FNB United Corp.
EXHIBIT 10
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<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10.txt
<DESCRIPTION>EXHIBIT 10
<TEXT>



                                                              Exhibit 10


                           CHANGE OF CONTROL AGREEMENT

            THIS CHANGE OF CONTROL AGREEMENT (this "Agreement") is entered into
as of the 9th day of July, 2007, 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 Mark Anthony Severson (the "Officer"), an individual
residing in Randolph County, North Carolina.

            WHEREAS, the Officer is employed by the Company with the title of
Executive Vice President and is expected to be named Chief Financial Officer in
August 2007; and

            WHEREAS, the services of the Officer, the Officer's experience and
knowledge of the affairs of the Company and reputation and contacts in the
industry are extremely valuable to the Company; and

            WHEREAS, the Company wishes to attract and retain such
well-qualified executives and it is in the best interest of the Company and of
the Officer to secure the continued services of the Officer notwithstanding any
change of control of the Corporation or the Bank; and

            WHEREAS, the Company considers the establishment and maintenance of
a sound and vital management team to be part of their overall corporate strategy
and to be essential to protecting and enhancing the best interests of the
Company and its shareholders; and

            WHEREAS, the parties desire to enter into this Agreement to provide
the Officer with security in the event of a change of control of the Corporation
or the Bank to ensure the continued loyalty of the Officer during any change of
control in order to maximize shareholder value as well as the continued safe and
sound operation of the Company; and

            WHEREAS, the Officer and the Company acknowledge and agree that the
Officer's employment with the Company is and will continue to be on an at-will
basis and that this Agreement is not an employment agreement but is limited to
circumstances giving rise to a change of control of the Corporation or the Bank
as set forth herein.

            NOW, THEREFORE, for and in consideration of the premises and mutual
promises, covenants, and conditions hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereby agree as follows:


1.                Term. The initial term of this Agreement shall be for the
                  period commencing upon the effective date of this Agreement
                  and ending three calendar years from the effective date of
                  this Agreement. On each anniversary date of this Agreement,
                  the term automatically shall be extended for an additional
                  one-year period so that the term shall again be three years
                  unless either the Company or the Officer notifies the other of
                  its decision not to continue such annual renewal by written
                  notice given not less than 90 days prior to such anniversary
                  date.

2.                Change of Control.

(a)               In the event of a termination of the Officer's employment by
                  the Company in connection with, or within twenty-four (24)
                  months after, a "Change of Control" (as defined in
                  subparagraph (f) below) of the Corporation or the Bank, for
                  reasons other than for "cause" (as defined in subparagraph (b)
                  below), death or "disability" (as defined in subparagraph (c)
                  below), the Officer shall be entitled to receive the sum set
                  forth and defined in subparagraph (e) below.

(b)               For purposes of this Agreement, termination for "cause" shall
                  mean termination by reason of (i) an intentional, willful and
                  continued failure by the Officer to perform his duties as an
                  employee of the Company (other than due to disability); (ii)
                  an intentional, willful and material breach by the Officer of
                  his fiduciary duties of loyalty and care to the Company; (iii)
                  a conviction of, or the entering of a plea of nolo contendere
                  by the Officer for any felony or any crime involving fraud or
                  dishonesty, or (iv) a willful and knowing violation of any
                  material federal or state law or regulation applicable to the
                  Corporation or the Bank or the occurrence of any act or event
                  as a result of which the Officer becomes unacceptable to, or
                  is removed, suspended or prohibited from participating in the
                  conduct of the Company's affairs by any regulatory authority
                  having jurisdiction over the Corporation or the Bank.

(c)               For purposes of this Agreement, "disability" shall mean the
                  inability, by reason of bodily injury or physical or mental
                  disease, or any combination thereof, of the Officer to perform
                  his customary or other comparable duties with the Company for
                  a period of 90 consecutive days. In the event that the Officer
                  and the Company are unable to agree as to whether the Officer
                  is suffering a disability, the Officer and the Company shall
                  each select a physician and the two physicians so chosen shall
                  make the determination or, if they are unable to agree, they
                  shall select a third physician, and the determination as to
                  whether the Officer is suffering a disability shall be based
                  upon the determination of a majority of the three physicians.
                  The Company shall pay the reasonable fees and expenses of all
                  physicians selected pursuant to this subparagraph (c).

