All executive officers, chairmen and vice chairmen of boards, presidents, executive vice presidents, senior vice presidents and vice presidents of Commerce or any of its affiliated banks or subsidiary companies shall be eligible to participate in the Plan, together with such other officers or employees of Commerce and its affiliated banks and subsidiary companies as the Committee shall determine.

Eligible Director. “Eligible Director” means a Director who is not an employee of the Company or a Subsidiary.

Eligible Accounts. As to each Account that is identified by Loan Parties as an Eligible Account in a Borrowing Base Certificate submitted to Agent, at the time of inclusion in such Borrowing Base Certificate, such Account is # a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of a Loan Party’s business, # owed to a Loan Party without, to the knowledge of Parent or any Loan Party, any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and # not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Accounts.

As to each item of Inventory that is identified by Loan Parties as Eligible Equipment Inventory in a Borrowing Base Certificate submitted to Agent, at the time of inclusion in such Borrowing Base Certificate, such Inventory is not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Equipment Inventory. Each Loan Party is in the business of selling (as such phrase is used in section 9-311(d) of the Code) Equipment Inventory constituting Titled Vehicles now or hereafter owned by such Loan Party, other than those types of Titled Vehicles set forth on [Schedule 4.23]; and

Eligible Receivables. The definition of “Eligible Receivables” set forth in Section 1.01 of the Credit Agreement is hereby amended by # deleting “; or” at the end of [clause (q)] and replacing it with a semicolon, # deleting the period at the end of [clause (r)] and replacing it with “; or”, and # adding the following new [clause (s)] immediately [following clause (r)] therein:

Eligible Employee. An Employee who participates in the Retirement Plan and whose benefits are reduced by Limitations or whose taxable compensation has been reduced as a result of an election by the Employee to defer compensation pursuant to a deferred compensation plan maintained by an Employer.

Notwithstanding anything herein to the contrary, a Participant who is terminated from his/her position through Company-initiated action shall not be eligible to receive severance pay under the Plan if the Participant refuses to accept another position of employment with the Company in the same geographical area at or above such Participant’s current compensation level, except as the Company may determine otherwise.

Each Eligible Employee who is an employee of a Designated 423 Company, and has completed the necessary enrollment paperwork (including the enrollment form described below) by the applicable deadline, will be granted a Purchase Right on the Offering Date of such Offering. As of the date hereof, for purposes of this Offering Document, the term “Designated 423 Company” means the Related Corporations listed on Exhibit A. Additional Related Corporations may be added to the

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

Eligible Employees. Participation under the Plan shall be open to all active employees (the "Eligible Employees") of the Company or its Participating Subsidiaries except # employees who have been continuously employed by the Company or a Participating Subsidiary for less than twelve (12) months at the beginning of an Option Period (as hereinafter defined); # employees whose customary employment by the Company or a Participating Subsidiary is less than twenty (20) hours per week; and # employees whose customary employment by the Company or a Participating Subsidiary is for not more than five (5) months in a calendar year. No option rights shall be granted under the Plan to any person who is not an Eligible Employee, and no Eligible Employee shall be granted option rights under the Plan # if such employee, immediately after receiving the grant of such option rights under the Plan, owns (under the rules of Sections 423(b)(3) and 424(d) of the Code) stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its subsidiary corporations (as defined by Section 425(f) of the Code); or # which permit such employee to purchase stock under this Plan and any other employee stock purchase plan of the Company and its subsidiary corporations (as defined by Section 424(f) of the Code) aggregating more than Twenty Five Thousand Dollars ($25,000.00) of the fair market value of such stock ("Maximum Value") (determined at the time the respective options are granted) in any one calendar year, and in no event may such option rights accrue at a rate which exceeds that permitted by Section 423(b)(8) of the Code.