Online Banking Agreement and Disclosure

First Citizens Online Banking Agreement and Disclosure

April 21, 2006

First Citizens Bank is pleased to offer your business the many benefits of online banking using netAccess, Intuit^®, Quicken^®, QuickBooks^® and Microsoft^® Money (customers using Business Onling Banking Advantage are subject to the separate Business Onlinhe Banking Advantage Customer Agreement). Using your computer and the Internet, online banking allows you to obtain information about your business accounts and initiate certain business account transactions.

Definitions.

In this Agreement, "Bank," "we," "our," and "us," refer to First-Citizens Bank & Trust Company, also known as First Citizens Bank. "You" and "your" refer to your business and any person with actual or apparent authority to access one or more of your business accounts using online banking, including but not limited to the person executing this Agreement for such business. "netAccess" and "online banking" mean the online banking service provided by First Citizens Bank to its business customers who use netAccess or PFM software. "Agreement" means this Online Banking Service Agreement.

“Account” and "accounts" refer to your accounts that may be accessed through online banking. "Primary Account" refers to the one Account that you have designated as the account from which your online banking service fees (including Bill Pay Service fees) will be paid. Your Primary Account must be a checking account. "Access Codes" refers to the password and identification number (Customer ID and Customer Password) that allow you to access your Accounts through online banking and that have been assigned to you and, after your initial log-in, are selected by you. "Agent" has the same meaning as used in the First Citizens Bank Deposit Account Agreement. "User" is anyone who accesses your Accounts through online banking by using your Access Codes.

"Bill Pay" and "Bill Pay Service" refer to the electronic bill payment system described in this Agreement and available through online banking. "Payee" is a person, business, or any other entity to whom you direct payments through the Bill Pay Service. "Payment instructions" are instructions you give us through online banking to make a payment on your behalf, from funds in an Account that you designate, using the Bill Pay Service. "Transfer instructions" are instructions you give us through online banking to transfer funds between Accounts.

"PFM software" means versions of the following software through which you may access certain online banking services over an Internet connection: Microsoft Money, Intuit Quicken and QuickBooks. "firstcitizens.com" means online banking accessed over an Internet connection and viewed via a web browser. "Electronic message" means an electronically transmitted message, which allows the text to be displayed on equipment in the recipient’s possession (such as a modem-equipped personal computer). An electronic message is considered written notice for purposes of this Agreement.

"Business day" means any day Monday through Friday, except bank holidays; our business hours are based on Eastern Time. "Include," "includes," and "including" are used to indicate examples and not to limit what is covered. Other terms may be defined below.

Our Agreement With You.

Your use of online banking and its related services is governed by this Agreement (including its Exhibits), your application for online banking, our Deposit Account Agreement, our Disclosure of Products and Fees, and your other agreements with us or rules applicable to the services and transactions you access or direct through online banking, including but not limited to Bill Pay, overdraft protection, and loan agreements, as applicable. You also agree to comply with any instructions we provide you on using online banking or its related services. These agreements, rules, and instructions apply as they are amended from time to time, and they are incorporated herein by reference. Any use of online banking by you or any User is your acknowledgment that you have received this Agreement, understand it, and agree to be bound by it. With respect to online banking, in the event of any conflict between this Agreement and any other agreement governing your deposit or loan accounts or the services you access through online banking, this Agreement will control.

System Requirements.

To use online banking, you need a computer, with modem or equivalent communications connection device, and Internet service with a service provider of your choice.

To access communications from us sent to your external e-mail address, you must have an active e-mail account with an Internet e-mail service provider and software enabling you to download and view Internet e-mail. To print or download communications for online banking, you must have a printer connected to your computer and software that allows you to print from your computer, or sufficient hard-drive or disk space to save the communications.

To use online banking through PFM software, you must license the PFM software from the vendor (Microsoft^® or Intuit) and meet the minimum technical requirements of the PFM software and any additional minimum technical requirements described on our website, which may change from time to time.

Your use of PFM software, a web browser, and Internet service are governed by your license and other agreements with the applicable vendor. You are responsible for correct installation and set-up of PFM software, the web browser, and your Internet service and their related security settings and for obtaining any new releases or updates required to use online banking. Your ability to access certain online banking services may be limited by the version of PFM software or web browser that you are using.

Access to online Banking and Use of Access Codes.

We will assign you a Password to use the first time you sign-on to netAccess. At the time you first sign-on to netAccess, you must select a new Password. You may change your Password at any time, but not more than once on the same day. If you forget your Access Codes, please contact Customer Service at 1.888.FC DIRECT (1.888.323.4732); the Bank may have to re-set your access. No one at the Bank will contact you requesting your Password. Do not give your Password to anyone who is not authorized to transact business in your accounts. It is your responsibility to remember, and protect the security of, your Access Codes. You agree (for yourself and each User) 1) to keep your Password secure and confidential, 2) not to provide or make available your Access Codes to any unauthorized person, 3) to instruct each User about security and confidentiality of Access Codes and about the terms of this Agreement, and 4) to notify us immediately if you believe any Access Code has been compromised. Please note that we have no means to distinguish Users who access the Accounts. All actions by Users through online banking shall be deemed to be authorized by you. Your use of online banking is your acknowledgment that the security procedures described in this Agreement and within the online banking service are commercially reasonable and acceptable to you

We will assign PFM software customers a Personal Identification Number (PIN) and Customer ID to use the first time you sign-on to online banking.

