Investor Relations

• Audit Committee Charter
• Code of Conduct
• Code of Ethics for Financial Professionals
• Corporate Governance Guidelines
• Executive Committee Charter
• Governance Committee Charter

• 2007 Annual Report
• 2006 Annual Report
• 2005 Annual Report
• 2004 Annual Report
• 2003 Annual Report
• 2002 Annual Report

• SEC Filings

Audit Committee Charter

PURPOSE

To assist Board of Directors in fulfilling its oversight responsibilities for financial reporting process, system of internal controls and internal and external audit process, and the company's process for monitoring compliance with laws and regulations and the code of conduct.

AUTHORITY

Audit Committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. It is empowered to:

• Appoint, compensate, and oversee work of any registered public accounting firm employed by the organization.
• Resolve disagreements between management and auditor regarding financial reporting.
• Pre-approve all auditing and non-audit services.
• Assume an ongoing investigation or conduct an investigation without the Auditor or Ethics Committee participation
• Retain independent counsel, accountants, or others to advise Committee or assist in investigation as considered necessary.
• Seek any information it requires from employees-all of whom are directed to cooperate with Committee's requests-or external parties.
• Meet with company officers, external auditors, or outside counsel, as necessary.

COMPOSITION

Audit Committee will consist of at least five and no more than six members of Board of Directors. Board or its Nominating Committee will appoint Committee members and Committee chair. Each Committee member will be both independent and financially literate.

MEETINGS

Committee will meet at least four times a year, with authority to convene additional meetings, as circumstances require. Committee members are expected to attend each meeting. Committee will invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary. Committee will hold private meetings with auditors and have executive sessions. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared.

RESPONSIBILITIES

Committee will carry out the following responsibilities:

Financial Statements

• Review significant accounting and reporting issues, including complex or unusual transactions and highly judgmental areas, and recent professional and regulatory pronouncements, and understand their impact on financial statements.
• Review with management and external auditors results of audits.
• Review process of completion of annual financial statements, and consider whether statements are complete and consistent with information known to committee members.
• Review process of completion of other annual report sections and related regulatory filings before release.
• Review with management and external auditors all matters required to be communicated to Committee under Generally Accepted Auditing Standards.
• Understand how management develops interim financial information, and nature and extent of internal and external auditor involvement.
• Review process of completion of interim financial reports with management and external auditors before filing with regulators, and consider whether they are complete and consistent with information known to Committee.

Internal Control

• Consider effectiveness of company's internal control system, including information technology security and control.
• Understand scope of internal and external auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management's responses.

Internal Audit

• Review with management and chief audit executive charter, plans, activities, staffing, and organizational structure of internal audit function.
• Ensure there are no unjustified restrictions or limitations, and review and concur in appointment, replacement, or dismissal of chief audit executive.
• Review effectiveness of internal audit function, including compliance with The Institute of Internal Auditors' Standards for the Professional Practice of Internal Auditing.
• On a regular basis, meet separately with chief audit executive to discuss any matters that Committee or internal audit believes should be discussed privately.
• Determine hiring, retaining or dismissing a chief internal audit executive as well as proposed performance evaluations and compensation changes.
• Delegate to chief audit executive receipt and handling of complaints related to accounting, internal accounting controls, and auditing matters. Oversee reports of complaints by reviewing preliminary, ongoing, and completed investigations making recommendations for outside counsel. Participate in investigation process as needed.

External Audit

• Review external auditors' proposed audit scope and approach, including coordination of audit effort with internal audit.
• Review performance of external auditors, and exercise final approval on appointment or discharge of auditors.
• Review and confirm independence of external auditors by obtaining statements from auditors on relationships between auditors and bank, including non-audit services, and discussing relationships with auditors.
• On an annual basis, meet separately with external auditors to discuss any matters that Committee or auditors believe should be discussed privately.

Compliance

• Review effectiveness of system for monitoring compliance with laws and regulations and results of management's investigation and follow-up (including disciplinary action) of any instances of noncompliance.
• Review findings of any examinations by regulatory agencies, and any auditor observations.
• Review process for communicating the code of conduct to company personnel, and for monitoring compliance therewith.
• Obtain regular updates from management regarding compliance matters.

