EX-10.1


     

    Exhibit
      10.1

    


    


    


    FIRST
      BANCORP

    SENIOR
      MANAGEMENT

    SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN

    


    


    


    


    


    


    


    Effective

    January
      1, 1993

    


     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF
      CONTENTS

    
      	 	 
	 	
              Page

            
	 	 
	
              ARTICLE
                1 - DEFINITIONS

            	
              2
                

            
	 	 
	
              ARTICLE
                2 - ELIGIBILITY

            	
              5

            
	 	 
	
              ARTICLE
                3 - EARLY RETIREMENT

            	
              6

            
	 	 
	
              ARTICLE
                4 - NORMAL RETIREMENT

            	
              7

            
	 	 
	
              ARTICLE
                5 - DELAYED RETIREMENT

            	
              9

            
	 	 
	
              ARTICLE
                6 - DISABILITY RETIREMENT

            	
              10

            
	 	 
	
              ARTICLE
                7 - SURVIVOR BENEFITS

            	
              13

            
	 	 
	
              ARTICLE
                8 - TERMINATION OF EMPLOYMENT

            	
              15

            
	 	 
	
              ARTICLE
                9 - PAYMENT OF RETIREMENT BENEFITS

            	
              17

            
	 	 
	
              ARTICLE
                10 - PENSION RETIREMENT COMMITTEE

            	
              18

            
	 	 
	
              ARTICLE
                11 - CLAIM PROCEDURE

            	
              19

            
	 	 
	
              ARTICLE
                12 - UNFUNDED PLAN

            	
              21

            
	 	 
	
              ARTICLE
                13 - SPENDTHRIFT

            	
              22

            
	 	 
	
              ARTICLE
                14 - AMENDMENT AND TERMINATION

            	
              23

            
	 	 
	
              ARTICLE
                15 - MISCELLANEOUS PROVISIONS

            	
              242424

            
	 	 


    

    


    



    
      
        
        

      

      
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    FIRST
      BANCORP

    SENIOR
      MANAGEMENT

    SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN

    


    


    EFFECTIVE
      January 1, 1993 the Employer establishes the First Bancorp Senior Management
      Supplemental Executive Retirement Plan.

    


    WHEREAS,
      it is the intention of the Employer to establish an unfunded, nonqualified,
      supplemental pension plan for the benefit of members of management and highly
      compensated employees, as selected by the Employer's Board of
      Directors.

    


    WHEREAS,
      the Plan embodied herein has been duly approved and authorized by the Board
      of
      Directors of said Employer.

    


    


    


    NOW,
      THEREFORE, THIS AGREEMENT,

    


    CREATION
      AND NAME

    


    This
      Plan
      is effective January 1, 1993. The name of the Plan shall be the First Bancorp
      Senior Management Supplemental Executive Retirement Plan, hereafter referred
      to
      as "Plan".

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ARTICLE
      1

    


    DEFINITIONS

    


    The
      following terms shall have the meanings indicated when capitalized throughout
      this document, unless the context clearly indicates otherwise.

    


    
      	 	
              1.1

            	
              Accrued
                Benefit shall
                mean a Participant's benefit determined on any given date and will
                be an
                allocable portion of the benefit to which he will be entitled at
                Normal
                Retirement Date. The Accrued Benefit is determined as follows: The
                reference to Section 4.2 herein, using expected Years of Credited
                Service
                as of a Participant's Normal Retirement Date, and using Final Average
                compensation as of the accrual date, multiplied by the ratio (not
                to
                exceed 1) of (a) over (b) where (a) is the number of Years of Credited
                Service completed by an Employee and (b) is the number of Years of
                Credited Service an Employee would have completed if he had continued
                until his Normal Retirement Date.

            


    

    


    
      	 	
              1.2

            	
              Actuarial
                (or Actuarially) Equivalent shall
                mean a benefit of equivalent value to the Normal Annuity Form determined
                by generally accepted actuarial principles, using the interest and
                mortality rates set forth for this purpose in the First Bancorp Employees'
                Pension Plan.

            


    

    


    
      	 	
              1.3

            	
              Board
                shall
                mean the Board of Directors of the
                Employer.

            


    

    


    
      	 	
              1.4

            	
              Code
                shall
                mean the Internal Revenue Code of 1986 and amendments thereto.
                

            


    

    


    
      	 	
              1.5

            	
              Committee
                shall
                mean the Pension Retirement Committee appointed by the Board to administer
                the Plan (also known as the Pension Committee or the Retirement
                Committee).

