News Release · December 02, 2019

Summary of Department of Justice Letter of Agreement with First Citizens and Entegra

RALEIGH, N.C. — On December 2, 2019, First-Citizens Bank & Trust Company and First Citizens BancShares, Inc. ("First Citizens") and Entegra Bank and Entegra Financial Corp. ("Entegra") (collectively, the "Parties") entered into a Letter of Agreement (the "LOA") with the Department of Justice, Antitrust Division (the "DOJ") regarding the merger of First Citizens and Entegra (the "Merger"). Questions or concerns regarding the LOA may be directed to: Phone: (919-716-2716) or Email: barbara.thompson@firstcitizens.com.

In connection with obtaining clearance of the transaction by the DOJ, the LOA requires that the Parties divest 3 Entegra Bank branches located in western North Carolina: Holly Springs (30 Hyatt Road, Franklin, NC), Highlands (473 Carolina Way, Highlands, NC) and Sylva (498 East Main, Sylva, NC) (collectively, the "Divestiture Branches" or the "Divestiture") and enter into a sale agreement for the Divestiture Branches with a buyer approved by the DOJ (the "Divestiture Buyer") prior to the close of the Merger.

The Parties may not exclude any customer relationships from the Divestiture unless expressly agreed with the DOJ. Moreover, the Parties must work to preserve the operation of the Divestiture Branches and not do anything to impede the operations or divestiture of the Divestiture Branches, including not taking any action that would cause a decrease in the number of customers at the Divestiture Branches prior to the consummation of the Divestiture.

The Parties and the DOJ want all employees at the Divestiture Branches to stay with their branch and continue to serve customers as usual through the consummation of the Divestiture. In fact, the LOA prohibits the Parties from transferring employees such as branch managers, assistant branch managers, or loan officers away from any Divestiture Branch. In accordance with the LOA, the Parties will provide information to help facilitate the transition of Divestiture Branch employees to the Divestiture Buyer, and the Parties hope that all Divesture Branch employees will be employed by the Divestiture Buyer.

The Parties are seeking approvals from the federal and state bank regulatory agencies (the "Bank Regulatory Agencies"). The Parties hope to identify an approved Divestiture Buyer and close the Merger between First Citizens and Entegra as soon as practicable, and, following closing of the Merger, the Divestiture Branches will continue to be operated as they are currently being operated until closing of the Divestiture, which must occur within 180 days after the closing of the Merger. We hope to have further news on timing and identification of an approved Divestiture Buyer in the next few weeks.

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