Reporting Responsibilities

• Regularly report to Board of Directors concerning Committee activities, issues, and related recommendations.
• Provide an open avenue of communication between internal audit, external auditors, and Board of Directors.
• Report annually to shareholders, describing Committee's composition, responsibilities and discharge of those responsibilities, and other information required by rule, including approval of non-audit services.
• Review other reports bank issues that relate to Committee responsibilities.

Other Responsibilities

• Perform other activities related to Committee Charter as requested by Board of Directors.
• Institute and oversee special investigations as needed.
• Review and assess adequacy of Committee Charter annually, requesting Board approval for proposed changes; ensure appropriate disclosure as may be required by law or regulation.
• Confirm annually that all responsibilities outlined in this charter have been carried out.
• Evaluate Committee and individual member performance on a regular basis and report results to Corporate Governance Comittee.
• Committee Chairman will read annual OCC exam to identify issues referenced in the Report which relate to oversight responsibilities of the Committee. Committee will discuss with management resolution of any identified issues or findings.

FIRST CITIZENS BANCSHARES, INC.
CORPORATE GOVERNANCE GUIDELINES

First Citizens through its Board of Directors and management, has long sought to meet the highest standards of corporate governance. These Guidelines are a further effort in that regard and will help guide the Board and management. Guidelines should be considered in conjunction with First Citizens Bancshares, Inc. Bylaws and applicable provisions of corporate law and regulations.

General Principles

• The primary duty of the Board is to select a Chief Executive Officer and to oversee the Chief Executive Officer and other senior management in the competent and ethical operations of First Citizens.
• It is the responsibility of management to operate First Citizens in an effective and ethical manner in order to produce value for stockholders. Senior management is expected to know how First Citizens earns its income and what risks First Citizens is undertaking in the course of carrying out its business. Management should never place personal interests ahead of, or allow personal interests to conflict with, the interests of First Citizens or its shareholders.
• It is the responsibility of management, through oversight of the Board and its Audit Committee, to produce financial statements that fairly present the financial condition and results of operations of First Citizens and to make timely disclosures needed by investors to assess the financial condition, business soundness and risks of First Citizens Bancshares, Inc.
• It is the responsibility of the Audit Committee to engage an independent accounting firm which will audit financial statements prepared by management and issue an opinion on those statements based on Generally Accepted Accounting Principles. The Board, its Audit Committee, and management must be vigilant to ensure that no actions taken by First Citizens or its employees compromise the independence of the outside auditor.
• It is the responsibility of the independent accounting firm to ensure that it is in fact independent, is without conflicts of interest, employs highly competent staff, and carries out its work in accordance with Generally Accepted Auditing Standards. It is also the responsibility of the independent accounting firm to inform the Board, through the Audit Committee, of any concerns the auditor may have about the appropriateness or quality of significant accounting treatments and/or business transactions that affect the fair presentation of First Citizens' financial condition and results of operations. Finally, it is the responsibility of the independent accounting firm to report to the Board through the Audit Committee any weaknesses in internal control systems. The auditor should do so in a forthright manner and on a timely basis, whether or not management has also communicated with the Board or the Audit Committee on these matters.

Selection and Composition of the Board

The Board seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The Compensation, Nominating and Corporate Governance Committee (the "Committee") is responsible for reviewing with the Board, on a periodic basis, the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. This assessment includes issues such as independence, age, diversity, skills such as understanding the financial services industry, general business knowledge and experience, all in the context of an assessment of the perceived needs of the Board at that point in time. Each Board member is expected to ensure that existing and planned future commitments do not materially interfere with the member's service as a fully contributing Director of First Citizens.

Nominees to be proposed for election to the Board of Directors of the corporation other than those made by the existing Board of Directors must be delivered in writing to the Secretary of First Citizens Bancshares ninety (90) days prior to the month and day that proxy materials regarding the most recent election of directors were mailed to shareholders. The written notice must include the full name of the proposed director, age and date of birth, educational background and a list of business experience and positions held by the proposed director for the preceding five (5) years. The notice must include home and business addresses and telephone numbers. In addition, the submission must include a signed representation by the nominee to timely provide all necessary information requested by the corporation in order that disclosure requirements may be met in the solicitation of proxies for the election of directors. The name of each nominee for director must be placed in nomination by a shareholder present in person at the Annual Meeting of the Corporation. The nominee must also be present in person at the annual meeting.

