Common use of Notice of Guaranteed Delivery Clause in Contracts

Notice of Guaranteed Delivery. If a Rights Offeree wishes to exercise Rights, but time will not permit such Rights Offeree to cause the Rights Certificate evidencing such Rights to reach the Subscription Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions are met (the "Guaranteed Delivery Procedures"): (a) such Rights Offeree has caused payment in full of the Subscription Price for each share of Series B Preferred being subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name and address of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred being subscribed for pursuant to the Basic Subscription Right and the number of shares of Series B Preferred, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282-5800).

Notice of Guaranteed Delivery. If YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ____________________, 1998, UNLESS EXTENDED. PLEASE FURNISH COPIES OF TH ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR WHOM YOU HOLD OLD CAPITAL SECURITIES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE AS QUICKLY AS POSSIBLE. In all cases, exchanges of Old Capital Securities accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (a) certificates representing such Old Capital Securities, or a Rights Offeree wishes book entry confirmation (as defined in the Prospectus), as the case may be, (b) the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, or an Agent's Message (as defined in the Prospectus), and (c) any other required documents. Holders who wish to exercise Rightstender their Old Capital Securities and (i) whose Old Capital Securities are not immediately available or (ii) who cannot deliver their Old Capital Securities, but time will not permit such Rights Offeree the Letter of Transmittal or an Agent's Message and any other documents required by the Letter of Transmittal to cause the Rights Certificate evidencing such Rights to reach the Subscription Exchange Agent on or prior to the Expiration DateDate must tender their Old Capital Securities according to the guaranteed delivery procedures set forth under the caption "The Exchange Offer--Procedure for Tendering Old Capital Securities" in the Prospectus. The Exchange Offer is not being made to, such Rights may nevertheless nor will tenders be exercised if all accepted from or on behalf of, holders of Old Capital Securities residing in any jurisdiction in which the making of the following conditions are met Exchange Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. Neither the Company nor the Issuer Trust will make any payments to brokers, dealers or other persons for soliciting acceptances of the Exchange Offer. The Company will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. Questions and requests for assistance with respect to the Exchange Offer or for copies of the Prospectus and Letter of Transmittal may be directed to the Exchange Agent at its address set forth in the Prospectus or at 0-000-000-0000. Very truly yours, FCB/SC CAPITAL TRUST I NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY, THE ISSUER TRUST OR ANY AFFILIATE THEREOF, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. FORM OF LETTER TO CLIENTS FCB/SC CAPITAL TRUST I OFFER TO EXCHANGE ITS NEWLY ISSUED 8.25% CAPITAL SECURITIES (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY) WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OF ITS OUTSTANDING 8.25% CAPITAL SECURITIES (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY) PURSUANT TO THE PROSPECTUS DATED __________, 1998 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________, 1998, UNLESS THE OFFER IS EXTENDED TO OUR CLIENTS: Enclosed for your consideration is a Prospectus dated ________, 1998 (the "Guaranteed Delivery ProceduresProspectus"): ) and a Letter of Transmittal (awhich together constitute the "Exchange Offer") such Rights Offeree has caused payment in full relating to the offer by First Citizens Bancorporation of South Carolina, Inc., a South Carolina corporation (the "Company"), and FCB/SC Capital Trust I, a Delaware business trust (the "Issuer Trust"), to exchange up to $50,000,000 aggregate liquidation amount of newly issued 8.25% Capital Securities of the Subscription Price Issuer Trust (the "New Capital Securities") for each share a like liquidation amount of Series B Preferred the Issuer Trust's outstanding 8.25% Capital Securities (the "Old Capital Securities"). As set forth in the Prospectus, the terms of the New Capital Securities are identical in all material respects to the Old Capital Securities, except that the New Capital Securities have been registered under the Securities Act of 1933, as amended, and therefore will not be subject to certain restrictions on their transfer and will not provide for any increase in interest rate paid thereon, subject to certain exceptions. Old Capital Securities may be tendered for exchange in whole or in part in a liquidation amount of $100,000 (100 Old Capital Securities) or any integral multiple of $1,000 in excess thereof. The enclosed material is being subscribed forwarded to you as the beneficial owner of Old Capital Securities held by us for your account or benefit but not registered in your name. An exchange of any Old Capital Securities may only be made by us as the registered Holder pursuant to your instructions. Therefore, the Company and the Issuer Trust urge beneficial owners of Old Capital Securities registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such Holder promptly if they wish to exchange Old Capital Securities in the Exchange Offer. Accordingly, we request instructions as to whether you wish us to exchange any or all such Old Capital Securities held by us for your account or benefit, pursuant to the Basic Subscription Right terms and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially conditions set forth in the form provided with Prospectus and Letter of Transmittal. We urge you to read carefully the Subscription Documents, from an Eligible Institution, stating the name Prospectus and address Letter of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred being subscribed for pursuant Transmittal before instructing us to the Basic Subscription Right and the number of shares of Series B Preferred, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282-5800)exchange your Old Capital Securities.

