BANKERS TRUST COMPANY
EXCHANGE AGENT AGREEMENT
Bankers Trust Company
Corporate Trust and Agency Group
Four Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Corporate Market Services
Ladies and Gentlemen:
FCB/SC Capital Trust I (the "Issuer Trust"), a statutory business trust created
under the laws of the State of Delaware, together with First Citizens
Bancorporation of South Carolina, Inc., a South Carolina corporation (the
"Company"), is offering to exchange (the "Exchange Offer") up to $50,000,000
aggregate liquidation amount of its 8.25% Capital Securities (the "New Capital
Securities") for an equal principal amount of its outstanding 8.25% Capital
Securities (the "Old Capital Securities"), of which $50,000,000 aggregate
liquidation amount is outstanding (the "New Capital Securities" and the "Old
Capital Securities" are collectively referred to herein as the "Capital
Securities"), pursuant to a prospectus (the "Prospectus") included in the
Company's Registration Statement on Form S-4 (File No. 333-60319) as amended
(the "Registration Statement"), filed with the Securities and Exchange
Commission (the "SEC"). The Term "Expiration Date" shall mean 5:00 p.m., New
York City time, on October 14, 1998, unless the Exchange Offer is extended as
provided in the Prospectus, in which case the term "Expiration Date" shall mean
the latest date and time to which the Exchange Offer is extended. Upon execution
of this Agreement, Bankers Trust Company will act as the Exchange Agent for the
Exchange Offer (the "Exchange Agent"). Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed thereto in the
Prospectus.
A copy of each of the form of letter of transmittal (the "Letter of
Transmittal"), the form of the notice of guaranteed delivery (the "Notice of
Guaranteed Delivery"), the form of letter to brokers and the form of letter of
clients (collectively, the "Tender Documents") to be used by Holders of Old
Capital Securities in order to receive New Capital Securities pursuant to the
Exchange Offer are attached hereto as Exhibit A.
The Company hereby appoints you to act as Exchange Agent in connection with the
Exchange Offer. In carrying out your duties as Exchange Agent, you are to act in
accordance with the following provisions of this Agreement:
1. You are to mail the Prospectus and the Tender Documents to all of the
Holders and participants on the day that you are notified by the Company that
the Registration Statement has become effective under the Securities Act of
1933, as amended, or as soon as practicable thereafter, and to make mailings
subsequent to the
date thereof and to any persons who become Holders prior to the Expiration Date
and to any persons as may from time to time be requested by the Company. All
mailings pursuant to this Section 1 shall be by first class mail, postage
prepaid, unless otherwise specified by the Company. You shall also accept and
comply with telephone requests for information relating to the Exchange Offer
provided that such information shall relate only to the procedures for tendering
Old Capital Securities in (or withdrawing tenders of Old Capital Securities
from) the Exchange Offer. All other requests for information relating to the
Exchange Offer shall be directed to the Company, Attention: Xxx X. Case.
2. You are to examine Letters of Transmittal and the Old Capital
Securities and other documents delivered or mailed to you, by or for the
Holders, prior to the Expiration Date, to ascertain whether (i) the Letters of
Transmittal are properly executed and completed in accordance with the
instructions set forth therein, (ii) the Old Capital Securities are in proper
form for transfer and (iii) all other documents submitted to you are in proper
form. In each case where a Letter of Transmittal or other document has been
improperly executed or completed or, for any other reason, is not in proper
form, or some other irregularity exists, you are authorized to endeavor to take
such action as you consider appropriate to notify the tendering Holder of such
irregularity and as to the appropriate means of resolving the same.
Determination of questions as to the proper completion or execution of the
Letters of Transmittal, as to the proper form for transfer of the Old Capital
Securities, or as to any other irregularity in connection with the submission of
Letters of Transmittal and/or Old Capital Securities and other documents in
connection with the Exchange Offer, shall be made by the officers of, or counsel
for, the Company and the Issuer Trust at their written instructions or oral
direction confirmed by facsimile. Any determination made by the Company and the
Issuer Trust on such questions shall be final and binding.
3. At the written request of the Company or its counsel, Xxxx and Xxxxx,
P.A. , you shall notify tendering Holders of Old Capital Securities of the
termination of the Exchange Offer. In the event of any such termination, you
will return all tendered Old Capital Securities to the persons entitled thereto,
at the request and expense of the Company.