Reliance on Your Instructions.

You authorize us to follow the instructions submitted under your Access Codes and to charge and credit your Accounts according to those instructions. Except to the extent prohibited by applicable law or regulation, we may rely and act on any instructions, and you will be deemed to have expressly authorized any online banking transaction, 1) initiated by you, at your direction, or with your consent (whether express or implied), 2) initiated by a User, 3) initiated by an Agent with respect to any Account or by anyone acting with authority from you (express or implied), 4) which results in the transfer of funds between Accounts, even if subsequent transfers out of the Accounts benefit someone else, 5) initiated under your Access Codes, 6) which is to or for your benefit (for example, the payment of a debt for which you are partially or fully liable), or 7) which you contend is unauthorized unless you cooperate fully with us in our investigation of the transaction, assign to us your right of recovery against the wrongdoer if we reconstitute your Account, and cooperate fully with us in the recovery of any loss we sustain and the prosecution of any wrongdoer. Except to the extent prohibited by applicable law or regulation, each User is deemed to be authorized to conduct any transactions available through online banking and to issue related instructions, even if the User exceeds your authorization. All such instructions will be considered as having been given to us directly by you and shall have the same authority as your written signature in authorizing us to comply with the instructions. Any requirement of verifying two signatures does not apply to transactions initiated or made via online banking. We are not required to separately verify any instruction given under your Access Codes, although we reserve the right to require separate verification for any reason.

If You Believe Your Access Codes are Lost, Stolen or Used Without Your Authority or if There is Another Discrepancy in Your Account(s).

Please tell us AT ONCE if you believe your Access Codes have been lost, stolen, or used without your authority, or if you suspect an unauthorized transaction or other discrepancy. You could lose all the money in your Accounts, plus the maximum amount of any line of credit linked to your Accounts. Telephoning is the best way of keeping your possible losses down. Call our Customer Service Department at 1.888.FC DIRECT (1.888.323.4732). Please refer to your other account agreements for requirements to notify us within a certain time after your receipt of your account statement or other notice of a transaction.

WE WILL NOT BE LIABLE FOR OUR RELIANCE AND ACTION ON ANY UNAUTHORIZED INSTRUCTIONS OR ON INSTRUCTIONS FROM AN UNAUTHORIZED PERSON UNTIL WE HAVE BEEN NOTIFIED IN ACCORDANCE WITH THIS PARAGRAPH AND HAVE HAD A REASONABLE TIME (NOT LESS THAN TWENTY-FOUR (24) HOURS) TO ACT ON SUCH NOTICE. For security reasons, and without liability to you, we reserve the right to suspend or cancel your Access Code(s) or your online banking access if we suspect your Access Code(s) has been compromised, even without notice from or to you.

Services Available Through Online Banking.

You may use online banking to conduct the following Account transactions: 1) obtain information concerning your deposit and certain of your loan accounts, 2) transfer funds between certain of your deposit accounts, 3) transfer funds from your deposit accounts to make payments on certain loan accounts with us, 4) transfer funds from your equity line of credit account to certain deposit and loan accounts, 5) request us to stop payment on checks, 6) reorder checks, and 7) request copies of checks and statements. If you use PFM software to access online banking, you may not be able to view or obtain information concerning installment loans or credit card accounts or transfer funds to make payments on installment loans or credit card accounts. Using Bill Pay, you can direct that payments to third parties be made from an account that you designate. From time to time, we may add, change, or remove services, or we may update or upgrade online banking, and we may limit your access only to revised or updated services. By using any new or changed online banking services when they become available, you agree to be bound by this Agreement, any amendments to this Agreement regarding the new or changed services, and any additional rules and instructions that we provide you concerning the new or changed services.

Electronic Statements.

We may make available an electronic statements program under which online banking customers may elect to receive their account statements through online banking. If you elect to receive electronic statements, you will receive an e-mail notifying you that your current account statements are available for viewing. The e-mail will be sent to your current e-mail address on record with us. When available, your statements may be viewed in online banking and printed if you have a printer with appropriate printing software. You may be required to have additional software on your computer, such as Adobe^®, in order to view the statements. After you elect to receive electronic statements, we may no longer send you paper statements. You will be required to agree to additional terms for the electronic statements program. This provision merely serves to describe the program.

Accounts You May Access.

Online banking is intended for use primarily with commercial accounts. In the event you use online banking to access a consumer checking or savings account (a checking or savings account owned by a natural person and used primarily for personal, family or household purposes), the terms in Exhibit A also apply to your use of online banking with respect to those consumer accounts.

For netAccess customers, we link all of your eligible business accounts under your Access Codes by default.

Deposit Accounts.

Subject to any restrictions we may impose from time to time, you may access your First Citizens Bank deposit accounts through online banking. You must be the owner or a co-owner of each Account.

Related Credit Lines and Loans.

If you have a line of credit/loans related to any of your Accounts (such as Checkline Reserve or EquityLine), you agree that the line of credit may be accessed through online banking. You understand and agree that the provisions of the agreement relating to your credit line will govern overdrafts, automatic advances to maintain the minimum balance necessary to avoid account service charges, and direct advances resulting from your use of online banking. You authorize us to charge your related deposit account for any payments owed on your line of credit, regardless of whether the line of credit is in default.