First Citizens shall have a majority of independent Directors. At least once each year, the Board will review any and all relationships that exist with a Director and his/her related interests for the purpose of determining whether the Director is independent. This information shall be initially reviewed by the Governance Committee or, in the case of members of the Governance Committee, the Board. It is the policy of the Board that a Director is presumed to be independent unless the Director (or their immediate family members) (i) is/was a current/former employee/executive of the Corporation during the last three (3) years; (ii) is/was a current/former employee/partner of the Corporation's current or former independent auditors during the last three (3) years; (iii) is an owner, partner, employee, director of an entity with material relationships (makes payments to, or receives payments from the Corporation which exceed the greater of $1 million, or 2% of the entity's gross revenues) with the Corporation, either as a vendor or customer, except in situations where revenues are generated as a result of a competitive bid process in which the business relationship is determined to be in the best interest of the Corporation; and (iv) receives more than $100,000 per year in direct compensation from the Corporation other than director and related fees.

The Board shall broadly consider all relevant facts and circumstances when making a determination of independence. The Board shall consider the issue not merely from the standpoint of a Director, but also from that of persons or organizations with which the Director has an affiliation. An independent Director should be free of any relationship with First Citizens or its management that may impair the Director's ability to make independent judgments. Particular attention will be paid to whether a Director is independent from management and to any credit relationships that may exist with a Director or a related interest.

The following guidelines are to be followed when determining the impact of a credit relationship on a Director's independence: Extensions of credit that comply with Regulation O shall be presumed to be consistent with Director independence. Normal, arms length credit relationships entered into in the ordinary course of business shall not negate Director independence. In addition, an extension of credit to a company, an executive officer of which serves on the Board of First Citizens, must meet the substantive requirements of Regulation O in order to maintain the independence of such Director. Such loans must be made on substantially the same terms, including interest rates and collateral, following credit-underwriting procedures that are no less stringent than those prevailing at the time for comparable transactions by First Citizens with other persons. Such loans also shall not involve more than the normal risk of repayment or other unfavorable features and no event of default shall have occurred. The Board must review any credit of a director or his or her related interests that has become criticized in order to determine the impact that such classification has on the Director's independence.

Orientation of New Directors

New Directors must participate in the Corporation's Director Orientation Program, which should be conducted within two months of the annual meeting at which new Directors are elected or within three months of the time a new Director otherwise joins the Board. This orientation will include presentations by executive management to familiarize new Directors with the Corporation's Strategic Plan, financial accounting and risk management issues, compliance programs, the Corporation's Code of Conduct, its principal officers, and internal and independent auditors.

Board Responsibilities

The basic responsibility of Directors of the Corporation is to exercise their business judgement in good faith to act in what they reasonably believe to be in the best interest of the Corporation. In discharging that obligation, Directors should be entitled to rely on the honesty and integrity of their fellow Directors and the Corporation's senior executives and outside advisors and auditors. Directors shall also be entitled to have the Corporation purchase reasonable directors' and officers' liability insurance on their behalf, to the benefits of indemnification to the fullest extent permitted by law and the Corporation's Articles of Incorporation, By-laws and any indemnification agreements.

Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Information and data needed to make informed decisions will be provided Directors prior to scheduled meetings.

The Board has no policy with respect to the separation of the offices of Chairman and the Chief Executive Officer (the "CEO"). The Board believes this matter is part of the succession planning process, which is overseen by the Governance Committee, and that it is in the best interest of the Corporation for the Board to make a determination when it elects a new chief executive officer or Board Chairman.

The Board believes that the number of shares of the Corporation's common stock owned by each Director is a personal decision; however, the Board strongly supports the position that Directors should own a meaningful number of shares in the Corporation, not less than that mandated by regulation for Directors of National Banks.

The responsibility for communications and relationships on behalf to the Corporation with institutional investors, the media, and customers should be management's. The Board may participate occasionally in such interaction at the request of or with prior knowledge of management. The Chairman of the Board and Chief Executive Officer is responsible for establishing effective communications with First Citizens stakeholder groups, i.e., shareholders, Regulators, customers, Company associates, communities, suppliers, creditors, government and corporate partners. It is the policy of the Board that management speaks for First Citizens.

