Fnb United Corp

Fnb United Corp – AMENDMENT TO STOCK OPTION AGREEMENTS [B. DeSimone] (October 4th, 2016)

This Amendment to Stock Option Agreements (this "Amendment") is made and entered into as of October 3, 2016, by and between CommunityOne Bancorp, a North Carolina corporation (the "Company) and Beth S. DeSimone (the "Participant").

Fnb United Corp – AMENDMENT TO STOCK OPTION AGREEMENTS [D. Nielsen] (October 4th, 2016)

This Amendment to Stock Option Agreements (this "Amendment") is made and entered into as of October 3, 2016, by and between CommunityOne Bancorp, a North Carolina corporation (the "Company) and David L. Nielsen (the "Participant").

Fnb United Corp – AMENDMENT TO STOCK OPTION AGREEMENTS [A. McBryde] (October 4th, 2016)

This Amendment to Stock Option Agreements (this "Amendment") is made and entered into as of October 3, 2016, by and between CommunityOne Bancorp, a North Carolina corporation (the "Company) and Angus M. McBryde, III (the "Participant").

Fnb United Corp – November 22, 2015 (November 24th, 2015)

This letter agreement (this "Agreement") sets forth the terms of certain agreements made by and among you, CommunityOne Bancorp (the "Company"), and CommunityOne Bank (the "Bank") relating to the Employment Agreement, dated October 1, 2014, by and among you, the Company, and the Bank (the "Employment Agreement"), and certain related matters in connection with Company entering into the Agreement and Plan of Merger by and between Capital Bank Financial Corp. and the Company, dated as of November 22, 2015 (the "Merger Agreement").

Fnb United Corp – November 22, 2015 (November 24th, 2015)

This letter agreement (this "Agreement") sets forth the terms of certain agreements made by and among you, CommunityOne Bancorp (the "Company"), and CommunityOne Bank (the "Bank") relating to the Employment Agreement, dated October 1, 2014, by and among you, the Company, and the Bank (the "Employment Agreement"), and certain related matters in connection with Company entering into the Agreement and Plan of Merger by and between Capital Bank Financial Corp. and the Company, dated as of November 22, 2015 (the "Merger Agreement").

Fnb United Corp – November 22, 2015 (November 24th, 2015)

Fnb United Corp – November 22, 2015 (November 24th, 2015)

As a holder of Parent Common Stock (as defined below), the undersigned (the "Stockholder") understands that CommunityOne Bancorp, a North Carolina corporation (the "Company"), and Capital Bank Financial Corp., a Delaware corporation ("Parent"), are concurrently entering into an Agreement and Plan of Merger, dated as of November 22, 2015 (as it may be amended from time to time, the "Merger Agreement"), providing for, among other things, a merger of the Company with and into Parent (the "Merger"), in which each of the issued and outstanding shares of common stock, without par value, of the Company (the "Company Common Stock") (other than shares of Company Common Stock owned by the Company as treasury stock or owned by the Company or Parent) will be converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.

Fnb United Corp – November 22, 2015 (November 24th, 2015)

This letter agreement (this "Agreement") sets forth the terms of certain agreements made by and among you, CommunityOne Bancorp (the "Company"), and CommunityOne Bank (the "Bank") relating to the Employment Agreement, dated October 1, 2014, by and among you, the Company, and the Bank (the "Employment Agreement"), and certain related matters in connection with Company entering into the Agreement and Plan of Merger by and between Capital Bank Financial Corp. and the Company, dated as of November 22, 2015 (the "Merger Agreement").

Fnb United Corp – November 22, 2015 (November 24th, 2015)

This letter agreement (this "Agreement") sets forth the terms of certain agreements made by and among you, CommunityOne Bancorp (the "Company"), and CommunityOne Bank (the "Bank") relating to the Employment Agreement, dated October 1, 2014, by and among you, the Company, and the Bank (the "Employment Agreement"), and certain related matters in connection with Company entering into the Agreement and Plan of Merger by and between Capital Bank Financial Corp. and the Company, dated as of November 22, 2015 (the "Merger Agreement").

