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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A

AMENDMENT NO. 1 TO FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1999

Commission File Number 0-15572

FIRST BANCORP
(Exact Name of Registrant as Specified in its Charter)

North Carolina 56-1421916
- ------------------------------------------- ----------------------
(State of Incorporation) (I.R.S. Employer
Identification Number)

341 North Main Street, Troy, North Carolina 27371-0508
- ------------------------------------------- ----------------------
(Address of Principal Executive Offices) (Zip Code)

(910) 576-6171
----------------------------------
(Registrant's telephone number,
including area code)

Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:

COMMON STOCK, NO PAR VALUE
(Title of each class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] YES [ ] NO

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to the Form 10-K. [ ]

The aggregate market value of the voting stock, Common Stock, no par
value, held by non-affiliates of the registrant, based on the average bid and
asked prices of the Common Stock on April 6, 2000 as reported on the NASDAQ
National Market System, was approximately $39,482,893. Shares of Common Stock
held by each officer and director and by each person who owns 5% or more of the
outstanding Common Stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

The number of shares of the Registrant's Common Stock outstanding on
April 6, 2000 was 4,520,851.

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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT

Information in response to this item is found in the tables and
sections entitled "Table of Directors, Nominees and Executive Officers,"
"Directors and Nominees," "Executive Officers," "Conditional Nominees and
Executive Officers" "Conditional Nominees for Directors," and "Conditional
Executive Officers" (and the footnotes thereto), in Item 12 of this report. In
addition, the following information is provided regarding Section 16(a)
beneficial ownership reporting compliance.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Under the securities laws of the United States, First Bancorp's
directors, its executive officers, and any persons holding more than 10% of
First Bancorp's common stock are required to report their ownership of First
Bancorp's common stock and any changes in that ownership to the Securities and
Exchange Commission and the National Association of Securities Dealers Automated
Quotation System. Specific due dates for these reports have been established,
and First Bancorp is required to report in this joint proxy statement/prospectus
any failure to file by these dates during 1999. To First Bancorp's knowledge,
all of these filing requirements were satisfied by First Bancorp's directors and
officers and 10% shareholders during 1999, except that David L. Burns was
delinquent in reporting one purchase transaction.

ITEM 11. EXECUTIVE COMPENSATION

BOARD COMMITTEES, ATTENDANCE AND COMPENSATION

EXECUTIVE COMMITTEE. The Executive Committee is authorized, between
meetings of the board of directors, to perform all duties and exercise all
authority of the board of directors of First Bancorp, except those duties and
authorities exclusively reserved to the board of directors by First Bancorp's
bylaws or by statute. In 1999, the members of the Executive Committee were Mr.
Briggs, Mr. Burns, Mr. Capel, Mr. Garner, Mr. Taylor and Mr. Willis. The
Executive Committee held 14 meetings during 1999.

AUDIT COMMITTEE. The Audit Committee is responsible for reviewing and
presenting to the board of directors information regarding First Bancorp's
policies and procedures with respect to auditing, accounting, internal
accounting controls and financial reporting. The Audit Committee meets with and
reviews reports of First Bancorp's internal auditor and independent certified
public accountants and makes reports and recommendations to the board of
directors. The 1999 members of the Audit Committee were Mr. Briggs, Mr. Burns,
Mr. Capel, Ms. Wallace, and Mr. Willis. The Audit Committee held 7 meetings
during 1999.

COMPENSATION COMMITTEE. The Compensation Committee is responsible for
reviewing the compensation policies and benefit plans of First Bancorp and for
making recommendations regarding the compensation of its executive officers. The
Compensation Committee also administers First Bancorp's stock option plan. The
1999 members of the Committee were Mr. Briggs, Mr. Burns, Mr. Capel, Mr. Taws
and Mr. Washburn. The Compensation Committee held 3 meetings during 1999.

LONG RANGE PLANNING COMMITTEE. The role of the Long Range Planning
Committee is to act upon strategic matters that involve the allocation of First
Bancorp's resources and the growth and marketability of First Bancorp's products
and services. All members of First Bancorp's board of directors served on the
Long Range Planning Committee in 1999. The Long Range Planning Committee held 1
meeting during 1999.

ATTENDANCE. The First Bancorp board of directors held 17 meetings
during 1999. In 1999, all of the directors and nominees attended at least 75% of
the aggregate of the meetings of the board of directors and meetings of the
committees described above on which they served during the period they were
directors and members of such committees.

COMPENSATION OF DIRECTORS. Directors of First Bancorp receive
compensation of $400 per month during their terms of office, plus $200 for each
monthly meeting they attend. In addition, directors of First Bank receive $200
for each meeting they attend. Directors who serve on the Executive Committee,
Audit Committee, Compensation Committee or Long Range Planning Committee receive
$200 for each committee meeting attended. All of the directors of First Bancorp
are members of the First Bank board of directors.

Non-employee directors of First Bancorp also participate in First
Bancorp's stock option plan. The non-employee director portion of the stock
option plan provides that on June 1 of each year in the five-year period from
June 1, 1998 until June 1, 2003, each non-employee director of First Bancorp
will receive an option to acquire 1,500 shares of First Bancorp common stock
over a 10-year term at an exercise price equal to the average of the high and
low sales prices of such stock on the date of grant. At December 31, 1999, the
10 directors who were not employees of First Bancorp held aggregate options to
purchase 76,500 shares of First Bancorp common stock at exercise prices ranging
from $6.67 to $22.00.

COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE.

The following table sets forth the amount and form of compensation paid
by First Bancorp for the years ended December 31, 1999, 1998 and 1997 to (i) the
Chief Executive Officer of First Bancorp and (ii) First Bancorp's other
executive officers who earned in excess of $100,000 in salary and bonus during
1999.

