BANCFIRST CORP /OK/ (Form: 10-Q, Received: 05/08/2015 11:51:19)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-14384

BancFirst Corporation

(Exact name of registrant as specified in charter)

Oklahoma		73-1221379
(State or other Jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

101 N. Broadway, Oklahoma City, Oklahoma		73102-8405
(Address of principal executive offices)		(Zip Code)

(405) 270-1086

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 12 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. Yes x No o .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (sec. 232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	x

Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No x

As of April 30, 2015 there were 15,531,748 shares of the registrant’s Common Stock outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

BANCFIRST CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	March 31,			December 31,			March 31,
		2015			2014			2014
	(unaudited)			(see Note 1)			(unaudited)
ASSETS
Cash and due from banks	$	187,416		$	203,545		$	225,547
Interest-bearing deposits with banks		1,699,265			1,710,350			1,737,559
Federal funds sold		1,000			—			3,000
Securities (fair value: $550,194, $524,861, and $587,100, respectively)		550,125			524,783			587,018
Loans:
Total loans (net of unearned interest)		3,857,742			3,860,831			3,542,270
Allowance for loan losses		(41,557	)		(40,889	)		(39,924	)
Loans, net		3,816,185			3,819,942			3,502,346
Premises and equipment, net		122,786			121,341			121,354
Other real estate owned		6,246			7,859			7,328
Intangible assets, net		10,158			10,635			11,549
Goodwill		44,962			44,962			45,118
Accrued interest receivable and other assets		131,977			131,555			134,222
Total assets	$	6,570,120		$	6,574,972		$	6,375,041

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing	$	2,319,445		$	2,411,066		$	2,133,583
Interest-bearing		3,564,356			3,493,638			3,604,267
Total deposits		5,883,801			5,904,704			5,737,850
Short-term borrowings		2,043			3,982			8,603
Long-term borrowings		—			—			2,000
Accrued interest payable and other liabilities		35,793			30,168			31,672
Junior subordinated debentures		26,804			26,804			26,804
Total liabilities		5,948,441			5,965,658			5,806,929
Commitments and contingent liabilities
Stockholders' equity:
Senior preferred stock, $1.00 par; 10,000,000 shares authorized; none issued		—			—			—
Cumulative preferred stock, $5.00 par; 900,000 shares authorized; none issued		—			—			—
Common stock, $1.00 par, 20,000,000 shares authorized; shares issued and outstanding: 15,512,545, 15,504,513 and 15,363,728, respectively		15,512			15,504			15,364
Capital surplus		97,477			96,841			89,951
Retained earnings		503,758			492,776			458,857
Accumulated other comprehensive income, net of income tax of $ 3 ,110, $2,644 and $2,486, respectively		4,932			4,193			3,940
Total stockholders' equity		621,679			609,314			568,112
Total liabilities and stockholders' equity	$	6,570,120		$	6,574,972		$	6,375,041

The accompanying Notes are an integral part of these consolidated financial statements.

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands, except per share data)

	Three Months Ended
	March 31,
		2015			2014
INTEREST INCOME
Loans, including fees	$	45,949		$	42,649
Securities:
Taxable		1,399			1,305
Tax-exempt		246			280
Federal funds sold		—			5
Interest-bearing deposits with banks		1,062			1,090
Total interest income		48,656			45,329
INTEREST EXPENSE
Deposits		2,538			2,789
Short-term borrowings		1			2
Long-term borrowings		—			18
Junior subordinated debentures		491			491
Total interest expense		3,030			3,300
Net interest income		45,626			42,029
Provision for loan losses		1,334			1,218
Net interest income after provision for loan losses		44,292			40,811
NONINTEREST INCOME
Trust revenue		2,342			2,151
Service charges on deposits		13,352			13,458
Securities transactions		1,729			450
Income from sales of loans		440			351
Insurance commissions		4,068			3,966
Cash management		1,819			1,585
Gain on sale of other assets		40			5
Other		1,506			1,596
Total noninterest income		25,296			23,562
NONINTEREST EXPENSE
Salaries and employee benefits		27,513			25,938
Occupancy and fixed assets expense, net		2,835			2,789
Depreciation		2,464			2,349
Amortization of intangible assets		444			408
Data processing services		1,117			1,170
Net expense from other real estate owned		314			550
Marketing and business promotion		1,679			1,716
Deposit insurance		826			773
Other		7,731			8,143
Total noninterest expense		44,923			43,836
Income before taxes		24,665			20,537
Income tax expense		(8,406	)		(5,880	)
Net income	$	16,259		$	14,657
NET INCOME PER COMMON SHARE
Basic	$	1.05		$	0.96
Diluted	$	1.03		$	0.94
OTHER COMPREHENSIVE INCOME
Unrealized gains (losses) on securities, net of tax of $(700) and $(403), respectively		1,111			65
Reclassification adjustment for gains included in net income, net of tax of $234 and $20, respectively		(372	)		(32	)
Other comprehensive gain (loss), net of tax of $(466) and $(383), respectively		739			33
Comprehensive income	$	16,998		$	14,690

The accompanying Notes are an integral part of these consolidated financial statements.

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands)

	Three Months Ended
	March 31,
	2015			2014
COMMON STOCK
Issued at beginning of period	$	15,504		$	15,334
Shares issued		8			30
Issued at end of period	$	15,512		$	15,364
CAPITAL SURPLUS
Balance at beginning of period	$	96,841		$	88,803
Common stock issued		236			878
Tax effect of stock options		(64	)		(77	)
Stock-based compensation arrangements		464			347
Balance at end of period	$	97,477		$	89,951
RETAINED EARNINGS
Balance at beginning of period	$	492,776		$	448,953
Net income		16,259			14,657
Dividends on common stock		(5,277	)		(4,753	)
Balance at end of period	$	503,758		$	458,857
ACCUMULATED OTHER COMPREHENSIVE INCOME
Unrealized gains on securities:
Balance at beginning of period	$	4,193		$	3,907
Net change		739			33
Balance at end of period	$	4,932		$	3,940
Total stockholders’ equity	$	621,679		$	568,112

The accompanying Notes are an integral part of these consolidated financial statements.

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(Dollars in thousands)

	Three Months Ended
	March 31,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	16,259		$	14,657
Adjustments to reconcile to net cash provided by operating activities:
Provision for loan losses		1,334			1,218
Depreciation and amortization		2,908			2,757
Net amortization of securities premiums and discounts		148			276
Realized securities gains		(1,729	)		(450	)
Gain on sales of loans		(440	)		(351	)
Cash receipts from the sale of loans originated for sale		36,163			30,779
Cash disbursements for loans originated for sale		(37,393	)		(29,189	)
Deferred income tax benefit		(586	)		(1,934	)
Loss/(gain) on other assets		207			(62	)
(Increase)/decrease in interest receivable		(356	)		133
Decrease in interest payable		(20	)		(200	)
Amortization of stock-based compensation arrangements		464			347
Other, net		5,855			2,205
Net cash provided by operating activities	$	22,814		$	20,186
INVESTING ACTIVITIES
Net (increase)/decrease in federal funds sold		(1,000	)		1,619
Net cash and due from banks received from acquisitions	—				174,645
Purchases of available for sale securities		(30,740	)		(99,914	)
Proceeds from maturities, calls and paydowns of held for investment securities		311			718
Proceeds from maturities, calls and paydowns of available for sale securities		6,144			44,920
Proceeds from sales of available for sale securities		1,729			498
Net change in loans		3,613			(46,429	)
Purchases of premises, equipment and computer software		(4,107	)		(3,154	)
Proceeds from the sale of other assets		1,955			812
Net cash (used in)/provided by investing activities		(22,095	)		73,715
FINANCING ACTIVITIES
Net (decrease)/increase in demand, transaction and savings deposits		(6,257	)		80,601
Net decrease in time deposits		(14,646	)		(64,084	)
Net (decrease)/increase in short-term borrowings		(1,939	)		4,013
Paydown of long-term borrowings	—				(4,938	)
Issuance of common stock, net		180			831
Cash dividends paid		(5,271	)		(4,753	)
Net cash (used in)/provided by financing activities		(27,933	)		11,670
Net (decrease)/increase in cash, due from banks and interest-bearing deposits		(27,214	)		105,571
Cash, due from banks and interest-bearing deposits at the beginning of the period		1,913,895			1,857,535
Cash, due from banks and interest-bearing deposits at the end of the period	$	1,886,681		$	1,963,106
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	3,050		$	2,991
Cash paid during the period for income taxes	$	600		$	850
Noncash investing and financing activities:
Unpaid common stock dividends declared	$	5,271		$	4,744

The accompanying Notes are an integral part of these consolidated financial statements.

BANCFIRST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of BancFirst Corporation and its subsidiaries (the “Company”) conform to accounting principles generally accepted in the United State of America (U.S. GAAP) and general practice within the banking industry. A summary of significant accounting policies can be found in Note (1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements include the accounts of BancFirst Corporation, Council Oak Partners, LLC, BancFirst Insurance Services, Inc. and BancFirst and its subsidiaries. The principal operating subsidiaries of BancFirst are Council Oak Investment Corporation, Council Oak Real Estate, Inc. and BancFirst Agency, Inc. All significant intercompany accounts and transactions have been eliminated. Assets held in a fiduciary or agency capacity are not assets of the Company and, accordingly, are not included in the unaudited interim consolidated financial statements.

The accompanying unaudited interim consolidated financial statements and notes are presented in accordance with the instructions for Form 10-Q. The information contained in the financial statements and footnotes included in BancFirst Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014, should be referred to in connection with these unaudited interim consolidated financial statements. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.

The unaudited interim consolidated financial statements contained herein reflect all adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position and results of operations of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature. There have been no significant changes in the accounting policies of the Company since December 31, 2014, the date of the most recent annual report.

Reclassifications

Certain items in prior financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported cash flows, stockholders’ equity or comprehensive income.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States inherently involves the use of estimates and assumptions that affect the amounts reported in the financial statements and the related disclosures. These estimates relate principally to the determination of the allowance for loan losses, income taxes, the fair value of financial instruments and the valuation of intangibles. Such estimates and assumptions may change over time and actual amounts realized may differ from those reported.