In order to facilitate open discussion, the Board believes maintaining confidentiality of information and deliberations is an imperative.

The Board will have a Presiding Director, selected by non-employee Directors, who will chair regularly scheduled meetings of non-employee Directors. Normally, the Chairman of the Governance Committee shall be the Presiding Officer. In the absence of the Chairman of the Governance Committee, the Chairman of the Audit Committee shall be the Presiding Director. Non-employee Directors of the Board will meet at least once each year, and at such other times as deemed necessary, and such meeting(s) will be presided over by the Presiding Director.

Directors have full and free access to officers and employees of the Corporation. Any meetings or contacts that a Director wishes to initiate may be arranged through the CEO, the Corporate Secretary or directly by the Director. Directors will use their judgment to ensure that any such contact is not disruptive to the business operations of the Corporation and will, to the extent not inappropriate, copy the CEO on any written communications between a Director and an officer or employee of the Corporation.

Shareholder Communications

Shareholders desiring to communicate directly with the Board of Directors of the Corporation may do so through the Corporate Governance Committee by contacting the Chairman or any member of the committee. Committee membership is identified on First Citizens website at firstcitizens-bank.com or may be obtained by calling the Audit Department of First Citizens at (731) 287-4275. Letters sent via the US Postal Service may be mailed to Chairman, Corporate Governance Committee, First Citizens National Bank Audit Department, P.O. Box 890, Dyersburg, TN 38025-0890.

Board Composition and Performance

The Board believes that the number of Directors should not exceed a number that can function efficiently as a body. The exact number of Directors constituting the Board of Directors of First Citizens shall be fixed from time to time solely by the Board of Directors by resolution. It is the sense of the Board that individual Directors who change their principal occupation, position or responsibility they held when elected to the Board should volunteer to resign from the Board. However, it is not the sense of the Board that in every instance Directors who retire or change the position they held when they joined the Board should necessarily leave the Board. There should, however, be an opportunity for the Board through the Governance Committee to review the continued appropriateness of Board membership under such circumstances.

The Board is not of the opinion that term limits should be established. While term limits could possibly insure the presence of fresh ideas and viewpoints, they have the disadvantage of losing the contribution of Directors who have been able to develop, over a period of time, increasing insight into the Corporation and it operations and, therefore, provide an increasing contribution to the Board as a whole. Retirement of a Director from the Board of the Corporation is established by policy to occur January 1st following their 75th birthday, excepting those Directors elected to Board service prior to January 1st, 1984, in which case there is no mandatory retirement age.

Director Compensation

The form and amount of Director compensation will be determined by the Governance Committee in accordance with policies and principles set forth in its charter and any other applicable rules. Company staff will report annually to the Governance Committee, the status of First Citizens Board compensation in relation to that of comparable peer bank's. The Governance committee will consider that Directors' independence may be jeopardized if Director compensation and prerequisites exceed customary levels.

Annual Performance Evaluation

The Board of Directors will conduct an annual self-evaluation with the assistance of the Governance Committee to determine whether it and its committees are functioning effectively. The Governance Committee will receive comments from all Directors and report annually to the Board with an assessment of the Board's performance. This will be discussed with the full Board following the end of each calendar year. The assessment will focus on the Board's contribution to the Corporation and specifically focus on areas in which the Board or management believes that the Board could improve.

Meeting Procedures

The Chairman of the Board and the Chief Executive Officer will establish an agenda for each Board Meeting. Board members may suggest the inclusion of additional item(s) on the agenda for Board consideration and/or discussion by contacting the Board Chairman, CEO or Board Secretary.

Board Committees

The Governance Committee is responsible, after consultation with the Chairman of the Board and Chief Executive Officer, and with consideration of the desires of individual Board members, for the assignment of the Board members to various Committees. It is the sense of the Board that consideration should be given to rotating Committee members periodically, but the Board does not mandate a policy of such rotation since there may be reasons to maintain an individual Director's Committee membership for a longer period.