SUMMARY COMPENSATION TABLE

Long Term Compensation
------------------------------------------
Annual Compensation Awards Payouts
------------------------------------ ------------------------------------------
(a), (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities All
Name, Annual Restricted Underlying Other
Principal Compen- Stock Options/ LTIP Compen-
Position Salary Bonus (1) sation Award (s) SARs Payouts sation (2)
and Year ($) ($) ($) ($) (# shares) ($) ($)
--------- ------ --------- ------- ---------- ---------- ------- ----------

James H. Garner, President and Chief Executive Officer
1999 $ 182,500 $ 66,191 $ - $ - 12,000 $ - $ 13,522
1998 170,000 56,831 - - - - 14,521
1997 160,000 50,119 - - - - 8,809
Anna G. Hollers, Executive Vice President and Secretary
1999 $ 129,600 $ 37,000 $ - $ - 7,500 $ - $ 7,089
1998 120,000 32,000 - - - - 7,515
1997 99,790 30,000 - - - - 3,969
Teresa C. Nixon, Executive Vice President and Compliance Officer
1999 $ 125,600 $ 37,000 $ - $ - 7,500 $ - $ 7,600
1998 116,000 32,000 - - - - 7,064
1997 98,500 30,000 - - - - 3,997
Eric P. Credle, Senior Vice President and Chief Financial Officer
1999 $ 91,000 $ 27,000 $ - $ - 1,500 $ - $ 4,228
1998 85,000 20,000 - - - - 243
1997 21,875 5,000 - - 7,500 - -
David G. Grigg, President, Montgomery Data Services, Inc.
1999 $ 85,000 $ 21,000 $ - $ - - $ - $ 5,261
1998 80,000 12,960 - - - - 5,076
1997 75,000 14,903 - - - - 4,562

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Notes:

(1) Amounts shown represent actual incentive cash bonuses accrued during
the year indicated.

(2) Amounts shown include (a) First Bancorp contributions to First
Bancorp's 401(k) defined contribution plan that covers all First
Bancorp employees and (b) the value of certain split-dollar life
insurance plan premiums paid for the indicated executives, based on the
term insurance value of such payments as calculated under Internal
Revenue Code P.S. 58 rates or those of the insurer, if higher, as set
forth below.

Defined Split-Dollar
Contribution Insurance
Plan Plan
------------ ------------
James H. Garner 1999 $ 8,716 $ 4,806
1998 10,104 4,417
1997 4,750 4,059

Anna G. Hollers 1999 $ 6,300 $ 789
1998 6,783 732
1997 3,291 678

Teresa C. Nixon 1999 $ 7,093 $ 507
1998 6,591 473
1997 3,555 442

Eric P. Credle 1999 $ 3,971 $ 257
1998 - 243
1997 - -

David G. Grigg 1999 $ 4,408 $ 853
1998 4,287 789
1997 3,830 732

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OPTION GRANTS IN LAST FISCAL YEAR.

The information set forth below reflects the stock options granted
during 1999 to the executive officers listed on the Summary Compensation Table.
No stock appreciation rights have been granted to the listed executive officers.

OPTION GRANTS IN LAST FISCAL YEAR

Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term
- ------------------------------------------------------------------------------------ -----------------------------
(a) (b) (c) (d) (e) (f) (g)

Number of Percent of
Securities Total Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration 5% 10%
Name Granted (1) Fiscal Year ($/share) Date ($) ($)
- -------------------- ----------- ------------- ----------- ---------- ---------- ----------

James H. Garner 12,000 16.67% $ 17.33 4/30/09 $ 130,800 $ 331,440
Anna G. Hollers 7,500 10.42% 17.33 4/30/09 81,750 207,150
Teresa C. Nixon 7,500 10.42% 17.33 4/30/09 81,750 207,150
Eric P. Credle 1,500 2.08% 17.33 4/30/09 16,350 41,430
David G. Grigg - - - - - -

- ---------------------

(1) All options vest at the rate of 20% per year over five years, except
those granted to Mr. Garner, which were immediately vested and are
exercisable during the 10-year period beginning on the date of grant.
If the proposed merger of First Savings Bancorp, Inc. into First
Bancorp is completed, the options will become fully vested because of
the "change in control" provisions in the governing documents.

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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES.

Set forth below is information concerning the exercise of stock options
during the year ending December 31, 1999 and the year-end value of unexercised
options by the executive officers listed on the Summary Compensation Table
above. No stock appreciation rights have been granted to the executive officers
listed.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Number of Securities Underlying Value of Unexercised
Unexercised In-the-Money
Options at Options at
Fiscal Year End (# shares) Fiscal Year End ($)
------------------------------- -------------------------------
Shares
Acquired
at Exercise Value
Name (# shares) Realized Exercisable Unexercisable(1) Exercisable Unexercisable(1)
- --------------------- ----------- ---------- ----------- ---------------- ----------- ----------------

James H. Garner 5,440 $ 54,629 30,560 - $ 174,780 $ -
Anna G. Hollers 4,500 43,502 18,000 7,500 169,506 -
Teresa C. Nixon 627 7,315 12,873 10,500 100,224 14,250
Eric P. Credle - - 3,000 6,000 - -
David G. Grigg 1,500 14,501 6,000 - 56,502 -

- ------------------
(1) All options vest at the rate of 20% per year over five years, except those
granted to Mr. Garner, which were immediately vested and are exercisable
during the 10-year period beginning on the date of grant. If the proposed
merger of First Savings Bancorp, Inc. into First Bancorp is completed, the
options will become fully vested because of the "change in control"
provision in the governing documents.

RETIREMENT PLAN. The following table sets forth the estimated annual
pension benefits payable at normal retirement age of 65 to a participant in
First Bancorp's noncontributory defined benefit retirement plan.