Recent Accounting Pronouncements

In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-02, “Consolidation (Topic 810) – Amendments to the Consolidation Analysis.” ASU 2015-02 implements changes to both the variable interest consolidation model and the voting interest consolidation model. ASU 2015-02 (i) eliminates certain criteria that must be met when determining when fees paid to a decision maker or service provider do not represent a variable interest, (ii) amends the criteria for determining whether a limited partnership is a variable interest entity and (iii) eliminates the presumption that a general partner controls a limited partnership in the voting model. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2015. Adoption of ASU 2015-02 is not expected to have a significant effect on the Company’s financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40).” ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about the Company’s ability to continue as a going concern and related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments are effective for annual periods, and

interim reporting periods within those annual periods, beginning after December 15, 2016. Early adoption is permitted. Adoption of ASU 2014-15 is not expected to have a significant effect on the Company’s financial statements.

In January 2014, the FASB issued Accounting Standards Update ASU No. 2014-04, “Receivables: Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (Topic 310-40).” ASU 2014-04 clarifies that an in-substance repossession or foreclosure occurs upon either the creditor obtaining legal title to the residential real estate property or the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments were effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. Adoption of ASU 2014-04 did not have a significant effect on the Company’s financial statements.

In January 2014, the FASB issued ASU No. 2014-01, “Accounting for Investments in Affordable Housing Projects (Topic 323).” ASU 2014-01 revises the necessary criteria that need to be met in order for an entity to account for investments in affordable housing projects net of the provision for income taxes. It also changes the method of recognition from an effective amortization approach to a proportional amortization approach. Additional disclosures were also set forth in this update. The amendments were effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. The amendments were required to be applied retrospectively to all periods presented. Early adoption was permitted and adoption of the standard was optional. Adoption of ASU 2014-01 did not have a material impact on the Company's financial statements.

(2)	RECENT DEVELOPMENTS, INCLUDING MERGERS AND ACQUISITIONS

In January 2015, Council Oak Investment Corporation, a wholly-owned subsidiary of BancFirst, recognized a pretax gain of approximately $1.7 million on one of its investments.

(3)	SECURITIES

The following table summarizes securities held for investment and securities available for sale:

	March 31, 2015
	(Dollars in thousands)
Held for investment, at cost (fair value: $8,350)	$	8,281
Available for sale, at fair value		541,844
Total	$	550,125

The following table summarizes the amortized cost and estimated fair values of securities held for investment:

	March 31, 2015
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(Dollars in thousands)
Mortgage backed securities (1)	$	439	$	32	$	—	$	471
States and political subdivisions		7,842		37		—		7,879
Total	$	8,281	$	69	$	—	$	8,350

The following table summarizes the amortized cost and estimated fair values of securities available for sale:

	March 31, 2015
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(Dollars in thousands)
U.S. treasuries	$	279,498	$	1,717	$	—		$	281,215
U.S. federal agencies		168,514		1,010		(62	)		169,462
Mortgage backed securities (1)		25,272		595		(567	)		25,300
States and political subdivisions		49,631		1,868		(19	)		51,480
Other securities (2)		10,887		3,633		(133	)		14,387
Total	$	533,802	$	8,823	$	(781	)	$	541,844

(1)	Primarily consists of FHLMC, FNMA, GNMA and mortgage backed securities through U.S. agencies.

(2)	Primarily consists of equity securities.

The maturities of securities held for investment and available for sale are summarized in the following table using contractual maturities. Actual maturities may differ from contractual maturities due to obligations that are called or prepaid. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been presented at their contractual maturity.

	March 31, 2015
	Amortized Cost		Estimated Fair Value
	(Dollars in thousands)
Held for Investment
Contractual maturity of debt securities:
Within one year	$	1,373	$	1,380
After one year but within five years		6,399		6,429
After five years but within ten years		368		383
After ten years		141		158
Total	$	8,281	$	8,350
Available for Sale
Contractual maturity of debt securities:
Within one year	$	91,839	$	91,928
After one year but within five years		333,138		336,018
After five years but within ten years		16,864		17,653
After ten years		84,514		85,341
Total debt securities		526,355		530,940
Equity securities		7,447		10,904
Total	$	533,802	$	541,844

The following table is a summary of the Company’s book value of securities that were pledged as collateral for public funds on deposit, repurchase agreements and for other purposes as required or permitted by law:

	March 31, 2015
	(Dollars in thousands)
Book value of pledged securities	$	482,193

(4)	LOANS AND ALLOWANCE FOR LOAN LOSSES

The following is a schedule of loans outstanding by category:

	March 31, 2015					December 31, 2014					March 31, 2014
	Amount		Percent			Amount		Percent			Amount		Percent
	(Dollars in thousands)
Commercial and financial:
Commercial and industrial	$	747,470		19.38	%	$	745,106		19.30	%	$	676,084		19.09	%
Oil & gas production and equipment		102,342		2.65			104,940		2.72			99,382		2.80
Agriculture		122,186		3.17			132,830		3.44			109,570		3.09
State and political subdivisions:
Taxable		18,055		0.47			20,431		0.53			9,824		0.28
Tax-exempt		25,374		0.66			20,952		0.54			11,219		0.32
Real estate:
Construction		361,976		9.38			356,621		9.24			299,238		8.45
Farmland		145,494		3.77			149,507		3.87			141,059		3.98
One to four family residences		783,810		20.32			775,795		20.09			723,358		20.42
Multifamily residential properties		66,851		1.73			66,766		1.73			60,785		1.72
Commercial		1,192,581		30.91			1,191,477		30.86			1,134,384		32.02
Consumer		259,644		6.73			267,179		6.92			251,651		7.10
Other (not classified above)		31,959		0.83			29,227		0.76			25,716		0.73
Total loans	$	3,857,742		100.00	%	$	3,860,831		100.00	%	$	3,542,270		100.00	%
Loans held for sale (included above)	$	11,103				$	9,433				$	5,231

The Company’s loans are mostly to customers within Oklahoma and over 65% of the loans are secured by real estate. Credit risk on loans is managed through limits on amounts loaned to individual borrowers, underwriting standards and loan monitoring procedures. The amounts and types of collateral obtained, if any, to secure loans are based upon the Company’s underwriting standards and management’s credit evaluation. Collateral varies, but may include real estate, equipment, accounts receivable, inventory, livestock and securities. The Company’s interest in collateral is secured through filing mortgages and liens, and in some cases, by possession of the collateral.

Accounting policies related to appraisals, nonaccruals and charge-offs are disclosed in Note (1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Nonperforming and Restructured Assets

The following is a summary of nonperforming and restructured assets:

	March 31,			December 31,			March 31,
	2015			2014			2014
	(Dollars in thousands)
Past due 90 days or more and still accruing	$	1,498		$	1,135		$	910
Nonaccrual		16,562			16,410			17,753
Restructured		16,131			16,515			17,468
Total nonperforming and restructured loans		34,191			34,060			36,131
Other real estate owned and repossessed assets		6,418			8,079			7,590
Total nonperforming and restructured assets	$	40,609		$	42,139		$	43,721
Nonperforming and restructured loans to total loans		0.89	%		0.88	%		1.02	%
Nonperforming and restructured assets to total assets		0.62	%		0.64	%		0.69	%

Nonaccrual loans, accruing loans past due 90 days or more, and restructured loans are shown in the table above. Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $310,000 for the three months ended March 31, 2015 and approximately $227,000 for the three months ended March 31, 2014.

Restructured loans consisted primarily of one relationship restructured to defer principal payments. The relationship was evaluated by management and determined to be well collateralized. Additionally, none of the concessions granted involved a principal reduction or a change from the current market rate of interest. The collateral value is monitored periodically to evaluate possible impairment. The Company charges interest on principal balances outstanding during deferral periods. As a result, the current and future financial effects of the recorded balance of loans considered to be restructured were not considered to be material.

Loans are segregated into classes based upon the nature of the collateral and the borrower. These classes are used to estimate the credit risk component in the allowance for loan losses.

The following table is a summary of amounts included in nonaccrual loans, segregated by class of loans. Residential real estate refers to one-to-four family real estate.

	March 31, 2015		March 31, 2014
	(Dollars in thousands)
Real estate:
Non-residential real estate owner occupied	$	408	$	448
Non-residential real estate other		5,113		5,779
Residential real estate permanent mortgage		641		689
Residential real estate all other		1,730		958
Commercial and financial:
Non-consumer non-real estate		2,215		1,287
Consumer non-real estate		177		165
Other loans		1,752		1,198
Acquired loans		4,526		7,229
Total	$	16,562	$	17,753

The following table presents an age analysis of past due loans, segregated by class of loans:

	Age Analysis of Past Due Loans
	30-59 Days Past Due		60-89 Days Past Due		90 Days and Greater		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 Days or More Past Due
	(Dollars in thousands)
As of March 31, 2015
Real estate:
Non-residential real estate owner occupied	$	417	$	—	$	258	$	675	$	486,183	$	486,858	$	60
Non-residential real estate other		4,597		—		825		5,422		951,760		957,182		—
Residential real estate permanent mortgage		1,922		403		337		2,662		310,115		312,777		49
Residential real estate all other		1,732		477		1,320		3,529		636,092		639,621		464
Commercial and financial:
Non-consumer non-real estate		3,413		239		1,127		4,779		958,831		963,610		250
Consumer non-real estate		1,678		668		272		2,618		239,584		242,202		201
Other loans		1,373		452		1,075		2,900		162,228		165,128		352
Acquired loans		2,025		194		1,400		3,619		86,745		90,364		122
Total	$	17,157	$	2,433	$	6,614	$	26,204	$	3,831,538	$	3,857,742	$	1,498
As of March 31, 2014
Real estate:
Non-residential real estate owner occupied	$	518	$	—	$	298	$	816	$	457,978	$	458,794	$	96
Non-residential real estate other		4,978		—		935		5,913		873,592		879,505		—
Residential real estate permanent mortgage		1,391		476		458		2,325		270,879		273,204		76
Residential real estate all other		1,101		173		543		1,817		565,930		567,747		86
Commercial and financial:
Non-consumer non-real estate		2,599		150		929		3,678		824,361		828,039		18
Consumer non-real estate		1,561		526		260		2,347		223,615		225,962		218
Other loans		1,569		—		1,071		2,640		145,571		148,211		—
Acquired loans		2,916		712		3,874		7,502		153,306		160,808		416
Total	$	16,633	$	2,037	$	8,368	$	27,038	$	3,515,232	$	3,542,270	$	910

Impaired Loans

Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect the full amount of scheduled principal and interest payments in accordance with the original contractual terms of the loan agreement. If a loan is impaired, a specific valuation allowance may be allocated if necessary so that the loan is reported, net of allowance for loss, at the present value of future cash flows using the loan’s existing rate, or the fair value of collateral if repayment is expected solely from the collateral.