            


    

    


    
      	 	
              1.6

            	
              Compensation
                -
                An
                Employee's Compensation for any Plan Year shall mean his wages within
                the
                meaning of Code Section 3401(a) and all other payments to the Employee
                by
                the Employer (in the course of the Employer's trade or business)
                for which
                the Employer is required to furnish the Employee a written statement
                under
                Code Section 6041(d) and 6051(a)(3), reduced by all of the following
                (even
                if includable in gross income): Reimbursements or other expense
                allowances, fringe benefits (cash and noncash), moving expenses,
                deferred
                compensation and welfare benefits. Compensation shall also include
                elective contributions that are made by the Employer on behalf of
                the
                Employee that are not included in gross income under Code Section
                125,
                402(a)(8) or 402(h).

            


    

    


    As
      of any
      Anniversary Date, an Employee's Compensation shall be the Compensation (as
      defined in the preceding paragraph) paid for the prior calendar
      year.


    
      
        
        

      

      
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              1.7
                

            	
              Dates:

            


    

    


    
      	 	
              (a)

            	
              The
                Effective Date of
                the Plan is January 1, 1993.

            


    

    


    
      	 	
              (b)

            	
              Anniversary
                Date
                is
                January 1, 1993, and thereafter the Anniversary Date shall be the
                first
                day of each Plan Year.

            


    

    


    
      	 	
              (c)

            	
              Plan
                Year:
                The Plan Year shall begin each January 1 and end the following December
                31.

            


    

    


    
      	 	
              (d)

            	
              Entry
                Date shall
                mean the date specified by the Board on which an Employee's participation
                shall begin.

            


    

    


    
      	 	
              1.8

            	
              Eligible
                Spouse shall
                mean the spouse to whom a Participant is married on the date the
                Participant's benefits under this Plan are to commence or on the
                Participant's date of death.

            


    

    


    
      	 	
              1.9

            	
              Employee
                shall
                mean any person on the payroll of the Employer who is subject to
                withholding for purposes of Federal income taxes and for purposes
                of the
                Federal Insurance Contributions
                Act.

            


    

    


    
      	 	
              1.10

            	
              Employer
                or Company shall
                mean First Bancorp and any successor of First
                Bancorp.

            


    

    


    
      	 	
              1.11

            	
              Gender
                and Number -
                The
                masculine pronoun shall include the feminine and the singular shall
                include the plural.

            


    

    


    
      	 	
              1.12

            	
              Normal
                Retirement Age shall
                be a Participant's 65th birthday.

            


    

    


    
      	 	
              1.13

            	
              Normal
                Retirement Date for
                a Participant shall be the first day of the month coinciding with
                or next
                following the Participant's 65th
                birthday.

            


    

    


    
      	 	
              1.14

            	
              Participant
                shall
                mean any Employee or former Employee (or Beneficiary thereof) who
                has
                become a Participant pursuant to the provisions of Section 2.1 and
                whose
                benefits under the Plan have not been paid in
                full.

            


    

    


    
      	 	
              1.15

            	
              Plan
                shall
                mean the "First Bancorp Senior Management Supplemental Executive
                Retirement Plan" as embodied in this instrument, any and all supporting
                documents, and all subsequent amendments and supplements
                thereto.

            


    


    
      
        
        

      

      
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              1.16

            	
              Plan
                Administrator shall
                mean the Employer, unless otherwise designated by the
                Board.

            


    

    


    
      	 	
              1.17
                

            	
              Service

            


    

    


    (a) Years
      of Credited Service
      shall
      mean a Participant's "Years of Credited Service" as defined in the First Bancorp
      Employees' Pension Plan.

    (b) Years
      of Service
      shall
      mean a Participant's "Years of Service" as defined in the First Bancorp
      Employees' Pension Plan.

    



    
      
        
        

      

      
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    ARTICLE
      2

    


    ELIGIBILITY

    


    


    
      	 	
              2.1

            	
              Requirements
                for Participation -
                An Eligible Employee shall participate in the Plan on January 1,
                1993 or
                any subsequent Entry Date coinciding with or next following the date
                he is
                designated by the Board as a Participant in the
                Plan.

            


    

    



    
      
        
        

      

      
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    ARTICLE
      3

    


    EARLY
      RETIREMENT

    


    
      	 	
              3.1

            	
              Early
                Retirement Benefit -
                If a Participant shall cease to be an Employee following his 55th
                birthday
                but prior to his Normal Retirement Date, this shall be considered
                as an
                Early Retirement, provided the Participant shall have completed 15
                Years
                of Service in the employ of the Employer. Monthly benefit payments
                shall
                start on the date the Participant's retirement benefits under the
                First
                Bancorp Employees' Pension Plan start, and the amount of such benefit
                shall be determined as follows:

            


    

    


    
      	 	
              (a)

            	
              If
                the payment of benefits commences at Normal Retirement Date, the
                amount of
                the benefit shall be the Participant's Accrued Benefit determined
                as of
                his Early Retirement Date.