TABLE OF ANNUAL BENEFITS PAYABLE ON RETIREMENT
UNDER THE RETIREMENT PLAN

Final Years of Service
Average --------------------------------------------------------------------------------
Annual
Compensation 15 20 25 30 35
-------------- --------- --------- ---------- ---------- ----------

$ 50,000 $ 7,100 $ 9,400 $ 11,800 $ 14,200 $ 16,500
75,000 12,300 16,400 20,500 24,700 28,800
100,000 17,600 23,400 29,300 35,200 41,000
125,000 22,800 30,400 38,000 45,700 53,300
150,000 28,100 37,400 46,800 56,200 65,500
175,000 30,200 40,200 50,300 60,400 70,400
200,000 30,200 40,200 50,300 60,400 70,400

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Final Average Annual Compensation is the average of the five highest
consecutive calendar years earnings out of the 10 calendar years of employment
preceding retirement. Benefits shown are estimated on the basis of "life
annuity" amounts, although participants in the retirement plan may choose from a
variety of benefit payment options. For executive officers, current annual
compensation for purposes of the retirement plan may be estimated as the sum of
the "Salary" and "Bonus" amounts in the Summary Compensation Table. First
Bancorp's executive officers appearing in the Summary Compensation Table who are
participants in the retirement plan and their respective credited years of
service are: Mr. Garner, 30 years; Ms. Hollers, 27 years; Ms. Nixon, 10 years;
Mr. Credle, 2 years and Mr. Grigg, 27 years.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. The following table sets forth
the estimated annual pension benefits payable at normal retirement age of 65 to
executive officers, other than the Chief Executive Officer, in First Bancorp's
SERP.

TABLE OF ANNUAL BENEFITS PAYABLE ON RETIREMENT
UNDER THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Final
Average Years of Service
Annual ---------------------------------------------------
Compensation 10 15 20 or more
--------------- ----------- ---------- ----------

$ 50,000 $ 15,000 $ 22,500 $ 30,000
75,000 22,500 33,750 45,000
100,000 30,000 45,000 60,000
125,000 37,500 56,250 75,000
150,000 45,000 67,500 90,000
175,000 52,500 78,750 105,000
200,000 60,000 90,000 120,000

Final Average Annual Compensation is the average of the five highest
consecutive calendar years earnings out of the 10 calendar years of employment
preceding retirement. Benefits shown are estimated on the basis of "life
annuity" amounts, although participants in the SERP may choose from a variety of
benefit payment options. For executive officers, current annual compensation for
purposes of the SERP may be estimated as the sum of the "Salary" and "Bonus"
amounts in the Summary Compensation Table. Benefits shown in the table are prior
to deductions for 50% of social security benefits and benefits paid under the
retirement plan. First Bancorp's executive officers, other than the Chief
Executive Officer, appearing in the Summary Compensation Table who are
participants in the SERP and their respective credited years of service are: Ms.
Hollers, 20 years (the maximum for participants other than the Chief Executive
Officer); Ms. Nixon, 11 years; Mr. Credle, 2 years and Mr. Grigg, 20 years.

Mr. Garner, First Bancorp's Chief Executive Officer, is also a
participant in the SERP. The provisions of the SERP applicable to him are the
same as those described above, except that his maximum benefit is 65% of Final
Average Annual Compensation compared to 60% for the other participants of the
SERP. Based on his years of service, Mr. Garner has already reached the maximum
benefit. Accordingly, his benefits under the SERP, prior to deductions for 50%
of social security benefits and benefits paid under the retirement plan, will be
determined by multiplying his Final Average Annual Compensation times 65%.

EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL AGREEMENTS. In 1998, in an
effort to conform to industry practices, First Bancorp entered into employment
agreements with 10 of its senior officers including each officer currently
serving as an executive officer. In 1999, First Bancorp entered into employment
agreements with two newly promoted senior officers.

The employment agreements have two to three year terms that extend
automatically for an additional year on each anniversary of the date of the
agreement, unless either party gives the other written notice on or

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prior to such anniversary date that they do not want to extend the agreement.
The initial term for each officer listed in the Summary Compensation Table is
three years. The employment agreements provide that the officers are guaranteed
minimum annual salaries equal to their current annualized base salaries and that
the officers will receive annual increases that are at least as much as any
percentage increase in the U.S. Consumer Price Index during the preceding 12
months. The employment agreements also provide that each officer will be
entitled to such insurance, pension, profit-sharing and other benefit plans as
are or may become available generally to employees of First Bancorp. The
employment agreements provide that each officer is eligible to participate in
First Bancorp's SERP, split dollar life insurance plan and stock option plan.
The employment agreements also provide that each officer is entitled to
reasonable time for vacation, sick leave, bereavement leave, jury duty and
military obligations as are or may become available to employees of First
Bancorp in positions similar to those of the officer.

The employment agreements provide First Bancorp the right to terminate
each officer's employment with no further accrual of compensation or benefits
"for cause" if First Bancorp finds that the officer (i) demonstrated gross
negligence or willful misconduct in the execution of the officer's duties, (ii)
committed an act of dishonesty or moral turpitude or (iii) was convicted of a
felony or other serious crime.

In the event that First Bancorp terminates an officer for a reason
other than for cause, First Bancorp is obligated to pay the officer's base
salary for the remainder of the agreement term. In addition, each officer may
voluntarily terminate employment by providing at least 45 days written notice to
First Bancorp, in which case the officer's compensation, vested rights and
employee benefits will accrue through the date of termination of employment.

The employment agreements also contain noncompetition and
confidentiality covenants. The noncompetition covenants provide that that upon
termination of employment with First Bancorp, the officer may not engage
directly, or indirectly, in any activity or business that is in competition with
the business of First Bancorp within the restricted territory, during the
restricted period. The restricted territory is a 50-mile radius of each
officer's primary residence and/or work location. The restricted period upon
termination by First Bancorp "for cause" or voluntary employee termination is
one year and upon termination by First Bancorp other than "for cause" is the
remainder of the agreement term. The noncompetition covenant also prohibits
solicitation or recruitment of any employees of First Bancorp during the
restricted period and prohibits sales contacts or solicitation from any customer
of First Bancorp for any products or services offered by First Bancorp within
the restricted territory during the restricted period. The confidentiality
covenants prohibit the officer from disclosing any confidential business secrets
or other confidential information both during the term of the employment
agreement and for a period of two years following termination of the agreement.