The Board will have at all times an Executive Committee, Audit Committee, Compensation/Nominations/Corporate Governance Committee, Trust Committee, Community Reinvestment Act Committee and Investment Committee. All members of the Audit and Corporate Governance Committee will be independent Directors under criteria established by the applicable regulatory authorities. In general, committee members will be nominated by the Governance Committee and appointed by the Board. It is the sense of the Board that consideration should be given to rotating committee members periodically, but the Board does not feel that rotation should be mandated as a policy.

Each committee will have its own charter. Charters will set forth purposes, goals and responsibilities of the committees as well as certain specific qualifications for committee membership and procedures for committee member appointments. In addition, charters will address committee reporting to the Board. The charters will also provide that each committee annually evaluates its performance.

The Board may, from time to time, establish or maintain additional standing or temporary committees as necessary or appropriate.

CEO Evaluation and Management Succession

The Governance Committee will conduct an annual review of the CEO's performance, as set forth in its charter. The Board of Directors will review the Governance Committee's report in order to confirm that the CEO is providing effective leadership for the Corporation in the long- and short-term.

The Governance committee should periodically report to the Board on succession planning. The entire Board will work with the Governance committee to nominate and evaluate potential successors to the CEO. The CEO should at all times make available his or her recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals.

POLICY
FIRST CITIZENS NATIONAL BANK
CODE OF CONDUCT
APPROVED BY: Board of Directors

First Citizens Bancshares, Inc
First Citizens National Bank

CODE OF CONDUCT

It is the policy of First Citizens National Bank to prohibit its officers and employees from engaging in any activity or practice in conflict with the interest of a customer or of the Bank. Even the appearance of such a conflict should be avoided. Each officer, employee or director of First Citizens National Bank is required to certify that he/she has personally reviewed the code of conduct and that he/she is fully in compliance. Each employee shall review the Code of Conduct paying special attention to the following:

Confidential Information

It is the policy of First Citizens National Bank that Directors, Principal Shareholders, Officers and Employees shall keep in strict confidence all information received by them regarding the affairs of customers and Bank business.

Information relating to account balances, the financial condition of a customer, and anticipated changes in the management or conduct of the affairs of a business must be held in strict confidence.

Acceptance of Gifts, Fees, Legacies, and Loans

It is the Policy of First Citizens National Bank to prohibit Directors, Officers, Employees, or Bank legal counsel from soliciting for themselves or for a third party anything of value from anyone in return for any business, service or confidential information of the bank and from accepting anything of value other than bona fide salary, wages, and fees from anyone in connection with the business of the bank either before or after a transaction is discussed or consummated. The policy states the limited circumstances in which the acceptance of gifts, by Directors, Officers, and Employees from customers or suppliers of the bank is permitted.

Political Activities

Any officer or employee desiring to run for an elective political office or to accept an appointment to a federal, state, or local government office, must secure the approval of the CEO to his or her becoming a candidate or accepting an appointment. Each employee and officer must abide by the Code of Conduct Policy concerning political offices.

Purchase or Sale of Securities

Officers and Employees are prohibited from acting upon material inside information prior to public disclosure through the purchase of such securities for their own accounts or for fiduciary or agency accounts, and for divulging such information or others except as required by Bank business.

CODE OF ETHICS FOR FINANCIAL PROFESSIONALS
POLICY
FIRST CITIZENS BANCSHARES INC
CODE OF ETHICS FOR FINANCIAL PROFESSIONALS
APPROVED BY: BOARD OF DIRECTORS

This First Citizens Code of Ethics for Financial Professionals applies to the principal executive officer of First Citizens and its reporting subsidiaries and all professionals serving in a finance, accounting, treasury, tax or investor relations role. First Citizens expects all of its employees to act in accordance with the highest standards of personal and professional integrity in all aspects of their activities, to comply with all applicable laws, rules and regulations, and to deter wrongdoing and abide by the First Citizens Code of Conduct and other policies and procedures adopted by First Citizens that govern the conduct of its employees. This Code of Ethics is intended to supplement the First Citizens Code of Conduct.