Account Information.

You may use online banking to obtain balance information and transaction histories for certain deposit and loan accounts. If you use PFM software to access online banking, you may not be able to view or obtain information concerning installment loans or credit card accounts. Balance information and transaction histories reported through online banking may not include transactions which have occurred since the close of business on the previous banking day. Balance information shown for your deposit accounts may include Current Balance and Available Balance. These balance amounts may differ. The Current Balance is the ending balance in your account as of the close of the previous banking day and does not include any holds which may have been placed on your account. The Available Balance is the Current Balance less any holds and includes certain debits and credits which have taken place since the close of the previous banking day, for example, ATM deposits and withdrawals, cash deposits, wire transfers, and other online activity. The Available Balance provides the most current balance information. Transaction history information is available for your current statement cycle plus the previous two statement cycles.

Transfers from One Account to Another.

Online banking permits you to transfer funds from a deposit account or from your equity line of credit account to any other deposit account, a line of credit or credit card, and installment loans you can access through online banking. If you use PFM software to access online banking, you may not be able to transfer funds to make payments on installment loans or credit card accounts. The "transfer date" is the date you enter for the transfer of funds from one account to another. Transfer of funds from a deposit or equity line of credit account to a deposit account will generally be processed simultaneously on the transfer date regardless of the day or time of the transfer. For example, if you transfer funds from deposit Account A to deposit Account B, the funds will be debited from deposit Account A and credited to the available balance in deposit Account B simultaneously on the transfer date. The funds will be available immediately upon the transfer for withdrawal from deposit Account B through an ATM or debit card transaction or at a teller window, and will also be available to honor checks or other items presented for payment against deposit Account B in the nightly processing following the transfer. Transfers of funds from a deposit or equity line of credit account to a loan account (including an equity line of credit account) will be processed as follows: 1) the transfer will be debited to your deposit or equity line of credit account when we execute the transfer on the transfer date (regardless of the day or time we receive your instructions); and 2) the transfer will be credited to your loan account during our nightly processing of the loan account. The transfer will be credited to your loan account on the transfer date if 1) the transfer date you designate is a business day, and 2) we receive your instruction to transfer the funds to your loan account no later than 4:00 p.m. Eastern Time on the transfer date. If you designate a non-business day as the transfer date, or if we receive your transfer instructions after 4:00 p.m. Eastern Time on the transfer date, the transferred funds will be credited to your loan account as of the next business day following the transfer date.

Bill Pay for Small Business.

The Bill Pay Service feature of online banking allows you to instruct us to pay bills designated by you in accordance with the instructions we provide you. Your Bill Pay Service transactions will be processed for the Bank by CheckFree Corporation ("CheckFree"), a major provider of electronic banking transaction processing services. References to "we" and "us" in this section refer to both the Bank and CheckFree. If you use PFM software to access online banking, some Bill Pay Service features and terms may differ from features and terms available or applicable to online banking through firstcitizens.com. In addition to this Agreement, your access to and use of the Bill Pay Service are governed by the instructions you receive from the Bill Pay Service and by CheckFree’s terms and conditions for Bill Pay.

a. Payment Instructions - In General. In designating a payee for bill payment, you must provide us with detailed "payment instructions." The Bill Pay Service will prompt you for needed information. You authorize us to follow your payment instructions and to rely on the accuracy of all information you provide. We reserve the right to select the method in which to remit funds on your behalf to the payee. Payment methods may include an electronic payment, an electronic to check payment, or a laser draft payment.

b. Payees. The Bill Pay Service (including CheckFree’s terms and conditions) may specify prohibited types of payments and payees, such as payments to payees located outside the United States, and payments made at your own risk, such as tax payments and court ordered payments. You are be solely responsible for any claims or damages resulting from your scheduling of these types of payments or from any payments to prohibited payees, whether or not we make the payment, and even if the payment is delayed or improperly processed. We reserve the right to refuse to pay any person or entity to whom you may direct a payment. We will notify you promptly if we decide to refuse to pay a person or entity designated by you; however, we are not required to notify you regarding a prohibited payee or any payment prohibited under this Agreement.

c. Payments. The "payment date" that you enter with your payment instructions is the date you want the payee to receive your payment and also is the date we will charge your Account for the amount of the payment. Transactions begin processing approximately four (4) business days prior to the scheduled payment date. The Bill Pay Service will instruct you on the earliest payment date available when you enter your payment instructions. In order to ensure adequate time for the payee to receive the payment, the “payment date” you enter must be no later than the date you want the payee to receive the payment ("the payment due date"). If the actual payment due date falls on a non-business day, you must select a payment date that is at least one business day before the payment due date. Some payees require payment to be received before a certain time (such as 2 p.m.) on the payment due date; in this case, the payment date you enter should be at least one business day before the actual payment due date. The payment date you enter with your payment instructions should be prior to any late date or grace period. If your payment instructions do not meet all of these requirements, you bear the risk that the payee will not receive your payment by the payment due date, and you will be responsible for any and all late fees, penalties, finance charges and other actions taken by the payee.