Notice of Guaranteed Delivery. If a Rights Offeree wishes to exercise Rights, but time will not permit such Rights Offeree to cause the Rights Certificate evidencing such Rights to reach the Subscription Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions are met (the "Guaranteed Delivery Procedures"): (a) such Rights Offeree has caused payment in full of the Subscription Price for each share of Series B Preferred Unit being subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name and address of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred Units being subscribed for pursuant to the Basic Subscription Right and the number of shares of Series B PreferredUnits, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way may be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) -282-5800).

Notice of Guaranteed Delivery. If a Rights Offeree wishes to exercise Rights, but time will not permit such Rights Offeree to cause the Rights Certificate evidencing such Rights to reach the Subscription Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions are met (the "Guaranteed Delivery Procedures"): (a) such Rights Offeree has caused payment in full of the Subscription Price for each share of Series B Preferred Unit being subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name and address of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred Units being subscribed for pursuant to the Basic Subscription Right and the number of shares of Series B PreferredUnits, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way may be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282-5800__________).

Notice of Guaranteed Delivery. If a Rights Offeree wishes to exercise Rights, but time will not permit such Rights Offeree to cause the Rights Certificate evidencing such Rights to reach the Subscription Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions are met (the "Guaranteed Delivery Procedures"): (a) such Rights Offeree has caused payment in full of the Subscription Price for each share of Series B Preferred Unit being subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name and address of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred Units being subscribed for pursuant to the Basic Subscription Right and the number of shares of Series B PreferredUnits, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City timeYork, New York, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, exercised are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York, New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way may be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282-5800___________).

Notice of Guaranteed Delivery. If YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 23, 1998, UNLESS EXTENDED. PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR WHOM YOU HOLD OLD CAPITAL SECURITIES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE AS QUICKLY AS POSSIBLE. In all cases, exchanges of Old Capital Securities accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (a) certificates representing such Old Capital Securities, or a Rights Offeree wishes Book-Entry Confirmation (as defined in the Prospectus), as the case may be, (b) the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, or an Agent's Message (as defined in the Prospectus), and (c) any other required documents. Holders who wish to exercise Rightstender their Old Capital Securities and (i) whose Old Capital Securities are not immediately available or (ii) who cannot deliver their Old Capital Securities, but time will not permit such Rights Offeree the Letter of Transmittal or an Agent's Message and any other documents required by the Letter of Transmittal to cause the Rights Certificate evidencing such Rights to reach the Subscription Exchange Agent on or prior to the Expiration DateDate must tender their Old Capital Securities according to the guaranteed delivery procedures set forth under the caption "The Exchange Offer -- Procedure for Tendering Old Capital Securities" in the Prospectus. The Exchange Offer