ITEM 2.06. Material Impairments

On September 30, 2009, FNB United Corp. concluded that a material charge for impairment of its goodwill is required. During the third quarter of 2009, FNB United reviewed the carrying value of its goodwill in light of the current economic environment, the significant decline of its common stock price, and the relationship between the corporation's net book value and tangible net book value, and determined to record a non-cash impairment charge of $52.4 million, eliminating the remaining goodwill on its balance sheet. The non-cash charge is being recorded as a component of noninterest expense for the third quarter of 2009.

ITEM 8.01. Other Events

On October 5, 2009, FNB United Corp. announced that its Board of Directors voted to discontinue temporarily payment of the corporation's quarterly cash dividend to common shareholders. The Board will evaluate resuming payment of the dividend as warranted by future operating earnings.

ITEM 9.01. Financial Statements and Exhibits

Exhibits:

99.1 News release dated October 5, 2009

99.2 Letter to Shareholders dated October 5, 2009