CERTIFICATE OF TRUST OF                 EXHIBIT 3.2
                             FCB/NC CAPITAL TRUST I


         THIS  CERTIFICATE  OF TRUST of FCB/NC  Capital  Trust I (the  "Trust"),
dated  February 27,  1998,  is being duly  executed  and filed by Bankers  Trust
(Delaware), a Delaware banking corporation, as trustee, to form a business trust
under the Delaware Business Trust Act (12 Del. C. ss. 3801 et seq.).

         1.  Name.  The name of the  business  trust  formed  hereby is  "FCB/NC
             Capital Trust I".

         2.  Delaware Trustee.  The name and address of the trustee of the Trust
             with a principal place of business in the State of Delaware is:

             Bankers Trust (Delaware)


             E.A. Delle Donne Corporate Center
             Montgomery Building
             1011 Centre Road, Suite 200
             Wilmington, Delaware  19805-1266

         3.  Effective Date.  This  Certificate of Trust shall be effective upon
             its filing with the Secretary of State of the State of Delaware.

         IN WITNESS  WHEREOF,  the  undersigned,  being the sole  trustee of the
Trust,  has  executed  this  Certificate  of Trust as of the date first  written
above.



                                             BANKERS TRUST (DELAWARE),
                                             not in its individual capacity, but
solely as trustee

                                             By:  /s/ M. Lisa Wilkins
                                                  ------------------------------
                                             Name:    M. Lisa Wilkins
                                             Title:   Assistant Secretary