The following table presents impaired loans, segregated by class of loans. No material amount of interest income was recognized on impaired loans subsequent to their classification as impaired.

	Impaired Loans
	Unpaid Principal Balance		Recorded Investment with Allowance		Related Allowance		Average Recorded Investment
	(Dollars in thousands)
As of March 31, 2015
Real estate:
Non-residential real estate owner occupied	$	574	$	499	$	18	$	516
Non-residential real estate other		22,834		20,784		1,338		21,133
Residential real estate permanent mortgage		1,034		803		60		916
Residential real estate all other		2,503		2,279		313		2,393
Commercial and financial:
Non-consumer non-real estate		2,797		2,465		614		2,129
Consumer non-real estate		566		553		107		582
Other loans		2,204		2,105		49		2,322
Acquired loans		8,488		5,475		—		5,763
Total	$	41,000	$	34,963	$	2,499	$	35,754

As of March 31, 2014
Real estate:
Non-residential real estate owner occupied	$	688	$	601	$	29	$	642
Non-residential real estate other		24,355		22,680		1,734		22,915
Residential real estate permanent mortgage		1,068		836		88		918
Residential real estate all other		1,318		1,139		218		1,335
Commercial and financial:
Non-consumer non-real estate		1,824		1,491		427		1,449
Consumer non-real estate		548		527		134		572
Other loans		1,215		1,198		207		1,278
Acquired loans		20,179		13,361		189		9,744
Total	$	51,195	$	41,833	$	3,026	$	38,853

Credit Risk Monitoring and Loan Grading

The Company considers various factors to monitor the credit risk in the loan portfolio including volume and severity of loan delinquencies, nonaccrual loans, internal grading of loans, historical loan loss experience and economic conditions.

An internal risk grading system is used to indicate the credit risk of loans. The loan grades used by the Company are for internal risk identification purposes and do not directly correlate to regulatory classification categories or any financial reporting definitions.

The general characteristics of the risk grades are disclosed in Note (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

The following table presents internal loan grading by class of loans:

	Internal Loan Grading
	Grade
		1		2		3		4		5	Total
	(Dollars in thousands)
As of March 31, 2015
Real estate:
Non-residential real estate owner occupied	$	403,255	$	77,545	$	5,590	$	468	$	—	$	486,858
Non-residential real estate other		794,097		127,716		30,255		5,114		—		957,182
Residential real estate permanent mortgage		276,186		29,103		6,743		745		—		312,777
Residential real estate all other		526,322		100,008		11,216		2,075		—		639,621
Commercial and financial:
Non-consumer non-real estate		811,529		125,609		24,107		2,365		—		963,610
Consumer non-real estate		227,722		12,321		1,716		443		—		242,202
Other loans		158,895		5,116		779		338		—		165,128
Acquired loans		42,540		33,670		9,358		4,503		293		90,364
Total	$	3,240,546	$	511,088	$	89,764	$	16,051	$	293	$	3,857,742

As of March 31, 2014
Real estate:
Non-residential real estate owner occupied	$	381,290	$	70,949	$	6,052	$	503	$	—	$	458,794
Non-residential real estate other		724,181		129,390		20,155		5,779		—		879,505
Residential real estate permanent mortgage		240,653		25,074		6,610		867		—		273,204
Residential real estate all other		474,152		86,033		6,495		1,067		—		567,747
Commercial and financial:
Non-consumer non-real estate		673,757		147,625		5,350		1,307		—		828,039
Consumer non-real estate		212,492		11,388		1,655		427		—		225,962
Other loans		144,870		2,375		736		230		—		148,211
Acquired loans		92,581		48,073		12,091		7,917		146		160,808
Total	$	2,943,976	$	520,907	$	59,144	$	18,097	$	146	$	3,542,270

Allowance for Loan Losses Methodology

The allowance for loan losses (“ALL”) methodology is disclosed in Note (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

The following table details activity in the ALL by class of loans for the period presented. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

	ALL
	Balance at beginning of period		Charge- offs			Recoveries		Net charge-offs			Provisions charged to operations		Balance at end of period
	(Dollars in thousands)
Three Months Ended March 31, 2015
Real estate:
Non-residential real estate owner occupied	$	4,406	$	(1	)	$	1	$	—		$	55	$	4,461
Non-residential real estate other		9,616		—			—		—			282		9,898
Residential real estate permanent mortgage		2,948		(40	)		9		(31	)		67		2,984
Residential real estate all other		6,269		(68	)		5		(63	)		372		6,578
Commercial and financial:
Non-consumer non-real estate		12,771		(153	)		31		(122	)		419		13,068
Consumer non-real estate		2,404		(127	)		15		(112	)		35		2,327
Other loans		2,359		(213	)		9		(204	)		86		2,241
Acquired loans		116		(160	)		26		(134	)		18		—
Total	$	40,889	$	(762	)	$	96	$	(666	)	$	1,334	$	41,557

	ALL
	Balance at beginning of period		Charge- offs			Recoveries		Net charge-offs			Provisions charged to operations			Balance at end of period
	(Dollars in thousands)
Three Months Ended March 31, 2014
Real estate:
Non-residential real estate owner occupied	$	4,827	$	(4	)	$	31	$	27		$	158		$	5,012
Non-residential real estate other		11,026		—			3		3			(344	)		10,685
Residential real estate permanent mortgage		2,825		(130	)		10		(120	)		532			3,237
Residential real estate all other		6,708		(49	)		4		(45	)		(178	)		6,485
Commercial and financial:
Non-consumer non-real estate		8,977		(70	)		14		(56	)		782			9,703
Consumer non-real estate		2,556		(140	)		62		(78	)		95			2,573
Other loans		1,991		(64	)		17		(47	)		128			2,072
Acquired loans		124		(17	)		5		(12	)		45			157
Total	$	39,034	$	(474	)	$	146	$	(328	)	$	1,218		$	39,924

The following table details the amount of ALL by class of loans for the period presented, detailed on the basis of the impairment methodology used by the Company.

	ALL
	March 31, 2015				March 31, 2014

	Individually evaluated for impairment		Collectively evaluated for impairment		Individually evaluated for impairment		Collectively evaluated for impairment
	(Dollars in thousands)
Real estate:
Non-residential real estate owner occupied	$	227	$	4,234	$	361	$	4,651
Non-residential real estate other		1,885		8,013		1,929		8,756
Residential real estate permanent mortgage		396		2,588		588		2,649
Residential real estate all other		1,067		5,511		733		5,752
Commercial and financial:
Non-consumer non-real estate		4,935		8,133		1,133		8,570
Consumer non-real estate		346		1,981		389		2,184
Other loans		42		2,199		242		1,830
Acquired loans		—		—		—		157
Total	$	8,898	$	32,659	$	5,375	$	34,549

The following table details the loans outstanding by class of loans for the period presented, on the basis of the impairment methodology used by the Company.

	Loans
	March 31, 2015						March 31, 2014
	Individually evaluated for impairment		Collectively evaluated for impairment		Loans acquired with deteriorated credit quality		Individually evaluated for impairment		Collectively evaluated for impairment		Loans acquired with deteriorated credit quality
	(Dollars in thousands)
Real estate:
Non-residential real estate owner occupied	$	6,058	$	480,800	$	—	$	6,555	$	452,239	$	—
Non-residential real estate other		35,369		921,813		—		25,934		853,571		—
Residential real estate permanent mortgage		7,488		305,289		—		7,477		265,727		—
Residential real estate all other		13,291		626,330		—		7,562		560,185		—
Commercial and financial:
Non-consumer non-real estate		26,472		937,138		—		6,657		821,382		—
Consumer non-real estate		2,161		240,041		—		2,082		223,880		—
Other loans		139		164,989		—		308		147,903		—
Acquired loans		—		76,210		14,154		—		140,654		20,154
Total	$	90,978	$	3,752,610	$	14,154	$	56,575	$	3,465,541	$	20,154

Transfers from Loans

Transfers from loans to other real estate owned and repossessed assets are non-cash transactions, and are not included in the statements of cash flow. Transfers from loans to other real estate owned and repossessed assets during the periods presented, are summarized as follows:

	Three Months Ended March 31,
	2015		2014
	(Dollars in thousands)
Other real estate owned	$	260	$	66
Repossessed assets		220		327
Total	$	480	$	393

(5)	INTANGIBLE ASSETS

The following is a summary of intangible assets:

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(Dollars in thousands)
As of March 31, 2015
Core deposit intangibles	$	13,198	$	(6,366	)	$	6,832
Customer relationship intangibles		5,699		(2,789	)		2,910
Mortgage servicing intangibles		619		(203	)		416
Total	$	19,516	$	(9,358	)	$	10,158

The following is a summary of goodwill by business segment:

					Other		Executive,
	Metropolitan		Community		Financial		Operations
	Banks		Banks		Services		& Support		Consolidated
	(Dollars in thousands)
Three months ended March 31, 2015
Balance at beginning and end of period	$	8,078	$	30,970	$	5,464	$	450	$	44,962

Additional information for intangible assets can be found in Note (7) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

(6)	STOCK-BASED COMPENSATION

The Company adopted a nonqualified incentive stock option plan (the “BancFirst ISOP”) in May 1986. The Company amended the BancFirst ISOP to increase the number of shares to be issued under the plan to 3,000,000 shares in May 2013. At March 31, 2015, 94,985 shares were available for future grants. The BancFirst ISOP will terminate on December 31, 2019. The options are exercisable beginning four years from the date of grant at the rate of 25% per year for four years. Options expire at the end of fifteen years from the date of grant. Options outstanding as of March 31, 2015 will become exercisable through the year 2022. The option price must be no less than 100% of the fair value of the stock relating to such option at the date of grant.

