Governance Committee

Purpose

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 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.

Authority

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

• The Committee shall have the complete authority and resources to select, approve, and retain advisors or consultants to assist the Committee without seeking the prior approval of the Board or management of the Bank or First Citizens Bancshares, Inc. (the "Corporation") and shall have sole authority to approve such advisor's or consultant's fees and other retention terms. Any advisor or consultant retained by the Committee or that provides advice or information to the Committee shall be independent of management and shall perform no other services for the Corporation unless such services are approved and overseen by the Committee. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors as the Committee deems necessary to carry out its duties, at the expense of the Corporation, without seeking prior approval of the Board or management.
• In performing their responsibilities, Members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by: (a) officers or employees of the Bank or 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.

Composition

The membership of the Committee shall be as follows:

• Based on the recommendations of the Committee, the Board shall annually appoint members of the Committee ("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.
• The Board shall determine to their satisfaction that all Members meet the "independence" requirements as defined by the applicable rules and regulations.
• The Committee may also appoint a Secretary, who need not be a Director, and may delegate to the Committee Chair 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.

Meetings

The Committee will meet at least [two] times annually, and more frequently if circumstances dictate. The Committee should meet at least annually with the executive officers of the Corporation and other members of management in separate executive sessions to discuss compensatory, performance and any other matters that the Committee or any of these persons believe should be discussed privately. The Committee may set its own rules of procedure and may delegate authority to subcommittees of the Members. The Committee shall keep minutes of its actions.

Responsibilities

Compensation Matters

• Review and recommend to the Board all persons to be appointed as Chairman, Chief Executive Officer, or President of the Corporation or the Bank 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 corporate, individual and other goals and performance metrics, if any, relevant to the compensation of the executive officers pursuant to any corresponding incentive compensation plans, evaluate the performance of each of the applicable executive officers in light of those goals and performance metrics, and determine and approve the amount of any bonus based on such evaluation.
• 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 other executive officers of Corporation and the Bank: (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.
• In determining the salary, annual incentive and other components of each executive officer’s compensation, the Committee should consider, as appropriate, (a) any applicable performance metrics and goals, (b) the salary, bonus and value of similar incentive awards for executive officers in comparable positions at comparable companies, (c) the salary, annual incentive and other compensation given to the executive officer in past years, (d) the other executive officer’s total compensation and (e) such other matters as it may deem relevant.

Nominations and Corporate Governance Matters

• Identify and consider potential candidates for nomination, including those properly submitted by qualified shareholders, as members of the Board 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 applicable regulations, review the independence of the members of the Board in accordance with such requirements and review and assess such requirements on a regular periodic basis.
• The Committee shall develop criteria, which shall be considered, changed (if appropriate) and approved by the Board, for selection of members of the Board and its committees. The Committee shall review with the Board, on an annual basis, the requisite skills and characteristics of new members of the Board as well as the composition of the Board as a whole. This assessment will include the characteristics and qualifications set forth in the Corporate Governance Guidelines.
• The Committee and the Chief Executive Officer of the Corporation shall actively seek individuals qualified to become Board members for recommendation to the Board and to the shareholders. The Committee shall have the sole authority to retain, at the Corporation’s expense, and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. In consultation with the Chief Executive Officer of the Corporation, the Committee shall determine if any written nominations that are proposed by a shareholder or shareholders of the Corporation have been properly submitted in accordance with the Corporation’s Bylaws and/or other applicable law. The Committee shall review and consider any and all such nominations that have been properly submitted. After consulting with the Chief Executive Officer of the Corporation, the Committee shall recommend the director nominees and committee members (and chairmanships thereof) to the Board for approval and, as applicable, inclusion in the Corporation’s annual Proxy Statement.
• Oversee the Corporation's director orientation and continuing education programs.
• The Committee shall evaluate, and make recommendations to the Board regarding, the form and amount of non-management director compensation in accordance with this Charter and the Corporate Governance Guidelines. The Committee shall conduct a review of non-management director compensation at least every two years.
• 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 the applicable 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 or the Bank's Charter and Bylaws and recommend appropriate action to the Board.
• Review and assess the adequacy of the Corporate Governance Guidelines of the Corporation and recommend any proposed changes to the Board for approval.
• Review and assess the Corporation's compliance with the corporate governance requirements 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 Responsibilities

• Report regularly to the Board on the Committee's activities.
• Committee Chair 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 the Committee's meetings and records relating to those meetings 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.