The employment agreements also provide that if there is a "change in
control" of First Bancorp and the officer's employment is terminated by First
Bancorp or the officer for any reason, or no reason (other than "for cause"),
First Bancorp must pay the officer a severance payment equal to the officer's
base salary times a factor that ranges from 1 to 2.9. The multiple for Mr.
Garner, Ms. Hollers, Ms. Nixon and Mr. Credle is 2.9. The multiple for Mr. Grigg
is 2.0. Control means the power, directly or indirectly, to direct the
management or policies of First Bancorp or to vote 40% or more of any class of
voting securities of First Bancorp. Change in control is defined as a change in
control of First Bancorp except that any merger, consolidation or corporate
reorganization in which the owners of the capital stock entitled to vote in the
election of directors of First Bancorp prior to the combination own 61% or more
of the resulting entity's voting stock will not be considered a change in
control for the purpose of the employment agreements; provided that a change in
control will 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 First Bancorp, is or becomes the beneficial owner (as that term
is used in Section 13(d) of the Securities Exchange Act of 1934), directly or
indirectly, of 33% or more of the voting stock of First Bancorp 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 First Bancorp
or its successors (the "Incumbent Board") cease for any reason to constitute at
least a majority of the board; provided, that any person who becomes a director
of First Bancorp after the beginning of such period whose election was

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approved by a vote of at least 3/4 of the directors comprising the Incumbent
Board will be considered a member of the Incumbent Board; or (iii) there is a
sale of all or substantially all of the assets of First Bancorp. Notwithstanding
the foregoing, no change in control is deemed to occur as a result of any
transaction that results in the officer subject to the employment agreement in
question, or a group of persons including such officer, acquiring, directly or
indirectly, 33% or more of the combined voting power of First Bancorp's
outstanding securities. As presently structured, the proposed merger with First
Savings Bancorp, Inc. is expected to result in a "change in control" under the
employment agreements.

In addition to the employment agreement change in control provisions
discussed above, all memorandums of options granted under First Bancorp's 1994
stock option plan were amended during 1998 to provide that in the event of a
change in control of First Bancorp, all options will become fully vested and
immediately exercisable. Also during 1998, First Bancorp's SERP was amended to
fully vest all participants in their accrued benefits in the event of a change
in control. As presently structured, the proposed merger with First Savings
Bancorp, Inc. is expected to result in a "change in control" under these benefit
plans because First Savings shareholders will own more than 40% of the common
stock of First Bancorp upon completion of the proposed merger.

REPORT OF THE COMPENSATION COMMITTEE

The fundamental philosophy of First Bancorp's compensation program is
to offer compensation arrangements that are (i) commensurate with individual
contributions to the performance of First Bancorp and (ii) competitive with
publicly owned financial institutions of similar size and performance.
Compensation is designed to attract and retain individuals possessing the
specialized talents required by First Bancorp to remain competitive in the
financial services industry.

In applying this philosophy, First Bancorp's Compensation Committee,
comprised entirely of non-employee directors, develops compensation
recommendations to be considered by the entire board of directors. The
Compensation Committee directly determines the recommendation regarding the
compensation of the Chief Executive Officer. In addition, the Committee also
sets forth recommendations involving (i) compensation policies, (ii) incentive
compensation, (iii) long-term equity participation and (iv) benefit plans. The
Compensation Committee delegates to the Chief Executive Officer the
responsibility to determine appropriate levels of salaries and incentive bonuses
for the other executive officers of First Bancorp. Additional consideration is
given by both the Compensation Committee (with regard to the Chief Executive
Officer) and the Chief Executive Officer (with regard to the other executive
officers) to the demonstration of the leadership skills needed to enable First
Bancorp to achieve the business objectives set forth by the board of directors.
Periodically, First Bancorp engages outside compensation consultants to evaluate
and provide recommendations regarding executive officer compensation.

The process of assessing the appropriateness of compensation
arrangements also involves the use of peer data to determine the extent to which
First Bancorp's compensation arrangements are competitive within both First
Bancorp's industry and geographical area. As a part of this assessment, the
Compensation Committee (with regard to the Chief Executive Officer) and the
Chief Executive Officer (with regard to the other executive officers) compares
First Bancorp's arrangements, both in whole and in part, with those of other
financial institutions of similar size and performance both within the state and
nationally. This peer group is a subset of the broader peer group to which First
Bancorp compares its total returns to shareholders.

Annual compensation for First Bancorp's Chief Executive Officer and its
other executive officers primarily consists of four types of compensation, as
set forth below:

o base salary;

o annual incentive bonus (linked directly to corporate earnings
and individual performance);

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o long-term equity participation (through the periodic issuance
of stock options under First Bancorp's stock option plan), in
an effort to more closely align the interests of the executive
officers with those of First Bancorp shareholders; and

o benefit plans for executive officers.

BASE SALARY. For First Bancorp's executive officers, including the
Chief Executive Officer, base salaries are targeted to approximate average
salaries for individuals in similar positions with similar levels of
responsibilities who are employed by other publicly owned banking organizations
of similar size and performance. First Bancorp frequently participates in
salary/compensation surveys and has access to other published
salary/compensation data. The results of such surveys are used by the
Compensation Committee (with regard to the Chief Executive Officer) and the
Chief Executive Officer (with regard to the other executive officers) in
developing the appropriate levels of base salaries for executive officers.

In 1997, the Compensation Committee adjusted the Chief Executive
Officer's salary and annual incentive bonus to provide for a higher portion of
total compensation coming from base salary, with less reliance on annual
incentive bonus in order to more closely align the Chief Executive Officer's
base salary with the salaries of his peers. Consistent with this philosophy, the
Committee adjusted the Chief Executive Officer's base salary, effective January
1, 2000, to $197,500.

The 1999 changes in base salary for other executive officers were in
the range of 5% to 9% increases in an effort to more closely align the executive
officers' base salaries with those of their peers.

