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                                                                     Exhibit 4.1

                            FCB/NC CAPITAL TRUST II
                                TRUST AGREEMENT


     THIS TRUST AGREEMENT, dated as of August  10  , 2001, is by and between (i)
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First Citizens BancShares, Inc., a Delaware corporation (the "Depositor"), and
(ii) Bankers Trust (Delaware), a Delaware banking corporation, as Delaware
trustee ("Trustee"). The Depositor and the Trustee hereby agree as follows:

     1.   The trust created hereby (the "Trust") shall be known as "FCB/NC
Capital Trust II."

     2.   The Depositor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. The
Trustee hereby declares that it will hold the trust estate in trust for the
Depositor.

     3.   It is the intention of the parties hereto that the Trust created
hereby constitute a business trust under Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. (S) 3801 et seq. (the "Business Trust Act"), and that this
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document constitutes the governing instrument of the Trust.

     4.   The Trustee is hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in accordance with the
provisions of the Business Trust Act.

     5.   The Depositor, the Trustee and others will enter into an amended and
restated Trust Agreement, satisfactory to each such party and substantially in
the form to be included as an exhibit to the Registration Statement on Form S-3
(the "1933 Act Registration Statement") referred to below, or in such other form
as the Trustee and the Depositor may approve, to provide for the contemplated
operation of the Trust created hereby and the issuance of Capital Securities and
Common Securities referred to therein. Prior to the execution and delivery of
such amended and restated Trust Agreement, the Trustee shall not have any duty
or obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain, prior to such
execution and delivery, any licenses, consents or approvals required by
applicable law or otherwise. Notwithstanding the foregoing, the Trustee may take
all actions deemed proper as are necessary to effect the transactions
contemplated herein.

     6.   The Depositor and the Trustee hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and to execute, in the case of the 1933
Act Registration Statement and 1934 Act Registration Statement (as herein
defined), on behalf of the Trust, (a) the 1933 Act Registration Statement,
including pre-effective or post-effective amendments to such Registration
Statement, relating to the registration under the Securities Act of 1933, as
amended (the "1933 Act"), of the Capital Securities of the Trust, (b) any
preliminary prospectus or prospectus or supplement thereto relating to the
Capital Securities required to be filed pursuant to Rule 424 under the 1933 Act,
and (c) a Registration Statement on Form 8-A or other appropriate form (the
"1934 Act
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Registration Statement") (including all pre-effective and post-effective
amendments thereto) relating to the registration of the Capital Securities of
the Trust under Section 12(b) of the Securities Exchange Act of 1934, as
amended; (ii) to file with the American Stock Exchange and execute on behalf of
the Trust a listing application and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Capital Securities to be listed on the American Stock
Exchange; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the Capital Securities under the securities or "Blue Sky"
laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable; and (iv) to execute, deliver and perform on behalf of
the Trust, an underwriting agreement with the Depositor and the underwriter or
underwriters of the Capital Securities of the Trust. In the event that any
filing referred to in clauses (i)-(iii) above is required by the rules and
regulations of the Commission, the American Stock Exchange or state securities
or Blue Sky laws to be executed on behalf of the Trust by the Trustee, the
Trustee, in its capacity as trustee of the Trust, is hereby authorized and
directed to join in any such filing and to execute on behalf of the Trust any
and all of the foregoing, it being understood that Bankers Trust (Delaware), in
its capacity as trustee of the Trust, shall not be require to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, the American Stock Exchange or
state securities or Blue Sky laws. In connection with all of the foregoing, each
of the Trustee, solely in its capacity as trustee of the Trust, and the
Depositor hereby constitute and appoint Kenneth A. Black as its true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for the Depositor or in the Depositor's name, place and stead, in any and all
capacities, to sign any and all amendments (including all pre-effective and
post-effective amendments) to the 1933 Act Registration Statement and the 1934
Act Registration Statement and to file the same, with all exhibits thereto, and
any other documents in connection therewith, with the Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the Depositor might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his respective substitute or substitutes, shall do or cause to be done
by virtue hereof.

     7.   This Trust Agreement may be executed in one or more counterparts.

     8.   The number of trustees initially shall be one (1) and thereafter the
number of trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Depositor, who may increase or decrease the
number of trustees; provided, however, that, to the extent required by the
Business Trust Act, one trustee shall either be a natural person who is a
resident of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware and otherwise meets the
requirements of applicable Delaware law.  Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any trustee at any
time.  Any trustee may resign upon thirty (30) days' prior written notice to the
Depositor.

     9.   This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
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     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
caused this Trust Agreement to be duly executed as of the date first written
above.


                                FIRST CITIZENS BANCSHARES, INC.
                                as Depositor


                                By: /s/ Kenneth A. Black
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                                Name: Kenneth A. Black
                                Title: Vice President, Treasurer and
                                Chief Financial Officer


                                BANKERS TRUST (DELAWARE),
                                as Delaware trustee, and not in its
                                individual capacity


                                By: /s/ John V. Lavin
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                                Name: John V. Lavin
                                Title: Assistant Vice President