is not being made to, such Rights may nevertheless nor will tenders be exercised if all accepted from or on behalf of, holders of Old Capital Securities residing in any jurisdiction in which the making of the following conditions are met Exchange Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. Neither the Company nor the Issuer Trust will make any payments to brokers, dealers or other persons for soliciting acceptances of the Exchange Offer. The Company will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. Questions and requests for assistance with respect to the Exchange Offer or for copies of the Prospectus and Letter of Transmittal may be directed to the Exchange Agent at its address set forth in the Prospectus or at 0-000-000-0000. Very truly yours, FCB/NC CAPITAL TRUST I NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY, THE ISSUER TRUST OR ANY AFFILIATE THEREOF, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. FCB/NC CAPITAL TRUST I OFFER TO EXCHANGE ITS NEWLY ISSUED 8.05% CAPITAL SECURITIES (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY) WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OF ITS OUTSTANDING 8.05% CAPITAL SECURITIES (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY) PURSUANT TO THE PROSPECTUS DATED AUGUST 24, 1998 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 23, 1998, UNLESS THE OFFER IS EXTENDED TO OUR CLIENTS: Enclosed for your consideration is a Prospectus dated August 24, 1998 (the "Guaranteed Delivery ProceduresProspectus"): ) and a Letter of Transmittal (awhich together constitute the "Exchange Offer") such Rights Offeree has caused payment in full relating to the offer by First Citizens BancShares, Inc., a Delaware corporation (the "Company"), and FCB/NC Capital Trust I, a Delaware business trust (the "Issuer Trust"), to exchange up to $150,000,000 aggregate liquidation amount of newly issued 8.05% Capital Securities of the Subscription Price Issuer Trust (the "New Capital Securities") for each share a like liquidation amount of Series B Preferred the Issuer Trust's outstanding 8.05% Capital Securities (the "Old Capital Securities"). As set forth in the Prospectus, the terms of the New Capital Securities are identical in all material respects to the Old Capital Securities, except that the New Capital Securities have been registered under the Securities Act of 1933, as amended, and therefore will not be subject to certain restrictions on their transfer and will not provide for any increase in interest rate paid thereon, subject to certain exceptions. Old Capital Securities may be tendered for exchange in whole or in part in a liquidation amount of $100,000 (100 Old Capital Securities) or any integral multiple of $1,000 in excess thereof. The enclosed material is being subscribed forwarded to you as the beneficial owner of Old Capital Securities held by us for your account or benefit but not registered in your name. An exchange of any Old Capital Securities may only be made by us as the registered Holder pursuant to your instructions. Therefore, the Company and the Issuer Trust urge beneficial owners of Old Capital Securities registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such Holder promptly if they wish to exchange Old Capital Securities in the Exchange Offer. Accordingly, we request instructions as to whether you wish us to exchange any or all such Old Capital Securities held by us for your account or benefit, pursuant to the Basic Subscription Right terms and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially conditions set forth in the form provided with Prospectus and Letter of Transmittal. We urge you to read carefully the Subscription Documents, from an Eligible Institution, stating the name Prospectus and address Letter of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred being subscribed for pursuant Transmittal before instructing us to the Basic Subscription Right and the number of shares of Series B Preferred, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282-5800)exchange your Old Capital Securities.

