formofwarrant






THE TERMS AND CONDITIONS OF THE WARRANT OFFERING ARE SET FORTH IN THE COMPANY’S   PROSPECTUS AND PROSPECTUS SUPPLEMENT (TOGETHER, THE “PROSPECTUS”) AND ARE   INCORPORATED HEREIN BY REFERENCE.  ADDITIONAL COPIES OF THE PROSPECTUS ARE AVAILABLE   UPON REQUEST FROM REGISTRAR AND TRANSFER COMPANY, AS WARRANT AGENT FOR FNB UNITED   CORP. (THE “COMPANY”).   ASHEBORO, NORTH CAROLINA   Incorporated under the laws of the State of North Carolina    WARRANT CERTIFICATE   Evidencing a Non-Transferable Warrant to Purchase Shares of Common Stock   Exercise Price: $16.00 per Share   VOID IF NOT EXERCISED ON OR BEFORE THE EXPIRATION TIME OF 5:00 PM EASTERN TIME, JULY 27, 2012   WARRANT NUMBER NUMBER OF SHARES   SEE REVERSE FOR   CERTAIN DEFINITIONS   REGISTERED OWNER:   C   OUNTERSIGNED AND REGI   S   TERE   D      REGI   S   TRAR AND TRANSER   C   OM   P   AN   Y         (CRAN   F   ORD,    NJ   )      TRANSFER   A   GENT AND REGI   S   TRA   R   B   Y   A   UTHORIZED SIG   N   A   TUR   E   THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of this warrant to purchase the number of shares of common stock, no par value, of FNB United Corp. set forth above, on the terms and   subject to the conditions set forth in the Prospectus, the instructions relating hereto on the reverse side hereof and the instructions as to the use of this certificate included in this mailing. The non-transferable warrant represented   by this Warrant Certificate may be exercised by duly completing Section 1 on the reverse side hereof and by returning the full payment of the exercise price for the share(s) of common stock to be purchased, as described on the   reverse side hereof.  Special delivery instructions may be specified by completing Section 2 on the reverse side hereof.  THE WARRANT EVIDENCED BY THIS WARRANT CERTIFICATE IS NOT TRANSFERABLE AND MAY NOT   BE EXERCISED UNLESS THE REVERSE SIDE HEREOF IS COMPLETED AND SIGNED, WITH A SIGNATURE GUARANTEE, IF APPLICABLE.  No fractional shares will be issued.   This Warrant does not entitle the holder to   any of the rights of a shareholder of the Company until such Warrant is exercised in accordance with the instructions herein.  This Warrant Certificate is governed by the laws of the State of North Carolina.   DATED:   Robert L. Reid, President Beth S. DeSimone, Secretary   FN   B U   NITED CORP   .   N   .C.   1984   CUSIP  302519111    





 







DELIVERY OPTIONS FOR WARRANT CERTIFICATE            By Mail, Hand, Express Mail or Overnight Courier:   Registrar and Transfer Company   ATTN: Reorg/Exchange Dept.   10 Commerce Drive   Cranford, NJ 07016   DELIVERY OF THIS WARRANT CERTIFICATE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY   Delivery by facsimile will not constitute valid delivery.   NOTICE OF EXERCISE.  PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.   SECTION 1   COMPLETE THE FOLLOWING IF YOU WISH TO PURCHASE ALL OR   A PORTION OF THE SHARES OF THE COMPANY’S COMMON STOCK   WHICH THIS WARRANT ENTITLES YOU TO PURCHASE:   Exercise of Warrant   I exercise my right to purchase pursuant to this warrant ________ shares of   common stock of the Company.  Therefore, I remit payment of:   _______________  x          $16.00                =        $                                 (# of shares) (exercise price)        (total payment)   in the form of (check one):    an uncertified check drawn on a U.S. bank payable to “Registrar and Transfer   Company as warrant offering agent for various holders.”    a certified check drawn on CommunityOne Bank, N.A. or Bank or Granite   payable to “Registrar and Transfer Company as warrant offering agent for   various holders.”    wire transfer directly to the following account: ABA No. 031-201-360, Account   No. 276-053-5977, TD Bank, 6000 Atrium Way, Mt. Laurel, NJ, 08054, Account   Name: “Registrar and Transfer Company as warrant offering agent for various   holders.”   _____________________________________________________________   Signature(s) of Warrantholder(s)   ______________ Indicate, by initialing in the provided blank, that you are   aware of the absence of deposit insurance covering the securities being sold   pursuant to this Warrant Certificate.   IMPORTANT:  THE SIGNATURE(S) MUST CORRESPOND IN EVERY   PARTICULAR, WITHOUT ALTERNATION, WITH THE NAME(S) AS PRINTED   ON THE REVERSE OF THIS WARRANT CERTIFICATE.   If signature is by trustee(s), executor(s), administrator(s), guardian(s),   attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a   fiduciary or representative capacity.  Please provide the following information   (please print).  See the instructions.   Name(s):  ______________________________________________________   Capacity (Full Title):  _____________________________________________   Taxpayer ID # or Social Security #:  _________________________________      SECTION 2   SPECIAL ISSUANCE OR DELIVERY INSTRUCTION FOR   WARRANTHOLDERS:   (a) To be completed ONLY if the certificate representing the Common Stock   is to be issued in a name other than that of the registered holder.  (See the   Instructions.)  DO NOT FORGET TO COMPLETE THE GUARANTEE OF   SIGNATURE(S) SECTION BELOW.   ISSUE COMMON STOCK TO:   ______________________________________________________________   (Please Print Name)   ______________________________________________________________   (Print Full Address)   ______________________________________________________________   (Social Security # or Tax ID #)   (b) To be completed ONLY if the certificate representing the Common Stock is   to be sent to an address other than that shown on the front of this certificate.    (See the Instructions.)  DO NOT FORGET TO COMPLETE THE GUARANTEE   OF SIGNATURE(S) SECTION BELOW.   ______________________________________________________________   (Please Print Name)   ______________________________________________________________   (Print Full Address)   ______________________________________________________________   (Social Security # or Tax ID #)   GUARANTEE OF SIGNATURE(S)   YOU MUST HAVE YOUR SIGNATURE GUARANTEED IF YOU WISH TO   HAVE YOUR SHARES DELIVERED TO AN ADDRESS OTHER THAN   YOUR OWN OR TO A SHAREHOLDER OTHER THAN THE REGISTERED   HOLDER.   Your signature must be guaranteed by an Eligible Guarantor Institution, as   defined in Rule 17AD-15 of the Securities Exchange Act of 1934, as amended.    These generally include (a) a commercial bank or trust company, (b) a member   firm or a domestic stock exchange or (c) a credit union.   Signature:  _____________________________________________________   (Name of Bank or Firm)   By:  __________________________________________________________   (Signature of Officer)   FULL PAYMENT FOR THE SHARES MUST ACCOMPANY THIS FORM AND MUST BE MADE IN UNITED STATES DOLLARS BY AN UNCERTIFIED CHECK   DRAWN UPON A UNITED STATES BANK, A CERTIFIED CHECK DRAWN UPON COMMUNITYONE BANK OR BANK OF GRANITE OR WIRE TRANSFER   PAYABLE TO REGISTRAR AND TRANSFER COMPANY AS WARRANT OFFERING AGENT FOR VARIOUS HOLDERS.