ANNUAL INCENTIVE BONUS. For First Bancorp's executive officers,
including the Chief Executive Officer, annual incentive bonuses are directly and
indirectly linked to First Bancorp's earnings and to each executive officer's
individual performance as it relates to enabling First Bancorp to achieve its
performance goals.

For 1999, as in prior years, the Compensation Committee set the Chief
Executive Officer's annual incentive bonus as a percentage of the net income
earned by First Bancorp. For 1999, 1998 and 1997, the percentage was 1% of
consolidated net income. The 1997 percentage was a decrease from the 2% of net
income formula that was used in 1996. The decrease in percentage in 1997 was
effected in conjunction with an increase in base salary, as discussed above.

For the other executive officers, the 1999 annual incentive bonus was
based on a combination of (i) a percentage, as determined by the Chief Executive
Officer, of base salary related to First Bancorp's achievement of predetermined
earnings targets and (ii) additional amounts, at the discretion of the Chief
Executive Officer, related to each executive officer's individual contribution
to the overall achievement of company-wide earnings targets. Because of the
level of First Bancorp's earnings in 1999, the salary-based portion of the 1999
incentive bonus for all other executive officers ranged from 16% to 30% of the
respective base salaries.

LONG-TERM EQUITY PARTICIPATION. For First Bancorp's Chief Executive
Officer, executive officers and other key employees, stock options may be
granted each year at the discretion of the board of directors. Although no
formal system is employed in determining the number of options granted, both in
the aggregate or to any one individual, the board does consider First Bancorp's
current financial performance, each individual's level of responsibility and the
number of previously granted stock options. Options are not intended to be an
on-going component of annual compensation, but instead are typically granted to
attract and retain new employees, to recognize changes in responsibilities of
existing employees and to periodically reward exemplary performance. In 1999,
the board of directors of First Bancorp analyzed the financial performance of
First Bancorp in recent years, the contributions of various individuals to this
performance and the level of previous stock option grants to these individuals.
As a result, the First Bancorp board granted stock options to 23 officers of
First Bancorp during 1999.

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BENEFIT PLANS FOR EXECUTIVE OFFICERS. In addition to the other methods
of compensating executive officers, First Bancorp provides executive officers
the same benefits that are afforded to all First Bancorp employees, including
matching contributions under First Bancorp's defined contribution plan,
retirement benefits under First Bancorp's pension plan and group health, life
and disability insurance. Also, executive officers participate in First
Bancorp's SERP and split-dollar life insurance plan.

EMPLOYMENT AGREEMENTS. Over the past two years, First Bancorp has
entered into employment agreements with each executive officer, as well as five
other senior officers. These agreements were determined to be in the best
interest of First Bancorp, among other reasons, (i) to better compete in the
retention of executive and senior officers with peer banks that have similar
agreements, (ii) to provide certain protections to First Bancorp, including
noncompetition and confidentiality covenants in the event that employment is
terminated, and (iii) to protect First Bancorp, through change in control
provisions, from loss of executive and senior officers as a result of any change
in control.

The above is a summary of current practice regarding Chief Executive
Officer and executive officer compensation matters considered by the
Compensation Committee. Because Chief Executive Officer and executive officer
salaries are not currently (or in the foreseeable future) expected to exceed
those limitations provided under Section 162(m) of the Internal Revenue Code,
the Compensation Committee has no specific policy that addresses the
deductibility for income tax purposes of "qualified compensation" under Section
162(m).

RESPECTFULLY SUBMITTED BY THE COMPENSATION COMMITTEE OF
THE FIRST BANCORP BOARD OF DIRECTORS:

Jack D. Briggs A. Johnson Washburn
Jesse S. Capel John C. Willis
Edward T. Taws, Jr.

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12

SHAREHOLDER RETURN PERFORMANCE

The performance graph shown below compares First Bancorp's cumulative
total return to shareholders for the five-year period commencing December 31,
1994 and ending December 31, 1999, with cumulative total return of both the
Standard & Poor 500 Index (reflecting overall stock market performance) and two
indices of bank stocks constructed by SNL Securities, LP: (1) an index of banks
with between $500 million and $1 billion in assets, which reflects First
Bancorp's asset size from March 1999 through December 31, 1999 and (2) an index
comprised of banks with less than $500 million in assets which reflected First
Bancorp's asset size until March 1999. The graph and table assume that $100 was
invested on December 31, 1994 in First Bancorp's common stock and the three
indices described above and that all dividends were reinvested. All data was
provided by SNL Securities, LP.

First Bancorp
Comparison of Five-Year Total Return Performances (1)
Five Years Ending December 31, 1999

Total Return Index Values (1)
December 31,
----------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----

First Bancorp (2) $ 100.00 125.10 186.77 360.40 304.35 266.47
Index-S&P 500 (2) 100.00 137.58 169.03 225.44 289.79 350.50
Index - Banks between $500
million and $1 billion (2) 100.00 136.80 176.08 300.16 274.06 253.69
Index-Banks less than $500
million (2) 100.00 132.76 165.97 269.80 265.28 245.56

- ---------------------
(1) Total return indices were provided from SNL Securities, LP and assume
initial investment of $100 on December 31, 1994, reinvestment of
dividends, and changes in market values. Total return index numerical
values used in this example are for illustrative purposes only.

(2) Source: SNL Securities LP, Charlottesville, VA.

