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Financial Officers Code of Ethics

First Citizens BancShares, Inc.
Financial Officers Code of Ethics

As amended, restated and approved by the Board of Directors on January 28, 2014

Scope

As used in this Code, (i) the term "BancShares" refers to First Citizens BancShares, Inc.; (ii) the term "Company" refers collectively to BancShares and its subsidiaries; and (iii) the term "Financial Officers" refers collectively to BancShares’ Chief Executive Officer, BancShares’ Chief Financial Officer, and certain other senior financial officers within BancShares and/or its subsidiaries who have primary responsibility for the Company’s financial reporting and accounting functions.

For Financial Officers who are Company employees, this Code supplements the Financial Officers’ obligations under BancShares’ Code of Ethics. For Financial Officers who are both Company employees and Directors of BancShares, this Code supplements the Financial Officers’ obligations under both BancShares’ Code of Ethics and BancShares’ Directors Code of Ethics.

Responsibilities of Financial Officers

Along with all other employees of the Company, Financial Officers are expected to adhere to all standards of conduct adopted by the Company from time to time. However, unlike the Company’s other associates, Financial Officers have added responsibilities as a result of their primary roles in (i) maintaining the Company’s financial books and records, (ii) establishing and maintaining the Company’s disclosure controls and procedures, (iii) establishing and maintaining appropriate internal control over financial reporting, and (iv) preparing and reviewing the Company’s financial reports and other public disclosures. The Company has an obligation to provide full, fair, accurate, timely, and understandable reporting to its shareholders, its regulators, and the investing public. In fulfilling their duties and responsibilities in general, and in addition to their other obligations, Financial Officers shall strive to ensure that:

In carrying out these obligations, Financial Officers must:

Financial Officers will be held accountable for compliance with this Code. Failure to follow its terms and directives may result in disciplinary action, up to and including termination. Any questions regarding this Code or its application should be addressed to the officer’s supervisor or, in the alternative, to the Chairman of the Audit Committee. Reports to the Audit Committee may be made through the Committee Chairman or to any member of the Committee. Violations of this Code may also constitute violations of law, and could result in criminal and/or civil penalties against the Financial Officer and the Company.

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