pre14a-95431_fbnc.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ______)

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Filed by a Party other than the Registrant o

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o      Definitive Proxy Statement
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o      Soliciting Material Pursuant to § 240.14A-12

FIRST BANCORP
(Name of Registrant as Specified in Its Charter)

N/A
 
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FIRST BANCORP

341 North Main Street
Troy, North Carolina 27371-0508
Telephone (910) 576-6171


 
Notice of Special Meeting of Shareholders
To Be Held Thursday, December 11, 2008

To Our Shareholders:

A special meeting of shareholders of First Bancorp (the “Company”) will be held at the James H. Garner Conference Center, 211 Burnette Street, Troy, North Carolina (see map on outside back cover) on Thursday, December 11, 2008 at 10:00 a.m. local time, for the purpose of considering and acting on the following matters:

1.    A proposal to amend the Articles of Incorporation of the Company to authorize 5,000,000 shares of a new class of preferred stock, no par value.

2.    Such other business as may properly come before the meeting, or any adjournment thereof.

Only shareholders of record as of the close of business on November 7, 2008 are entitled to notice of and to vote at the special meeting and any adjournment thereof.

Whether or not you expect to be present at the meeting, please complete, date and sign the enclosed form of proxy and return it promptly in the enclosed envelope.  If you attend the meeting, your proxy will be returned to you upon request.  You may also vote by telephone or on the Internet, as described in the proxy statement and on the proxy card.

Please note that the attached form of proxy requests you to indicate whether you plan to attend the special meeting.  For planning purposes, we would appreciate your response to this question. If you initially indicate that you are not planning to attend and later want to, or do not indicate one way or the other, you are still welcome and invited to attend the meeting.

The proxy statement accompanying this notice sets forth additional information concerning the proposals to be considered at the special meeting.  You are urged to study this information carefully.



By Order of the Board of Directors

Anna G. Hollers
Secretary

November 14 , 2008

 
 
 

First Bancorp
341 North Main Street
Troy, North Carolina 27371-0508
Telephone (910) 576-6171
 
PROXY STATEMENT
 
 

INTRODUCTION

This proxy statement is furnished to the shareholders of First Bancorp (sometimes referred to herein as the “Company”) in connection with the solicitation of proxies by the Company for use at the special meeting of shareholders of the Company to be held on Thursday, December 11, 2008 at 10:00 a.m. local time, at the James H. Garner Conference Center, 211 Burnette Street, Troy, North Carolina (see map on outside back cover), and at any adjournment thereof.  Action will be taken at the special meeting on the items described in this proxy statement and on any other business that properly comes before the meeting.  This proxy statement and accompanying form of proxy are first being mailed to shareholders on or about November 14, 2008.

The accompanying proxy is for use at the special meeting if a shareholder either will be unable to attend in person or will attend but wishes to vote by proxy.  Most shareholders have a choice of voting by completing the enclosed proxy card and mailing it in the postage-paid envelope provided, voting over the Internet or using a toll-free number.  Each shareholder should refer to the proxy card or the information forwarded by the shareholder’s bank, broker or other holder of record to see which voting options are available.  Shareholders who vote over the Internet may incur costs, such as telephone and Internet access charges, for which the shareholder is responsible.  The Internet and telephone voting facilities for eligible shareholders of record will close at 3:00 a.m. Eastern Daylight Time on December 11, 2008.  Specific instructions to be followed by any shareholder interested in voting via the Internet or telephone are shown on the enclosed proxy card.  The Internet and telephone voting procedures are designed to authenticate the shareholder’s identity and to allow shareholders to vote their shares and confirm that their instructions have been properly recorded.  In the event that the proxy card does not reference Internet or telephone voting information because the recipient is not the registered owner of the shares, the proxy card must be completed and returned in the self-addressed, postage-paid envelope provided.

Any shareholder giving a proxy may revoke it at any time before a vote is taken by (i) duly executing a proxy bearing a later date; (ii) executing a notice of revocation in a written instrument filed with the secretary of the Company; or (iii) appearing at the meeting and notifying the secretary of the intention to vote in person.  Unless a contrary choice is specified, all shares represented by valid proxies received pursuant to this solicitation, and not revoked before they are exercised, will be voted as set forth in this proxy statement.  In addition, the proxy confers discretionary authority upon the persons named therein, or their substitutes, with respect to any other business that may properly come before the meeting, which may include a motion to adjourn the meeting to a later time if a quorum is not present.

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote is necessary to constitute a quorum at the annual meeting.  If a quorum is not present or represented at the meeting, the shareholders present and entitled to vote have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.  At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.  All shares represented by properly executed proxies returned to the Company, including those on which no voting instructions are indicated (including broker non-votes) and those on which shareholders have abstained from voting, will be counted as present for purposes of determining if a quorum is present.

We will bear the entire cost of preparing this proxy statement and of soliciting proxies.  Proxies may be solicited by our employees, either personally, by special letter, or by telephone, but they will not receive additional compensation for doing so.  We have retained the services of The Altman Group, Inc. to assist us in the solicitation of proxies from banks, brokers, nominees and intermediaries.  We estimate that we will pay this firm a fee of approximately $8,500 for their services.  We also will request brokers and others to send solicitation material to beneficial owners of stock and will reimburse their costs for this purpose.

 
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Only shareholders of record as of the close of business on November 7, 2008 will be entitled to vote at the meeting or any adjournment thereof.  At such time, there were [16,546,964] shares of common stock issued and outstanding.  Shareholders are entitled to one vote for each share of common stock held.

PROPOSAL 1 – TO CREATE A NEW CLASS OF PREFERRED STOCK

Under our articles of incorporation as currently in effect, we do not have authority to issue preferred stock.  Our board of directors has adopted, and recommended that our shareholders approve, an amendment to our articles of incorporation to authorize 5,000,000 shares of preferred stock, no par value.  If this amendment is approved by our shareholders, the first sentence of Article IV of our articles of incorporation will be amended by adding in substance the following language at the end of that sentence: “and 5,000,000 shares of preferred stock with no par value, which shares of preferred stock shall be established by the Board of Directors of the corporation as provided herein in one or more classes or series within a class.”  Also, the following language in substance will be added immediately after the first sentence of Article IV:

“The Board of Directors is expressly authorized to establish one or more classes of preferred stock, or one or more series within a class of preferred stock, by fixing and determining the preferences, limitations and relative rights (within the limits of Chapter 55 of the North Carolina Business Corporation Act), including dividend, liquidation, conversion, voting, redemption and other rights, preferences and limitations of the class or series of shares so established, as shall be stated and expressed in the resolution establishing such class or series and providing for the issuance thereof adopted by the Board of Directors pursuant to the authority to do so that is hereby expressly vested in it, including, without limiting the generality of the foregoing, the following:

(a)           the designation of such class or series;

(b)           the dividend rate, if any, thereof, the conditions and dates upon which such dividends shall be payable, the preference or relation of such dividends to dividends payable on any other class or classes of capital stock of the corporation or series within a class, and whether such dividends shall be cumulative or noncumulative;

(c)           whether the shares of such class or series shall be subject to redemption by the corporation, and, if made subject to such redemption, the times, prices, rates, adjustments and other terms and conditions of such redemption;

(d)           the terms and amount of any sinking or similar fund provided for the purchase or redemption of the shares of such class or series;

(e)           providing that the shares of such class or series may be convertible into or exchangeable for shares of capital stock or other securities of the corporation or of any other corporation and the times, prices, rates, adjustments and other terms and conditions of such conversion or exchange;

(f)           the extent, if any, to which the holders of the shares of such class or series shall be entitled to vote as a class, series or otherwise with respect to the election of directors or otherwise;

(g)           the restrictions and conditions, if any, upon the issue or reissue of any additional preferred stock ranking on a parity with or prior to such shares as to dividends or upon dissolution;

(h)           the rights of the holders of the shares of such class or series upon the dissolution of, or upon the distribution of assets of, the corporation, which rights may be different in the case of voluntary dissolution than in the case of involuntary dissolution; and

(i)           any other preferences, limitations or relative rights of shares of such class or series consistent with this Article IV and applicable law.”

We believe it advisable and in our best interests to have the flexibility to issue preferred shares in the future to

 
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raise capital and for other corporate purposes, which could include acquisitions.  The preferred shares will be shares for which the preferences, limitations and relative rights, including voting rights, are determined by our board of directors from time to time without the necessity of obtaining shareholder approval.  Having preferred shares available for issuance will enable us to respond promptly to market conditions and other opportunities without incurring the delay and expense associated with calling a shareholders’ meeting to approve a contemplated stock issuance.  As such, if our shareholders vote in favor of this proposed amendment, our board of directors will have the power to issue preferred shares from time to time without further action by our shareholders, except as may be required by applicable law or the requirements of any market on which our shares are then traded.  Other than the possibility of participating in the Capital Purchase Program recently announced by the U.S. Department of the Treasury as described below under “Capital Purchase Program,” we have no plans, agreements or understandings with anyone to issue shares of our preferred stock.

Although our board of directors has no present intention of doing so, we may issue preferred shares that could, depending on the terms of such series, make more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or other means.  When in the judgment of our board of directors this action will be in the best interests of our shareholders and the Company, such shares could be used to create voting or other impediments or to discourage persons seeking to gain control of our company.  Such shares could be privately placed with purchasers aligned with our board of directors in opposing such action.  In addition, our board of directors could authorize holders of a class or series of preferred shares to vote either separately as a class or with the holders of our common stock on any merger, share exchange, sale or exchange of assets or other extraordinary corporate transaction.  The existence of the additional authorized shares could have the effect or discouraging unsolicited takeover attempts.  The issuance of new shares also could be used to dilute the stock ownership of a person or entity seeking to obtain control of our company.

Under North Carolina law, our shareholders do not have the right to dissent and obtain payment for the “fair value” of their shares in connection with this proposed amendment to our articles of incorporation.  Moreover, if this amendment is approved, our shareholders will not have the right to dissent and obtain payment for the “fair value” of their shares in connection with any issuance of shares of preferred stock subsequently authorized by our board of directors.

The proposal to amend our articles of incorporation to authorize 5,000,000 shares of preferred stock will be approved if the number of votes cast in favor of the proposed amendment exceed the number of votes cast opposing the proposed amendment.  Abstentions and broker non-votes, as well as the failure to return a signed proxy card, will not be counted as a vote for or against the proposed amendment and will not affect voting on this proposal, assuming that a quorum is present.  Our board of directors has unanimously recommended that you vote “FOR” this proposal.  Unless indicated to the contrary on your proxy card, we will vote any properly submitted proxies “FOR” this proposed amendment to the articles of incorporation.

Capital Purchase Program

The United States government recently enacted the Emergency Economic Stabilization Act of 2008 to attempt to restore liquidity and stability to the financial system in the United States.  Pursuant to the Act, on October 14, 2008 the United States Department of the Treasury (DOT) announced a voluntary Capital Purchase Program to encourage United States financial institutions to raise additional capital to increase the flow of financing to United States businesses and consumers and to support the United States economy in general.  Under this Program, the DOT has announced that it will purchase up to $250 billion of senior preferred shares in qualifying U.S. financial institutions, as determined by the DOT.  We are eligible to participate in this Program. Although we believe that our capital position is sound, we believe that the Program will allow us to raise additional capital on favorable terms in comparison with other available alternatives.   Accordingly, we currently plan to file an application with the federal banking regulators to participate in the Program.  We cannot assure you that we will be selected to participate in the Program.  Moreover, if we are so selected, we are unable at this time to determine the amount of capital that will be made available to us under the Program.

To participate in the Program, an eligible financial institution must apply with its primary banking regulator(s) on or before November 14, 2008.  Our primary banking regulators are the Board of Governors of the Federal Reserve System (FRB) and the Federal Deposit Insurance Corporation (FDIC).  The DOT, in consultation with each applicant’s primary banking regulator, will determine whether a financial institution will be permitted to participate in the Program and the amount of capital to be allocated to that financial institution.  Each financial institution selected to participate in the Program (a “participating institution”) may sell senior preferred shares to the DOT (“Program preferred shares”) in

 
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an amount not less than 1% nor more than 3% of its risk-weighted assets, as determined by the DOT.  Under these guidelines, we would be permitted to apply to issue Program preferred shares generating gross proceeds to us of approximately $21 million to $65 million based on our September 30, 2008 financial statements.  We intend to apply for the maximum amount of $65 million.

The Program preferred shares constitute Tier 1 capital and:

 
●
rank senior to common stock,

 
●
for bank holding companies like us, pay cumulative quarterly dividends at the rate of 5% per annum for five years and 9% per annum thereafter,

 
●
entitle their holder(s) to elect two directors if the participating institution fails to pay dividends on the Program preferred shares for six quarterly dividend periods, whether or not consecutive, and

 
●
will otherwise be non-voting, other than having class voting rights on the issuance of any shares ranking senior to the Program preferred shares, any amendment to the terms of the Program preferred shares or any merger, exchange or similar transaction which would adversely affect the rights of the Program preferred shares.

A participating institution may not redeem Program preferred shares during the first three years after issuance except with the proceeds from a “qualified equity offering” generating gross proceeds of not less than 25% of the issue price of the Program preferred shares.  A “qualified equity offering” means an offering of Tier 1 qualifying perpetual preferred stock or common stock for cash.  After the third anniversary of issuance, a participating institution may redeem Program preferred shares without limitation.  In all cases, the redemption price will be 100% of the issue price plus, for bank holding companies like us, all accrued and unpaid dividends to the date of redemption.

So long as any of the Program preferred shares are outstanding, a participating institution may not:

 
●
without the consent of the DOT, until the third anniversary of the date of issuance of the Program preferred shares, increase the amount of dividends paid on any shares ranking junior to the Program preferred shares, unless the DOT has transferred the Program preferred shares to third parties;

 
●
without the consent of the DOT, redeem any other shares until the third anniversary of the date of issuance, other than shares repurchased in connection with any employee benefit plans, unless prior to that time the DOT has transferred the Program preferred shares to third parties, or

 
●
pay dividends on or redeem any shares ranking junior to the preferred stock, unless all accrued dividends on the Program preferred shares have been paid in full.

A participating institution also is required to issue to the DOT a 10-year warrant to acquire a number of shares of common stock having a market price equal to 15% of the original issue price of the Program preferred shares.  If the participating institution is able, prior to December 31, 2009, to raise additional capital through a “qualified equity offering” generating gross proceeds of not less than 100% of the original issue price of the Program preferred shares, the number of shares covered by the warrant will be automatically reduced by 50%.  The Program preferred shares, warrants and underlying warrant shares will be freely transferable by the DOT, and a participating institution will be required to take all steps reasonably requested to facilitate the transfer of the Program preferred shares and related warrant and warrant shares, including by filing a shelf registration statement with the SEC covering the resale by the DOT of these securities.

A participating institution is required to comply with certain executive compensation and corporate governance requirements so long as the Program preferred shares are outstanding.  These requirements generally will:

 
●
limit the amount of severance paid to its CEO, CFO and three other most-highly compensated executive officers to no more than three times the officer’s average W-2 compensation over the five years prior to separation;

 
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●
require its compensation committees to periodically evaluate the institution’s compensation program with the assistance of its chief risk officer to ensure that no incentive compensation plan could lead the covered officers to take unnecessary and excessive risks that could threaten the value of the company;

 
●
require any bonus plan to provide that any covered officer must surrender any bonus or incentive compensation paid on account of inaccurate financial statements; and

 
●
prohibit any participating institution from taking a deduction for federal tax purposes for compensation paid to any of the covered officers in excess of $500,000 in any year.

We do not believe that these requirements would materially affect our existing executive compensation and corporate governance practices.

The foregoing summarizes the material provisions of the Program as it would apply to us and was prepared based solely on a summary of the Program published by the DOT.  The terms of the Program are subject to change by the DOT and expressly subject to the detailed terms of the Program agreements prepared by the DOT to evidence the purchase and sale of Program preferred shares.

Our ability to participate in the Capital Purchase Program requires us to submit an application to the FRB and the FDIC by the close of business on November 14, 2008.   We currently intend to apply to participate in the Program.  We cannot assure you that we will be approved to participate in the Program.  Moreover, if we are approved to participate in the Program, we are unable at this time to determine the amount of capital that will be made available to us under the Program.  Regardless of whether we ultimately participate in the Program, we nevertheless believe it advisable and in our best interests to have authorized shares of preferred stock available should other opportunities arise in the future that are in our best interests to pursue.

 
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STOCK OWNERSHIP OF MANAGEMENT AND OTHER BENEFICIAL OWNERS

The following table sets forth information as of November 7, 2008 regarding the ownership of our outstanding shares of common stock by each of our directors and executive officers, as well as by our directors and executive officers as a group.  As of November 7, 2008, no person or “group” of persons acting together was known to us to beneficially own more than 5% of our outstanding common stock.
     
Common Stock Beneficially Owned (1)
  
 
 
 
 
 
 
 
Name
 
 
 
 
 
 
 
Position with Company
  
 
 
 
Number of
Shares Owned
(excluding
options)
  
Number of
Shares That
May Be
Acquired
within 60
Days by
Exercising
Options
  
 
 
 
Total Number
of Shares
Beneficially
Owned
  
 
 
 
 
 
Percent
of Class
Directors
                          
Jerry L. Ocheltree
President, CEO/Director
     13,564 (2)     3,000       16,564       *  
Jack D. Briggs
Director
     110,315 (3)     16,750       127,065       *  
R. Walton Brown
Executive Vice President/Director
    27,822 (4)     15,000       42,822       *  
David L. Burns
Director
     79,583 (5)     15,750       95,333       *  
John F. Burns
Executive Vice President/Director
     75,863 (6)     3,167       79,030       *  
Mary Clara Capel
Director
     2,930       9,000       11,930       *  
James C. Crawford, III
Director
     57,629 (7)     2,250       59,879       *  
James G. Hudson, Jr.
Executive Vice President/Director
     75,649 (8)     2,250       77,899       *  
George R. Perkins, Jr.
Director
     484,866       24,750       509,616       3.08 %
Thomas F. Phillips
Director
     71,403 (9)     18,000       89,403       *  
Frederick L. Taylor II
Director
     13,692       9,000       22,692       *  
Virginia C. Thomasson
Director
     13,065       18,000       31,065       *  
Goldie H. Wallace
Director
     151,297       22,500       173,797       1.05 %
A. Jordan Washburn
Director
     39,605       15,750       55,355       *  
Dennis A. Wicker
Director
     5,946       18,000       23,946       *  
John C. Willis
Director
     462,873 (10)     22,500       485,373       2.93 %
                                   
Non-Director Executive Officers
  
Anna G. Hollers
Executive Vice President,
Chief Operating Officer
and Secretary
     101,118 (11)     9,001       110,119          
                                   
Teresa C. Nixon
Executive Vice President &
Chief Lending Officer
of First Bank
     37,769 (12)     22,501       60,270       *  
                                   
David G. Grigg
President of Montgomery
Data Services, Inc.
     48,889 (13)     8,808       57,697       *  
                                   
John S. Long
Executive Vice President
     46,619 (14)     22,584       69,203       *  
                                   
Eric P. Credle
Executive Vice President &
Chief Financial Officer
     11,459 (15)     18,001       29,460       *  
                                   
Timothy S. Maples
Senior Vice President and
Investment Officer
     29,074 (16)     —       29,074       *  
                                   
Lee C. McLaurin
Senior Vice President &
Controller
     11,165 (17)     9,000       20,165       *  
                                   
Directors and Executive Officers as a Group (23 persons)
 
     1,972,195 (18)     305,562       2,277,757       13.77 %

*  Indicates beneficial ownership of less than 1%.

 
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________________________
Notes to Table:

(1)
Unless otherwise indicated, each individual has sole voting and investment power with respect to all shares beneficially owned by such individual.  The “Number of Shares Owned” in the table above includes executive officers’ reported shares in the 401(k) defined contribution plan, which are voted by the plan trustee and not by the shareholder for whom such shares are listed.

(2)
Includes 6,268 shares held in the Company’s 401(k) defined contribution plan.

(3)
Includes 1,473 shares held as custodian for his daughter, 466 shares held as a custodian for his granddaughters, 65,667 shares held jointly with his spouse, and 2,269 shares held by his spouse.

(4)
Includes 2,514 shares held in the Company’s 401(k) defined contribution plan.

(5)
Includes 46,833 shares held by Mr. Burns’ business interests.

(6)
Includes 5,196 shares held in the Company’s 401(k) defined contribution plan.

(7)
Includes 4,600 shares held as custodian for his children and 6,325 shares held by his spouse.

(8)
Includes 2,707 shares held by his spouse and 2,799 shares held in the Company’s 401(k) defined contribution plan.

(9)
Includes 1,965 shares held by his spouse and 186 shares that his spouse owns jointly with two of their children.

(10)
Includes 263,591 shares held by his spouse.

(11)
Includes 20,637 shares held in the Company’s 401(k) defined contribution plan and 13,075 shares held by her spouse.

(12)
Includes 16,208 shares held in the Company’s 401(k) defined contribution plan, 2,914 shares held by Ms. Nixon’s business interests, and 37 shares held in trust for a minor.

(13)
Includes 12,976 shares held in the Company’s 401(k) defined contribution plan.

(14)
Includes 182 shares held in the Company’s 401(k) defined contribution plan and 3,049 shares of stock that are held in a non-qualified supplemental compensation plan.

(15)
Includes 4,608 shares held in the Company’s 401(k) defined contribution plan.

(16)
Includes 3,885 shares held in the Company’s 401(k) defined contribution plan.

(17)
Includes 5,615 shares held in the Company’s 401(k) defined contribution plan.

(18)
The number of shares held by directors and executive officers includes [186,520] shares of the Company’s stock that have been pledged as collateral by these persons for loans received from the Company and other financial institutions, as follows:  Mr. Brown – [25,158] shares; Mr. Hudson – [7,939] shares; Mr. Phillips – [32,976] shares; Ms. Wallace – [97,516] shares; Ms. Hollers – 5,331 shares; Ms. Nixon – [10,750] shares;  and Mr. Credle – 6,850 shares.
_______________________

SHAREHOLDERS PROPOSALS FOR 2009 MEETING

Shareholders may submit proposals appropriate for shareholder action at our 2009 annual meeting consistent with the regulations of the Securities and Exchange Commission.  For proposals to be considered for inclusion in the proxy statement for the 2009 annual meeting, they must be received by the Company no later than December 4, 2008.  Such proposals should be directed to First Bancorp, Attn. Anna G. Hollers, 341 North Main Street, Troy, North Carolina 27371-0508.

 
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Our bylaws establish an advance notice procedure for shareholder proposals to be brought before a meeting of shareholders of the Company.  Subject to any other applicable requirements, only such business may be conducted at a meeting of the shareholders as has been brought before the meeting by, or at the direction of, the Board of Directors or by a shareholder who has given to the Secretary of the Company timely written notice, in proper form, of the shareholder’s intention to bring that business before the meeting.  The presiding officer at such meeting has the authority to make such determinations.  To be timely, notice of other business to be brought before any meeting must generally be received by the Secretary of the Company not less than 60 nor more than 90 days in advance of the first anniversary of the preceding year’s annual meeting.  However, if the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days, notice must be given not earlier than the 90th day prior to such annual meeting and not later than the later of 60 days prior to such annual meeting or the 10th day following the day on which public announcement of the meeting is first made.  The notice of any shareholder proposal must set forth the various information required under the bylaws.  The person submitting the notice must provide, among other things, the name and address under which such shareholder appears on the Company's books and the class and number of shares of the Company’s capital stock that are beneficially owned by such shareholder.  Any shareholder desiring a copy of the Company’s bylaws will be furnished one without charge upon written request to the Secretary of the Company at our address noted above.

DELIVERY OF PROXY STATEMENTS AND
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

As permitted by the Securities Exchange Act of 1934, as amended, only one copy of the proxy statement is being delivered to shareholders residing at the same address, unless such shareholders have notified us of their desire to receive multiple copies of the proxy statement.  Additionally, some shareholders have consented to be excluded from the mailing of the proxy statement, and instead only be notified of the internet web address where they can access the proxy statement electronically.  The internet address where this proxy statement can be accessed is www.cfpproxy.com/3958.
 
We will promptly deliver, upon oral or written request, a separate copy of the proxy statement to any shareholder residing at an address to which only one copy was mailed or to shareholders who originally consented to only receive notice of internet availability.  Requests for additional copies and/or requests for multiple copies of the proxy statement in the future should be directed to First Bancorp, Attn. Anna G. Hollers, 341 North Main Street, Troy, North Carolina 27371-0508, or by calling 1-800-548-9377 and asking to speak to Anna Hollers.
 
Shareholders residing at the same address and currently receiving multiple copies of the proxy statement may contact us as noted above to request that only a single copy of the proxy statement be mailed in the future.  Shareholders who prefer not to receive copies of the proxy statement, and instead be notified of the internet address where this proxy statement can be accessed, can make that request by visiting www.cfpproxy.com/3958 and following the instructions.

OTHER MATTERS

As of the date of this proxy statement, the Board of Directors does not know of any other business to be presented for consideration or action at the annual meeting.  If other matters properly come before the annual meeting, the enclosed proxy will be deemed to confer discretionary authority to the individuals named as proxies therein to vote the shares represented by such proxy as to any such matters.

By Order of the Board of Directors,

Anna G.  Hollers
Secretary
____________________________
November 14, 2008

 
Page 9
 


Directions to the
James H. Garner Conference Center
Location of the 2008
First Bancorp Special Shareholders’ Meeting
Thursday, December 11, 2008 – 10:00 A.M.



MAP

 


 
Page 10
 

First Bancorp
This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Jerry L. Ocheltree and Anna G.  Hollers, and each of them, attorneys and proxies with full power of substitution, to act and vote as designated below the shares of common stock of First Bancorp held of record by the undersigned on November 7, 2008, at the special meeting of shareholders to be held on December 11, 2008, or any adjournment or adjournments thereof.

 
1.
PROPOSAL to amend the articles of incorporation of First Bancorp to authorize a new class of 5,000,000 shares of preferred stock.
 
 
o FOR     o  AGAINST     o  ABSTAIN

 
2.
In their discretion, the proxies are authorized to vote on any other business that may properly come before the meeting.

 
3.
Do you plan to attend the December 11, 2008 special meeting?      o  YES     o NO

This proxy when properly executed will be voted as directed herein.   If no direction is made, this proxy will be voted “FOR” Proposal 1.   The Board of Directors recommends a vote “FOR” Proposal 1.

 
Dated
  
, 2008
       
       
 
Signature
  
       
       
 
Signature (if jointly held)
       
 
(Please sign exactly as the name appears on this proxy.  If signing as attorney, administrator, executor, guardian, or trustee, please give title as such.   If a corporation, please sign in full corporate name by the President or other authorized officers.   If a partnership, please sign in partnership name by authorized person.)

 
Please mark, sign, date and return promptly in the envelope provided.   If you attend the meeting, you may withdraw your proxy and vote in person.  If you wish to vote by telephone or internet, please read the instructions below.

 
 


INSTRUCTIONS FOR VOTING YOUR PROXY

Shareholders of record have three alternative ways of voting their proxies:

1.  By Mail (traditional method); or
2.  By Telephone (using a Touch-Tone Phone); or
3.  By Internet

Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned your proxy card.   Please note all votes cast via the telephone or Internet must be cast prior to 3:00 a.m., Eastern Daylight Time, on December 11, 2008.


Vote by Telephone
Vote by Internet
It’s fast, convenient and immediate!
It’s fast, convenient, and your vote isimmediately confirmed and posted.
Call Toll-Free on a Touch-Tone Phone: 1-866-287-9707
immediately confirmed and posted.
   
Follow these four easy steps:
Follow these four easy steps:
1.     Read the accompanying Proxy Statement and Proxy Card
1.     Read the accompanying Proxy Statement and Proxy Card
2.     Call the toll-free number:
        1-866-287-9707
2.     Go to the website:
        https://www.proxyvotenow.com/fbnc
3.     Enter the 9 digit Control Number located on your Proxy Card below.
3.     Enter your 9 digit Control Number located on your Proxy Card below.
4.     Follow the recorded instructions
4.     Follow the instructions on the website.
   
Your vote is important!
Call 1-866-287-9707 anytime
Your vote is important!
Go to https://www.proxyvotenow.com/fbnc
   
It is not necessary to return your proxy card if you are voting by telephone or internet.
Please note that the last vote received, whether by telephone, internet, or by mail, will be the vote counted.

For Telephone/Internet Voting:
Control Number
Control Number Provided Here