d. Bill Pay Account. In your payment instructions, you must designate an Account from which you will make payment for each bill you wish to pay using the Bill Pay Service (“designated account”). The Bill Pay Service will instruct you how to designate an Account for a bill payment. You authorize us to charge the designated Account according to your payment instructions. You agree that you will have funds available in the designated Account for each payment on the payment date you have designated in your payment instructions; please review your Deposit Account Agreement and this Agreement regarding when funds are made available to your Account, because funds are not always made available on the day of deposit or transfer. If you do not have sufficient funds in the designated Account to cover the transaction, without notice to you, we will decide, in our discretion, whether or not to complete the transaction, and we may make additional attempts to debit your Account for the amount. We also will debit associated service fees and charges (such as insufficient funds or “NSF” fees) in accordance with our agreements and policies. You are responsible and agree to reimburse us for all NSF and related service fees and charges, and you remain liable to us for all funds we have advanced plus applicable service fees and charges until we are paid in full. Availability of funds in other accounts will not prevent insufficient funds charges or rejection of a payment if you do not have sufficient funds in the designated Account. If we are unable to complete the payment transaction for other reasons (such as incomplete or inaccurate information), we will attempt to notify you by e-mail or U.S. mail. We shall have no obligation or liability if we do not complete a transfer or payment because there are insufficient funds in the designated Account to process the transaction or because of incomplete or inaccurate information, and you are responsible for either making alternate arrangements for the payment or rescheduling the payment through Bill Pay.

e. Limitations. We are only responsible for exercising ordinary care in processing and sending payments upon your authorization in accordance with this Agreement. We will not be liable in any way for damages you incur if you do not have sufficient funds in the designated Account to make the payment on the processing date, for delays in mail delivery, for changes to the payee’s address or account number unless you have advised us of the change sufficiently in advance, for the failure of any payee to correctly account for or credit the payment in a timely manner, if you have not provided correct payment information, if you have been advised that the payment processing center is not working properly but you execute a transaction anyway, or for any other circumstances beyond our control.

f. Warranty Disclaimer. The Bill Pay Service is provided "AS IS" without any warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. All implied warranties are disclaimed.

Bill Delivery.

You may be able to utilize a bill delivery and presentment service provided by CheckFree. Bill delivery allows you to view certain bills using your PFM software interface or web browser, as applicable. Bill delivery, if available, is provided to you by CheckFree and not by First Citizens Bank, even if the service is provided through online banking.

Transaction Limitations.

For savings and money market accounts, federal regulations limit third party or pre-authorized transfers and withdrawals to six per statement cycle, no more than three of which may be made by check, draft, debit card, or similar order payable to third parties. Loan payments to us are not included in these limits. For security reasons, we may impose additional limits on the frequency, number, and dollar amounts of transactions you can perform using online banking. In addition, as noted herein, we reserve the right to refuse to pay any person or entity to whom you may direct a payment through online banking. We will notify you promptly if we decide to refuse to pay a person or entity designated by you; however, this notification is not required if you direct us to make any payment which is otherwise prohibited under your agreements with us.

Overdrafts.

If your use of online banking overdraws your Account and the overdraft is not covered by an approved line of credit relating to the overdrawn Account, you agree to make immediate payment to us of the amount of any such overdraft, together with related service charges. You also agree that we may charge the overdraft and related service charges against your other accounts with us to the extent permitted by law or by your Deposit Account Agreement.

Stop Payment and Change Procedure.

If you have told us in advance to make regular payments or transfers out of an Account, you can stop any of these payments or transfers by following the procedures outlined in this section. You may change or cancel Bill Pay instructions by following the directions within the Bill Pay Service. However, once the Bill Pay Service has started processing a payment, the payment cannot be changed or canceled, and you must submit a stop payment request in the manner provided in the Bill Pay Service or in your Deposit Account Agreement. You may change or cancel any instructions you have given us to transfer funds from one of your Accounts to another using online banking if you enter and transmit through online banking your change or cancellation instructions (and we receive your new instructions) at any time prior to the time we actually execute your transfer instructions. Please review your other account agreements for instructions on how to change or stop payments via telephone, in person, or writing; normal service charges apply for each change/stop payment order requested by telephone, in person, or in writing.

If you fail to provide us with complete information or if the information you provide is incorrect (for example, the name of the payee, check number, or amount), you agree that we shall not be responsible for any failure to change or stop payment on such item. We shall have a reasonable time (not less than twenty-four (24) hours) after receipt of a change or stop payment request to act upon the request. You agree that if, before receipt of a change or stop payment request or before a reasonable time to act has passed after receipt of a request, an item has been accepted or certified by us, or if we have paid the item in cash, or settled for the item without receiving a right to revoke the settlement, or have posted the item or otherwise have become accountable for the item, then any change or stop payment request shall be deemed to have been made too late and shall not be honored by us.

You agree to indemnify and hold us harmless from and against any and all losses, damages and expenses, including court costs and attorneys fees, incurred by us on account of our refusing or changing payment of any check or other item in accordance with your instructions. You further agree not to hold us liable for payment of an item contrary to your change or stop payment order if same occurs through inadvertence or accident and without gross negligence, or if by reason of such payment, other items drawn on your Account are returned insufficient.

Our Liability For Errors in Transactions.

