0000914317-09-000664 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 16th, 2009 • FNB United Corp. • National commercial banks • North Carolina

THIS CHANGE OF CONTROL AGREEMENT (this "Agreement") is entered into as of the ___ day of __________, 20__, by and among FNB United Corp., a North Carolina corporation and a registered bank holding company (the "Corporation"), CommunityONE Bank, National Association, a national banking association and a wholly owned subsidiary of the Corporation (the "Bank") (hereinafter the Corporation and the Bank, or their successors, are collectively referred to as the "Company"), and ______________ (the "Officer"), an individual residing in __________ County, North Carolina,

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • FNB United Corp. • National commercial banks

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into effective as of the 31st day of December, 2008 (the “Effective Date”) by and among FNB United Corp., a North Carolina corporation (“FNB”), CommunityONE Bank, National Association, a national banking corporation formerly known as First National Bank and Trust Company and wholly owned subsidiary of FNB (the “Bank”), and Michael C. Miller, President of each of FNB and the Bank (the “Executive”). FNB and the Bank are hereinafter sometimes referred to together or individually as the “Employer.”

AMENDMENT TO EXECUTIVE INCOME DEFERRED COMPENSATION AGREEMENT
Executive Income Deferred Compensation Agreement • March 16th, 2009 • FNB United Corp. • National commercial banks

THIS AMENDMENT TO EXECUTIVE INCOME DEFERRED COMPENSATION AGREEMENT (this “Amendment”), made and entered into as of the 31st day of December, 2008, by and between CommunityONE Bank, National Association, a national banking corporation formerly known as First National Bank and Trust Company (the “Bank”), and Robert Larry Campbell (“Executive”), amends the Executive Income Deferred Compensation Agreement dated as of January 1, 1987, by and between Richmond Federal Savings & Loan Association (the predecessor to the Bank) and Executive, as amended by the amendment dated January 1, 1992 (the “Executive Income Agreement”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • FNB United Corp. • National commercial banks • North Carolina

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of December, 2008, by and between CommunityONE Bank, National Association, a national banking corporation formerly known as First National Bank and Trust Company with its principal office and place of business located in Asheboro, North Carolina (the “Bank”), and R. Larry Campbell (the “Employee”).

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