You should recognize that corporations often use a number of other
performance benchmarks (in addition to shareholder return) to set various levels
of executive officer compensation. You should thus consider other relevant
performance indicators in assessing performance, such as growth in earnings per

11
13

share, growth in book value per share, growth in cash dividends per share, and
other performance measures such as return on assets and return on shareholders'
equity.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

TABLE OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

Common Stock
Beneficially Owned (1)
--------------------------------------
Percent
Current Director (D), Director of of Class on
Name (Age) Nominee (N), or Company Number of Percent a Pro Forma
Position with First Bancorp Since Shares of Class Basis (2)
- ----------------------- --------------------------- ----------- --------- -------- -----------

DIRECTORS AND NOMINEES
- ----------------------
James H. Garner (70) President and Chief Executive 1995 47,139 (3) 1.04% 0.53%
Officer (D) (N)
Jack D. Briggs (60) (D) (N) 1983 49,189 (4) 1.08% 0.55%
David L. Burns (61) (D) (N) 1988 37,976 (5) 0.83% 0.43%
Jesse S. Capel (67) (D) (N) 1983 112,104 (6) 2.46% 1.26%
George R. Perkins, Jr. (60) (D) (N) 1996 416,597 (7) 9.15% 4.67%
G. T. Rabe, Jr. (75) (D) (N) 1987 11,793 (8) 0.26% 0.13%
Edward T. Taws (65) (D) (N) 1986 22,271 (9) 0.49% 0.25%
Frederick H. Taylor (60) (D) (N) 1983 199,218 (10) 4.38% 2.24%
Goldie H. Wallace (53) (D) (N) 1997 179,573 (11) 3.95% 2.02%
A. Jordan Washburn (63) (D) (N) 1995 15,094 (12) 0.33% 0.17%
John C. Willis (56) (D) (N) 1983 334,005 (13) 7.34% 3.75%

EXECUTIVE OFFICERS
- ------------------
James H. Garner (70) President and Chief 1995 47,139 (3) 1.04% 0.53%
Executive Officer
Anna G. Hollers (48) Executive Vice President n/a 43,971 (14) 0.97% 0.49%
And Secretary
Teresa C. Nixon (42) Executive Vice President n/a 21,669 (15) 0.48% 0.24%
and Compliance Officer, First
Bank
David G. Grigg (49) President of Montgomery n/a 19,999 (16) 0.44% 0.22%
Data Services, Inc.
Jerry M. Arnold (59) Senior Vice President n/a 8,832 (17) 0.19% 0.10%
of Operations, First Bank
Eric P. Credle (31) Senior Vice President and n/a 7,286 (18) 0.16% 0.08%
Chief Financial Officer
Lee C. McLaurin (37) Senior Vice President and n/a 10,314 (19) 0.23% 0.12%
Controller

- ---------------
Notes:

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(1) Unless otherwise indicated, each individual has sole voting and
investment power with respect to all shares beneficially owned by such
individual. The above table includes executive officers' reported
shares in First Bancorp's 401(k) defined contribution plan, which are
voted by the plan trustee and not by the shareholder for whom such
shares are listed. Also included are shares subject to options
(exercisable as of December 31, 1999 or within 60 days after December
31, 1999) granted under First Bancorp's stock option plan.

(2) Represents such individual's percentage of beneficial ownership on a
pro forma basis assuming that the proposed merger of First Savings
Bancorp, Inc. into First Bancorp has been completed. Assumes that the
combined number of outstanding shares after completion of the proposed
merger is 8,911,475, which includes 4,520,851 shares of First Bancorp
common stock outstanding as of April 6, 2000 and 4,390,624 shares of
First Bancorp common stock to be issued in connection with such merger
(based on the number of shares of First Savings common stock
outstanding as of April 6, 2000, and assuming a conversion ratio of
1.2468 shares of First Bancorp common stock for each share of First
Savings common stock).

(3) Includes 4,702 shares held in First Bancorp's 401(k) defined
contribution plan, 7,368 shares held jointly with his spouse and
exercisable options to purchase 30,560 shares.

(4) Includes 715 shares held as custodian for his daughter, 31,316 shares
held jointly with his spouse and exercisable options to purchase 7,500
shares.

(5) Includes 23,232 shares held by his business interests and exercisable
options to purchase 9,000 shares.

(6) Includes 37,104 shares held by Capel Inc. of which Mr. Capel is
principal owner and director and exercisable options to purchase 9,000
shares.

(7) Includes exercisable options to purchase 6,000 shares.

(8) Includes 1,995 shares held by his spouse and exercisable options to
purchase 9,000 shares.

(9) Includes 5,835 shares held by his spouse and exercisable options to
purchase 9,000 shares.

(10) Includes 77,739 shares held by Mr. Taylor's business interests, 69,381
shares held in trusts, 42,798 shares held by his spouse and exercisable
options to purchase 9,000 shares.

(11) Includes exercisable options to purchase 4,500 shares, 104,492 shares
held by her spouse and exercisable options held by her spouse to
purchase 7,500 shares.

(12) Includes exercisable options to purchase 4,500 shares.

(13) Includes 199,650 shares held by his spouse and exercisable options to
purchase 9,000 shares.

(14) Includes 789 shares held jointly with her daughters, 6,858 shares held
in First Bancorp's 401(k) defined contribution plan, 1,950 shares held
by her spouse and exercisable options to purchase 18,000 shares.

(15) Includes 4,539 shares held in First Bancorp's 401(k) defined
contribution plan and exercisable options to purchase 12,873 shares.

(16) Includes 156 shares held jointly with his daughters, 78 shares held
jointly with his son, 3,534 shares held in First Bancorp's 401(k)
defined contribution plan and exercisable options to purchase 6,000
shares.

13
15

(17) Includes 2,185 shares held in First Bancorp's 401(k) defined
contribution plan and exercisable options to purchase 6,000 shares.

(18) Includes 220 shares held in First Bancorp's 401(k) defined contribution
plan and exercisable options to purchase 3,000 shares.

(19) Includes 5,469 shares held in First Bancorp's 401(k) defined
contribution plan and exercisable options to purchase 1,500 shares.

- ---------------------

DIRECTORS AND NOMINEES.

James H. Garner became President and Chief Executive Officer and a
director of First Bancorp and First Bank in 1995. Mr. Garner has been employed
by First Bank since 1969, serving as Executive Vice President from 1989 until
1995.

Jack D. Briggs is currently chairman of the First Bancorp board of
directors and has been a director of First Bancorp since 1983 and a director of
First Bank since 1976. Mr. Briggs is a funeral director and retail furniture
merchant and is President and owner of J. Briggs, Inc., Davidson Funeral Home,
Inc. and Carter Funeral Home, Inc.