            


    

    


    
      	 	
              (b)

            	
              If
                the payment of benefits commences prior to Normal Retirement Date,
                the
                amount of the benefit shall be the Participant's Accrued Benefit
                determined as of his Early Retirement Date, reduced as
                follows:

            


    

    


    The
      Accrued Benefit shall be reduced by 1/180 for each of the first 60 months,
      and
      1/360 for each of the next 60 months, by which payments commence prior to Normal
      Retirement Date.

    


    
      	 	
              3.2

            	
              The
                Early
                Retirement Date of
                a Participant who ceases to be an Employee shall be the first day
                of the
                month coinciding with or next following the date such Participant
                meets
                the requirements stated in Section
                3.1.

            


    

    


    
      	 	
              3.3

            	
              The
                Accrued Benefit of a Participant shall be 100% vested and nonforfeitable
                on his Early Retirement Date.

            


    


    
      
        
        

      

      
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    ARTICLE
      4

    


    NORMAL
      RETIREMENT 

    


    
      	 	
              4.1

            	
              At
                Normal Retirement Age each Participant shall have a 100% vested and
                nonforfeitable right to his Normal Retirement
                Benefit.

            


    

    


    
      	 	
              4.2

            	
              Amount
                of Normal Retirement Benefit -
                The
                amount of the monthly Normal Retirement Benefit, payable as a straight
                life annuity, shall be determined as
                follows:

            


    

    


    
      	 	
              (a)

            	
              Determination
                of Normal Retirement Benefit -
                Each
                Participant shall be entitled to receive a monthly retirement benefit
                commencing at Normal Retirement Date in an amount equal to (1), minus
                (2)
                minus (3) below:

            


    

    


    
      	 	
              (1)

            	
              3.0%
                of the Participant's Final Average Monthly Compensation multiplied
                by his
                number of Years of Credited Service subject to a maximum of 20 years
                (maximum 60%). The maximum benefit is increased to 65% of Final Average
                Compensation for James H. Garner and gives credit to Mr. Garner for
                up to
                22 Years of Credited Service in the calculation of his benefit;
                less

            


    

    


    
      	 	
              (2)

            	
              50%
                of the Participant's monthly primary Social Security benefit payable
                at
                his Social Security retirement age, less

            


    

    


    
      	 	
              (3)

            	
              the
                amount of the Participant's monthly Normal Retirement Benefit as
                determined under Section 4.2 of First Bancorp Employees' Pension
                Plan. If
                a Participant retires or dies on a date other than his Normal Retirement
                Date, the amount determined for purposes of this Section 4.2(a)(3)
                shall
                be his "Accrued Benefit" determined under the First Bancorp Employees'
                Pension Plan as of such date.

            


    

    


    
      	 	
              (b)

            	
              The
                Normal Retirement Benefit shall be equal to the greater of a Participant's
                Early Retirement Benefit or his Normal Retirement Benefit at Normal
                Retirement Age.

            


    

    


    
      	 	
              (c)

            	
              Final
                Average Monthly Compensation -
                A
                Participant's "Final Average Monthly Compensation" is one-twelfth
                of:

            


    

    


    
      	 	
              (1)

            	
              his
                average annual Compensation for those five consecutive Plan Years
                during
                all of which he worked as an Employee, within the last ten Plan Years
                during all of which he worked as an Employee, that produce the highest
                average, or

            


    


    
      
        
        

      

      
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              (2)

            	
              his
                average annual Compensation for all Plan Years during all of which
                he
                worked as an Employee if five or less years.


            


    

    


    However,
      the Compensation corresponding to a Plan Year during which he did not work
      throughout the entire year shall be used as one of the five consecutive years
      if
      the result is a higher average than as determined under (1) and/or (2)
      above.

    


    The
      five
      consecutive Plan Years used in making the computation may not necessarily be
      five "consecutive" Plan Years, or Plan Years during all of which the Participant
      worked as an Employee may be interspersed with Plan Years during all or part
      of
      which he did not work as an Employee. In the latter event, all Plan Years during
      which he did not work as an Employee for all of such year shall be ignored,
      and
      the remaining Plan Years shall be deemed to be consecutive, provided that any
      Compensation ignored as a result of the application of this paragraph shall
      not
      be ignored if using such Compensation would result in a higher
      average.

