0001193125-06-167898 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • August 9th, 2006 • 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”), First National Bank and Trust Company, 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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FNB UNITED CORP. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 9th, 2006 • FNB United Corp. • National commercial banks • North Carolina

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), dated as of , 20 , by and between FNB United Corp., a North Carolina corporation and registered bank holding company (the “Company”), and (“Participant”);

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