You agree to:

1. Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships:
2. Avoid conflicts of interest and to disclose to the Auditor or an Executive Officer of First Citizens any material transaction or relationship that reasonably could be expected to give rise to such a conflict.
3. Take all reasonable measures to protect confidentiality of non-public information about First Citizens or its subsidiaries and their customers obtained or created in connection with your activities and to prevent the unauthorized disclosure of such information unless required by applicable law or regulation or legal or regulatory process.
4. Produce full, fair accurate, timely and understandable disclosure in reports and documents that First Citizens or its subsidiaries files with, or submits to, the Securities and Exchange Commission and other regulators and in other public communications made by First Citizens or its subsidiaries.
5. Comply with applicable governmental laws, rules and regulations, as well as the rules and regulations of self-regulatory organizations of which First Citizens or its subsidiaries is a member; and

Promptly report any possible violation of this Code of Ethics to the Auditor or an Executive Officer of First Citizens or any of the parties or channels listed in the First Citizens Code of Conduct.

You are prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead First Citizens or its subsidiaries' independent public auditors for the purpose of rendering the financial statement of First Citizens or its subsidiaries misleading.

You understand that you will be held accountable for your adherence to this Code of Ethics. Your failure to observe the terms of this Code of Ethics may result in disciplinary action, up to and including termination of employment. Violations of this Code of Ethics may also constitute violations of law and may result in civil and criminal penalties for you, your supervisor and/or First Citizens.

If you have any questions regarding the best course of action in a particular situation, you should promptly contact the Auditor or an Executive Officer. You may choose to remain anonymous in reporting any possible violation of this Code of Ethics.

CITIZENS BANCSHARES, INC.
COMPENSATION/NOMINATIONS/CORPORATE
GOVERNANCE COMMITTEE CHARTER

The Board of Directors of First Citizens Bancshares, Inc. has established a committee of directors to be known as the Compensation/Nominations/Corporate Governance Committee. The composition, authority, purposes and responsibilities of the Committee are outlined below.

COMMITTEE MEMBERSHIP

The membership of the Committee shall be as follows:

1. The Board based on the recommendations of the Compensation/Nominations
2. Corporate Governance Committee appoints Committee members ("Members"). The Committee shall consist of no fewer than five (5) members of the Board. The Board will appoint one of the Members to serve as chairperson of the Committee (the "Committee Chair"). The Board may at any time and with complete discretion remove any Member and may fill any vacancy in the Committee.
3. The Board shall determine to their satisfaction that all Members meet the "independence " requirements as defined by the applicable rules and regulations.
4. The Committee may also appoint a Secretary, who need not be a Director, and may delegate to its Chairman such power and authority as the Committee deems to be appropriate, except such powers and authorities required by law to be exercised by the whole Committee.

COMMITTEE AUTHORITY

The Committee shall have the following authority, to the extent it deems necessary or appropriate to discharge its duties and responsibilities:

1. The Committee shall have the complete authority and resources to select, approve, and retain advisors to assist the Committee without seeking the prior approval of the Board or Management.
2. The Committee shall review and approve the report on executive compensation required by the rules of the Securities and Exchange Commission ("SEC") to be included in the Corporations' Annual Proxy Statement.
3. In performing their responsibilities, Members are entitled to rely in good faith on
4. information, opinions, reports or statements prepared or presented by: (a) officers or employees of the Corporation whom the Member reasonably believes to be reliable and competent in the matters presented; (b) counsel, advisors, or other persons as to matters which the Member reasonably believes to be within the professional or expert competence of such person; or (c) another committee of the Board as to matters within its designated authority which committee the Member reasonably believes to merit confidence.

PURPOSES OF THE COMMITTEE

The Committee is appointed to discharge the Board's responsibilities relating to Compensation of the Corporation's executive officers. The Committee has overall responsibility for evaluating and approving the executive officers benefits, bonus, incentive compensation, severance, equity-based or other compensation plans, policies and programs of the Corporation.