In June 1999, the Company adopted the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (the “BancFirst Directors’ Stock Option Plan”). Each non-employee director is granted an option for 10,000 shares. The Company amended the BancFirst Directors’ Stock Option Plan to increase the number of shares to be issued under the plan to 230,000 shares in May 2014. At March 31, 2015, 20,000 shares were available for future grants. The options are exercisable beginning one year from the date of grant at the rate of 25% per year for four years, and expire at the end of fifteen years from the date of grant. Options outstanding as of March 31, 2015 will become exercisable through the year 2018. The option price must be no less than 100% of the fair value of the stock relating to such option at the date of grant.

The Company currently uses newly issued stock to satisfy stock-based exercises, but reserves the right to use treasury stock purchased under the Company’s Stock Repurchase Program (the “SRP”) in the future.

The following table is a summary of the activity under both the BancFirst ISOP and the BancFirst Directors’ Stock Option Plan:

						Wgtd. Avg.
				Wgtd. Avg.		Remaining	Aggregate
				Exercise		Contractual	Intrinsic
	Options			Price		Term	Value
	(Dollars in thousands, except per share data)
Three Months Ended March 31, 2015
Outstanding at December 31, 2014		1,029,657		$	36.55
Options granted		35,000			57.27
Options exercised		(8,032	)		30.42
Options canceled, forfeited, or expired		(15,000	)		36.96
Outstanding at March 31, 2015		1,041,625			37.29	8.52 Yr	$	24,680
Exercisable at March 31, 2015		503,900			30.27	5.05 Yr	$	15,474

The following table has additional information regarding options granted and options exercised under both the BancFirst ISOP and the BancFirst Directors’ Stock Option Plan:

	Three Months Ended March 31,
	2015		2014
	(Dollars in thousands)
Weighted average grant-date fair value per share of options granted	$	11	$	—
Total intrinsic value of options exercised		237		745
Cash received from options exercised		244		865
Tax benefit realized from options exercised		92		288

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model and is based on certain assumptions including risk-free rate of return, dividend yield, stock price volatility and the expected term. The fair value of each option is expensed over its vesting period.

The following table is a summary of the Company’s recorded stock-based compensation expense:

	Three Months Ended March 31,
	2015		2014
	(Dollars in thousands)
Stock-based compensation expense	$	464	$	347
Tax benefit		180		134
Stock-based compensation expense, net of tax	$	284	$	213

The Company will continue to amortize the remaining fair value of stock options over the remaining vesting period of approximately seven years. The following table shows the remaining fair value of stock options:

	March 31, 2015
	(Dollars in thousands)
Fair value of stock options	$	4,210

The following table shows the assumptions used for computing stock-based compensation expense under the fair value method during the periods presented:

	Three Months Ended March 31,
	2015	2014
Risk-free interest rate	1.83 to 1.96%		—
Dividend yield	2.00%		—
Stock price volatility	18.23 to 18.50%		—
Expected term	10 Yrs		—

The risk-free interest rate is determined by reference to the spot zero-coupon rate for the U.S. Treasury security with a maturity similar to the expected term of the options. The dividend yield is the expected yield for the expected term. The stock price volatility is estimated from the recent historical volatility of the Company’s stock. The expected term is estimated from the historical option exercise experience.

(7)	STOCKHOLDERS’ EQUITY

In November 1999, the Company adopted a Stock Repurchase Program (the “SRP”). The SRP may be used as a means to increase earnings per share and return on equity, to purchase treasury stock for the exercise of stock options or for distributions under the Deferred Stock Compensation Plan, to provide liquidity for optionees to dispose of stock from exercises of their stock options and to provide liquidity for stockholders wishing to sell their stock. All shares repurchased under the SRP have been retired and not held as treasury stock. The timing, price and amount of stock repurchases under the SRP may be determined by management and approved by the Company’s Executive Committee.

The following table is a summary of the shares under the program:

	Three Months Ended March 31,
	2015		2014
Number of shares repurchased		—		—
Average price of shares repurchased		—		—
Shares remaining to be repurchased		194,723		194,723

The Company and BancFirst are subject to risk-based capital guidelines issued by the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation (“FDIC”). These guidelines are used to evaluate capital adequacy and involve both quantitative and qualitative evaluations of the Company’s and BancFirst’s assets, liabilities and certain off-balance-sheet items calculated under regulatory practices. Failure to meet the minimum capital requirements can initiate certain mandatory or discretionary actions by the regulatory agencies that could have a direct material effect on the Company’s financial statements. Management believes that as of March 31, 2015, the Company and BancFirst met all capital adequacy requirements to which they are subject. The actual and required capital amounts and ratios are shown in the following table:

						Required					To Be Well
						For Capital					Capitalized Under
						Adequacy					Prompt Corrective
	Actual					Purposes					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
As of March 31, 2015:
Total Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	631,573		15.32	%	$	329,818		8.00	%	N/A		N/A
BancFirst		584,181		14.19	%		329,314		8.00	%	$	411,643		10.00	%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	570,847		13.85	%	$	185,523		4.50	%	N/A		N/A
BancFirst		527,295		12.81	%		185,239		4.50	%	$	267,568		6.50	%
Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	590,016		14.31	%	$	247,363		6.00	%	N/A		N/A
BancFirst		542,624		13.18	%		246,986		6.00	%	$	329,314		8.00	%
Tier 1 Capital
(to Total Assets)-
BancFirst Corporation	$	590,016		9.06	%	$	262,805		4.00	%	N/A		N/A
BancFirst		542,624		8.34	%		262,065		4.00	%	$	327,581		5.00	%

As of March 31, 2015, the most recent notification from the Federal Reserve Bank of Kansas City and the FDIC categorized BancFirst as “well capitalized” under the regulatory framework from prompt corrective action. To be well capitalized under federal bank regulatory agency definitions, a depository institution must have a Total Capital Ratio of at least 10%, a Common Equity Tier 1 Capital Ratio of at least 6.5%, a Tier 1 Capital to Risk Weighted Assets Ratio of at least 8%, and a Tier 1 Ratio to Total Assets (Leverage Ratio) of at least 5%. The Company’s trust preferred securities have continued to be included in Tier 1 capital as the Company’s total assets do not exceed $15 billion. There are no conditions or events since the most recent notifications of BancFirst’s capital category that management believes would materially change its category under capital requirements existing as of the report date.

Basel III Capital Rules

The Basel III Capital Rules were effective for the Company and BancFirst on January 1, 2015 (subject to a 4-year phase-in period).

The Basel III Capital Rules, among other things, (i) introduce a new capital measure called “Common Equity Tier 1” (“CET1”), (ii) specify that Tier 1 capital consist of CET1 and “Additional Tier 1 capital” instruments meeting specified requirements, (iii) define CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) expand the scope of the deductions/adjustments as compared to existing regulations.

Implementation of the deductions and other adjustments to CET1 began on January 1, 2015 and will be phased-in over a 4-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter). Under the new rule, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer composed of CET1 capital above its minimum risk-based capital requirements. The implementation of the capital conservation buffer will begin on January 1, 2016 at the 0.625% level and be phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019).

Management believes that, as of March 31, 2015, the Company and BancFirst would meet all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis as if such requirements were currently in effect.

(8)	NET INCOME PER COMMON SHARE

Basic and diluted net income per common share are calculated as follows:

	Income (Numerator)		Shares (Denominator)		Per Share Amount
	(Dollars in thousands, except per share data)
Three Months Ended March 31, 2015
Basic
Income available to common stockholders	$	16,259		15,507,346	$	1.05
Effect of stock options		—		331,202
Diluted
Income available to common stockholders plus assumed exercises of stock options	$	16,259		15,838,548	$	1.03
Three Months Ended March 31, 2014
Basic
Income available to common stockholders	$	14,657		15,342,486	$	0.96
Effect of stock options		—		318,434
Diluted
Income available to common stockholders plus assumed exercises of stock options	$	14,657		15,660,920	$	0.94

The following table shows the number and average exercise price of options that were excluded from the computation of diluted net income per common share for each period because the options’ exercise prices were greater than the average market price of the common shares:

Average

Exercise Price

Three Months Ended March 31, 2015

128,667

57.68

Three Months Ended March 31, 2014

65,000

54.01

(9)	FAIR VALUE MEASUREMENTS

Accounting standards define fair value as the price that would be received to sell an asset or the price paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants on the measurement date.

FASB ASC Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

·	Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

·	Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset and liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category includes certain impaired loans, foreclosed assets, other real estate, goodwill and other intangible assets.

Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis

A description of the valuation methodologies and key inputs used to measure financial assets and financial liabilities at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to the following categories of the Company’s financial assets and financial liabilities.

Securities Available for Sale

Securities classified as available for sale are reported at fair value. U.S. Treasuries are valued using Level 1 inputs. Other securities available for sale including U.S. federal agencies, registered mortgage backed securities and state and political subdivisions are valued using prices from an independent pricing service utilizing Level 2 data. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. The Company also invests in private label mortgage backed securities and equity securities classified as available for sale for which observable information is not readily available. These securities are reported at fair value utilizing Level 3 inputs. For these securities, management determines the fair value based on replacement cost, the income approach or information provided by outside consultants or lead investors.

The Company reviews the prices for Level 1 and Level 2 securities supplied by the independent pricing service for reasonableness and to ensure such prices are aligned with traditional pricing matrices. In general, the Company does not purchase investment portfolio securities that are esoteric or that have complicated structures. The Company’s entire portfolio consists of traditional investments including U.S. Treasury obligations, federal agency mortgage pass-through securities, general obligation municipal bonds and a small amount of municipal revenue bonds. Pricing for such instruments is fairly generic and is easily obtained. For in-state bond issues that have relatively low issue sizes and liquidity, the Company utilizes the same parameters for pricing mentioned in the preceding paragraph adjusted for the specific issue. From time to time, the Company will validate, on a sample basis, prices supplied by the independent pricing service by comparison to prices obtained from third party sources.

Derivatives

Derivatives are reported at fair value utilizing Level 2 inputs. The Company obtains dealer and market quotations to value its oil and gas swaps and options. The Company utilizes dealer quotes and observable market data inputs to substantiate internal valuation models.

