Exhibit 10.b








 


 


 


 


 


 


 


 


 


 


 


FIRST
BANCORP ·


 


SENIOR
MANAGEMENT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Amended and
Restated Plan Dated


 


December
9, 2008 (Effective January 1, 2009)




    

     

    


 


 


 


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	11
	 	 	 
	ARTICLE 8	TERMINATION OF EMPLOYMENT	13
	 	 	 
	ARTICLE 9	PAYMENT OF RETIREMENT BENEFITS	15
	 	 	 
	ARTICLE 10	PENSION RETIREMENT COMMITTEE	17
	 	 	 
	ARTICLE 11	CLAIM PROCEDURE	18
	 	 	 
	ARTICLE 12	UNFUNDED  PLAN	19
	 	 	 
	ARTICLE 13	SPENDTHRIFT	20
	 	 	 
	ARTICLE 14	AMENDMENT AND TERMINATION	21
	 	 	 
	ARTICLE 15	MISCELLANEOUS PROVISIONS	22


 




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FIRST
BANCORP


SENIOR MANAGEMENT


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


 


 


EFFECTIVE January 1,
1993, the Employer establishes this 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 as embodied herein
has been duly approved and authorized by the


Board
of Directors of said Employer.


 


 


 


NOW, THERFORE,
THIS AGREEMENT,


 


CREATION AND NAME


 


The
name of the plan shall be the First Bancorp Senior Management Supplemental Executive Retirement Plan,
hereafter referred to as the "Plan."
The Plan was effective January 1, 1993; was amended and
restated on December 22, 2006 and is amended and restated, as embodied herein, effective January 1, 2009.




     


     

    





 


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 the Participant's
                                         benefit payable at his Normal Retirement Date, determined as set forth in Section 4.2,
                                         using actual Years of Credited Service, expected Years of Credited Service as of a Participant's
                                         Normal Retirement Date and Final Average Compensation as of the date the benefit is determined.







 


	1.2		Actuarial (or
                                         Actuarially) Equivalent shall mean a benefit of equivalent value to a straight life
                                         annuity 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, compensation paid to
                                          the Employee in such Plan Year after being deferred in a previous Plan Year,
                                         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,
1994, 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.



 


	1.8		A
                                         Participant is Disabled beginning on the date that he is, by reason of any medically
                                         determinable physical or mental impairment that can be expected to result in death or
                                         to last for a continuous period of not less than 12 months, receiving income replacement
                                         benefits for a period of not less than 3 months under a long-term disability insurance
                                         plan sponsored by the Employer. The term "Disability"
                                         shall have a correlative meaning. ·



 


	1.9		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.



 


	1.10		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.



 


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



 


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



 


	1.13		Initial
                                         Deferral Election shall mean a Participant's
                                         valid initial election pursuant to Section 9.l(b) of the form in which his Post-2004
                                         Benefit is to be paid.



 


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



 


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



 


	1.16		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.



 


	1.17		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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	1.18		Plan Administrator
                                         shall mean the Employer, unless otherwise designated by the Board.



 


	1.19		Post-2004 Benefit
                                         shall mean a Participant's entire Accrued Benefit under the Plan, reduced by his
                                         Pre-2005 Benefit (if any).



 


	1.20		Pre-2005 Benefit
                                         shall mean the 100% vested Accrued Benefit to which a Participant would have been
                                         entitled if he had separated from service as an Employee on December 31, 2004.



 


	1.21		Service



 


	(a)		Years
                                         of Credited Service shall mean a Participant's
                                         "Years of Credited Service"  as
                                         defined in the First Bancorp Employees' Pension Plan, provided that for purposes
                                         of this Plan, the Years of Credited Service for any Employee who becomes a Participant
                                         on or after January 1, 2009
                                         shall not exceed the number of Plan Years during which he has been a·
                                         Participant,
                                         unless otherwise provided in writing by the Company
                                         prior to the commencement of the Employee's participation in the 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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ARTICLE2


 


ELIGIBILITY


 


	2.1		Initial Participation - An
Eligible Employee shall participate in the Plan beginning on January 1, 1993 or any subsequent
Anniversary Date coinciding with or next following the date that he has both (i) been designated by the Board as a Participant
in the Plan and (ii) submitted (and not subsequently revoked) a valid Initial Deferral Election.