We will not be liable if we fail to complete a transaction on time or in the correct amount because of any of the following:

a. You do not have enough money in the applicable Account to complete the transaction.

b. The transaction will exceed the credit limit on your related overdraft line of credit.

c. You do not allow us adequate time according to this Agreement to process instructions we receive from you.

d. The person or entity to whom you direct a transfer or payment mishandles, delays, or fails or refuses to accept a transfer or payment sent by us.

e. You have provided us with incorrect, incomplete or inaccurate data or information concerning the recipient of a transfer or payment or other account information, or you have otherwise failed to comply with the procedures set forth in this Agreement or within the Bill Pay Service.

f. There are technical problems in our receipt of information or instructions from you or a third party involving the Account or transaction (for example, problems arise with computers, software, modems, or telephone communications), or you have attempted a transaction even though you have notice that online banking (or the applicable service) is not working properly.

g. Circumstances beyond our control (such as, but not limited to, fire, flood, interference from an outside force, acts of terror or common enemy, loss or delay due to biological or chemical threats, strikes, lockouts, acts of governmental authorities, delays of couriers or supplies, communications equipment failures, or equipment malfunction occurring despite ordinary maintenance) prevent the proper execution of the transaction, despite reasonable precautions we have taken.

h. This Agreement or your transfer authorization has been terminated.

i. Your Account has been closed, there is a hold on your Account, or access to your Account is blocked in accordance with our policies.

j. Your funds are subject to legal process or encumbrances restricting transfer or withdrawal.

k. Applicable law prevents completion of the transaction.

l. Unusual or extraordinary circumstances exist which indicate improper or unlawful use of your Account.

m. You believe someone has accessed your Account (or has your Access Codes) without your permission and you fail to notify us immediately.

Unless otherwise required by law, if we fail or delay in making a payment or transfer pursuant to your instructions, or if we make a payment or transfer in an incorrect amount which is less than the amount specified in your instructions, our liability is limited to interest on the amount which we failed to timely pay or transfer, calculated from the date on which the payment or transfer was to be made until the date it was actually made or you canceled the instructions. We may pay this interest either to you or the intended recipient of the payment or transfer, and our payment to either person will fully discharge our obligation. Unless otherwise required by law, if we make a payment or transfer in an incorrect amount which exceeds the amount specified in your instructions, or if we permit an unauthorized payment or transfer after we have had a reasonable time to act on a notice from you of unauthorized use as described above, our liability is limited to a refund of the amount incorrectly paid or transferred, plus interest on this amount from the date of the payment or transfer to the date of the refund, but in no event to exceed sixty (60) days' interest. If we become liable to you for interest compensation under this Agreement or applicable law, such interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank in Atlanta for each day interest is due, computed on the basis of a 360-day year. You agree to notify us promptly of our failure or delay to make a payment or transfer pursuant to your instructions. Certain services, such as Bill Pay, may be subject to additional limitations on liability.

Fees and Charges.

You agree that we may charge your Primary Account for all fees and charges related to online banking (including, without limitation, any service fees for third party services accessed through online banking, such as Bill Pay), in accordance with the current applicable fee schedule. However, fees and charges such as insufficient funds charges may be charged against the Account designated for the transaction. You are responsible for any non-Bank charges incurred by accessing online banking, including, but not limited to, local or long-distance telephone charges, Internet access fees and any other charges that may be assessed and billed separately. We reserve the right to change applicable fees and charges at any time. We will provide you with any notice required by law of any changes to our fees and charges. If the applicable Account does not have a sufficient balance to pay all applicable fees and charges due, we may exercise our right of setoff against any of your other accounts as provided by law or your Deposit Account Agreement. Any applicable fees and charges will be charged regardless of whether you access or use a service during the billing cycle. If you close the Primary Account or if the Primary Account is no longer linked to the service, we may terminate your online banking services. However, you can change the Account designated for online banking service charges by contacting us at 1.888.FC DIRECT (1.888.323.4732).

Termination.

You may terminate or discontinue online banking by any of the following methods: (1) you may call our Customer Service Department at 1.888.FC DIRECT (1.888.323.4732); (2) you may contact the customer service representative at your local First Citizens Bank branch; or (3) you may notify us in writing at the address set forth in the “Notices” section below. You will not be entitled to the refund of any prepaid fees or charges. You must tell us your name, address, and the effective date to stop the service. We will process your request as soon as practical after our receipt.

We may refuse online banking services to anyone. We may terminate your online banking services at any time without prior notice and with or without cause. Effective on termination by you or us, any unprocessed payments and transfers will be canceled. However, neither termination nor discontinuation shall affect your liability or obligations under this Agreement, and you will remain liable for transfers and other transactions already in process and for the payment of any accrued fees and charges.

Notices to You.