4. Tender of the Old Capital Securities may be made only as set forth in
the Letter of Transmittal. Notwithstanding the foregoing, tenders which the
Company shall approve in writing as having been properly delivered shall be
considered to be properly tendered. Letters of Transmittal and Notices of
Guaranteed
2
Delivery shall be recorded by you as to the date and time of receipt and shall
be preserved and retained by you at the Company's expense for one year. New
Capital Securities are to be issued in exchange for Old Capital Securities
pursuant to the Exchange Offer only (i) against deposit with you on or prior to
the Expiration Date or, in the case of a tender in accordance with the
guaranteed delivery procedures outlined in Instruction 1 of the Letter of
Transmittal, within five (5) New York Stock Exchange trading days after the date
of execution of the Notice of Guaranteed Delivery, together with executed
Letters of Transmittal and other documents required by the Exchange Offer or
(ii) in the event that the Holder is a participant in the Depositary Trust
Company ("DTC" system), by the utilization of DTC's Automated Tender Offer
Program ("ATOP") and any evidence required by the Exchange Offer.
You are hereby directed to establish an account with respect to the
Capital Securities at The Depositary Trust Company (the "Book Entry Transfer
Facility") within two days after the date hereof in accordance with SEC
Regulation 240.17 Ad. Any financial institution that is a participant in the
Book Entry Transfer Facility system may, until the Expiration Date, make
book-entry delivery of the Old Capital Securities by causing the Book Entry
Facility to transfer such Old Capital Securities into your account in accordance
with the procedure for such transfer established by the Book Entry Transfer
Facility. In every case, however, a Letter of Transmittal (or a manually
executed facsimile thereof), or an Agent's Message, properly completed and duly
executed, with any required signature guarantees and any other required
documents, must be transmitted to and received by you on or prior to the
Expiration Date or the guaranteed delivery procedures described in the Tender
Documents must be complied with.
5. Upon oral or written request of the Company (with written confirmation
of any such oral request thereafter), you will transmit by telephone, and
promptly thereafter confirm in writing to Xxx X. Case or such other persons as
the Company may reasonably request, the aggregate number and principal amount of
Old Capital Securities tendered to you and the number and principal amount of
Old Capital Securities properly tendered that day. In addition, you will also
inform the aforementioned persons, upon oral request made from time to time
(with written confirmation of such request thereafter) prior to the Expiration
Date, of such information as they or any of them may reasonable request.
6. Upon the terms and subject to the conditions of the Exchange Offer,
delivery of New Capital Securities will be made by you promptly after acceptance
of the tendered Old Capital Securities. You will hold all items which are
deposited for tender
3
with you after 5:00 p.m. New York City time, on the Expiration Date pending
further instructions from an officer of the Company.
7. If any Holder shall report to you that his or her failure to surrender
Old Capital Securities registered in his or her name is due to the loss or
destruction of a certificate or certificates, you shall request such Holder (i)
to furnish to you an affidavit of loss and, if required by the Company, a bond
of indemnity in an amount and evidenced by such certificate or certificates of a
surety, as may be satisfactory to you and the Company, and (ii) to execute and
deliver an agreement to indemnify the Company and you in such form as is
acceptable to you and the Company. The obligees to be named in each such
indemnity bond shall include the Company and you. You shall report to the
Company the names of all Holders who claim that their Old Capital Securities
have been lost or destroyed and the Liquidation Amount of such Old Capital
Securities.
8. As soon as practicable after the Expiration Date, you shall mail or
deliver via the Book Entry Transfer Facility's applicable procedures to a Holder
the New Capital Securities that such Holder may be entitled to receive and you
shall arrange for cancellation of the Old Capital Securities submitted to you or
returned by DTC in connection with ATOP. Such Old Capital Securities shall be
forwarded to the Property Trustee for cancellation and retirement as you are
instructed by the Company (or a representative designated by the Company) in
writing.
9. For your services as the Exchange Agent hereunder, the Company shall
pay you in accordance with the schedule of fees attached hereto as Exhibit B.
The Company also will reimburse you for your reasonable out-of-pocket expenses
(including, but not limited to, reasonable attorneys' fees not previously paid
to you as set forth in Exhibit B) in connection with your services promptly
after submission to the Company of itemized statements.
10. You are not authorized to pay any concessions, commissions or
solicitation fees to any broker, dealer, bank or other person or to engage or
utilize any person to solicit tenders.