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ARTICLE3


 


EARLY RETIREMENT


 


	3.1		Early
                                         Retirement Benefit - If a Participant shall separate from service as 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. Payment of the Participant's Pre-2005 Benefit shall start
                                         on the date the Participant's
                                         retirement benefits under the First
                                         Bancorp Employees' Pension Plan start, and payment of his Post-2004 Benefit shall start
                                         on his Normal Retirement Date. In either case, the
                                         amount of such benefit shall be determined as follows:



 


	(a)		For a benefit that commences on the Normal Retirement
Date, the amount of the benefit shall be the Participant's
Accrued Benefit determined as of his Early Retirement Date.



 


	(b)		For a benefit that commences prior to the Normal Retirement
Date, the amount of the benefit shall be the Participant's Accrued Benefit determined as of his Early Retirement Date,
reduced by 1/180 for each of the first 60 months, and 1/360 for each of the next 60 months,
by which payment commences prior to the Normal Retirement Date.



 


	3.2		The
                                         Early Retirement Date of a Participant who separates from service as an Employee,
                                          if any, 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 upon
his Early Retirement.





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ARTICLE4


 


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 hereunder commencing on his 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,
for a maximum of 60% of Final Average Monthly Compensation (except for James H. Gamer, whose maximum
shall be 65% of Final Average Monthly Compensation), 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, 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 the 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





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			last ten Plan Years during all of which he worked as an Employee, that produce the
highest average, or



 


	(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 separate from service as an Employee
later than his Normal Retirement Date. In such event, 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. Gamer 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).








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ARTICLE
6


 


DISABILITY
RETIREMENT


 


	6.1		Eligibility
                                         for Disability Retirement Benefits



 


	(a)		A Participant who,
if he separated from service, would not yet be eligible for Early Retirement under Article
3 or Normal Retirement under Article 4, and who becomes Disabled, shall be eligible to receive a Disability Retirement
Benefit.



 


	(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.l(a) above.



 


	6.2		Payment and
                                         Determination of Disability Benefit



 


	(a)		A Participant's disability benefit hereunder shall be paid commencing on his Normal
Retirement Date.



 


	(b)		The amount of such benefit shall be determined as follows:



 


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



 


	(2)		Crediting
                                         of Service - For purposes of benefit accrual, a Participant shall receive credit
                                         for Hours of Service (as defined in the First Bancorp Employees'
                                         Pension Plan) 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 at all times until such date.



 


	(3)		The amount of the benefit shall be the Participant's Accrued Benefit as of his Disability
Retirement Date.



 


	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
                                         on his Disability Retirement Date.





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ARTICLE
7


 


SURVIVOR BENEFITS


 


	7.1		Eligibility
                                         for 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 his 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 his Earliest Retirement
                                         Age, his surviving Eligible Spouse, if any, shall receive a "Preretirement Survivor
                                         Annuity" commencing 60 days after his death (with appropriate early retirement reductions).



 


	7.2		Determination
                                         of Survivor Benefits



 


	(a)		For a Participant
                                         who meets the requirements of Section 7.l(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 his actual date of death;



 


	(2)		survived to the Earliest Retirement Age;



 


	(3)		began receiving his Accrued Benefit 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.



 


	(b)		For a Participant
                                         who meets the requirements of Section 7.l(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 separated
from service on the day prior to his death with an immediate joint and 100% survivor
annuity, with his Eligible Spouse as the contingent annuitant.




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	(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 to the surviving Eligible Spouse as soon as practical after the Participant's death.



 


	(d)		A Participant's Earliest Retirement Age shall mean his
first birthday on which either (i) he is age 55 or older and has completed at least 15 Years of Service in the employ of the Employer,
or (ii) he is 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		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 or Disability·
                                         pursuant to Article 6 herein, or upon his death after
                                         completing five Years of Service.



 


	8.2		Terminated
                                         Participant - A Participant who terminates his employment with the Employer or any
                                         of its Affiliated Companies for any reason other than those listed in Section 8.1 (termination
                                         at or after attaining Normal Retirement Age, Early Retirement or Disability) or Section
                                         8.3 (termination at or after a Change in Control) shall not be entitled to any benefit
                                         under this Plan.



 


	8.3		Change in Control



 


	(a)		Upon 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 and nonforfeitable in his Accrued Benefit under this Plan as of the date of such Change in Control.
 Payment of such Accrued Benefit shall commence upon termination of employment, Disability
or death m accordance with the provisions of Article 3, 4, 5, 6 or 7, as applicable.



 


	(b)		The term "Change in Control"
 as used herein shall mean the power, directly or indirectly, to direct the
management or policies of the Company or to vote forty (40%) or more of any class of voting securities .of
the Company, 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 Company 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 Company,
 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 Company 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 Company 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 Company after the beginning of such period whose election was approved by a vote of at least three-





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quarters
of the directors compnsmg 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 Company.


 


	8.4		Facts
                                         Concerning the Termination of a Participant's Employment - 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		Form of Payment



 


	(a)		A Participant's Pre-2005 Benefit shall be paid in the form elected by the Participant
in accordance with the terms of the First Bancorp Employees' Pension Plan, and his Post-2004 Benefit shall be paid in the form
elected by the Participant pursuant to Section 9.l(b).
In  either
case,  a benefit
payable in any form other than a straight life annuity shall be the Actuarial Equivalent of such benefit payable as a straight
life annuity.



 


	(b)		Each Participant who began participation in the Plan
prior to January 1, 2009 shall elect the form of payment of his Post-2004 Benefit,
on the form provided by the Company, on or before January 1, 2009.
Each Participant who begins participation in the Plan on or after January 1, 2009
must elect the form of payment of his Accrued Benefit, on
the form provided by the Company,  prior to beginning such
participation. In either case, any change in such Initial Deferral Election must be to a form of payment that is (i) a 
"life annuity" under Code Regulation §1.409A-2(b)(2)(ii)
and (ii) Actuarially Equivalent to the form selected in the Initial Deferral Election.



 


	9.2		Time of Payment



 





	(a)		No part of a Participant's Post-2004 Benefit shall be
payable, except upon a Disability pursuant to Article
6, until the Participant has separated from service as
defined in Code Regulation §1.409A-l(h).



 


	(b)		Upon a Participant's Early Retirement, Disability or death,
                                                                                                                   payment of his Accrued Benefit shall commence or be made pursuant to Article 3, 6 or 7, as applicable. Upon a
                                                                                                                   Participant's separation from service at or after
                                                                                                                   Normal Retirement Age, (i) his pre-2005 Benefit shall commence or be made at the time elected by the Participant in
                                                                                                                   accordance with the terms of the First Bancorp Employees' Pension Plan, and (ii) his Post-2004 Benefit shall commence or be
                                                                                                                   made on his Normal Retirement Date or Delayed Retirement Date, as
                                                                                                                   applicable.



 


	(c)		Notwithstanding Section 9.2(b), the Post-2004
Benefit of a Participant who is a "key employee," as defined under Code §409A,
shall be delayed until six months after he has separated from service unless such benefit
is being paid pursuant to Article 6 or Article 7 by reason of his Disability or death.
Any payments that would otherwise be payable to him during this six-month delay shall be accumulated
and paid in a lump sum, without interest, at the end of
the six-month period or, if earlier, upon his death.





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	(d)		In no event shall the payment of any Post-2004 Benefit be accelerated to a time earlier
than that at which it would otherwise have been paid, whether by amendment of this Plan, exercise of the Committee's discretion,
or otherwise, except as permitted by regulations issued under Code §409A.



 


	(e)		Any individual Participant agreement related to this Plan that provides for a different
form or time of payment shall specify the form and time of payment, without Employer or Participant discretion, at the time such
agreement is entered into, and shall otherwise comply with the regulations issued under Code §409A.



 


 


 




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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 niay 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.



 


	(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.





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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.




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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.





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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 his unpaid Accrued
Benefit without such Participant's written consent.





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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		Invaliditv
                                         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 the Employer.



 


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



 


	15.9		Code
                                         §409A Compliance - In the event that the Committee,
                                         in its sole discretion, determines that any time
                                         or form of payment provided for in the Plan, or the existence
                                         of a right to elect a different time or form of distribution, would cause the plan to
                                         fail to meet the requirements of Code §409A, or otherwise cause Participants to
                                         be subject to any adverse federal income tax
                                          consequences, the Committee may adopt procedures modifying or otherwise removing
                                         the form of payment or election right, and any such procedures shall be deemed an amendment
                                         to the Plan.





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IN
WITNESS WHEREOF, FIRST BANCORP has caused these presents to be signed by its duly authorized officers  and
its seal to be hereunto affixed, this day of 9th day of December, 2008.


 


 





	SPONSOR:

                                                                                 
	 	 	 
	
        ATTEST: FIRST BANCORP

         
	 	 	 
	 	 	 	 
	/s/ Timothy S. Maples	 	By:	/s/ Eric P. Credle
	Secretary (Asst)	 	 	EVP
	 	 	 	 
	Corporate Seal	 	 	 









 


 






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