Notice of Guaranteed Delivery. If YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 14, 1998, UNLESS EXTENDED. PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR WHOM YOU HOLD OLD CAPITAL SECURITIES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE AS QUICKLY AS POSSIBLE. In all cases, exchanges of Old Capital Securities accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (a) certificates representing such Old Capital Securities, or a Rights Offeree wishes Book-Entry Confirmation (as defined in the Prospectus), as the case may be, (b) the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, or an Agent's Message (as defined in the Prospectus), and (c) any other required documents. [Continued on Reverse] Holders who wish to exercise Rightstender their Old Capital Securities and (i) whose Old Capital Securities are not immediately available or (ii) who cannot deliver their Old Capital Securities, but time will not permit such Rights Offeree the Letter of Transmittal or an Agent's Message and any other documents required by the Letter of Transmittal to cause the Rights Certificate evidencing such Rights to reach the Subscription Exchange Agent on or prior to the Expiration DateDate must tender their Old Capital Securities according to the guaranteed delivery procedures set forth under the caption "The Exchange Offer -- Procedure for Tendering Old Capital Securities" in the Prospectus. The Exchange Offer is not being made to, such Rights may nevertheless nor will tenders be exercised if all accepted from or on behalf of, holders of Old Capital Securities residing in any jurisdiction in which the making of the following conditions are met Exchange Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. Neither the Company nor the Issuer Trust will make any payments to brokers, dealers or other persons for soliciting acceptances of the Exchange Offer. The Company will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. Questions and requests for assistance with respect to the Exchange Offer or for copies of the Prospectus and Letter of Transmittal may be directed to the Exchange Agent at its address set forth in the Prospectus or at 0-000-000-0000. Very truly yours, FCB/SC CAPITAL TRUST I NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY, THE ISSUER TRUST OR ANY AFFILIATE THEREOF, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. FCB/SC CAPITAL TRUST I OFFER TO EXCHANGE ITS NEWLY ISSUED 8.25% CAPITAL SECURITIES (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY) WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OF ITS OUTSTANDING 8.25% CAPITAL SECURITIES (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY) PURSUANT TO THE PROSPECTUS DATED SEPTEMBER 14, 1998 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 14, 1998, UNLESS THE OFFER IS EXTENDED. TO OUR CLIENTS: Enclosed for your consideration is a Prospectus dated September 14, 1998 (the "Guaranteed Delivery ProceduresProspectus"): ) and a Letter of Transmittal (awhich together constitute the "Exchange Offer") such Rights Offeree has caused payment in full relating to the offer by First Citizens Bancorporation of South Carolina, Inc., a South Carolina corporation (the "Company"), and FCB/SC Capital Trust I, a Delaware business trust (the "Issuer Trust"), to exchange up to $50,000,000 aggregate liquidation amount of newly issued 8.25% Capital Securities of the Subscription Price Issuer Trust (the "New Capital Securities") for each share a like liquidation amount of Series B Preferred the Issuer Trust's outstanding 8.25% Capital Securities (the "Old Capital Securities"). As set forth in the Prospectus, the terms of the New Capital Securities are identical in all material respects to the Old Capital Securities, except that the New Capital Securities have been registered under the Securities Act of 1933, as amended, and therefore will not be subject to certain restrictions on their transfer and will not provide for any increase in interest rate paid thereon, subject to certain exceptions. Old Capital Securities may be tendered for exchange in whole or in part in a liquidation amount of $100,000 (100 Old Capital Securities) or any integral multiple of $1,000 in excess thereof. The enclosed material is being subscribed forwarded to you as the beneficial owner of Old Capital Securities held by us for your account or benefit but not registered in your name. An exchange of any Old Capital Securities may only be made by us as the registered Holder pursuant to your instructions. Therefore, the Company and the Issuer Trust urge beneficial owners of Old Capital Securities registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such Holder promptly if they wish to exchange Old Capital Securities in the Exchange Offer. Accordingly, we request instructions as to whether you wish us to exchange any or all such Old Capital Securities held by us for your account or benefit, pursuant to the Basic Subscription Right terms and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially conditions set forth in the form provided with Prospectus and Letter of Transmittal. We urge you to read carefully the Subscription Documents, from an Eligible Institution, stating the name Prospectus and address Letter of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred being subscribed for pursuant Transmittal before instructing us to the Basic Subscription Right and the number of shares of Series B Preferred, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282-5800)exchange your Old Capital Securities.