    


    If
      there
      are no Plan Years during all of which the Participant worked as an Employee,
      his
      Final Average Compensation shall be his average adjusted Compensation
      corresponding to the last five Plan Years (or all Plan Years if less than five
      during any part of which he is an Employee). Adjusted Compensation is determined
      by annualizing his Compensation which corresponds to such Plan Year or Plan
      Years to reflect what Compensation would have been if he had worked as an
      Employee for the entire Plan Year. Such Compensation shall be annualized by
      multiplying such partial Compensation by a ratio, the numerator of which is
      365,
      and the denominator of which is the number of days of the Plan Year for which
      he
      was paid as an Employee.

    



    
      
        
        

      

      
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    ARTICLE
      5

    


    DELAYED
      RETIREMENT

    


    
      	
            	5.1	
              A
                Participant may retire later than his Normal Retirement Date. In
                such
                event:

            


    

    


    
      	 	
              (a)

            	
              A
                Participant's Delayed Retirement Date shall be the first day of the
                month
                coincident with or next following his last day of employment. The
                amount
                of benefit to which the Participant shall be entitled as of the date
                payments actually commence shall be equal to his Accrued Benefit
                calculated as of his Delayed Retirement Date, considering his Final
                Average Compensation through his Delayed Retirement Date and his
                Years of
                Credited Service, subject to a maximum of 20 years, as of such date.
                Notwithstanding the above, the maximum Years of Credited Service
                of James
                H. Garner shall be 22 years with a maximum Delayed Retirement Benefit
                of
                65% of his Final Average Compensation offset by the benefits described
                in
                Section 4.2(a)(2) and Section
                4.2(a)(3).

            


    

    


    
      	 	
              (b)

            	
              The
                benefit so determined in 5.1(a) above shall be payable as a straight
                life
                annuity.

            


    


    
      
        
        

      

      
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    ARTICLE
      6 

     

    DISABILITY
      RETIREMENT

    


    
      	 	
              6.1

            	
              Eligibility
                for Disability Retirement
                Benefits

            


    

    


    
      	 	
              (a)

            	
              A
                Participant who is not yet eligible for Early Retirement under Article
                3
                or Normal Retirement under Article 4, and who ceases to be an Employee
                due
                to disability shall be eligible to receive a Disability Retirement
                Benefit
                if the Participant qualifies for disability benefits under a long-term
                disability insurance plan sponsored by the Employer.
                

            


    

    


    
      	 	
              (b)

            	
              The
                Disability Retirement Date of a Participant shall be the first day
                of the
                month coinciding with or next following the date a Participant meets
                the
                requirements of Section 6.1(a) above. However, benefit payment shall
                be
                deferred until the date such long-term disability insurance benefit
                shall
                terminate, whereupon the Participant shall be eligible to receive
                his
                disability retirement benefit, reduced as provided in Section 6.2(b)(4)
                if
                payment commences before his Normal Retirement Date.
                

            


    

    


    
      	 	
              6.2

            	
              Determination
                of Disability Benefit

            


    

    


    
      	 	
              (a)

            	
              Disability
                benefit payments shall be payable commencing on the first day of
                any month
                on or after his Disability Retirement Date and before his Normal
                Retirement Date, but not before long-term disability benefit payments
                stop, as elected by the Participant, provided, however, that any
                such
                benefit shall cease upon the first to occur of the following dates:
                

            


    

    


    
      	
            	(1)	
              the
                date the Participant is deemed to be no longer disabled for purposes
                of
                the long-term disability insurance
                plan,

            


    

    


    
      	
            	(2)	
              the
                date of the Participant's death, unless the option elected by the
                Participant pursuant to Article 9 provides for the continuation of
                payments to an Eligible Spouse or other Beneficiary,
                or

            


    

    


    
      	
            	(3)	
              the
                date the Participant attains his Normal Retirement Age, at which
                time such
                Participant shall be deemed to be a retired Participant no longer
                required
                to furnish proof of disability. Any benefit being paid to a disabled
                Participant who reaches Normal Retirement Age shall continue as if
                the
                Participant had elected such benefit at his Normal Retirement
                Date.

            


    


    
      
        
        

      

      
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              (b)

            	
              The
                amount of such benefit shall be determined as
                follows:

            


    

    


    
      	
            	(1)	
              Once
                a Participant is determined to be totally and permanently disabled,
                his
                Accrued Benefit shall become 100% vested and
                nonforfeitable.

            


    

    


    
      	 	
              (2)

            	
              Crediting
                of Service -
                For
                purposes of benefit accrual, a Participant shall continue to receive
                credit for Hours of Service until his Disability Retirement Date
                equal to
                the Hours of Service for which he would have normally received credit
                if
                he had been actively employed until such
                date.