David L. Burns is President of Z. V. Pate, Inc., a holding company for
agricultural, timber, restaurants and retail sales. Mr. Burns has been a
director of First Bancorp since 1988 and a director of First Bank since 1992.

Jesse S. Capel is Executive Director of Capel, Inc., a rug
manufacturer, importer and exporter. Mr. Capel has been a director of First
Bancorp since 1983 and a director of First Bank since 1959.

George R. Perkins, Jr. is President of Frontier Spinning Mills, LLC, a
yarn manufacturer, and has served in such capacity since 1996. Mr. Perkins has
been a director of First Bancorp and First Bank since 1996.

G. T. Rabe, Jr. is President of Albemarle Oil Co., a distributor of
petroleum products. Mr. Rabe has been a director of First Bancorp since 1987 and
a director of First Bank since 1992.

Edward T. Taws, Jr. is President of Fletcher Industries/Fletcher
International, a manufacturer of textile machinery. Mr. Taws has been a director
of First Bancorp since 1986 and a director of First Bank since 1992.

Frederick H. Taylor is President of Troy Lumber Company. Mr. Taylor has
been a director of First Bancorp since 1983 and a director of First Bank since
1978.

Goldie H. Wallace is a private investor in First Bancorp and other
business interests. Ms. Wallace has been a director of First Bancorp and First
Bank since 1997.

A. Jordan Washburn is a sales representative for Morrisette Paper
Company. Mr. Washburn has been a director of First Bancorp since 1995 and a
director of First Bank since 1994.

John C. Willis is a private investor in restaurant and real estate
interests. Mr. Willis has been a director of First Bancorp since 1983 and a
director of First Bank since 1980.

EXECUTIVE OFFICERS.

In addition to Mr. Garner, the executive officers of First Bancorp are
as follows:

14
16

Anna G. Hollers is Executive Vice President and Secretary of First
Bancorp and Executive Vice President and Secretary of First Bank. She has been
employed by First Bancorp since 1983 and by First Bank since 1972.

Teresa C. Nixon is Executive Vice President - Loan Administration and
Compliance of First Bank. She has been employed by First Bank since 1989.

David G. Grigg has served as President of Montgomery Data Services,
Inc. since its formation in 1984. He was employed by First Bank from 1972 until
1984.

Jerry M. Arnold is Senior Vice President - Operations of First Bank. He
has been employed by First Bank since 1986.

Eric P. Credle is Senior Vice President and Chief Financial Officer of
First Bancorp and First Bank. He has been employed by First Bancorp and First
Bank since 1997. He was previously a senior manager with KPMG LLP.

Lee C. McLaurin is Senior Vice President and Controller of First
Bancorp and First Bank. He has been employed by First Bancorp since 1987.

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CONDITIONAL NOMINEES AND EXECUTIVE OFFICERS

If the proposed merger of First Savings Bancorp, Inc. into First
Bancorp is approved by the shareholders of First Bancorp and First Savings and
the issuance of shares of First Bancorp common stock and the bylaw amendment to
increase the number of First Bancorp directors are approved by the First Bancorp
shareholders, there will be seven additional nominees for director and two
additional executive officers of First Bancorp. The following table sets forth
certain information as of April 6, 2000 with respect to the conditional seven
additional nominees for director and two additional executive officers of First
Bancorp.

Common Stock
Beneficially Owned (1)
------------------------
Percent
of Class
Current Directors (D), Director on a Pro
Nominee (N), or Proposed of Company Number of Forma
Name (Age) Position with First Bancorp Since Shares Basis (2)
- ---------------------------------- --------------------------- ---------- --------- ---------

DIRECTORS AND NOMINEES
- ----------------------
Virginia C. Brandt (47) (N) n/a 13,091 (3) 0.15%
H. David Bruton, M.D. (64) (N) n/a 88,129 (4) 0.99%
John F. Burns (51) (N) n/a 168,661 (5) 1.89%
Felton J. Capel (72) (N) n/a 14,338 (3) 0.16%
Frank G. Hardister (64) (N) n/a 31,170 (6) 0.35%
Thomas F. Phillips (53) (N) n/a 68,576 (7) 0.77%
William E. Samuels (68) (N) n/a 203,246 (8) 2.28%

EXECUTIVE OFFICERS
- ------------------
John F. Burns (51) Executive Vice President n/a 168,661 (5) 1.89%
Timothy S. Maples (39) Senior Vice President n/a 25,476 (9) 0.29%

- --------------------
(1) Unless otherwise indicated, each individual has sole voting and
investment power with respect to all shares beneficially owned by such
individual. These nominees currently are shareholders of First Savings.
The information in this table shows the number of shares that will be
owned by each individual, assuming that the proposed merger of First
Savings Bancorp, Inc. into First Bancorp is completed using an exchange
ratio of 1.2468 and includes shares subject to options (exercisable on
the date hereof or within 60 days after the date hereof) granted under
existing First Savings stock option plans.

(3) Includes 12,468 shares that could be purchased pursuant to the exercise
of stock options.

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18

(4) Includes 39,274 shares that could be purchased pursuant to the exercise
of stock options. Includes 4,738 shares with shared voting/investment
power.

(5) Includes 27,430 shares that could be purchased pursuant to the exercise
of stock options, which are vested and non-forfeitable. Also includes
84,761 allocated and unallocated shares held by First Savings Bank of
Moore County Employee Stock Ownership Plan. Mr. Burns is a trustee of
such Plan and has certain voting and investment power over such shares.
A total of 7,758 shares have been allocated to Mr. Burns under the
Plan. Also includes 5,785 other shares with shared voting/investment
power.

(6) Includes 4,439 shares that could be purchased pursuant to the exercise
of stock options.

(7) Includes 34,582 shares that could be purchased pursuant to the exercise
of stock options. Includes 1,435 shares with shared voting/investment
power.