Notice of Guaranteed Delivery. If a Rights Offeree wishes Complete this area if you are not delivering your stock certificate(s) with the Election Form/Letter of Transmittal and will be completing the enclosed Notice of Guaranteed Delivery. Stockholders whose certificate(s) for shares of Caesars common stock are not immediately available or who cannot deliver their certificate(s) for shares of Caesars common stock to exercise Rights, but time will not permit such Rights Offeree to cause the Rights Certificate evidencing such Rights to reach the Subscription Agent The Bank of New York on or prior to the Expiration DateElection Deadline or for Book-Entry Confirmation may make an effective election to receive the stock consideration for their Caesars common stock by properly completing and duly executing the enclosed Notice of Guaranteed Delivery. Pursuant to this procedure, such Rights may nevertheless (i) the election must be exercised if all made by or through an eligible institution, (ii) a properly completed and duly executed Notice of the following conditions are met (the "Guaranteed Delivery Procedures"): (a) such Rights Offeree has caused payment in full of the Subscription Price for each share of Series B Preferred being subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Right to must be received by the Subscription Agent The Bank of New York on or prior to the Expiration Date; Election Deadline, and (biii) the Subscription Agent receivescertificate(s) evidencing all physically surrendered shares of Caesars common stock or Book-Entry Confirmations, on as the case may be, together with a properly completed and duly executed Election Form/Letter of Transmittal (or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"manually signed facsimile thereof), substantially together with any required signature guarantees, or an Agent’s Message in the form provided with the Subscription Documents, from an Eligible Institution, stating the name and address case of the Rights Offeree, the Rights Certificate number(s) held by such Rights Offeree, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred being subscribed for pursuant to the Basic Subscription Right and the number of shares of Series B Preferred, if any, being subscribed for pursuant to the Overa book-Subscription Rightentry transfer, and guaranteeing the delivery to the Subscription Agent any other documents required by this Election Form/Letter of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m.Transmittal, must be received by The Bank of New York City time, on within three New York Stock Exchange trading days after the date three (3) business days following the date of execution of the Notice of Guaranteed Delivery; and (c) . Please read the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the enclosed Notice of Guaranteed Delivery relating theretofor more information. FAILURE TO COMPLETE, SIGN AND RETURN THE SUBSTITUTE FORM W-9 INCLUDED WITH THE ELECTION FORM/LETTER OF TRANSMITTAL OR AN IRS FORM W-8BEN MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. DELIVERY INSTRUCTIONS The Notice Bank of Guaranteed Delivery way be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimileNew York By Facsimile Transmission: (303For Eligible Institutions Only) 282(000) 000-58000000 To Confirm Facsimile Only: (000) 000-0000, Ext. 200 SUBSTITUTE Part 1 — PLEASE PROVIDE YOUR TIN IN Social Security Number OR FORM W-9 THE BOX AT RIGHT AND CERTIFY BY Employer Identification Number SIGNING AND DATING BELOW. Department of the Treasury Internal Revenue Part 2 — Certification Under Penalties of Perjury, I certify that: Part 3 — Awaiting TIN o Service (1) The number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me).. Payer’s Request for (2) I am not subject to backup withholding because: Taxpayer (a) I am exempt from backup withholding; Identification Number (TIN) and Certification (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends; or

