8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2013

FNB United Corp.(Exact name of registrant as specified in its charter)

North Carolina	000-13823	56-1456589
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	150 South Fayetteville Street, Asheboro, North Carolina
	(Address of principal executive offices)

Registrant's telephone number, including area code:   (336) 626-8300

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
	[    ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[    ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[    ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[    ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

FNB United Corp. (“FNB United”), the holding company for CommunityOne Bank, N.A.(“CommunityOne”) and Bank of Granite (together, the “Company”), announced today that R. Reynolds Neely, Jr., a director of FNB United and CommunityOne, is retiring from the FNB United and CommunityOne Boards of Directors, effective immediately prior to the 2013 Annual Meeting of Shareholders, scheduled for June 20, 2013. Mr. Neely has served as a director of FNB United and CommunityOne since 1980, and has been on the Audit Committee and the Enforcement Compliance Committee. Mr. Neely does not serve on the Bank of Granite Board of Directors.

At the time of his retirement on June 20, 2013, Mr. Neely will become a director emeritus and will have the right to attend all Board meetings. The Company believes that Mr. Neely’s long-standing service to the Company and his knowledge of the Asheboro community will continue to provide insights to the Board in his emeritus capacity.

The Board is nominating T. Gray McCaskill, CPCU, to stand for election for director at the 2013 Annual Meeting of Shareholders to fill the vacancy created by the retirement of Mr. Neely. Mr. McCaskill is Chief Executive Officer of Senn Dunn Insurance, Greensboro, North Carolina, which specializes in business insurance, employee benefits and personal insurance lines. In that and other executive capacities at Senn Dunn since 1985, he has helped build Senn Dunn into the largest privately owned insurance agency in North Carolina. If elected, Mr. McCaskill will serve on the Board of CommunityOne and on the Audit Committee and the Enforcement Compliance Committee of each Board. Both nominations are subject to regulatory non-objection.

On April 3, 2013, the Company issued a press release announcing the retirement of Mr. Neely and the nomination of Mr. McCaskill. This release is attached as Exhibit 99.1 and is incorporated herein by reference.

ITEM 8.01    Other Events

The Company also announced that the Board of Directors is proposing at the 2013 Annual Meeting of Shareholders to change the name of FNB United Corp. to “CommunityOne Bancorp.” This change in name, which will be effected through an amendment to the Company’s Articles of Incorporation, will align the name and brand of the Company with that of its primary bank subsidiary, CommunityOne Bank, N.A. The Company believes that the new name “CommunityOne Bancorp” will better reflect the Company’s identity and future direction as a state-wide community bank which focuses on customers as its number one priority. If this name change is approved, the stock trading symbol on the NASDAQ stock market also will change to “COB.”

ITEM 9.01	Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.	Description of Exhibit

99.1 Press Release, dated April 3, 2013, announcing retirement of R. Reynolds Neely, Jr. from the Board of Directors of FNB United and CommunityOne Bank, N.A., Asheboro, North Carolina, and Nomination of T. Gray McCaskill, CPCU.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

April 3, 2013 (Date)	FNB United Corp. (Registrant)
	/s/ David L. Nielsen David L. Nielsen Chief Financial Officer

EX-99.1

FNB United Corp. Announces Retirement of R. Reynolds Neely as Director of the Company and Nomination of T. Gray McCaskill

For immediate release: April 3, 2013

For more information: Pam Cranford, 980.819.6221pam.cranford@community1.com

Asheboro, NC – FNB United Corp. (NASDAQ: FNBN) (the “Company”), the bank holding company for CommunityOne Bank, N.A. and Bank of Granite (the “Banks”), announced today that R. Reynolds Neely, Jr. is retiring from the FNB United and CommunityOne Boards of Directors, effective immediately prior to the 2013 Annual Meeting of Shareholders, scheduled for June 20, 2013. Mr. Neely has served as a director of FNB United and CommunityOne since 1980, and has been on the Audit Committee and the Enforcement Compliance Committee. Mr. Neely does not serve on the Bank of Granite Board of Directors. At the time of his retirement Mr. Neely will become a director emeritus.

“We are grateful for Reynolds’ long-standing service to our company and the community, particularly during the last several years as we were recapitalized and re-engaging with our customers, particularly in our headquarters community of Asheboro,” said Brian Simpson, Chief Executive Officer of the Company. “We look forward to his continuing insights as he transitions to an emeritus status.”

The Company’s Board is nominating T. Gray McCaskill, CPCU, to stand for election for director at the 2013 Annual Meeting of Shareholders to fill the vacancy created by the retirement of Mr. Neely. Mr. McCaskill is Chief Executive Officer of Senn Dunn Insurance, Greensboro, North Carolina, which is the largest privately owned insurance agency in North Carolina. If elected, Mr. McCaskill will also serve on the Board of CommunityOne Bank, and serve on the Audit Committee and the Enforcement Compliance Committee of both boards.

“We are excited that Gray has agreed to stand for election to the Company’s Board,” said Bob Reid, President of the Company. “His enthusiasm for business development and his knowledge of the various markets we serve in North Carolina will be a tremendous asset to our company as we seek to build our business.”

“I’m honored to be nominated for election to the Board of Directors of FNB United Corp. and CommunityOne Bank,” said McCaskill. “I am committed to helping the Company grow and prosper, if given the opportunity to serve.”

The Company also announced today that its Board has approved changing the name of the Company from FNB United Corp. to “CommunityOne Bancorp”. This change in name will be effected through an amendment to the Company’s Articles of Incorporation, and is subject to

shareholder approval at the 2013 Annual Meeting of Shareholders. The name change is

intended to align the name and brand of the Company with that of its primary bank subsidiary, CommunityOne Bank, N.A., which was rebranded in February.

“With our new brand and pending merger with Bank of Granite, the time is right to change the name,’ said Bob Reid. “CommunityOne” reflects our identity and future direction as a state-wide community bank which focuses on customers as its number one priority.

“We also are pleased that we will be able to change our stock symbol on the NASDAQ stock market to “COB,” added Brian Simpson. “We look forward to rolling out the new brand after the annual meeting.”

Caution About Forward-looking Statements

Certain statements made in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about events or results or otherwise are not statements of historical facts, such as statements about the Company’s board or its structure. Although the Company believes that its expectations with respect to such forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from those expressed or implied by such forward-looking statements. Factors could cause actual events or results to differ significantly from those described in the forward-looking statements include, but are not limited to those described in the cautionary language included under the headings “Risk Factors” and in other sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, and other filings made with the SEC.

About FNB United Corp.

FNB United Corp. is the North Carolina-based bank holding company for two historic community banks, CommunityOne Bank, N.A. (community1.com) and Bank of Granite (bankofgranite.com). Founded in 1907, CommunityOne operates 44 branches in 37 communities throughout central, southern and western North Carolina. Founded in 1906, Bank of Granite operates 17 branches in western North Carolina. Through its banking subsidiaries, FNB United offers a full range of consumer, mortgage and business banking services, including loan, deposit, cash management, wealth management and online banking services.

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