ex4-1.htm


    Exhibit
4.1

    
 

    
      	
              Certificate
      No.

            	
              1

            	
              For

            	
              65,000

            	
              Shares
      Issued to

            	
              The
      U.S. Dept. of the Treasury

            	 
      	
              Transferred
      from

            	
              /      /20     

            


    

    
      
        	
                 

                Dated

              	
                January
      9

              	
                , 2009

              	
                Receipt
      acknowledged

              	 
      	 
      	
                No.
      Original Certificate

              	
                No.
      Original Shares

              	
                No.
      Of Shares Transferred

              


      

    

    


    
      
        	 
      	
                1

              	
                INCORPORATED
      UNDER THE LAWS OF

                 

                North
      Carolina

              	
                65,000

              	 
      


      

    

    


    FIRST
BANCORP

    Fixed
Rate Cumulative Perpetual Preferred Stock, Series A

    65,000
Authorized Shares

    


    


    


    This
Certifies that        
The
United States Department of the
Treasury        is the owner of     Sixty-Five
Thousand and No/100                fully paid 
and non-assessable Shares of the Capital Stock of the
above-named Corporation transferable only on the books of the Corporation by the
holder hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.

    


    In
Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this  9th   day of   January 20  09.

    


    


    
      	
              
                /s/
      Anna G. Hollers

              

            	 	 
      	 	
              
                /s/
      Jerry L. Ocheltree

              

            
	
              
                Anna
      G. Hollers/Secretary

              

            	 	 
      	 	
              
                Jerry
      L. Ocheltree/President

              

            
	 
      	 	 
      	 	
              
                UST
      SEQUENCE NO. 341

              

            


    

    


    


    


     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

     

    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS.  EACH PURCHASER OF THE
SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER.  ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2)
AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES
REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE
ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

    


    THE
SHARES ARE SUBJECT TO CERTAIN RIGHTS, PREFERENCES AND LIMITATIONS AS SET FORTH
IN THE ARTICLES OF INCORPORATION OF THE ISSUER.  THE ISSUER WILL PROVIDE A
SUMMARY OF SUCH RIGHTS, PREFERENCES AND LIMITATIONS TO THE SHAREHOLDER IN
WRITING AND WITHOUT CHARGE.

     

     

    
      

      

    

    
      


       

      —–

      

        
          

        

      

      
         CERTIFICATE

        

          
            

          

        

      

       ̃TM

       

      FOR

       

        
          

        

      

      
        65,000

        

          
            

          

        

      

      SHARES

      


      OF

      


      FIRST
BANCORP

      Issued
to

      
        The
U.S. Dept. of the Treasury

      

      

        
          

        

      

       

      Dated

      
        January
9, 2009