            


    

    


    
      	 	
              (3)

            	
              If
                the payment of benefits commences at Normal Retirement Date, the
                amount of
                the benefit shall be the Participant's Accrued Benefit as of his
                Disability Retirement Date.

            


    

    


    
      	 	
              (4)

            	
              If
                the payment of benefits commences prior to Normal Retirement Date,
                the
                amount of the benefit shall be the Participant's Accrued Benefit
                as of his
                Disability Retirement Date, reduced as
                follows:

            


    

    


    The
      Accrued Benefit shall be reduced by 1/180 for each of the first 60 months and
      1/360 for each of the next 60 months by which the starting date of the benefit
      precedes Normal Retirement Date, and reduced actuarially in accordance with
      Section 1.2(c) herein for each month thereafter.

    


    
      	 	
              6.3

            	
              Cash-out
                of Small Benefits -
                The
                provisions of Section 6.2 notwithstanding, if the Actuarially Equivalent
                lump sum present value of the disability benefit determined for any
                disabled Participant shall be $5,000 or less, then such lump sum
                shall be
                paid directly to such disabled
                Participant.

            


    

    


    
      	 	
              6.4

            	
              Recovery
                from Disability -
                If
                a Participant is deemed to be no longer disabled for purposes of
                the
                long-term disability insurance plan prior to his Normal Retirement
                Date,
                he shall be considered recovered from his disability. If such Participant
                returns to the service of the Employer within 30 days of such recovery,
                then he shall be deemed not to have incurred a Break in Service as
                a
                result of his permanent and total disability, but the number of years
                and
                fractions 

            


    


    
      
        
        

      

      
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    thereof
      during which he received payments pursuant to this Article shall not be counted
      in determining his Years of Credited Service and Years of Service for any
      purpose under the Plan. If the Participant does not return to the service of
      the
      Employer within 30 days of such recovery, then he shall be deemed to have
      separated from the service of the Employer as of his Disability Retirement
      Date,
      and no further benefits shall be payable to him under the Plan.


    
      
        
        

      

      
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    ARTICLE
      7 

     

    SURVIVOR
      BENEFITS

    


    
      	 	
              7.1

            	
              Determination
                of Survivor Benefits

            


    

    


    
      	 	
              (a)

            	
              The
                Eligible Spouse of a Participant
                who has completed less than five Years of Service with the Employer
                shall
                receive no death benefits from this
                Plan.

            


    

    


    
      	 	
              (b)

            	
              If
                a Participant
                who has completed five or more Years of Service shall die before
                the
                Earliest Retirement Age,
                his
                surviving Eligible Spouse, if any, shall receive a "Preretirement
                Survivor
                Annuity" commencing at the Earliest Retirement Age under the Plan,
                and
                subject to all relevant early retirement reductions under the
                Plan.

            


    

    


    
      	 	
              (c)

            	
              If
                a Participant
                who has completed five or more Years of Service shall die after the
                Earliest Retirement Age,
                his
                surviving Eligible Spouse, if any, shall receive a "Preretirement
                Survivor
                Annuity" commencing immediately (with appropriate early retirement
                reductions) unless such surviving Eligible Spouse elects a later
                date
                under the terms of the First Bancorp Employees' Pension
                Plan.

            


    

    


    
      	 	
              7.2

            	
              Determination
                of Survivor Benefits

            


    

    


    
      	 	
              (a)

            	
              For
                a Participant who meets the requirements of Section 7.1(b) above,
                a
                Preretirement
                Survivor Annuity shall
                be determined as follows:

            


    

    


    The
      Participant's surviving Eligible Spouse, if any, will receive the same benefit
      that would be payable if the Participant had:

    


    
      	 	
              (1)

            	
              separated
                from service on the date of death;

            


    

    


    
      	 	
              (2)

            	
              survived
                to the Earliest Retirement Age;

            


    

    


    
      	 	
              (3)

            	
              retired
                at the Earliest Retirement Age with an immediate joint and 50% survivor
                annuity with his Eligible Spouse as the contingent annuitant;
                and

            


    

    


    
      	 	
              (4)

            	
              died
                on the day after the Earliest Retirement
                Age.

            


    


    
      
        
        

      

      
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              (b)

            	
              For
                a Participant who meets the requirements of Section 7.1(c) above,
                a
                Preretirement
                Survivor Annuity shall
                be determined as follows:

            


    

    


    The
      Participant's surviving Eligible Spouse, if any, will receive the same benefit
      that would be payable if the Participant had retired on the day prior to his
      death with an immediate joint and 100% survivor annuity, with his Eligible
      Spouse as the contingent annuitant.