Loans Held For Sale

The Company originates mortgage loans to be sold. At the time of origination, the acquiring bank has already been determined and the terms of the loan, including interest rate, have already been set by the acquiring bank, allowing the Company to originate the loan at fair value. Mortgage loans are generally sold within 30 days of origination. Loans held for sale are valued using Level 2 inputs. Gains or losses recognized upon the sale of the loans are determined on a specific identification basis.

Mortgage Servicing Intangibles

The Company acquired mortgage servicing intangibles with the acquisition of 1 ^st Bank Oklahoma on July 12, 2011. Mortgage Servicing Intangibles are amortized based on current prepayment assumptions and are adjusted to fair value semi-annually, if impaired. Fair value is estimated based on the present value of future cash flows over several interest rate scenarios, which are then discounted at risk-adjusted rates. The Company considers portfolio characteristics, contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. When available, fair value estimates and assumptions are compared to observable market data and the recent market activity and actual portfolio experience.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of March 31, 2015 and 2014, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(Dollars in thousands)
March 31, 2015
Securities available for sale:
U.S. Treasury	$	281,215	$	—	$	—	$	281,215
U.S. federal agencies		—		169,462		—		169,462
Mortgage-backed securities		—		9,078		16,222		25,300
States and political subdivisions		—		51,480		—		51,480
Other securities		—		3,483		10,904		14,387
Derivative assets		—		5,300		—		5,300
Derivative liabilities		—		3,775		—		3,775
Loans held for sale		—		11,103		—		11,103
Mortgage servicing intangibles		—		—		416		416

March 31, 2014
Securities available for sale:
U.S. Treasury	$	128,740	$	—	$	—	$	128,740
U.S. federal agencies		—		346,793		—		346,793
Mortgage-backed securities		—		12,277		17,587		29,864
States and political subdivisions		—		54,971		—		54,971
Other securities		—		3,482		11,899		15,381
Derivative assets		—		3,072		—		3,072
Derivative liabilities		—		1,667		—		1,667
Loans held for sale		—		5,231		—		5,231
Mortgage servicing intangibles		—		—		535		535

The changes in Level 3 assets measured at estimated fair value on a recurring basis during the periods presented were as follows:

	Three Months Ended March 31
	2015			2014
	(Dollars in thousands)
Balance at the beginning of the year	$	28,909		$	32,002
Purchases, issuances and settlements		(744	)		(1,847	)
Sales		(1,729	)		(499	)
Gains included in earnings		1,695			417
Total unrealized losses		(589	)		(52	)
Balance at the end of the period	$	27,542		$	30,021

The Company’s policy is to recognize transfers in and transfers out of Levels 1, 2 and 3 as of the end of the reporting period. During the three months ended March 31, 2015 and 2014, the Company did not transfer any securities between levels in the fair value hierarchy.

Financial Assets and Financial Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). These financial assets and financial liabilities are reported at fair value utilizing Level 3 inputs.

Impaired loans are reported at the fair value of the underlying collateral if repayment is dependent on liquidation of the collateral. In no case does the fair value of an impaired loan exceed the fair value of the underlying collateral. The impaired loans are adjusted to fair value through a specific allocation of the allowance for loan losses or a direct charge-down of the loan.

Foreclosed assets, upon initial recognition, are measured and adjusted to fair value through a charge-off to the allowance for possible loan losses based upon the fair value of the foreclosed asset.

Other real estate owned is revalued at fair value subsequent to initial recognition, with any losses recognized in net expense from other real estate owned.

The following table summarizes assets measured at fair value on a nonrecurring basis and the related losses recognized during the period:

	Level 1		Level 2		Level 3		Total Fair Value		Losses
	(Dollars in thousands)
Three Months Ended March 31, 2015
Impaired loans (less specific allowance)		—		—	$	32,464	$	32,464	$	—
Foreclosed assets		—		—		172		172		—
Other real estate owned		—		—		6,246		6,246		23

Three Months Ended March 31, 2014
Impaired loans (less specific allowance)		—		—	$	38,807	$	38,807	$	—
Foreclosed assets		—		—		262		262		—
Other real estate owned		—		—		7,328		7,328		576

Estimated Fair Value of Financial Instruments

The Company is required under current authoritative accounting guidance to disclose the estimated fair value of their financial instruments that are not recorded at fair value. For the Company, as for most financial institutions, substantially all of its assets and liabilities are considered financial instruments. A financial instrument is defined as cash, evidence of an ownership interest in an entity or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from a second entity. The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and Cash Equivalents Include: Cash and Due from Banks; Federal Funds Sold and Interest-Bearing Deposits

The carrying amount of these short-term instruments is a reasonable estimate of fair value.

Securities Held for Investment

For securities held for investment, which are generally traded in secondary markets, fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities making adjustments for credit or liquidity if applicable.

Loans

For certain homogeneous categories of loans, such as some residential mortgages, fair values are estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. The fair values of other types of loans are estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Deposits

The fair values of transaction and savings accounts are the amounts payable on demand at the reporting date. The fair values of fixed-maturity certificates of deposit are estimated using the rates currently offered for deposits of similar remaining maturities.

Short-term Borrowings

The amounts payable on these short-term instruments are reasonable estimates of fair value.

Long-term Borrowings

The fair values of fixed-rate long-term borrowings are estimated using the rates that would be charged for borrowings of similar remaining maturities.

Junior Subordinated Debentures

The fair values of junior subordinated debentures are estimated using the rates that would be charged for junior subordinated debentures of similar remaining maturities.

Loan Commitments and Letters of Credit

The fair values of commitments are estimated using the fees currently charged to enter into similar agreements, taking into account the terms of the agreements. The fair values of letters of credit are based on fees currently charged for similar agreements.

The estimated fair values of the Company’s financial instruments that are reported at amortized cost in the Company’s consolidated balance sheets, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value, are as follows:

	March 31,
	2015				2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Dollars in thousands)
FINANCIAL ASSETS
Level 2 inputs:
Cash and cash equivalents	$	1,887,681	$	1,887,681	$	1,966,106	$	1,966,106
Securities held for investment		8,281		8,350		11,269		11,351
Level 3 inputs:
Loans, net		3,816,185		3,863,834		3,502,346		3,424,944
FINANCIAL LIABILITIES
Level 2 inputs:
Deposits		5,883,801		5,925,150		5,737,850		5,538,503
Short-term borrowings		2,043		2,043		8,603		8,603
Long-term borrowings		—		—		2,000		1,997
Junior subordinated debentures		26,804		28,981		26,804		28,948
OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
Loan commitments				1,672				1,712
Letters of credit				481				459

Non-financial Assets and Non-financial Liabilities Measured at Fair Value

The Company has no non-financial assets or non-financial liabilities measured at fair value on a recurring basis. Certain non-financial assets and non-financial liabilities measured at fair value on a nonrecurring basis include intangible assets (excluding mortgage service rights, which are valued semi-annually) and other non-financial long-lived assets measured at fair value and adjusted for impairment. These items are evaluated at least annually for impairment. The overall levels of non-financial assets and non-financial liabilities measured at fair value on a nonrecurring basis were not considered to be significant to the Company at March 31, 2015 or 2014.

(10)	DERIVATIVE FINANCIAL INSTRUMENTS

The Company enters into oil and gas swaps and options contracts to accommodate the business needs of its customers. Upon the origination of an oil or gas swap or option contract with a customer, the Company simultaneously enters into an offsetting contract with a counterparty to mitigate the exposure to fluctuations in oil and gas prices. These derivatives are not designated as hedged instruments and are recorded on the Company’s consolidated balance sheet at fair value.

The Company utilizes dealer quotations and observable market data inputs to substantiate internal valuation models. The notional amounts and estimated fair values of oil and gas derivative positions outstanding are presented in the following table:

	March 31, 2015
Oil and Natural Gas Swaps and Options	Notional Units	Notional Amount			Estimated Fair Value
	(Notional amounts and dollars in thousands)
Oil
Derivative assets	Barrels		275		$	3,825
Derivative liabilities	Barrels		(275	)		(3,382	)

Natural Gas
Derivative assets	MMBTUs		5,610			1,475
Derivative liabilities	MMBTUs		(5,610	)		(393	)

Total Fair Value	Included in
Derivative assets	Other assets					5,300
Derivative liabilities	Other liabilities					(3,775	)

The following table is a summary of the Company’s recognized income related to the activity, which was included in other noninterest income:

	Three Months Ended March 31,
	2015		2014
	(Dollars in thousands)
Derivative income	$	155	$	149

The Company’s credit exposure on oil and gas swaps and options varies based on the current market prices of oil and natural gas. Other than credit risk, changes in the fair value of customer positions will be offset by equal and opposite changes in the counterparty positions. The net positive fair value of the contracts is the profit derived from the activity and is unaffected by market price movements. The Company’s share of total profit is approximately 35%.

Customer credit exposure is managed by strict position limits and is primarily offset by first liens on production while the remainder is offset by cash. Counterparty credit exposure is managed by selecting highly rated counterparties (rated A- or better by Standard and Poor’s) and monitoring market information.

The following table is a summary of the Company’s net credit exposure relating to oil and gas swaps and options with bank counterparties:

	March 31, 2015
	(Dollars in thousands)
Credit exposure	$	4,337

Balance Sheet Offsetting

Derivatives may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements. The Company’s derivative transactions with upstream financial institution counterparties and bank customers are generally executed under International Swaps and Derivative Association (“ISDA”) master agreements which include “right of set-off” provisions. In such cases there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. Nonetheless, the Company does not generally offset such financial instruments for financial reporting purposes.

(11)	SEGMENT INFORMATION

The Company evaluates its performance with an internal profitability measurement system that measures the profitability of its business units on a pre-tax basis. The four principal business units are metropolitan banks, community banks, other financial services and executive, operations and support. Metropolitan and community banks offer traditional banking products such as commercial and retail lending and a full line of deposit accounts. Metropolitan banks consist of banking locations in the metropolitan Oklahoma City and Tulsa areas. Community banks consist of banking locations in communities throughout Oklahoma. Other financial services are specialty product business units including guaranteed small business lending, residential mortgage lending, trust services, securities

brokerage, electronic banking and insurance. The executive, operations and support groups represent executive management, operational support and corporate functions that are not allocated to the other business units.