Additionally, the Committee's purpose is to assist the Board in promoting the best interests of the Corporations and its shareholders through the implementation of sound corporate governance principles and practices. The Committee will accomplish this by (i) assisting the Board in identifying individuals qualified to become directors and recommending to the Board of Director nominees for the next annual meeting of shareholders; (ii) reviewing the qualifications and independence of the members of the Board and its various committees on a periodic basis and making any recommendations the Members may deem appropriate from time to time concerning any recommended changes in the composition of the Board and its committees; (iii) recommending to the Board the Corporate Governance Guidelines and standards regarding the independence of outside directors applicable to the Corporation and reviewing such guidelines and standards and the provisions of this Charter on a periodic basis to confirm that such guidelines, standards and this Charter remain consistent with sound corporate governance practices and with any legal or regulatory requirements and any recommendations of the federal banking regulators regarding general best corporate governance practices; (iv) monitoring the Board's and the Corporation's compliance with any commitments made to the Corporation's regulators or otherwise regarding changes in corporate governance practices; and (v) leading the Board in its annual review of the Board's performance.

RESPONSIBILITIES OF THE COMMITTEE

Compensation Matters

• Review and recommend to the Board all persons to be elected as Chairman, Chief Executive Officer, or President of the Corporation and such other executive positions as the Members may from time to time determine to be appropriate, and shall review and report to the Board as to the performance evaluation of each such officer on at least an annual basis.
• Oversee the development of an executive management succession plan and for periodically reviewing and evaluating the plan.
• Review with the Chief Executive Officer and the Director of Human Resources all material criteria used in evaluating employee performance throughout the organization and in establishing appropriate compensation, retention, incentive, severance and benefit policies and programs.
• Review and approve or make recommendations to the Board with respect to the adoption of or material changes in employee benefit, bonus, incentive compensation, severance, equity-based or other compensation or incentive plans of the Corporation.
• Review and approve, for the Chief Executive Officer and the executive officers of Corporation: (a) the annual base salary level; (b) the annual incentive opportunity level; (c) employment agreements (d) any prerequisites or other in-kind benefits; and (e) any other special or supplemental benefits, in each case as, when and if appropriate.

Nominations and Corporate Governance Matters

• Identify and consider potential candidates for nomination, including those submitted by qualified shareholders, as Directors on an ongoing basis, in such manner as the Committee deems appropriate. The Committee will oversee the invitation to join the Board.
• Recommend, as necessary, to the Board the number of Directors to be elected and a slate of nominees for election as Directors at the Corporation's annual meeting of shareholders.
• Recommend, as necessary, to the Board persons to be appointed as Directors in the interval between annual meetings of the Corporation's shareholders.
• Recommend to the Board standards for determining outside director independence consistent with the requirements of the SEC and other legal or regulatory corporate governance requirements and review and assess these standards on a periodic ongoing basis.
• Review the qualifications and independence of the members of the Board and its various committees on a regular periodic basis and make any recommendations the Committee members may deem appropriate from time to time concerning any recommended changes in the composition of the Board and its committees.
• Oversee the Corporation's director orientation and continuing education programs.
• Oversee matters related to the compensation and benefits of outside, non-employee Directors and make such recommendations to the Board as the Committee deems appropriate.
• Recommend to the Board such changes to the Board's Committee structure and Committee functions as the Committee deems advisable.
• Confirm that each standing Committee of the Board has a Charter in effect and that such Charter is reviewed periodically by its Committee.
• Review shareholder proposals duly and properly submitted to the Corporation and recommend appropriate action to the Board.
• Review any proposed amendments to the Corporation's Articles of Incorporation and By-laws and recommend appropriate action to the Board.
• Review and assess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.
• Review and assess the Corporation's compliance with the corporate governance requirements established under the Sarbanes-Oxley Act, by federal banking laws and regulations or otherwise as applicable to the Corporation and its subsidiaries.
• Monitor the Board's and the Corporation's compliance with any commitments made to the Corporation's regulators or otherwise regarding changes in corporate governance practices.
• Recommend to the Board such additional actions related to corporate governance matters as the Committee may deem necessary or advisable from time to time.
• Evaluate the effectiveness of the Board's oversight of management activities and the major operations of the Corporation and its subsidiaries and controlled affiliates.
• Report annually to the Board an assessment of the Board's performance, to be discussed with the full Board near or following the end of each calendar year.
• Review and approve reports and/or disclosures for regulatory filings as required by law.

Other

• Report regularly to the Board on its activities.
• Committee Chairman will read annual OCC exam to identify issues referenced in the Report which relate to oversight responsibilities of the Committee. Committee will discuss with management resolution of any identified issues or findings.
• Maintain minutes of its meetings and records relating to those meeting and the Committee's activities.
• Review and reassess the adequacy of this Charter annually and recommend to the Board any proposed changes to this Charter.
• Annually review the Committee's own performance.

