CONFIRMING STATEMENT

This Statement  confirms that the undersigned,  R. Mark Hensley,  has authorized
and designated Michael C. Miller, Jerry A. Little and Chandalar  McMillian,  and
each of them, to execute and file on the undersigned's behalf all Forms 3, 4 and
5 (including any  amendments  thereto) that the  undersigned  may be required to
file  with  the U.S.  Securities  and  Exchange  Commission  as a result  of the
undersigned's  ownership of or  transactions  in  securities of FNB United Corp.
(the "Company"). The authority of each of Michael C. Miller, Jerry A. Little and
Chandalar McMillian under this Statement shall continue until the undersigned is
no longer required to file Forms 3, 4 and 5 with regard to his/her  ownership of
or transactions in securities of the Company, unless earlier revoked in writing.
The undersigned acknowledges that neither Michael C. Miller, Jerry A. Little nor
Chandalar  McMillian is assuming any of the  undersigned's  responsibilities  to
comply with Section 16 of the Securities Exchange Act of 1934.

Date:  September 28, 2006                            /s/ R. Mark Hensley
                                                     R. Mark Hensley