Any notice (including notice of new agreement terms) we give you concerning online banking and/or your accounts is effective at the earlier of 1) when we send you an electronic message (via the internal bulletin or messaging function of online banking or via external e-mail), 2) when you access or use online banking or any related service after the effective date of a notice posted on our web site on our home page, the log-in page for online banking, or the account summary page, or 3) when we send or deliver the notice to you at the address we have for you in our account records. Any notice we send you will be deemed to have been received by you at the earlier of 1) your confirmation of receipt and 2) within three days of being sent. Notice to any co-owner on an Account is considered effective notice to all co-owners on that Account. Except to the extent limited by law or regulation, by using online banking, you agree that we may provide you by means of an electronic message or electronic posting (see above) any information we are required by law, regulation, or agreement to provide you orally or in writing. A notice that alerts you to availability of a disclosure on an Internet web site and provides you with the web site address of the disclosure, in lieu of sending you the entire disclosure, also will be sufficient notice of the disclosure, absent a legal restriction. YOU AGREE THAT WE MAY SEND YOU ELECTRONIC MESSAGES ABOUT PRODUCTS OR SERVICES WE OFFER (INCLUDING ADVERTISEMENTS), although you may opt out from e-mail advertising by following instructions in the e-mail advertisement.

It is important that you provide us with your current external e-mail and U.S. mail addresses and that you update us immediately with any changes. You agree that we may send notices and other communications, including Access Code confirmations, to the current address shown in our records, whether or not that address includes a designation for delivery to the attention of any particular individual. You also agree that we will not be liable or obligated to you in any way if information is intercepted by an unauthorized person after it leaves our exclusive control, whether in transit or at your place of business. We may ask you to designate one person as our main contact for receipt of information relating to your use of online banking.

Notices to Us.

You can communicate with us electronically using the "messages" link in online banking. If you send us a notice via these links, we will be deemed to have received it at the close of business on the business day immediately following the day you send it. We will have a reasonable time to act on your notices. Do not rely on electronic messages or external e-mail if you need to communicate with us immediately, for example, to report an unauthorized transaction from one of your Accounts or to stop a pre-authorized payment. Notices sent to us are the property of the Bank, and we reserve the right to delete such messages from the system from time to time. For security reasons, we may not act on instructions sent to us from an external e-mail address, so please use the "messages" link to communicate with us electronically. Do not use external e-mail to send confidential or sensitive information about you or your account(s), as these communication means may not be encrypted. For information on security of the "messages" function in online banking, please see the information on "messages" within the online banking service.

Notices you send to us via regular mail, overnight delivery, or hand delivery are effective no earlier than the first business day after our receipt of the notice, unless otherwise required by law or otherwise specified in this Agreement. You must use the following address when mailing us written notices:

First Citizens Bank
Online Banking – DAC52
P.O. Box 27131
Raleigh, NC 27611

Our customer service telephone number for is 1.888.FC DIRECT (1.888.323.4732) and for the hearing impaired is 1.800.860.5136.

Change of Address.

You agree to notify us promptly in writing of any address change, including regular mail and electronic mail addresses. You must notify us by calling us at 1.888.FCDIRECT (1.888.323.4732) or 1.800.860.5136 (for the hearing impaired), or by mailing us at: First Citizens Bank, Online Banking, DAC52, PO Box 27131, Raleigh, NC 27611-7131. You also may change your e-mail address by updating your e-mail address in the "My Profile" section of the online banking service.

Joint and Several Liability.

If any one or more of your deposit Accounts has co-owners, each co-owner will be jointly and severally liable for any obligation which arises from the use of online banking to access the Account. This joint and several liability shall extend as well to any line of credit accessed through any such Account.

Warranty Disclaimer.

We may on a regular basis perform maintenance on our equipment or system, which may result in interrupted service or errors in the service. We also may need to change the scope of our services from time to time. We will attempt to provide prior notice of such interruptions and changes but cannot guarantee that such notice will be provided. We make no representation that online banking services will be uninterrupted or error free. Our sole obligation to you arising out of (i) the nonavailability of online banking or (ii) an interruption or delay in providing online banking, shall be to use commercially reasonable efforts to resume such services. THE FOREGOING IS OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY. IN NO EVENT SHALL THE BANK (OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS) OR ITS SERVICE PROVIDERS (SUCH AS CHECKFREE CORPORATION) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF WE ARE ADVISED OF THE POSSIBLITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF ANY COMPUTER EQUIPMENT, ONLINE BANKING, OR ANY SERVICES ACCESSED THROUGH ONLINE BANKING (SUCH AS BILL PAY). WE MAKE NO WARRANTY, EXPRESSED OR IMPLIED, TO YOU CONCERNING ONLINE BANKING OR ITS RELATED SERVICES, WEB BROWSERS, INTERNET SERVICES, OR OTHER SERVICES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. IF THIS DISCLAIMER IS LIMITED OR PROHIBITED BY APPLICABLE LAW, WE MAKE ONLY THE WARRANTIES SPECIFICALLY REQUIRED BY APPLICABLE LAW. IN NO EVENT SHALL ANY LICENSOR OR PROVIDER OF ANY SOFTWARE OR SERVICE PROVIDED BY OR THROUGH US HEREUNDER BE LIABLE TO YOU FOR ANY ERROR, LOSS OF DATA, MALFUNCTION, OR DEFECT OF OR CAUSED BY SUCH SOFTWARE OR SERVICE. ALL SUCH SOFTWARE AND SERVICES ARE PROVIDED “AS IS.”

Liability for Loss of or Erroneous Data.

You agree to be responsible for saving and storing your information. We shall have no liability to you for any data loss, error, or other damage or loss, direct or consequential, which you may suffer relating to your use of your computer system or third party communications provider. All electronic records used by us for transactions contemplated by this Agreement, including those recording and executing your instructions, are our property or the property of our service providers.