    


    
      	 	
              (c)

            	
              Notwithstanding
                the provisions of Section 7.2(a) and (b) above, if the Actuarially
                Equivalent present value of the survivor's benefit is $5,000 or less,
                such
                lump sum present value shall be paid as soon as practical to the
                surviving
                Eligible Spouse.

            


    

    


    
      	 	
              (d)

            	
              The
                Earliest
                Retirement Age shall
                mean the earliest date under the Plan on which a Participant could
                elect
                to receive retirement benefits. For this purpose, if a Participant
                dies
                prior to meeting the service requirement for eligibility for early
                retirement, then his Earliest Retirement Age shall be his Normal
                Retirement Age.

            


    

    


    
      	 	
              7.3

            	
              Death
                Distribution Provisions for Retired Participants -
                Upon
                the death of a Participant who has retired, death benefits, if any,
                shall
                be determined under the optional form, if any, under which his retirement
                benefits were being paid.

            


    

    


    
      	 	
              7.4

            	
              Beneficiary
                -
                The
                beneficiary under any optional form of benefit payment being received
                by a
                Participant shall be determined under the terms of the First Bancorp
                Employees' Pension Plan.

            


    

    



    
      
        
        

      

      
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    ARTICLE
      8

    


    TERMINATION
      OF EMPLOYMENT

    


    
      	 	
              8.1

            	
              Nonforfeitable
                Rights -
                Notwithstanding
                any other provisions of this Article, a Participant's Accrued Benefit
                shall be 100% vested and nonforfeitable upon such Participant's attaining
                Normal Retirement Age or, if earlier, upon his Early Retirement Date
                or
                disability pursuant to Article 6 herein, or upon his death after
                completing five Years of Service.

            


    

    


    
      	 	
              8.2

            	
              Terminated
                Participant -
                A
                terminated Participant shall only be vested (100%) in his Accrued
                Benefit
                under this Plan upon the date the Participant qualifies for either
                Early
                Retirement (Section 3.1) or Normal Retirement (Section 1.22) or in
                the
                event of his death or Disability (as defined in Article 6). Furthermore,
                a
                Participant will become 100% vested in his Accrued Benefit in the
                event of
                a “Change in Control” (see Section
                8.3(b)).

            


    

    


    
      	 	 	
              A
                Participant who terminates his/her employment with the Employer or
                any of
                its Affiliated Companies for any reason, other than those listed
                in the
                preceding paragraph shall not be entitled to any benefit under this
                Plan.
                

            


    

    


    
      	 	
              8.3

            	
              Change
                in Control

            


    

    


    
      	 	
              (a)

            	
              In
                the event of a Change in Control of the Company (as defined below),
                each
                Participant who is actively employed on the date of such Change in
                Control
                as of the date of such Change in Control shall become fully vested
                in his
                Accrued Benefit under this Plan as of the date of such Change in
                Control.
                Payment of such Accrued Benefit may commence on the earlier of his
                Early
                Retirement Date of Normal Retirement Date in accordance with the
                provisions of Article 9.

            


      	 	 	 


    

    
      	 	
              (b)

            	
              The
                term “Change in Control” as used herein shall mean the power, directly or
                indirectly, to direct the management or policies of the Corporation
                or to
                vote forty (40%) or more of any class of voting securities of the
                Corporation, except that any merger, consolidation or corporate
                reorganization in which the owners of the capital stock entitled
                to vote
                (“Voting Stock”) in the election of directors of the Corporation prior to
                said combination own sixty-one percent (61%) or more of the resulting
                entity’s Voting Stock shall not be considered a Change in Control;
                provided, however, that a Change in Control shall be deemed to have
                occurred if: (i) any “person” (as that term is used in Sections 13 (d) and
                14 (d)(2) of the Securities Exchange Act of 1934), other than a trustee
                or
                other fiduciary holding securities under an employee benefit plan
                of the
                Corporation, is or becomes the beneficial owner (as the term is used
                in
                Section 13(d) of the Securities exchange act of 1934), directly or
                indirectly, of thirty-three (33%) or more of the Voting Stock of
                the
                Corporation or its successors; (ii) during any period of two consecutive
                years individuals who at the beginning of such period constituted
                the
                Board of Directors of the Corporation or its successors (the “Incumbent
                Board”) cease for any reason to constitute at least a majority thereof;
                provided, that any person who becomes a director of the Corporation
                after
                the beginning of such

            


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    period
      whose election was approved by a vote of at least three-quarters of the
      directors comprising the Incumbent Board shall be considered a member of the
      Incumbent Board; or (iii) there occurs the sale of all or substantially all
      of
      the assets of the Corporation.

