FEDERAL DEPOSIT INSURANCE CORPORATION

Re: First-Citizens Bank & Trust Company
Raleigh, North Carolina
Application for Consent to Purchase Assets and Assume Liabilities and Establish One Branch

ORDER AND BASIS FOR CORPORATION APPROVAL

Pursuant to Section 18(c) and other provisions of the Federal Deposit Insurance ("FDI") Act, First-Citizens Bank & Trust Company, Raleigh, Wake County, North Carolina, an insured state nonmember bank with total resources of $10,766,032,000 and total deposits of $9,340,497,000 as of June 30, 2002, has filed an application for the Corporation's consent to acquire assets of and assume liability to pay deposits made in the Havelock and West Jefferson, North Carolina offices of RBC Centura Bank, Rocky Mount, Nash County, North Carolina, an insured state member bank with total resources of $14,075,900,000 and total deposits of $7,547,905,000 as of June 30, 2002, and to establish the West Jefferson office of RBC Centura Bank as a branch of the resultant bank. Notice of the proposed transaction, in a form approved by the Corporation, has been published pursuant to the FDI Act.

A review of available information, including the Community Reinvestment Act ("CRA") Statements of the proponents, discloses no inconsistencies with the purposes of the CRA. The resultant institution is expected to continue to meet the credit needs of its entire community, consistent with the safe and sound operation of the institution.

In connection with the application, the Corporation has taken into consideration the competitive effects of the proposed transaction, which would result in a 66 point increase in the Herfindahl Hirschman Index for a postmerger level of 2409 in the relevant geographic market of the Havelock office, and a 266 point increase in the Herfindahl-Hirschman Index for a post merger level of 2474 in the relevant geographic market of the West Jefferson office, based on deposit figures as of June 30, 2001; the financial and managerial resources and future prospects of the proponent banks and the resultant bank; and the convenience and needs of the community to be served. The Corporation has also taken into consideration the effectiveness of the insured depository institutions involved in the proposed merger transaction in combating money laundering activities. Having found favorably on these statutory factors and having considered other relevant information, including any reports on the competitive factors furnished by the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Director of the Office of Thrift Supervision and the Attorney General of the United States, it is the Corporation's judgment that the application should be and hereby is approved subject to the following conditions.

1. That the transaction shall not be consummated before the sixteenth calendar day following the date of the Order or later than six months after the date of the Order, unless such period is extended for good cause by the Corporation;

2. That all necessary and final approvals be received from other regulatory authorities; and

3. That until the proposed transaction becomes effective, the Corporation shall have the right to alter, suspend, or withdraw its approval should any interim development be deemed to warrant such action.

By Order of the Deputy Director for Risk Management, acting pursuant to delegated authority for the Board of Directors of the Corporation.

Dated at Washington DC, this day of October, 2002.

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John M. Lane
Deputy Director for Risk Management
Division of Supervision and Consumer Protection