FIRST CITIZENS BANCSHARE S, INC.
EXECUTIVE COMMITTEE
CHARTER

The Board of Directors of First Citizens Bancshares, Inc. has established a committee of directors and officers of the bank to be known as the Executive Committee. The composition, authority, purposes and responsibilities of the Committee are outlined below:

COMMITTEE MEMBERSHIP

Membership of the committee shall include officers and directors of the Bank. The Committee will always include the Chairman of the Board and President and CEO and such other officers deemed necessary by the Board. Independent Directors shall comprise a majority of committee membership.

COMMITTEE AUTHORITY

The Committee is responsible to address major policy making functions and decisions, which affect bank operations.

PURPOSE OF THE COMMITTEE

To act as a standing committee of the Board of Directors on all matters when the Board is unable to act as a whole. The Executive Committee is considered to always be in session.

RESPONSIBILITIES OF THE COMMITTEE

1. To review, and approve or disapprove submitted loan applications in line with policy established by the Board of Directors
2. To approve and authorize, or disapprove loans and renewals of loans in excess of the lending limitations of officers.
3. To review and approve or disapprove changes in loan policy in accordance with requests received from the Officers Loan Committee.
4. To cause an appraisal to be made from time to time of any real estate owned by the Bank.
5. To consider and act upon matters relative to the operations of the Bank on behalf of the Board of Directors when a full meeting cannot be called.

ANNUAL SELF EVALUATION

Annually, the Committee shall review its own effectiveness in fulfilling the Executive Committee responsibilities and report results to the Corporate Governance Committee.

Exhibit 31(a)
CERTIFICATION Pursuant to 18 U.S.C. 1350
AS ADOPTED PURSUANT TO
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of First Citizens Bancshares, Inc. (the "Company") for the quarter ended March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned Chief Executive Officer of the Company and Chief Financial Officer of the Company, certifies to the best knowlege and belief of the signatory, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 that:

I, Jeffrey D. Agee, certify that:

1. I have reviewed this quarterly report on Form 10-Q of First Citizens Bancshares, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of The Company as of, and for, the periods presented in this report.
4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over fnancial reporting (as defined in Exhange Act Rules 13a-15(f) and 15d-15(f)) for First Citizens Bancshares, Inc. and we have:
   • Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   • Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   • Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   • Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the first quarter of 2008 that has materially affected, or is reasonably likely to materially affect the Company's internal control over financial reporting; and
5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's Board of Directors:
   • All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
   • Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

/s/Jeffrey D. Agee
Chief Executive Officer
Date: May 8, 2008

Exhibit 31(b)
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of First Citizens Bancshares, Inc. (the "Company") for the quarter ended March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned Chief Executive Officer and Chief Financial Officer of the Company, certifies to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 that:

I, Laura Beth Butler, certify that:

• I have reviewed this quarterly report on Form 10-Q of First Citizens Bancshares, Inc.
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements and other financial information included in this report, fairly represent in all material respects the financial condition, results of operations and cash flows of The Company as of, and for, the periods presented in this report.
• The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for First Citizens Bancshares, Inc. and have:
  • Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  • Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  • Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  • Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the first quarter of 2008 that has materially affected, or is reasonably likely to materially affect the Company's internal control over financial reporting; and
• The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's Board of Directors:
  • All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
  • Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

/s/Laura Beth Butler
Chief Financial Officer
Date: May 8, 2008

Exhibit 32(a)

CERTIFICATION PURSUANT TO 18 U.S.C. 1350,
AS ADOPTED PUSUANT TO
SECTIOIN 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of First Citizens Bancshares, Inc. (the "Company") for the quarter ended March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Executive Officer of the Company, certifies to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1. The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Jeffrey D. Agee
Chief Executive Officer
Date: May 8, 2008

Exhibit 32(b)

CERTIFICATION PURSUANT TO 18 U.S.C. 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of First Citizens Bancshares, Inc. (the "Company") for the quarter ended March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Financial Officer of the Company, certifies to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1. The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Laura Beth Butler
Chief Financial Officer
Date: May 8, 2008