(d)               The Officer shall have the right to resign his employment with
                  the Company and terminate this Agreement upon the occurrence
                  of any of the following events (the "Termination Events")
                  within twenty-four (24) months following a Change of Control
                  of the Corporation or the Bank:

(i)               Officer is assigned any duties and/or responsibilities that
                  are inconsistent with his duties or responsibilities at the
                  time of the Change of Control;

(ii)              Officer's annual base salary rate is reduced below the annual
                  amount in effect as of the effective date of a Change of
                  Control or as the same shall have been increased from time to
                  time following such effective date;

(iii)             Officer's life insurance, medical or hospitalization
                  insurance, disability insurance, stock option plans, stock
                  purchase plans, deferred compensation plans, management
                  retention plans, retirement plans, or similar plans or
                  benefits being provided by the Company to the Officer as of
                  the effective date of the Change of Control are reduced in
                  their level, scope, or coverage, or any such insurance, plans,
                  or benefits are eliminated, unless such reduction or
                  elimination applies proportionately to all salaried employees
                  of the Company who participated in such benefits prior to such
                  Change of Control; or

(iv)              Officer is required to transfer performance of his day-to-day
                  services required hereunder to a location which is more than
                  fifty (50) miles from the Officer's current principal work
                  location, without the Officer's express written consent.

A Termination Event shall be deemed to have occurred on the date such action or
event is implemented or takes effect.

(e)               In the event that the Officer resigns his employment and
                  terminates this Agreement pursuant to subparagraph (d) above,
                  the Company will be obligated to pay or cause to be paid to
                  the Officer an amount equal to the greater of: (i) two times
                  the Officer's total cash compensation, including salary and
                  bonus, paid during the calendar year ended immediately prior
                  to the Change of Control, and (ii) $360,000.

(f)               For the purposes of this Agreement, the term "Change of
                  Control" shall mean any of the following events:

(i)               After the effective date of this Agreement, any "person" (as
                  such term is defined Section 7(j)(8)(A) of the Change in Bank
                  Control Act of 1978), directly or indirectly, acquires
                  beneficial ownership of voting stock, or acquires irrevocable
                  proxies or any combination of voting stock and irrevocable
                  proxies, representing twenty-five percent (25%) or more of any
                  class of voting securities of the Corporation or the Bank, or
                  acquires control of in any manner the election of a majority
                  of the directors of the Corporation or the Bank;

(ii)              The Corporation or the Bank consolidates or merges with or
                  into another corporation, association, or entity, or is
                  otherwise reorganized, where the Corporation or the Bank is
                  not the surviving corporation in such transaction and the
                  holders of the voting securities of the Corporation or the
                  Bank immediately prior to such acquisition own less than a
                  majority of the voting securities of the surviving entity
                  immediately after the transaction; or

(iii)             All or substantially all of the assets of the Corporation or
                  the Bank are sold or otherwise transferred to or are acquired
                  by any other corporation, association, or other person,
                  entity, or group; or

(iv)              Individuals who, as of the date hereof,  constitute the
                  Board  of  Directors  of  the  Corporation  (the  "Incumbent
                  Board")  cease  for any  reason  to  constitute  at  least a
                  majority  of  the  Board;   provided,   however,   that  any
                  individual  becoming a director  after the date hereof whose
                  election,  or nomination  for election by the  Corporation's
                  shareholders,  was approved by a vote of at least a majority
                  of the directors then  comprising the Incumbent  Board shall
                  be considered as though such individual were a member of the
                  Incumbent Board, but excluding,  for this purpose,  any such
                  individual  whose  initial  assumption of office occurs as a
                  result of an  actual or  threatened  election  contest  with
                  respect to the  election  or removal of  directors  or other
                  actual or threatened  solicitation of proxies or consents by
                  or on behalf of any "person"  (as defined  above) other than
                  the Corporation's Board of Directors.

Notwithstanding the other provisions of this Paragraph 2, a transaction or event
shall not be considered a Change of Control if, prior to the consummation or
occurrence of such transaction or event, the Officer and the Company agree in
writing that the same shall not be treated as a Change of Control for purposes
of this Agreement.

