0001193125-11-306219 Sample Contracts

Contract
Investment Agreement • November 10th, 2011 • FNB United Corp. • National commercial banks

AMENDMENT NO. 3, dated as of October 20, 2011 (this “Amendment”), to that Investment Agreement, dated as of April 26, 2011, as amended by Amendment No. 1, dated as of June 16, 2011, and Amendment No. 2, dated as of August 4, 2011 (as amended, the “Agreement”), by and between FNB United Corp., a North Carolina corporation (the “Company”), and Oak Hill Capital Partners III, L.P., a Delaware limited partnership, and Oak Hill Capital Management Partners III, L.P. (together, the “Investor”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.

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Contract
Agreement and Plan of Merger • November 10th, 2011 • FNB United Corp. • National commercial banks

AMENDMENT NO. 2, dated as of August 15, 2011 (this “Amendment”), to that Agreement and Plan of Merger, dated as of April 26, 2011, by and between FNB United Corp., a North Carolina corporation, Gamma Merger Corporation, a Delaware corporation, and Bank of Granite Corporation, a Delaware corporation (collectively, the “Parties”), as amended June 16, 2011 (as so amended, the “Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.

Contract
Investment Agreement • November 10th, 2011 • FNB United Corp. • National commercial banks

AMENDMENT NO. 3, dated as of October 20, 2011 (this “Amendment”), to that Investment Agreement, dated as of April 26, 2011, as amended by Amendment No. 1, dated as of June 16, 2011, and Amendment No. 2, dated August 4, 2011 (as amended, the “Agreement”), by and between FNB United Corp., a North Carolina corporation (the “Company”), and Carlyle Financial Services Harbor, L.P., a Delaware limited partnership (the “Investor”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.

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