Fnb United Corp – AGREEMENT AND PLAN OF MERGER by and Between CAPITAL BANK FINANCIAL CORP. And COMMUNITYONE BANCORP Dated as of November 22, 2015 (November 24th, 2015)

AGREEMENT AND PLAN OF MERGER, dated as of November 22, 2015 (this "Agreement"), by and between Capital Bank Financial Corp., a Delaware corporation ("Parent"), and CommunityOne Bancorp, a North Carolina corporation (the "Company").

Fnb United Corp – November 22, 2015 (November 24th, 2015)

Fnb United Corp – November 22, 2015 (November 24th, 2015)

As a holder of Parent Common Stock (as defined below), the undersigned (the "Stockholder") understands that CommunityOne Bancorp, a North Carolina corporation (the "Company"), and Capital Bank Financial Corp., a Delaware corporation ("Parent"), are concurrently entering into an Agreement and Plan of Merger, dated as of November 22, 2015 (as it may be amended from time to time, the "Merger Agreement"), providing for, among other things, a merger of the Company with and into Parent (the "Merger"), in which each of the issued and outstanding shares of common stock, without par value, of the Company (the "Company Common Stock") (other than shares of Company Common Stock owned by the Company as treasury stock or owned by the Company or Parent) will be converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.

Fnb United Corp – November 22, 2015 (November 24th, 2015)

This letter agreement (this "Agreement") sets forth the terms of certain agreements made by and among you, CommunityOne Bancorp (the "Company"), and CommunityOne Bank (the "Bank") relating to the Employment Agreement, dated October 1, 2014, by and among you, the Company, and the Bank (the "Employment Agreement"), and certain related matters in connection with Company entering into the Agreement and Plan of Merger by and between Capital Bank Financial Corp. and the Company, dated as of November 22, 2015 (the "Merger Agreement").

Fnb United Corp – April __, 2015 [Name] [Address] Re: Change in Control Severance Arrangement Dear [ ]: (April 17th, 2015)

Purpose. CommunityOne Bank, N.A. ("Bank") highly values your service to the Bank. The purpose of this letter agreement (this "Agreement"), therefore, is to confirm to you that the Bank's Board of Directors has approved the following arrangement that, subject to the terms and conditions set forth below, provides for the payment to you of certain severance benefits in the event that within one year after a Change in Control, your employment with the Bank is terminated without "Cause" or you terminate your employment for "Good Reason."

Fnb United Corp – Subscription Agreement (December 30th, 2014)

Fnb United Corp – Amendment to Tax Benefits Preservation Plan (November 12th, 2014)

This Amendment to Tax Benefits Preservation Plan (this "Amendment") between FNB United Corp., a North Carolina corporation now known as CommunityOne Bancorp (the "Company"), and Registrar and Transfer Company, as Rights Agent (the "Rights Agent"), is effective this 7th day of November, 2014.

Fnb United Corp – Form of Employment Agreement (October 6th, 2014)

This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of October 1, 2014 by and among CommunityOne Bancorp, a North Carolina corporation (the "Company"), CommunityOne Bank, National Association, a national banking association (the "Bank"), and ________________ (the "Executive").

Fnb United Corp – Employment Agreement (October 6th, 2014)

This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of October 1, 2014 by and among CommunityOne Bancorp, a North Carolina corporation (the "Company"), CommunityOne Bank, National Association, a national banking association (the "Bank"), and Robert L. Reid (the "Executive").

Fnb United Corp – Communityone Bancorp 2012 Incentive Plan Form of Stock Option Agreement (October 6th, 2014)

This Stock Option Agreement (the "Agreement") is effective as of [ ], between CommunityOne Bancorp, a North Carolina corporation (the "Company"), and [ ] (the "Participant").

Fnb United Corp – Communityone Bancorp 2012 Incentive Plan Form of Restricted Stock Agreement (October 6th, 2014)

This Restricted Stock Agreement (the "Agreement") is effective as of _____________ between CommunityOne Bancorp, a North Carolina corporation (the "Company"), and ___________________ (the "Participant").

Fnb United Corp – Separation Agreement (September 12th, 2014)

THIS SEPARATION AGREEMENT (this "Agreement") is made and entered into as of September 11, 2014 by and among Brian E. Simpson ("Executive"), CommunityOne Bank, N.A. (the "Bank") and CommunityOne Bancorp ("Parent"; and together with the Bank, the "Company"). The Bank, Parent and Executive are sometimes referred to collectively herein as the "Parties." Capitalized terms used in this Agreement shall have the meaning set forth in Employment Agreement.