11. As the Exchange Agent hereunder you:
a. shall have no duties or obligations other than those
specifically set forth herein or in the Exhibits attached
hereto or as may be subsequently requested in writing of you
by the Company and agreed to by you in writing with respect to
the Exchange Offer;
b. will be regarded as making no representations and having no
responsibilities as to the validity,
4
accuracy, sufficiency, value or genuineness of any Old Capital
Securities deposited with you hereunder, any New Capital
Securities, or any Tender Documents or other documents
prepared by the Company in connection with the Exchange Offer;
c. shall not be obligated to take any legal action hereunder
which might in your judgment involve any expense or liability
unless you shall have been furnished with an indemnity
reasonably satisfactory to you;
d. may rely on, and shall be fully protected and indemnified as
provided in Section 12 hereof in acting upon, the written or
oral instructions with respect to any matter relating to your
acting as Exchange Agent specifically covered by this
Agreement or supplementing or qualifying any such action of
any officer or agent, or such other person or persons as may
be designated or whom you reasonably believe have been
designated by, the Company;
e. may consult with counsel satisfactory to you, including
counsel for the Company, and the advice of such counsel shall
be full and complete authorization and protection in respect
of any action taken, suffered or omitted by you in good faith
and in accordance with such advice of such counsel;
f. shall not at any time advise any person as to the wisdom of
the Exchange Offer or as to the market value or decline or
appreciation in market value of any Old Capital Securities or
New Capital Securities; and
g. shall not be liable for any action which you may do or refrain
from doing in connection with this Agreement except for your
gross negligence, willful misconduct or bad faith.
12. The Company covenants and agrees to indemnify and hold harmless
Bankers Trust Company and its officers, directors, employees, agents and
affiliates (collectively, the "Indemnified Parties" and each an "Indemnified
Party") against any loss, liability or reasonable expense of any nature
(including reasonable attorneys' and other fees and expenses) incurred in
connection with the administration of the duties of the Indemnified Parties
hereunder in accordance with this Agreement
5
except when caused by an Indemnified Party's gross negligence, willful
misconduct or bad faith; provided, however, such Indemnified Party shall use its
best effort to notify the Company by letter, or by cable, telex or telecopier
confirmed by letter, of the written assertion of a claim against such
Indemnified Party, or of any action commenced against such Indemnified Party,
promptly after but in any event within 10 days of the date such Indemnified
Party shall have received any such written assertion of a claim or shall have
been served with a summons, or other legal process, giving information as to the
nature and basis of the claim; provided, however, that failure to so notify the
Company shall not relieve the Company of any liability which it may otherwise
have hereunder except such liability that is a direct result of such Indemnified
Party's failure to so notify the Company. The Company shall be entitled to
participate at its own expense in the defense of any such claim or legal action
and if the Company so elects, or if the Indemnified Party in such notice to the
Company so directs, the Company shall assume the defense of any suit brought to
enforce any such claim and shall not be liable for any separate legal fees and
expenses of the Indemnified Party after it has assumed such defense; provided,
however, that in the event that there may be a conflict of interest between the
positions of the Indemnified Party and the Company in conducting the defense of
such claim, the Indemnified Party shall be entitled to separate counsel, the
reasonable fees and expenses of which shall be paid by the Company. You shall
not enter into a settlement or other compromise with respect to any indemnified
loss, liability or expense without the prior written consent of the Company,
which shall not be unreasonably withheld or delayed.
13. This Agreement and your appointment as the Exchange Agent shall be
construed and enforced in accordance with the laws of the State of New York and
shall inure to the benefit of, and the obligations created hereby shall be
binding upon, the successors and assigns of the parties hereto. No other person
shall acquire or have any rights under or by virtue of this Agreement.
14. The parties hereto hereby irrevocably submit to the venue and
jurisdiction of any New York State or federal court sitting in the Borough of
Manhattan in New York City in any action or proceeding arising out of or
relating to this Agreement, and the parties hereby irrevocably agree that all
claims in respect of such action or proceeding arising out of or relating to
this Agreement shall be heard and determined in such a New York State or federal
court. The parties hereby consent to and grant to any such court jurisdiction
over the persons of such parties and over the subject matter of any such dispute
and agree that delivery or mailing of any process or other papers in the manner
provided herein, or in such other manner as may be permitted by law, shall be
valid and sufficient service thereof.
15. This Agreement may not be modified, amended or supplemented without an
express written agreement executed by the parties hereto. Any inconsistency
between this Agreement and the Tender Documents, as they may from time to time
be supplemented or amended, shall be resolved in favor of the latter, except
with
6
respect to the duties, liabilities and indemnification of you as Exchange Agent.
16. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
17. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
18. Unless terminated earlier by the parties hereto, this Agreement shall
terminate 90 days following the Expiration Date. Notwithstanding the foregoing,
Sections 9 and 12 shall survive the termination of this Agreement. Upon any
termination of this Agreement, you shall promptly deliver to the Property
Trustee any certificates for Old Capital Securities or New Capital Securities,
funds or property then held by you as Exchange Agent under this Agreement.
19. All notices and communications hereunder shall be in writing and shall
be deemed to be duly given if delivered or mailed first class certified or
registered mail, postage prepaid, or telecopied as follows:
If to Company: First Citizens Bancorporation of South Carolina, Inc.
0000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxx X. Case
Telephone: (000) 000-0000
Telecopier No: (000) 000-0000
and a copy to: Xxxx and Xxxxx, P.A.
0000 Xxxxxxx Xxxxx
Post Xxxxxx Xxx 000
Xxx Xxxx, Xxxxx Xxxxxxxx 00000-0000
Attn: Xxxxxxx X. Xxxxxx, Xx.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
7
If to you: Bankers Trust Company
Corporate Trust and Agency Group
Four Xxxxxx Xxxxxx - 0xx Xxxxx
Xxx Xxxx, XX 00000
Attn.: Xxxxxx Xxxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000/6961
or such other address or telecopy number as any of the above may have furnished
to the other parties in writing for such purposes.
20. This Letter Agreement and all of the obligations hereunder shall be
assumed by any and all successors and assigns of the Company.
If the foregoing is in accordance with your understanding, would you
please indicate your agreement by signing and returning the enclosed copy of
this Agreement to the Company.
Very truly yours,
FIRST CITIZENS BANCORPORATION OF
SOUTH CAROLINA, INC.
By: /s/ Xxx X. Case
--------------------------------
Title: Executive Vice President and
Chief Financial Officer
Agreed to this 31st day of August, 1998
BANKERS TRUST COMPANY, as Exchange Agent
By: /s/ Xxxxxx Xxxxxxx
---------------------------
Title: Assistant Vice President
8
EXHIBIT A
FORM OF TENDER DOCUMENTS
[LETTER OF TRANSMITTAL] - Included as Exhibit 99.1
[NOTICE OF GUARANTEED DELIVERY] - Included as Exhibit 99.2
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 Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
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"), are offering, upon the terms and subject to the
conditions set forth in the Prospectus dated September 14, 1998 (the
"Prospectus") and the accompanying Letter of Transmittal enclosed herewith
(which together constitute the "Exchange Offer"), to exchange up to $50,000,000
aggregate liquidation amount of newly issued 8.25% Capital Securities of the
Issuer Trust (the "New Capital Securities") for a like liquidation amount of
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
the 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 Capital Securities) or any integral multiple of $1,000
in excess thereof.
THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE "THE EXCHANGE
OFFER -- CONDITIONS TO THE EXCHANGE OFFER" IN THE PROSPECTUS.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. the Prospectus, dated September 14, 1998;
2. the Letter of Transmittal for your use and for the information of your
clients (facsimile copies of the Letter of Transmittal may be used to
tender Old Capital Securities);
3. a form of letter which may be sent to your clients for whose accounts you
hold Old Capital Securities registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer; and
4. a Notice of Guaranteed Delivery.
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 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 tender their Old Capital Securities and (i) whose Old
Capital Securities are not immediately available or (ii) who cannot deliver
their Old Capital Securities, the Letter of Transmittal or an Agent's Message
and any other documents required by the Letter of Transmittal to the Exchange
Agent prior to the Expiration Date 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, nor will tenders be accepted from
or on behalf of, holders of Old Capital Securities residing in any jurisdiction
in which the making of the 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 "Prospectus") and a Letter of Transmittal (which together constitute the
"Exchange Offer") 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 Issuer Trust (the "New Capital Securities") for a like
liquidation amount of 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 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 terms and conditions set forth in the Prospectus and Letter of
Transmittal. We urge you to read carefully the Prospectus and Letter of
Transmittal before instructing us to exchange your Old Capital Securities.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to exchange Old Capital Securities on your behalf in
accordance with the provisions of the Exchange Offer. The Exchange Offer
expires on the Expiration Date. The term "Expiration Date" shall mean 5:00
p.m., New York City time, on October 14, 1998, unless the Exchange Offer is
extended as provided in the Prospectus, in which case the term "Expiration
Date" shall mean the latest date and time to which the Exchange Offer is
extended. A tender of Old Capital Securities may be withdrawn at any time prior
to the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of up to $50,000,000 aggregate
liquidation amount of New Capital Securities for a like liquidation amount
of Old Capital Securities. $50,000,000 aggregate liquidation amount of Old
Capital Securities was outstanding as of September 8, 1998.
2. THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE "THE EXCHANGE
OFFER -- CONDITIONS TO THE EXCHANGE OFFER" IN THE PROSPECTUS.
3. The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New
York City time, on October 14, 1998, unless extended.
[Continued on Reverse]
4. The Company has agreed to pay certain expenses of the Exchange Offer. See
"The Exchange Offer -- Fees and Expenses" in the Prospectus.
The Exchange Offer is not being made to, nor will tenders be accepted from or
on behalf of, Holders of Old Capital Securities residing in any jurisdiction in
which the making of the Exchange Offer or acceptance thereof would not be in
compliance with the laws of such jurisdiction.
If you wish us to tender any or all of your Old Capital Securities held by us
for your account or benefit, please so instruct us by completing, executing and
returning to us the attached instruction form. The accompanying Letter of
Transmittal is furnished to you for informational purposes only and may not be
used by you to exchange Old Capital Securities held by us and registered in our
name for your account or benefit.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer of First Citizens
Bancorporation of South Carolina, Inc. and FCB/SC Capital Trust I.
This will instruct you to tender for exchange the aggregate liquidation
amount of Old Capital Securities indicated below (or, if no aggregate
liquidation amount is indicated below, all Old Capital Securities) held by you
for the account or benefit of the undersigned, pursuant to the terms of and
conditions set forth in the Prospectus and the Letter of Transmittal.
Aggregate Liquidation Amount of Old Capital Securities to be tendered for
exchange: *
$
*I (we) understand that if I (we) sign
this instruction form without indicating
an aggregate liquidation amount of Old
Capital Securities in the space above,
all Old Capital Securities held by you
for my (our) account will be tendered
for exchange.
___________________________________
___________________________________
Signature(s)
___________________________________
Capacity (full title) if signing
in a fiduciary or representative
capacity
___________________________________
___________________________________
___________________________________
___________________________________
Name(s) and address, including zip
code
Date:______________________________
___________________________________
Area Code and Telephone Number
___________________________________
Taxpayer Identification or Social
Security No.
EXHIBIT B
Bankers Trust Company
Corporate Trust and Agency Group
SCHEDULE OF FEES
Exchange Agent $5,000
Covers review of the Exchange Agent Agreement, the Letter of Transmittal
and other related documentation; establishment of accounts and systems link with
depositories; operational and administrative charges and time spent in
connection with the review, receipt and processing of Letters of Transmittal,
and Agent's Messages.
Note: The fees set forth in this schedule are subject to review of
documentation. The fees are also subject to change should circumstances warrant.
Out-of-pocket expenses and disbursements, including counsel fees, incurred in
the performance of our duties will be added to the billed fees. Fees for any
services not covered in this or related schedules will be based upon our
appraisal of the services rendered.
We may place orders to buy/sell financial instruments with outside
broker-dealers that we select, as well as with BT or its affiliates. These
transactions (for which normal and customary spreads or other compensation may
be earned by such broker-dealers, including BT or its affiliates, in addition to
the charges quoted above) will be executed on a riskless principal basis solely
for your account(s) and without recourse to us or our affiliates. If you choose
to invest in any mutual fund, BT and/or our affiliates may earn investment
management fees and other service fees/expenses associated with these funds as
disclosed in the mutual fund prospectus provided to you, in addition to the
charges quoted above. Likewise, BT has entered into agreements with certain
mutual funds or their agents to provide shareholder services to those funds. For
providing these shareholder services, BT is paid a fee by these mutual funds
that calculated on an annual basis does not exceed 25 basis points of the amount
of your investment in these mutual funds. In addition, if you choose to use
other services provided by BT or its affiliates, Corporate Trust or other BT
affiliates may be allocated a portion of the fees earned. We will provide
periodic account statements describing transactions executed for your
account(s). Trade confirms will be available upon your request at no additional
charge. If a transaction should fail to close for reasons beyond our control, we
reserve the right to charge our acceptance fee plus reimbursement for legal fees
incurred.
Shares of mutual funds are not deposits or obligations of, or guaranteed
by, Bankers Trust Company or any of its affiliates and are not insured by the
Federal Deposit Insurance Corporation or any other agency of the U.S.
Government. Investments in the mutual funds involve the possible loss of
principal. Please read the prospectus carefully before investing.
