Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangement of Certain Officers
On February 24, 2021, upon the recommendation of the joint Compensation,
Nominations and Governance Committee of the Board of Directors of First Citizens
BancShares, Inc. ("BancShares") and of the Board of Directors of First-Citizens
Bank & Trust Company, a North Carolina corporation and wholly-owned subsidiary
of BancShares (the "Company"), the Company's Board of Directors adopted the
First-Citizens Bank & Trust Company Nonqualified Deferred Compensation Plan (the
"Plan").
The Plan, which will become effective on March 1, 2021 (the "Effective Date"),
is a nonqualified deferred compensation plan established for a select group of
management and other highly compensated employees (within the meaning of the
Employee Retirement Income Security Act of 1974, as amended) of the Company and
its participating affiliates. The Plan is designed to permit eligible employees,
including the Company's named executive officers, to save for retirement and
other long-term financial goals on a tax-deferred basis. Pursuant to the Plan,
participants may elect annually to defer receipt of up to eighty percent (80%)
of their base salary and eligible bonuses, including performance-based
compensation paid pursuant to the Company's Long-Term Incentive Plan. The Plan
does not provide for the Company to make any additional or discretionary
contributions to the Plan.
Amounts deferred under the Plan will be credited with investment returns based
on deemed investment options selected by the participant from a menu of
publicly-traded mutual funds or other deemed investment options determined by
the Plan Administrator from time to time. The deemed investment options are to
be used for measurement purposes only and amounts deferred will not represent
any actual investments on the participants' behalf. The amount required to be
paid to a participant under the Plan shall be equal to a participant's elective
deferrals to the Plan, as adjusted for the hypothetical gains or losses on the
participant's deemed investment options.
Participant contributions to the Plan will be fully vested at all times.
Distributions of participant accounts will be made following a participant's
separation of service, death, disability, or certain limited unforeseeable
emergencies. In accordance with the terms of the Plan, distributions will
generally be paid in a single lump sum unless the participant elects upon
commencing participation in the Plan to receive distributions in annual
installments over five (5), ten (10), or fifteen (15) years. Payments under the
Plan will be made (or commence) within ninety (90) days of the January 31st of
the calendar year immediately following the year in which a participant's
triggering event occurs.
The Plan is designed to comply with Section 409A of the Internal Revenue Code of
1986, as amended ("Section 409A") and all distributions will be made in
accordance with Section 409A. The Company may generally amend or terminate the
Plan at any time, provided that any such action complies with the requirements
of Section 409A and does not reduce a participant's account balance in the Plan.
A Rabbi Trust may (but need not) be established by the Company in connection
with the Plan for purposes of holding assets necessary to fund benefits payable
under the Plan. Whether or not a Rabbi Trust is created, Plan participants (and
their beneficiaries) shall at all times have the same status as general
unsecured creditors of the Company.
The foregoing description of the Plan does not purport to be complete and is
qualified in its entirety by reference to the full text of the Plan, a copy of
which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Item 9.01.  Financial Statements and Exhibits
  (d) Exhibits. The following exhibit accompanies this report.
Exhibit No.                     Description

10.1                              First-Citizens Bank & Trust Company Nonqualified Deferred
                                Compensation Plan

104                             Cover Page Interactive Data File (embedded within the Inline XBRL
                                document)

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