The results of operations and selected financial information for the four business units are as follows:

	Metropolitan Banks		Community Banks		Other Financial Services		Executive, Operations & Support			Eliminations			Consolidated
	(Dollars in thousands)
Three Months Ended March 31, 2015
Net interest income (expense)	$	15,400	$	29,055	$	1,618	$	(447	)	$	—		$	45,626
Noninterest income		3,457		12,326		8,727		17,292			(16,506	)		25,296
Income before taxes		9,889		16,407		5,007		9,804			(16,442	)		24,665

Three Months Ended March 31, 2014
Net interest income (expense)	$	13,787	$	27,241	$	1,376	$	(375	)	$	—		$	42,029
Noninterest income		3,413		12,266		7,056		15,955			(15,128	)		23,562
Income before taxes		7,790		15,077		3,066		9,679			(15,075	)		20,537

Total Assets:
March 31, 2015	$	2,299,513	$	4,162,565	$	133,236	$	651,810		$	(677,004	)	$	6,570,120
December 31, 2014		2,298,828		4,113,783		145,814		679,194			(662,647	)		6,574,972
March 31, 2014		2,093,563		3,973,407		113,732		816,489			(622,150	)		6,375,041

The financial information for each business unit is presented on the basis used internally by management to evaluate performance and allocate resources. The Company utilizes a transfer pricing system to allocate the benefit or cost of funds provided or used by the various business units. Certain services provided by the support group to other business units, such as item processing, are allocated at rates approximating the cost of providing the services. Eliminations are adjustments to consolidate the business units and companies. Capital expenditures are generally charged to the business unit using the asset.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis presents factors that the Company believes are relevant to an assessment and understanding of the Company’s consolidated financial position and results of operations. This discussion and analysis should be read in conjunction with the Company’s December 31, 2014 consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and the Company’s consolidated financial statements and the related Notes included in Item 1.

FORWARD LOOKING STATEMENTS

The Company may make forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 with respect to earnings, credit quality, corporate objectives, interest rates and other financial and business matters. Forward-looking statements include estimates and give management’s current expectations or forecasts of future events. The Company cautions readers that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, including economic conditions; the performance of financial markets and interest rates; legislative and regulatory actions and reforms; competition; as well as other factors, all of which change over time. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes”, “anticipates”, “expects”, “intends”, “targeted”, “continue”, “remain”, “will”, “should”, “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

·	Local, regional, national and international economic conditions and the impact they may have on the Company and its customers and the Company’s assessment of that impact.

·	Changes in the mix of loan geographies, sectors and types or the level of non-performing assets and charge-offs.

·	Changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements.

·	Inflation, interest rate, crude oil price, securities market and monetary fluctuations.

·	The effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which the Company must comply.

·	Impairment of the Company’s goodwill or other intangible assets.

·	Changes in consumer spending, borrowing and savings habits.

·	Changes in the financial performance and/or condition of the Company’s borrowers.

·	Technological changes.

·	Acquisitions and integration of acquired businesses.

·	The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters.

·	The Company’s success at managing the risks involved in the foregoing items.

Actual results may differ materially from forward-looking statements.

SUMMARY

BancFirst Corporation’s net income for the first quarter of 2015 was $16.3 million, compared to $14.7 million for the first quarter of 2014. Diluted net income per common share was $1.03 and $0.94 for the first quarter of 2015 and 2014, respectively.

The Company’s net interest income for the first quarter of 2015 increased to $45.6 million, compared to $42.0 million for the first quarter of 2014, due to higher volume of earning assets and fair value adjustments due to early payoffs of acquired loans. The net interest margin for the quarter was 3.07%, compared to 2.98% a year ago, primarily due to loan volume and the fair value adjustments. The Company’s provision for loan losses for the first quarter of 2015 increased slightly to $1.3 million, compared to $1.2 million a year ago. Net charge-offs for the quarter were only 0.02% of average loans, compared to 0.01% for the first quarter of 2014. Noninterest income for the quarter totaled $25.3 million, compared to $23.6 million last year. The increase in revenues was primarily from a $1.7 million gain on an investment of Council Oak Investment Corporation, a wholly-owned subsidiary of BancFirst. Noninterest expense for the quarter totaled $44.9 million, compared to $43.8 million last year, mainly due to annual salary increases. The Company’s effective tax rate increased to 34.1% compared to 28.6% for the first quarter of 2014, due largely to tax credits and the recognition of state deferred tax benefits in 2014.

At March 31, 2015, the Company’s total assets were $6.6 billion, largely unchanged from December 31, 2014. Securities increased $25.3 million to a total of $550.1 million. Loans totaled $3.9 billion, with no material change from December 31, 2014. Deposits totaled $5.9 billion, virtually flat from December 31, 2014. The Company’s total stockholders’ equity was $621.7 million, an increase of $12.4 million, or 2.0%, over December 31, 2014.

Asset quality remained strong during the first quarter of 2015. Nonperforming and restructured assets were 0.62% of total assets at March 31, 2015 compared to 0.64% at December 31, 2014. The allowance to total loans was 1.08%, compared to 1.06% at year-end 2014.

Oil prices continued to be low during the first quarter of 2015, which had a slight impact on our loan demand. We expect any impact of continued low oil prices will become more apparent in future periods.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

See Note (1) of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements.

SEGMENT INFORMATION

See Note (11) of the Notes to Consolidated Financial Statements for disclosures regarding business segments.

RESULTS OF OPERATIONS

Selected income statement data and other selected data for the comparable periods were as follows:

BANCFIRST CORPORATION

SELECTED CONSOLIDATED FINANCIAL DATA

(Unaudited)

(Dollars in thousands, except per share data)

	Three Months Ended March 31,
	2015			2014
Income Statement Data
Net interest income	$	45,626		$	42,029
Provision for loan losses		1,334			1,218
Securities transactions		1,729			450
Total noninterest income		25,296			23,562
Salaries and employee benefits		27,513			25,938
Total noninterest expense		44,923			43,836
Net income		16,259			14,657
Per Common Share Data
Net income – basic	$	1.05		$	0.96
Net income – diluted		1.03			0.94
Cash dividends		0.34			0.31
Performance Data
Return on average assets		1.01	%		0.96	%
Return on average stockholders’ equity		10.65			10.51
Cash dividend payout ratio		32.43			32.45
Net interest spread		2.93			2.83
Net interest margin		3.07			2.98
Efficiency ratio		63.34			66.83
Net charge-offs to average loans		0.02			0.01

Net Interest Income

For the three months ended March 31, 2015, net interest income, which is the Company’s principal source of operating revenue, increased to $45.6 million compared to $42.0 million for the three months ended March 31, 2014, due to higher volume of earning assets and fair value adjustments due to early payoffs of acquired loans. Net interest margin is the ratio of taxable-equivalent net interest income to average earning assets for the period. The Company’s net interest margin for the quarter was 3.07% compared to 2.98% a year ago, primarily due to loan volume and the fair value adjustments. If interest rates and/or loan volume do not increase, management would expect its net interest margin to continue to compress in 2015 as higher yielding loans and securities mature and are replaced at current market rates.

Provision for Loan Losses

The Company’s provision for loan loss for the first quarter of 2015 increased slightly to $1.3 million compared to $1.2 million a year ago. The Company establishes an allowance as an estimate of the probable inherent losses in the loan portfolio at the balance sheet date. Management believes the allowance for loan losses is appropriate based upon management’s best estimate of probable losses that have been incurred within the existing loan portfolio. Should any of the factors considered by management in evaluating the appropriate level of the allowance for loan losses change, the Company’s estimate of probable loan losses could also change, which could affect the amount of future provisions for loan losses. Net loan charge-offs were $666,000 for the first quarter of 2015, compared to $328,000 for the first quarter of 2014. The rate of net charge-offs to average total loans, as presented in the preceding table, continues to be at a very low level.

Noninterest Income

Noninterest income totaled $25.3 million for the first quarter of 2015 compared to $23.6 million for the first quarter of 2014. The increase in revenues was primarily from a $1.7 million gain on an investment of Council Oak Investment Corporation, a wholly-owned subsidiary of BancFirst. The Company had fees from debit card usage totaling $5.4 million during both of the three month periods ended March 31, 2015 and 2014.

Noninterest Expense

For the three months ended March 31, 2015, noninterest expense totaled $44.9 million, compared to $43.8 million for the three months ended March 31, 2014. The increase in noninterest expense for the first quarter of 2015 was mainly due to annual salary increases.

Income Taxes

The Company’s effective tax rate on income before taxes increased to 34.1% for the first quarter of 2015, compared to 28.6% for the first quarter of 2014, due largely to tax credits and the recognition of state deferred tax benefits in 2014.

FINANCIAL POSITION

BANCFIRST CORPORATION

SELECTED CONSOLIDATED FINANCIAL DATA

(Dollars in thousands, except per share data)

	March 31,			December 31,			March 31,
	2015			2014			2014
	(unaudited)						(unaudited)
Balance Sheet Data
Total assets	$	6,570,120		$	6,574,972		$	6,375,041
Total loans		3,857,742			3,860,831			3,542,270
Allowance for loan losses		41,557			40,889			39,924
Securities		550,125			524,783			587,018
Deposits		5,883,801			5,904,704			5,737,850
Stockholders' equity		621,679			609,314			568,112
Book value per share		40.08			39.30			36.98
Tangible book value per share		36.52			35.71			33.29
Average loans to deposits (year-to-date)		65.85	%		63.64	%		62.46	%
Average earning assets to total assets (year-to-date)		92.97			92.71			92.46
Average stockholders’ equity to average assets (year-to-date)		9.51			9.19			9.10
Asset Quality Ratios
Nonperforming and restructured loans to total loans		0.89	%		0.88	%		1.02	%
Nonperforming and restructured assets to total assets		0.62			0.64			0.69
Allowance for loan losses to total loans		1.08			1.06			1.13
Allowance for loan losses to nonperforming and restructured loans		121.54			120.05			110.50

Cash, Federal Funds Sold and Interest-Bearing Deposits with Banks

The aggregate of cash and due from banks, interest-bearing deposits with banks, and federal funds sold as of March 31, 2015 totaled $1.9 billion, virtually flat from December 31, 2014 and March 31, 2014. Federal funds sold consist of overnight investments of excess funds with other financial institutions. Due to the Federal Reserve Bank’s intervention into the funds market that has resulted in near zero overnight federal funds rates, the Company has continued to maintain the majority of its excess funds with the Federal Reserve Bank. The Federal Reserve Bank pays interest on these funds based upon the lowest target rate for the maintenance period which continues to be 0.25%.