(g) Except as otherwise provided in Paragraph 3, amounts payable pursuant to
this Paragraph 2 shall be paid in one lump sum within five business days
following the date of the termination of the Officer's employment.

(h) Following a Termination Event which gives rise to the Officer's rights
hereunder, the Officer shall have six months from the date of occurrence of the
Termination Event to resign his employment and terminate this Agreement pursuant
to this Paragraph 2. Any such termination shall be deemed to have occurred only
upon delivery to the Corporation or Bank, or any successors thereto, of written
notice of termination, which describes the Change of Control and Termination
Event. If the Officer does not so resign his employment and terminate this
Agreement within such six-month period, the Officer shall thereafter have no
further rights hereunder with respect to that Termination Event, but shall
retain rights, if any, hereunder with respect to any other Termination Event as
to which such period has not expired.

(i) It is the intent of the parties hereto that all payments made pursuant to
this Agreement be deductible by the Corporation or the Bank for federal income
tax purposes and not result in the imposition of an excise tax on the Officer.
Notwithstanding anything contained in this Agreement to the contrary, any
payments to be made to or for the benefit of the Officer which are deemed to be
"parachute payments" as that term is defined in Section 280G(b)(2) of the
Internal Revenue Code of 1986, as amended (the "Code"), shall be modified or
reduced to the extent deemed to be necessary by the Company's Board of Directors
to avoid the imposition of an excise tax on the Officer under Section 4999 of
the Code or the disallowance of a deduction to the Company under Section 280G(a)
of the Code.

(j) In the event any dispute shall arise between the Officer and the Company as
to the terms or interpretation of this Agreement, including this Paragraph 2,
whether instituted by formal legal proceedings or otherwise, including any
action taken by the Officer to enforce the terms of this Paragraph 2 or in
defending against any action taken by the Corporation or the Bank, the Bank
shall reimburse the Officer for all costs and expenses, proceedings or actions,
in the event the Officer prevails in any such action.

3. Code ss. 409A. It is the intent of the parties that this Agreement and all
payments made hereunder shall be in compliance with the requirements of section
409A of the Code and the regulations promulgated thereunder. If any provision of
this Agreement shall not be in compliance with section 409A of the Code and the
regulations thereunder, then such provision shall be deemed automatically
amended without further action on the part of the Company or the Officer to the
minimum extent necessary to cause such provision to be in compliance and such
provision will thereafter be given effect as so amended. If postponing payment
of any amounts due under this Agreement is necessary for compliance with the
requirements of section 409A of the Code and the regulations thereunder to avoid
adverse tax consequences to the Officer, then payment of such amounts shall be
postponed to comply with section 409A. Any and all payments that are postponed
under this Section 3 shall be paid to the Officer in a lump sum at the earliest
time that does not result in adverse tax consequences to the Officer under
section 409A.

4. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon any corporate or other successor of the Corporation or the Bank,
which shall acquire, directly or indirectly, by conversion, merger,
consolidation, purchase, or otherwise, all or substantially all of the assets of
the Corporation or the Bank.

5. Modification; Waiver; Amendments. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Officer, the Company, except as herein
otherwise provided. No waiver by any party hereto, at any time, of any breach by
any party hereto, or compliance with, any condition or provision of this
Agreement to be performed by such party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. No amendments or additions to this Agreement shall be binding unless in
writing and signed by the parties, except as herein otherwise provided.

6. Applicable Law. This Agreement shall be governed in all respects whether as
to validity, construction, capacity, performance, or otherwise, by the laws of
North Carolina, except to the extent that federal law shall be deemed to apply.

7. Severability. The provisions of this Agreement shall be deemed severable and
the invalidity or unenforceability of any provision hereof shall not affect the
validity or enforceability of the other provision hereof.


            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.

                 CORPORATION:

                 FNB UNITED CORP.

                 By    /s/ Michael C. Miller
                    ------------------------------------
                     Name:  Michael C. Miller
                     Title:    Chairman and President



                 BANK:

                 COMMUNITYONE BANK, NATIONAL ASSOCIATION

                  By    /s/ Michael C. Miller
                     -----------------------------------
                     Name:  Michael C. Miller
                     Title:    Chairman and President



                 OFFICER:

                    /s/ Mark Anthony Severson
                    -----------------------------------
                    Mark Anthony Severson
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