Notice of Guaranteed Delivery. If a Rights Offeree wishes and 4. A proposed client letter, which you may wish to exercise Rights, but time use to obtain election instructions from your clients. YOUR PROMPT ACTION IS REQUIRED. PLEASE CONTACT YOUR CLIENTS AS SOON AS POSSIBLE. PLEASE NOTE THAT THE RIGHT TO MAKE AN ELECTION WILL EXPIRE IF AN ELECTION FORM IS NOT RECEIVED BY THE EXCHANGE AGENT BY THE ELECTION DEADLINE. Xxxxxx Xxxxxxx and Xxxxx Xxxxx will not permit such Rights Offeree to cause publicly announce the Rights Certificate evidencing such Rights to reach the Subscription Agent on or Election Deadline at least five business days prior to the Expiration Date, such Rights may nevertheless be exercised if all anticipated closing date of the following conditions mergers, but you are met encouraged to obtain instructions from your clients as promptly as practicable. You may also obtain up-to-date information regarding the Election Deadline by calling Xxxxx Xxxxx Investor Relations at (000) 000-0000 or Xxxxxx Xxxxxxx Investor Relations at (000) 000-0000. For an election to be valid, a duly executed and properly completed Election Form, including any required signature guarantees and any other documents, should be submitted to the Exchange Agent, together with a confirmation of book-entry transfer or properly completed Notice of Guaranteed Delivery in a timely manner and in accordance with the instructions contained in the Election Form. Stockholders who cannot complete the procedures for book-entry transfer prior to the Election Deadline must surrender their shares according to the procedure for guaranteed delivery set forth in the enclosed Notice of Guaranteed Delivery. No fees or commissions will be payable by Xxxxx Xxxxx or Xxxxxx Xxxxxxx, or any officer, director, stockholder, agent or other representative of Xxxxx Xxxxx or Xxxxxx Xxxxxxx, to any broker, dealer or other person for soliciting surrender of shares pursuant to the election (other than fees paid to Broadridge for services in connection with the election and exchange process). Xxxxxx Xxxxxxx will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients whose shares are held by you as a nominee or in a fiduciary capacity. Any inquiries you may have with respect to the election should be addressed to Xxxxx Xxxxx or Xxxxxx Xxxxxxx. Additional copies of the enclosed materials may be obtained by contacting Broadridge. ​ ​ XXXXX XXXXX CORP. ​ ​ ​ ​ ​ ​ Xxxxxx X. Xxxxx Xx. ​ ​ Chairman and Chief Executive Officer THE RIGHT TO MAKE AN ELECTION WILL EXPIRE IF AN ELECTION FORM IS NOT RECEIVED BY THE EXCHANGE AGENT BY 5:00 P.M., EASTERN TIME, ON THE DATE THAT IS THREE BUSINESS DAYS PRECEDING THE CLOSING DATE OF THE MERGERS. THE TIME AND DATE OF THE EXPIRATION OF THE ELECTION PERIOD IS XXXXXX REFERRED TO AS THE “ELECTION DEADLINE.” UNLESS WE HAVE OTHERWISE ADVISED YOU OF AN EARLIER PROCESSING DEADLINE, IT IS IMPERATIVE THAT WE RECEIVE YOUR INSTRUCTIONS BY THE DATE THAT IS THREE BUSINESS DAYS PRIOR TO THE ELECTION DEADLINE IN ORDER TO PROPERLY FULFILL YOUR INSTRUCTIONS. On October 7, 2020, Xxxxx Xxxxx Corp. (“Xxxxx Xxxxx”) entered into an Agreement and Plan of Merger (the "Guaranteed Delivery Procedures"): “Merger Agreement”), with Xxxxxx Xxxxxxx (a) such Rights Offeree has caused payment in full “Xxxxxx Xxxxxxx”), Mirror Merger Sub 1, Inc., a wholly owned subsidiary of Xxxxxx Xxxxxxx, and Mirror Merger Sub 2, LLC, a wholly owned subsidiary of Xxxxxx Xxxxxxx. Pursuant to the terms of the Subscription Price Merger Agreement (attached as Annex A to the Information Statement/Prospectus dated [•], 2021 and mailed to Xxxxx Xxxxx stockholders of record as of [•], 2021), you have the opportunity to elect to receive, as merger consideration for each share of Series B Preferred being subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Right to be received by the Subscription Agent on or prior to the Expiration Date; (b) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name and address of the Rights OffereeXxxxx Xxxxx common stock that you own, the Rights Certificate number(s) held by such Rights Offereefollowing, the number of Rights held by the Rights Certificate or Rights Certificates held by such Rights Offeree, the number of shares of Series B Preferred being subscribed for pursuant subject to the Basic Subscription Right and the number of shares of Series B Preferred, if any, being subscribed for pursuant to the Over-Subscription Right, and guaranteeing the delivery to the Subscription Agent of the Rights Certificate evidencing such Rights at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery; and (c) the properly completed Rights Certificate(s) evidencing the Rights being exercised, with any required signatures guaranteed, are received by the Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery way be delivered to the Subscription Agent in the same manner as Rights Certificates at the addresses set forth above, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile: (303) 282-5800).certain limitations: