Exhibit 3.b. iv
Replacement of Section 3.02 of First Bancorp's Bylaws
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Section 3.02 of the bylaws of First Bancorp is deleted in its entirety and
replaced by the following:
3.02 Number; Election; Term; Qualification. The number of directors which
shall constitute the entire board of directors shall not be less than three (3)
nor more than eighteen (18) as may be fixed by resolution duly adopted by the
board of directors at or prior to the annual meeting at which such directors are
to be elected at the preceding annual meeting.
At each annual meeting of shareholders, directors shall be elected to hold
office until the next annual meeting of shareholders and until their successors
are elected and qualified. Those persons who receive the highest number of votes
at a meeting at which a quorum is present shall be deemed to have been elected.
Directors may be elected by a plurality of the votes cast at such annual
meeting. No director need be a shareholder, a resident of the State of North
Carolina, or a citizen of the United States.