    
      	 	 	 


      	 	
              (c)

            	
              The
                benefits payable under this section in the event of a Change in Control
                shall be the Accrued Benefit to which an eligible Participant is
                entitled
                under the Plan. If the benefits to which a Participant become entitled
                under the Plan in the event of his Early Retirement or Normal Retirement
                are greater than the benefits provided under this section, then such
                other
                benefits shall be the benefit payable to the Participant (or the
                beneficiary) under the Plan.

            


    

    


    
      	 	
              8.4

            	
              Facts
                Concerning the Termination of a Participant’s
                Employment

            


    

    


    
      	 	
              (a)

            	
              The
                facts concerning the termination of a Participant’s employment shall be
                transmitted to the Committee by written statement from the Employer,
                and
                the Committee may accept such statement as true. The Committee shall
                not
                incur any liability by reason of any action taken or omitted on the
                strength of such statement.

            


    

    



    
      
        
        

      

      
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    ARTICLE
      9

    


    PAYMENT
      OF RETIREMENT BENEFITS

    


    
      	 	
              9.1

            	
              At
                a Participant's Disability, Early, Normal or Delayed Retirement Date,
                retirement benefits shall be paid in the form elected by the Participant
                in accordance with the terms of the First Bancorp Employees' Pension
                Plan.
                Retirement benefits payable in any form other than a straight life
                annuity
                shall be the Actuarial Equivalent of the Participant's Accrued Benefit
                payable as a straight life annuity.

            


    

    



    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      10

    


    PENSION
      RETIREMENT COMMITTEE

    


    
      	 	
              10.1

            	
              The
                Retirement Committee shall have full responsibility, discretion and
                authority to interpret and administer the Plan, including the power
                to
                promulgate rules of Plan administration, to settle any disputes as
                to
                rights or benefits arising from the Plan, to appoint agents and delegate
                its duties, and to make decisions or take such actions as the Retirement
                Committee, in its sole discretion, deems necessary or advisable to
                aid in
                the proper administration of the Plan. Actions and determinations
                by the
                Retirement Committee shall be final, binding and conclusive for all
                purposes of the Plan.

            


    

    


    The
      members of the Committee shall be indemnified and held harmless by the Employer
      against and from any and all loss, cost, liability or expense that may be
      imposed upon or reasonably incurred by them in connection with or resulting
      from
      any claim, action, suit or proceeding to which they may be party or in which
      they may be involved by reason of any action or failure to act under this Plan,
      and against and from any and all amounts paid by them in settlement (with the
      Employer's written approval) or paid by them in satisfaction of a judgment
      in
      any such action, suit or proceeding. The foregoing provision shall not apply
      to
      any person if the loss, cost, liability or expense is due to such person's
      gross
      negligence or willful misconduct.

    



    
      
        
        

      

      
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    ARTICLE
      11 

    


    CLAIM
      PROCEDURE

    


    
      	 	
              11.1

            	
              Filing
                a Claim for Benefits -
                Any claim for a Plan benefit hereunder shall be filed by a Participant
                or
                beneficiary (claimant) with the Pension Committee.
                

            


    

    


    
      	 	
              11.2

            	
              Denial
                of Claim

            


    

    


    
      	 	 	
              (a)

            	
              If
                a claim for a Plan benefit is wholly or partially denied, notice
                of the
                decision shall be furnished to the claimant by the Committee within
                a
                reasonable period of time after receipt of the claim by the
                Committee.

            


    

    


    
      	 	
              (b)

            	
              Any
                claimant who is denied a claim for benefit shall be furnished written
                notice setting forth:

            


    

    


    
      	 	
              (1)

            	
              The
                specific reason or reasons for the
                denial;

            


    

    


    
      	 	
              (2)

            	
              Specific
                reference to the pertinent Plan provisions upon which the denial
                is
                based;

            


    

    


    
      	 	
              (3)

            	
              A
                description of any additional material or information necessary for
                the
                claimant to perfect the claim and an explanation of why such material
                or
                information is necessary; and

            


    

    


    
      	 	
              (4)

            	
              An
                explanation of the Plan's claim review procedure.
                

            


    

    


    
      	 	
              11.3

            	
              Claims
                Review Procedure

            


      	 	 	 


    

    
      	 	 	
              (a)

            	
              In
                order that a claimant may appeal a denial of a claim, a claimant
                or his
                duly authorized representative:

            


    

    


    
      	 	
              (1)

            	
              May
                request a review by written application to the Committee not later
                than 60
                days after receipt by the claimant of written notification of denial
                of a
                claim;

            


    

    


    
      	 	
              (2)

            	
              May
                review pertinent documents; and

            


    

    


    
      	 	
              (3)

            	
              May
                submit issues and comments in
                writing.