Virus Protection.

We encourage you to routinely scan your hardware and software using a reliable and current virus protection product to detect and remove any viruses found. Undetected or unrepaired, a virus may corrupt and destroy your programs, files and even your hardware. Because of the difficulty in determining the origin of any virus, you agree that we are not responsible for any virus or similar destructive device that you may encounter using online banking.

Ownership of Materials.

The content and information on our site is copyrighted by First Citizens Bank and the unauthorized reproduction or distribution of any portions is prohibited. PFM software and web browsers are owned and licensed by the applicable vendor and are not provided by First Citizens Bank. Microsoft and Microsoft Money are trademarks of Microsoft Corporation or its affiliate, and Intuit Quicken and QuickBooks are trademarks of Intuit Inc. or its affiliate.

Amendments.

We reserve the right to amend this Agreement at any time. We will provide you with notice by a means described in this Agreement and as required by law. Your use of online banking after we amend this Agreement will constitute your acceptance of such changes.

Assignment.

You may not assign this Agreement to any other person or entity. We may assign this Agreement to any company with which we are directly or indirectly affiliated. We may also assign or delegate certain of our rights or responsibilities under this Agreement to independent contractors or other third parties.

No Waiver.

We will not be deemed to have waived any of our rights or remedies under this Agreement unless we send the waiver to you by electronic message or we otherwise mail or deliver to you a written waiver signed by us. No delay or omission on our part in exercising any of our rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies we may have. A waiver on one occasion will not be construed as a bar or waiver of any rights or remedies on future occasions.

Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE THE LAWS OF THE STATE OF NORTH CAROLINA (WITHOUT REGARD TO ITS OR ANY OTHER STATE’S CONFLICTS OF LAWS PROVISIONS) AND APPLICABLE FEDERAL LAW. ANY CLAIMS OR DISPUTES ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE SUBJECT TO THE ARBITRATION PROVISIONS SET FORTH IN THE FIRST CITIZENS BANK DEPOSIT ACCOUNT AGREEMENT, WHICH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE. To the extent that any applicable state or federal law invalidates or is inconsistent with a provision in this Agreement, that provision shall be severed from this Agreement as to any person who is protected by, and subject to the jurisdiction of, that state's laws or the applicable federal law.

Prohibited Persons.

You agree that neither you, any User, nor any transferee or payee is prohibited from participating in the transactions you initiate and/or make through online banking or any of its services, including but not limited to prohibition pursuant to issuances of the Office of Foreign Assets Control or under the U.S. Patriot Act. To the extent consistent with applicable law, you agree to indemnify and hold us harmless from and against any and all claims, losses, damages, liabilities, penalties, fines, and expenses, including court costs and attorneys' fees, incurred by us relating to any such prohibition. Except to the extent prohibited by law, we reserve the right to review and/or monitor transactions and instructions submitted via online banking for security, legal compliance, fraud, and related purposes.

Exhibit A

Additional or Different Terms for Consumer Accounts
Accessed Through Online Banking

The following additional terms apply only to consumer checking or savings accounts (a checking or savings account owned by a natural person and used primarily for personal, family, or household purposes) accessed through online banking. These additional terms do not apply to commercial, business, partnership, or agricultural accounts.

Your Right to Stop Payment and Your Right to Receive Notice of Varying Amounts.

a. Stop Payment Procedure. If you have told us in advance to make regular payments or transfers out of your account, you can stop any of these payments or transfers by following the procedures outlined in this paragraph. You may change or cancel Bill Pay instructions by following the directions within the Service. However, once the Bill Pay Service has started processing a payment, the payment cannot be changed or canceled, and you must submit a stop payment request in the manner provided in the Bill Pay service or in your Deposit Account Agreement. You may change or cancel any instructions you have given us to transfer funds from one of your accounts to another using online banking if you enter and transmit through online banking your change or cancellation instructions (and we receive your new instructions) at any time prior to the time we actually execute your transfer instructions.

Alternatively, you may change or cancel bill payment or funds transfer instructions if you call us at 1.800.221.8617, or write us at First Citizens Bank, Online Banking, DAC52, PO Box 27131, Raleigh, NC 27611-7131, in time for us to receive your change or cancellation instructions seven business days or more before the designated payment or transfer date. If you call, we may also require you to put your request in writing and to get it to us within 14 days after you call. Normal service charges apply for each change/stop payment order requested by telephone or in writing.

b. Notice of Varying Amounts. If your regular payments vary in amount, the person you are going to pay should tell you, at least 10 days before each payment, when it will be made and how much it will be. You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.

c. Failure to Stop Payment of Pre-authorized Transfer. If you order us to stop one of these payments within the applicable time frame indicated above, and we do not do so, we will be liable for your losses or damages caused by our failure except as otherwise limited in this Agreement.

Your Liability for Unauthorized Transfers.

We will send you a monthly account statement for your checking and savings accounts unless there are no transfers in a particular month. In any case, we will send you a statement for your checking and savings accounts at least quarterly. The statement will show Bill Pay and other online banking transfers. If your statement shows transfers that you did not make, tell us AT ONCE. You may call us at 1.800.221.8617, write First Citizens Bank, Online Banking, DAC52, P.O. Box 27131, Raleigh, NC 27611-7131. If you do not tell us within sixty days after the statement was mailed to you, you may not get back any money you lost after the sixty days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we may extend the time periods. Remember that if you maintain the confidentiality of your password, it will reduce the possibility of unauthorized use.