Fnb United Corp – Consulting Agreement (September 12th, 2014)

This Consulting Agreement, dated as of September 11, 2014 (the "Agreement") is made and entered into by and between CommunityOne Bank, N.A. (the "Bank") and CommunityOne Bancorp ("Parent"; and together with the Bank, the "Company"), and Brian E. Simpson, an individual (the "Consultant").

Fnb United Corp – Contract (August 5th, 2013)

Fnb United Corp – Restricted Stock Agreement (March 8th, 2013)

This Restricted Stock Agreement (the "Agreement") is effective as of December 28, 2012 between FNB United Corp., a North Carolina corporation (the "Company"), and __________________________ (the "Participant").

Fnb United Corp – June 18, 2012 (June 22nd, 2012)

Fnb United Corp – Up to 2,000,000 Shares Fnb United Corp. Common Stock No Par Value Sales Agency Agreement (May 24th, 2012)

FNB United Corp, a North Carolina corporation (the Company), proposes, subject to the terms and conditions stated herein, to sell from time to time to or through Sandler ONeill + Partners, L.P., as sales agent (the Agent), up to 2,000,000 shares (the Shares) of the Companys common stock, no par value (the Common Stock) on the terms set forth in this Sales Agency Agreement (this Agreement). FBR Capital Markets & Co. agrees to act solely as an qualified independent underwriter (the QIU) in connection with the offering of the Shares. Notwithstanding anything to the contrary contained herein, the Company and the Agent hereto agree that compliance with the limitations set forth in Section 2 on the number of Shares issued and sold hereunder shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) fi

Fnb United Corp – Employment Agreement (October 25th, 2011)

This EMPLOYMENT AGREEMENT (this Agreement), dated as of October 21, 2011 by and among FNB United Corp., a North Carolina corporation (the Company), CommunityONE Bank, National Association, a national banking association (the Bank), and David L. Nielsen (the Executive).

Fnb United Corp – Employment Agreement (October 25th, 2011)

This EMPLOYMENT AGREEMENT (this Agreement), dated as of October 21, 2011 by and among FNB United Corp., a North Carolina corporation (the Company), CommunityONE Bank, National Association, a national banking association (the Bank), and Brian E. Simpson (the Executive).

Fnb United Corp – Employment Agreement (October 25th, 2011)

This EMPLOYMENT AGREEMENT (this Agreement), dated as of October 21, 2011 by and among FNB United Corp., a North Carolina corporation (the Company), CommunityONE Bank, National Association, a national banking association (the Bank), and Robert L. Reid (the Executive).

Fnb United Corp – Contract (August 18th, 2011)

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

Fnb United Corp – EXCHANGE AGREEMENT by and Between FNB UNITED CORP. And THE UNITED STATES DEPARTMENT OF THE TREASURY Dated as of August 12, 2011 (August 18th, 2011)

EXCHANGE AGREEMENT, dated as of August 12, 2011 (this Agreement) by and between FNB United Corp., a North Carolina corporation (the Company), and the United States Department of the Treasury (the Investor). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Securities Purchase Agreement.

Fnb United Corp – Subordinated Debt Settlement and Preferred Stock Repurchase Agreement (August 17th, 2011)

THIS SUBORDINATED DEBT SETTLEMENT AND PREFERRED STOCK REPURCHASE AGREEMENT (this Agreement) is dated as of August 1, 2011 by and between SunTrust Bank, a Georgia banking corporation (SunTrust), and CommunityOne Bank, N.A., a national banking association (Bank).

Fnb United Corp – Contract (August 5th, 2011)

AMENDMENT NO. 2, dated as of August 4, 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 (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.

Fnb United Corp – Subordinated Debt Settlement and Preferred Stock Repurchase Agreement (August 5th, 2011)

THIS SUBORDINATED DEBT SETTLEMENT AND PREFERRED STOCK REPURCHASE AGREEMENT (this Agreement) is dated as of August 1, 2011 by and between SunTrust Bank, a Georgia banking corporation (SunTrust), and CommunityOne Bank, N.A., a national banking association (Bank).

Fnb United Corp – Amended and Restated Subscription Agreement (August 5th, 2011)