            


    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    


    
      	 	 	
              (b)

            	
              A
                decision on review of a denied claim shall be made not later than
                60 days
                after receipt of a request for review, unless special circumstances
                require an extension of time for processing, in which case a decision
                shall be rendered within a reasonable period of time, but not later
                than
                120 days after receipt of a request for
                review.

            


    

    


    
      	 	
              (c)

            	
              The
                decision on review shall be in writing and shall include the specific
                reasons for the decision and the specific references to the pertinent
                Plan
                provisions on which the decision is
                based.

            


    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      12

    


    UNFUNDED
      PLAN

    


    
      	 	
              12.1

            	
              The
                Employer's obligations under this Plan shall be an unfunded and unsecured
                promise to pay. The Employer shall not be obligated under any
                circumstances to fund its financial obligations under this Plan.
                Benefit
                payments shall be made solely from the Employer's general assets.
                Any
                assets which the Employer may acquire or set aside to help cover
                its
                financial liabilities are and must remain general assets of the Employer
                subject to the claims of its creditors. Neither the Employer nor
                the Plan
                gives any Participant any beneficial ownership interest in any assets
                of
                the Employer. All rights of ownership in any such assets are and
                remain in
                the Employer.

            


    

    


    The
      expenses of administering the Plan shall be borne by the
      Employer.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    


    


    ARTICLE
      13

    


    SPENDTHRIFT

    


    
      	 	
              13.1

            	
              No
                benefit under the Plan shall be subject in any manner to anticipation,
                alienation, sale, transfer, assignment, pledge, encumbrance or charge,
                and
                any attempt to anticipate, alienate, sell, transfer, assign, pledge,
                encumber or charge any such benefit shall be void. Prior to the receipt
                thereof, no such benefit shall in any manner be liable for or subject
                to
                the recipient's debts, contracts, liabilities, engagements or
                torts.

            


    

    



    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      14

    


    AMENDMENT
      AND TERMINATION

    


    
      	 	
              14.1

            	
              This
                Plan may be amended, suspended or terminated at any time by the Employer
                by a written instrument executed in the name of the Employer under
                its
                corporate seal by officers duly authorized to execute such instrument,
                provided that no such amendment, suspension or termination shall
                materially adversely affect the rights of any Participant to Accrued
                Benefits previously earned by such Participant and not yet
                paid.

            


    

    



    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      15

    


    MISCELLANEOUS
      PROVISIONS

    


    
      	 	
              15.1

            	
              Headings
                -
                The
                headings of the Plan have been inserted for convenience of reference
                only
                and are to be ignored in any construction of the provisions
                hereof.

            


    

    


    
      	 	
              15.2

            	
              Plan
                not Contract of Employment -
                This Plan shall not be construed as creating or changing any contract
                of
                employment between the Employer and its Employees, whether Participants
                or
                not, and the Employer retains the right to deal with its Employees,
                whether Participants or not, and to terminate their respective employment
                at any time, to the same extent as though this Plan had not been
                created.

            


    

    


    
      	 	
              15.3

            	
              Invalidity
                of Certain Provisions -
                If any provisions of this Plan shall be held invalid or unenforceable,
                such invalidity or unenforceability shall not affect any other provisions,
                and this Plan shall be construed and enforced as if such provisions
                had
                not been included.

            


    

    


    
      	 	
              15.4

            	
              Law
                Governing -
                This Plan shall be construed and enforced according to the laws of
                the
                State of North Carolina.

            


    

    


    
      	 	
              15.5

            	
              General
                Undertaking -
                All parties to this Plan and all persons claiming any interest whatsoever
                hereunder agree to perform any and all acts and execute any and all
                documents and papers which may be necessary or desirable for the
                carrying
                out of this Plan or any of its
                provisions.

            


    

    


    
      	 	
              15.6

            	
              Agreement
                to Bind -
                This Plan shall be binding upon the Employer, its assigns, and any
                successor to substantially all of the Employer's assets and business
                through merger, acquisition or consolidation, and upon a Participant
                and
                his beneficiaries, assigns, heirs, executors and
                administrators.

            


    

    


    
      	 	
              15.7

            	
              Action
                by Employer
                -
                Whenever under the terms of the Plan the Employer is permitted or
                required
                to take some action, such action may be taken by any officer of the
                Employer who has been duly authorized by the Board of Directors of
                the
                Employer.

            


    

    


    
      	 	
              15.8

            	
              The
                Company shall deduct from the amount of any payments hereunder all
                taxes
                required by applicable laws to be
                withheld.

            


    

    


    
24