Securities

At March 31, 2015, total securities increased $25.3 million compared to December 31, 2014 and decreased $36.9 million compared to March 31, 2014. The size of the Company’s securities portfolio is determined by the Company’s liquidity and asset/liability management. The net unrealized gain on securities available for sale, before taxes, was $8.0 million at March 31, 2015, compared to an unrealized gain of $6.8 million at December 31, 2014, and an unrealized gain of $6.4 million at March 31, 2014. These unrealized gains are included in the Company’s stockholders’ equity as accumulated other comprehensive income, net of income tax, in the amounts of $4.9 million, $4.2 million and $3.9 million respectively.

Loans (Including Acquired Loans)

At March 31, 2015, loans totaled $3.9 billion, with no material change from December 31, 2014 and up $315.5 million from March 31, 2014, due to internal growth.

Allowance for Loan Losses/Fair Value Adjustments on Acquired Loans

At March 31, 2015, the allowance for loan losses to total loans represented 1.08% of total loans, compared to 1.06% at December 31, 2014 and 1.13% at March 31, 2014.

The fair value adjustment on acquired loans consists of an interest rate component to adjust the effective rates on the loans to market rates and a credit component to adjust for estimated credit exposures in the acquired loans. The credit component of the adjustment was $3.8 million at March 31, 2015, $4.3 million at December 31, 2014, and $11.3 million at March 31, 2014 while the acquired loans outstanding were $90.4 million, $101.7 million and $160.8 million, respectively. The decrease in the credit component in 2015 was due to loan payoffs and accretion.

Nonperforming and Restructured Assets

Nonperforming and restructured assets totaled $40.6 million at March 31, 2015, compared to $42.1 million at December 31, 2014 and $43.7 million at March 31, 2014. The Company’s level of nonperforming and restructured assets has continued to be relatively low.

Nonaccrual loans totaled $16.6 million at March 31, 2015, compared to $16.4 million at the end of 2014. The Company’s nonaccrual loans are primarily commercial and real estate loans. Nonaccrual loans negatively impact the Company’s net interest margin. A loan is placed on nonaccrual status when, in the opinion of management, the future collectability of interest or principal or both is in serious doubt. Interest income is recognized on certain of these loans on a cash basis if the full collection of the remaining principal balance is reasonably expected. Otherwise, interest income is not recognized until the principal balance is fully collected. Total interest income which was not accrued on nonaccrual loans outstanding, was approximately $310,000 for the first quarter of 2015 and $227,000 for the first quarter of 2014. Only a small amount of this interest is expected to be ultimately collected.

Other real estate owned and repossessed assets totaled $6.4 million at March 31, 2015, compared to $8.1 million at December 31, 2014 and $7.6 million at March 31, 2014. Other real estate owned and repossessed assets decreased due to the sale of two properties during the quarter.

Potential problem loans are performing loans to borrowers with a weakened financial condition, or which are experiencing unfavorable trends in their financial condition, which causes management to have concerns as to the ability of such borrowers to comply with the existing repayment terms. The Company had approximately $23.5 million of these loans at March 31, 2015, compared to $27.5 million at December 31, 2014 and $4.4 million at March 31, 2014. Potential problem loans are not included in nonperforming and restructured loans. In general, these loans are adequately collateralized and have no specific identifiable probable loss. Loans which are considered to have identifiable probable loss potential are placed on nonaccrual status, are allocated a specific allowance for loss or are directly charged-down, and are reported as nonperforming.

Liquidity and Funding

Deposits

At March 31, 2015, deposits totaled $5.9 billion, virtually flat compared to December 31, 2014 and March 31, 2014. The Company’s core deposits provide it with a stable, low-cost funding source. The Company’s core deposits as a percentage of total deposits were 94.2% at March 31, 2015 compared to 94.1% at December 31, 2014 and 93.5% at March 31, 2014. Noninterest-bearing deposits to total deposits were 39.4% at March 31, 2015, compared to 40.8% at December 31, 2014 and 37.2% at March 31, 2014.

Short-Term Borrowings

Short-term borrowings, consisting primarily of federal funds purchased and repurchase agreements are another source of funds for the Company. The level of these borrowings is determined by various factors, including customer demand and the Company’s ability to earn a favorable spread on the funds obtained. Short-term borrowings were $2.0 million at March 31, 2015, compared to $4.0 million at December 31, 2014 and $8.6 million at March 31, 2014.

Long-Term Borrowings

The Company has a line of credit from the Federal Home Loan Bank (“FHLB”) of Topeka, Kansas to use for liquidity or to match-fund certain long-term fixed rate loans. The Company’s assets, including residential first mortgages of $626.1 million, are pledged as collateral for the borrowings under the line of credit. As of March 31, 2015 and December 31, 2014, the Company had no advances outstanding. At March 31, 2014 the Company had $2.0 million outstanding, which matured in 2014.

There have not been any other material changes from the liquidity and funding discussion included in Management’s Discussion and Analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Capital Resources

Stockholders’ equity totaled $621.7 million at March 31, 2015, compared to $609.3 million at December 31, 2014 and $568.1 million at March 31, 2014. In addition to net income of $16.3 million, other changes in stockholders’ equity during the three months ended March 31, 2015 included $180,000 related to stock option exercises, $464,000 related to stock-based compensation and a $739,000 increase in other comprehensive income, that were partially offset by $5.3 million in dividends. The Company’s leverage ratio and total risk-based capital ratios at March 31, 2015, were well in excess of the regulatory requirments.

See Note (7) of the Notes to Consolidated Financial Statements for a discussion of capital ratio requirements.

CONTRACTUAL OBLIGATIONS

There have not been any material changes in the resources required for scheduled repayments of contractual obligations from the table of Contractual Cash Obligations included in Management’s Discussion and Analysis which was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

BANCFIRST CORPORATION

CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS

(Unaudited)

Taxable Equivalent Basis (Dollars in thousands)

	Three Months Ended March 31,
	2015								2014
				Interest		Average						Interest		Average
	Average			Income/		Yield/			Average			Income/		Yield/
	Balance			Expense		Rate			Balance			Expense		Rate
ASSETS
Earning assets:
Loans (1)	$	3,840,833		$	46,051		4.86	%	$	3,481,988		$	42,714		4.97	%
Securities – taxable		486,430			1,399		1.17			484,900			1,305		1.09
Securities – tax exempt		39,005			378		3.93			41,206			430		4.23
Interest-bearing deposits w/ banks & FFS		1,686,414			1,062		0.26			1,739,671			1,095		0.26
Total earning assets		6,052,682			48,890		3.28			5,747,765			45,544		3.21
Nonearning assets:
Cash and due from banks		181,937								200,176
Interest receivable and other assets		316,550								307,983
Allowance for loan losses		(40,879	)							(39,257	)
Total nonearning assets		457,608								468,902
Total assets	$	6,510,290							$	6,216,667
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Transaction deposits	$	723,908		$	168		0.09	%	$	760,342		$	198		0.11	%
Savings deposits		2,052,927			1,150		0.23			1,957,007			1,103		0.23
Time deposits		743,624			1,220		0.67			801,054			1,488		0.75
Short-term borrowings		3,033			1		0.14			5,487			2		0.13
Long-term borrowings		—			—		—			5,309			18		1.36
Junior subordinated debentures		26,804			491		7.43			26,804			491		7.43
Total interest-bearing liabilities		3,550,296			3,030		0.35			3,556,003			3,300		0.38
Interest-free funds:
Noninterest-bearing deposits		2,312,217								2,056,512
Interest payable and other liabilities		28,636								38,522
Stockholders’ equity		619,141								565,630
Total interest free funds		2,959,994								2,660,664
Total liabilities and stockholders’ equity	$	6,510,290							$	6,216,667
Net interest income				$	45,860							$	42,244
Net interest spread							2.93	%							2.83	%
Effect of interest free funds							0.14	%							0.15	%
Net interest margin							3.07	%							2.98	%

(1)	Nonaccrual loans are included in the average loan balances and any interest on such nonaccrual loans is recognized on a cash basis.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no significant changes in the Registrant’s disclosures regarding market risk since December 31, 2014, the date of its most recent annual report to stockholders.

Item 4. Controls and Procedures.

The Company’s Chief Executive Officer, Chief Financial Officer and its Disclosure Committee, which includes the Company’s Chief Risk Officer, Chief Asset Quality Officer, Chief Internal Auditor, Controller, and General Counsel, have evaluated, as of the last day of the period covered by this report, the Company’s disclosure controls and procedures. Based on their evaluation they concluded

that the disclosure controls and procedures of the Company are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms.

No changes were made to the Company’s internal control over financial reporting during the period covered by this report that materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The Company has been named as a defendant in various legal actions arising from the conduct of its normal business activities. Although the amount of any liability that could arise with respect to these actions cannot be accurately predicted, in the opinion of the Company, any such liability will not have a material adverse effect on the consolidated financial statements of the Company.

Item 1A. Risk Factors.

As of March 31, 2015, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Exhibit
3.1		Second Amended and Restated Certificate of Incorporation of BancFirst Corporation (filed as Exhibit 1 to the Company’s 8-A/A filed July 23, 1998 and incorporated herein by reference).

3.2		Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of BancFirst Corporation dated June 15, 2004 (filed as Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2004 and incorporated herein by reference).

3.3		Amended and Restated By-Laws of BancFirst Corporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated March 30, 2015 and incorporated herein by reference).

3.4		Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of BancFirst Corporation dated May 23, 2013 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 29, 2013 and incorporated herein by reference).

4.1		Instruments defining the rights of securities holders (see Exhibits 3.1, 3.2, 3.3 and 3.4 above).

4.2		Rights Agreement, dated as of February 25, 1999, between BancFirst Corporation and BancFirst, as Rights Agent, including as Exhibit A the form of Certificate of Designations of the Company setting forth the terms of the Preferred Stock, as Exhibit B the form of Right Certificate and as Exhibit C the form of Summary of Rights Agreement (filed as Exhibit 4.1 to the Company’s 8-K dated January 28, 2009 and incorporated herein by reference).