(8) Includes 3,990 shares that could be purchased pursuant to the exercise
of stock options, which are vested and non-forfeitable. Also includes
84,761 allocated and unallocated shares held by First Savings Bank of
Moore County Employee Stock Ownership Plan. Mr. Samuels is a trustee of
such Plan and has certain voting and investment power over such shares.
A total of 9,946 shares have been allocated to Mr. Samuels under the
Plan. Also includes 22,443 other shares with shared voting/investment
power.

(9) Includes 17,144 shares that could be purchased pursuant to the exercise
of stock options.

Conditional Nominees for Director

Virginia C. Brandt is a Certified Public Accountant with the firm
Holden, Brandt & Longfellow, P.C. She has been a director of First Savings since
1997.

H. David Bruton, M.D. is the Secretary of North Carolina's Department
of Health and Human Services. Until December 31, 1996, he was a practicing
physician with Sandhills Pediatric, Inc. He has been a director of First Savings
since 1979.

John F. Burns is currently the President and Chief Executive Officer of
First Savings and First Savings Bank of Moore County. He has been a director of
First Savings since 1995.

Felton J. Capel is the owner of Century Associates of N.C., a Southern
Pines distributor of cookware and other housewares. He has been a director of
First Savings since 1997.

Frank G. Hardister is president of Powell Funeral Home located in
Southern Pines, North Carolina. He has been a director of First Savings since
1990.

Thomas F. Phillips is an automobile dealer and owner of Phillips Motor
Company, located in Carthage, North Carolina. He has been a director of First
Savings since 1985.

William E. Samuels is chairman of the board of directors of First
Savings. He was the President and Chief Executive Officer of First Savings and
First Savings Bank of Moore County, until his retirement in 1998.
He has been a director of First Savings since 1977.

Conditional Executive Officers.

John F. Burns is currently the President and Chief Executive Officer of
First Savings and First Savings Bank of Moore County. He is also a director of
First Savings.

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19

Timothy S. Maples is currently Senior Vice President, Chief Financial
Officer and Treasurer of First Savings and First Savings Bank of Moore County.

PRINCIPAL HOLDERS OF FIRST BANCORP VOTING SECURITIES

The following table sets forth the number and percentage of outstanding
shares of First Bancorp's common stock beneficially owned by (i) each person
known by First Bancorp to own more than 5% of First Bancorp's common stock and
(ii) all officers and directors of First Bancorp as a group, as of December 31,
1999.

TABLE OF PRINCIPAL HOLDERS OF FIRST BANCORP COMMON STOCK

Common Stock
Beneficially Owned (1)
------------------------
Name and Address Number of Percent
Title of Class of Beneficial Owner Shares of Class
-------------- ------------------- --------- --------

Common Stock, no par value George R. Perkins, Jr. 416,597 (2) 9.15%
P.O. Box 525
Sanford, NC 27331
Common Stock, no par value John C. Willis 334,005 (3) 7.34%
626 E. Main Street
Troy, NC 27371
Common Stock, no par value All directors and executive officers as a group, 1,537,210 33.77%
December 31, 1999

- ------------------------
(1) Unless otherwise indicated, each individual has sole voting and
investment power with respect to all shares beneficially owned by such
individual. Also included are shares subject to options (exercisable as
of December 31, 1999 or within 60 days after December 31, 1999) granted
under First Bancorp's stock option plan.

(2) Includes exercisable options to purchase 6,000 shares.

(3) Includes 199,650 shares held by his spouse and exercisable options to
purchase 9,000 shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain of the directors, nominees, principal shareholders and officers
(and their associates) of First Bancorp have deposit accounts and other
transactions with First Bank, including loans. All loans or other extensions of
credit made by First Bank to directors, nominees, principal shareholders and
officers of First Bancorp and to associates of such persons were made in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with independent third parties and did not involve more than the
normal risk of collectibility. At December 31, 1999, the aggregate principal
amount of loans to directors, nominees, principal shareholders and officers of
First Bancorp and to associates of such persons was approximately $6,729,000.
First Bancorp expects to continue to enter into transactions in the ordinary
course of business on similar terms with directors, nominees, principal
shareholders and officers (and their associates) of First Bancorp.

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20

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, FIRST BANCORP has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Troy,
and State of North Carolina, on the 28th day of April, 2000.

FIRST BANCORP

By: /s/ James H. Garner
-------------------
James H. Garner
President, Chief Executive Officer and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on behalf of First Bancorp by the following persons and in the
capacities and on the dates indicated.

EXECUTIVE OFFICERS

/s/ James H. Garner
-------------------
James H. Garner
President, Chief Executive Officer and Treasurer

/s/ Anna G. Hollers /s/ Eric P. Credle
- ------------------------ --------------------------
Anna G. Hollers Eric P. Credle
Executive Vice President Senior Vice President
Executive Secretary Chief Financial Officer
April 28, 2000 April 28, 2000

BOARD OF DIRECTORS

/s/ Jack D. Briggs /s/ Edward T. Taws
- ------------------------ --------------------------
Jack D. Briggs Edward T. Taws
Chairman of the Board Director
Director April 28, 2000
April 28, 2000

/s/ David L. Burns /s/ Frederick H. Taylor
- ------------------------ --------------------------
David L. Burns Frederick H. Taylor
Director Director
April 28, 2000 April 28, 2000

/s/ Jesse S. Capel /s/ Goldie H. Wallace
- ------------------------ --------------------------
Jesse S. Capel Goldie H. Wallace
Director Director
April 28, 2000 April 28, 2000

/s/ George R. Perkins /s/ A. Jordan Washburn
- ------------------------ --------------------------
George R. Perkins A. Jordan Washburn
Director Director
April 28, 2000 April 28, 2000

/s/ G.T. Rabe, Jr. /s/ John C. Willis
- ------------------------ --------------------------
G.T. Rabe, Jr. John C. Willis
Director Director
April 28, 2000 April 28, 2000