Errors and Questions.

In case of errors or questions about your electronic transfers, call us at 1.800.221.8617, write First Citizens Bank, Online Banking, DAC52, PO Box 27131, Raleigh, NC 27611-7131 as soon as you can, if you think your statement is wrong or if you need more information about a transfer listed on your statement.

Alternatively, you may call or visit your local branch office. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.

When you notify us: 1) tell us your name and account number, 2) describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information, and 3) tell us the dollar amount of the suspected error. If you tell us orally, we may require that you send us your complaint or question in writing within 10 business days.

We will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will re-credit your account within 10 business days for the amount you think is in error, so that you will have use of the money during the time if takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not re-credit your account. If your complaint or question involves (i) an electronic fund transfer that was initiated outside the United States or that resulted from a point-of-sale debt card transaction, then the 45 day investigation period will be extended to 90 days; (ii) an electronic fund transfer to or from the account during the first 30 days the account is open, then the 10 day period will be extended to 20 business days, and the 45 day investigation period will be extended to 90 days.

We will tell you the results within three business days after completing our investigation. If we decide there was no error, we will send you a written explanation within three business days after we finish our investigation. You may ask for copies of the documents that we used in our investigation.

Addition to " If You Believe Your Access Codes Are Lost, Stolen Or Used Without Your Authority":

If you believe your Access Codes have been lost or stolen, and you tell us within two business days after you learn of the loss or theft, you can lose no more than $50 if someone used your password without your permission to make an unauthorized electronic fund transfer (as defined by federal law). If you do NOT tell us within two business days after you learn of the loss or theft of your password, and we can prove we could have stopped someone from using your password without your permission if you had told us, you could lose as much as $500. Losses could include not only money in your account, but also advances on any credit line associated with your account.

Information Authorization.

You authorize us and our agents to request and obtain consumer reports on you from any consumer reporting agency and to obtain and verify information relating to you and your accounts from any other source. You also authorize us to disclose any information relating to you and your accounts (i) to any consumer reporting agency or any other person or entity we reasonably believe is conducting a legitimate credit inquiry, (ii) to any financial institution, (iii) to any account information service (such as Chex Systems or Equifax), (iv) in response to any subpoena, summons, court or administrative order, or other legal process which we reasonably believe requires our compliance, (v) to any of our affiliates or subsidiaries, (vi) to First Citizens BancShares, Inc. (our parent company) and any of its subsidiaries or affiliates, and (vii) to any law enforcement officer if we suspect any wrongdoing in connection with any of your accounts. You further agree that we may obtain financial information regarding your accounts with any of your designated payees to resolve payment problems. From time to time we are legally required to provide information in response to court or administrative orders, subpoenas, summonses, tax levies, or other such legal process. You agree to pay our standard charges for the research and copying of documents and for any other expenses we incur in complying with such legal process including, but not limited to, our attorneys' fees. Our fees will be determined from our Disclosure of Products and Fees in effect at the time that the Services are rendered, and we will charge your Primary Account for any such fees or expenses.

Disclosure of Account Information.

a. In General. We will disclose information to third parties about your account(s) or the transfers you make that we believe is necessary:

• To complete or document transactions, to investigate possible unauthorized transactions, or to combat fraud.
• To verify the existence and condition of your account for a third party, such as a credit bureau or merchant.
• In response to government agency inquiries or orders.
• In response to court orders.
• If you give us your written or oral permission.
• To comply with government regulations.
• To offer you products and services that we believe may interest you.

You must pay our standard charges for research and copying when we provide account information to you or to third parties.

b. FCB Affiliates. We routinely share information concerning our customers with our "affiliates." Our "affiliates" are all members of the First Citizens corporate family and include our subsidiaries and all of the other companies owned or controlled by First Citizens BancShares, our parent company. Federal law permits us to share limited information about you without your consent. In general, this information includes identification information (such as your name and address) and information concerning your transactions with us and our experiences with you. Our goal is to offer you the broadest range and highest quality of financial products and services we can provide. To do this effectively, we need to share "other information" with our affiliates in addition to identification, transaction and experience information. For example, when we share information about you with our affiliates which we obtain from an application or a consumer report, our affiliates can determine whether certain financial products and services are appropriate for your needs. Please be assured that we do not share this "other information" with non-affiliated third parties unless we are required to do so by law or permitted to do so under your Account Agreement. Unlike identification, transaction and experience information that we may share by law, the Fair Credit Reporting Act permits you to direct us not to share "other information" with our affiliates. To do so, you must notify us in writing of your request. Please include your name, current address, social security number, telephone number, account number and type of account, and send your written request to First Citizens Bank, P. O. Box 26592, Raleigh, NC 27611-6592. Your request must be mailed in a separate envelope and should not be included with any other Bank correspondence. Each customer may separately choose to ask that we not share his or her "other information" with our affiliates. A customer who directs us not to share "other information" may do so only on his or her own behalf. We will process your request as soon as we reasonably can.