4.3		Amendment No. 1 to Rights Agreement, dated as of February 25, 1999, between BancFirst Corporation and BancFirst, as Rights Agent (filed as Exhibit 4.2 to the Company’s 8-K dated January 28, 2009 and incorporated herein by reference).

4.4		Amendment No. 2 to Rights Agreement, dated as of March 26, 2015, between BancFirst Corporation and BancFirst, an Oklahoma banking corporation, as Rights Agent, to the Rights Agreement, originally dated as of February 25, 1999, and amended as of January 22, 2009 (as so amended, the “Rights Agreement”), by and between BancFirst Corporation and the Rights Agent. (filed as Exhibit 4.1 to the Company’s 8-K dated March 30, 2015 and incorporated herein by reference).

4.5		Form of Amended and Restated Trust Agreement relating to the 7.20% Cumulative Trust Preferred Securities of BFC Capital Trust II (filed as Exhibit 4.5 to the Company’s registration statement on Form S-3/A, File No. 333-112488 dated February 23, 2004, and incorporated herein by reference).

4.6		Form of 7.20% Cumulative Trust Preferred Security Certificate for BFC Capital Trust II (filed as Exhibit D to Exhibit 4.5 to the Company’s registration statement on Form S-3/A, File No. 333-112488 dated February 23, 2004, and incorporated herein by reference).

4.7		Form of Indenture relating to the 7.20% Junior Subordinated Deferrable Interest Debentures of BancFirst Corporation issued to BFC Capital Trust II (filed as Exhibit 4.1 to the Company’s registration statement on Form S-3, File No. 333-112488 dated February 4, 2004, and incorporated herein by reference).

4.8		Form of Certificate of 7.20% Junior Subordinated Deferrable Interest Debenture of BancFirst Corporation (filed as Exhibit 4.2 to the Company’s registration statement on Form S-3, File No. 333-112488 dated February 4, 2004, and incorporated herein by reference).

4.9		Form of Guarantee of BancFirst Corporation relating to the 7.20% Cumulative Trust Preferred Securities of BFC Capital Trust II (filed as Exhibit 4.7 to the Company’s registration statement on Form S-3/A, File No. 333-112488 dated February 23, 2004, and incorporated herein by reference).

10.1*		BancFirst Corporation Employee Stock Ownership and Trust Agreement adopted effective January 1, 2015.

10.2		Fourth Amended and Restated BancFirst Corporation Directors’ Stock Option Plan (filed as Exhibit 10.1 to the Company’s Form 8-K dated October 28, 2014 and incorporated herein by reference).

10.3		Fourth Amended and Restated BancFirst Corporation Directors’ Deferred Stock Compensation Plan (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2014 and incorporated herein by reference).

10.4		Amended and Restated BancFirst Corporation Thrift Plan adopted March 25, 2010 effective January 1, 2010 (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2010 and incorporated herein by reference).

Exhibit Number		Exhibit
10.5		Amendment to the Amended and Restated BancFirst Corporation Thrift Plan adopted December 16, 2010 effective January 1, 2011 (filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2010 and incorporated herein by reference).

10.6		Amendment to the Amended and Restated BancFirst Corporation Thrift Plan adopted October 27, 2011 effective October 1, 2011 (filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2011 and incorporated herein by reference).


10.7		Thirteenth Amended and Restated BancFirst Corporation Stock Option Plan (filed as Exhibit 10.1 to the Company’s Form 8-K dated October 28, 2014 and incorporated herein by reference).

31.1*		Chief Executive Officer’s Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a).

31.2*		Chief Financial Officer’s Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a).

32.1*		CEO’s Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		CFO’s Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		XBRL Taxonomy Extension Definition Linkbase

101.LAB*		XBRL Taxonomy Extension Label Linkbase

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		BANCFIRST CORPORATION
		(Registrant)

Date: May 8, 2015		/s/ David E. Rainbolt
		David E. Rainbolt
		President
		Chief Executive Officer
		(Principal Executive Officer)

Date: May 8, 2015		/s/ Kevin Lawrence
		Kevin Lawrence
		Executive Vice President
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 10.1

BancFirst Corporation

Employee Stock Ownership Plan

and Trust Agreement

(Adopted Effective January 1, 2015)

BANCFIRST CORPORATION

EMPLOYEE STOCK OWNERSHIP PLAN

AND TRUST AGREEMENT

Table of Contents

			Page
ARTICLE I. Parties, Date and Purpose			1
	1.1	Parties and Date	1
	1.2	Purpose	1
	1.3	Status of Employer	1
ARTICLE II. Definitions			2
	2.1	“Amounts Forfeited”	2
	2.2	“Authorized Leave of Absence”	2
	2.3	“Beneficiary”	2
	2.4	“Board of Directors”	2
	2.5	“Break in Service”	2
	2.6	“Code”	2
	2.7	“Committee”	2
	2.8	“Compensation”	2
	2.9	“Effective Date”	3
	2.10	“Employee”	3
	2.11	“Employer”	3
	2.12	“Employer Securities”	3
	2.13	“Employment Commencement Date”	4
	2.14	“Entry Date”	4
	2.15	“ERISA”	4
	2.16	“ESOP Accounts”	4
	2.17	“Exempt Loan”	4
	2.18	“Five Percent Owner”	5
	2.19	“Highly Compensated Employee”	5
	2.20	“Hour(s) of Service”	6
	2.21	“Investment Manager”	8
	2.22	“Leased Employee”	8
	2.23	“Life Expectancy”	8
	2.24	“Nonhighly Compensated Employee”	8
	2.25	“Normal Retirement Date”	8
	2.26	“Participant”	8
	2.27	“Participation”	8
	2.28	“Plan”	9
	2.29	“Plan Administrator”	9
	2.30	“Plan Year”	9
	2.31	“Required Beginning Date”	9
	2.32	“Section 414 Entity”	9

	2.33	“Spousal Consent”	9
	2.34	“Total and Permanent Disability”	10
	2.35	“Trust”	10
	2.36	“Trustee”	10
	2.37	“Trust Fund”	10
	2.38	“Valuation Date”	10
	2.39	“Vested Account Balance”	10
	2.40	“Year(s) of Service”	10
ARTICLE III. Eligibility and Participation			11
	3.1	Eligibility	11
	3.2	Entry Date	11
	3.3	Participation upon Reemployment.	11
	3.4	Date of Absence	12
	3.5	Communication to Employees	12
	3.6	Impact of Ineligible Employees on Coverage and Discrimination Testing	12
	3.7	Definitions	12
ARTICLE IV. Contributions			13
	4.1	Contributions by Employer	13
	4.2	Form of Contributions	13
	4.3	No Participant Contributions	13
ARTICLE V. Accounting, Allocation and Valuation			14
	5.1	Accounts	14
	5.2	Allocation of Contributions	14
	5.3	Restriction On Allocation of ESOP Contribution	14
	5.4	Allocation of Amounts Forfeited	14
	5.5	Income Allocation	15
	5.6	Accounting for Participants’ Contributions	16
	5.7	Statement of Account	16
	5.8	Special Valuation Date	16
	5.9	Definitions Applicable to Limitations on Allocations	16
	5.10	Limitation on Allocations.	20
ARTICLE VI. Benefits			22
	6.1	Retirement, Death or Disability	22
	6.2	Termination for Other Reasons.	22
	6.3	Employee Contribution Accounts	23
	6.4	Loans to Participants	23
	6.5	Designation of Beneficiary	23
	6.6	Distribution Commencement Date.	24
	6.7	Determination of Amounts Forfeited.	25
	6.8	Methods of Distribution	26
	6.9	Required Minimum Distribution	28
	6.10	Put Option	31
ARTICLE VII. Special Rules Relating to Top Heavy Plans			33

	7.1	Top-Heavy Plan.	33
	7.2	Effect of Article	35
ARTICLE VIII. The Committee			36
	8.1	Membership	36
	8.2	Organization and Operation	36
	8.3	Powers and Duties	36
	8.4	Directions to Trustee	36
	8.5	Exercise of Power in Nondiscriminatory Manner	37
	8.6	Claims Procedure.	37
	8.7	Indemnification	38
	8.8	Investment Manager	38
	8.9	Employment of Agents	38
	8.10	Unclaimed Benefits	38
ARTICLE IX. Investments			40
	9.1	Fiduciary Standard	40
	9.2	Investment in Employer Securities	40
	9.3	Voting of Employer Securities	41
	9.4	Payment of Dividends	42
	9.5	Tender Offers	43
	9.6	Diversification of Participant Accounts	44
ARTICLE X. The Trust			46
	10.1	The Trust and Trust Fund	46
	10.2	The Trustee	46
	10.3	Duties of the Trustee	47
	10.4	Directed Powers of the Trustee	47
	10.5	Complementary Powers of the Trustee	49
	10.6	Expenses	50
	10.7	Accounting	50
	10.8	Investment Manager	51
	10.9	Distributions	51
	10.10	Deliver of Notices, Proxy Statements and Other Documents	51
	10.11	Returns and Reports	51
	10.12	Liability of the Trustee; Reliance on Instructions	51
	10.13	Taxes	52
	10.14	Resignations, Removals and Appointments	52
	10.15	Voting; Action With or Without Meeting	52
	10.16	Restrictions on Trustee’s Powers	52
	10.17	Directions by Committee	53
	10.18	Third Parties Reliance Upon Trustee’s Authority	53
	10.19	Indemnification	53
	10.20	Second Trust	53
	10.21	Merger or Consolidation	53
ARTICLE XI. Amendments and Termination			55

iii

	11.1	Amendment of Plan	55
	11.2	Termination of Plan	55
	11.3	Suspension and Discontinuance of Contributions	55
	11.4	Merger of Plan	56
	11.5	Liquidation of Trust Fund	56
ARTICLE XII. Concerning Other Qualified Plans			57
	12.1	Transfer from Other Qualified Plans of the Employer	57
	12.2	Transfer to Other Qualified Plans	57
	12.3	Transfer from Other Qualified Plans	57
ARTICLE XIII. General			58
	13.1	Not Contract Between Emp1oyer and Employee	58
	13.2	Governing Law	58
	13.3	Counterpart Execution	58
	13.4	Severability	58
	13.5	Spendthrift Provision	58
	13.6	Qualified Domestic Relations Orders	58
	13.7	Maximum Duration	59
	13.8	Successor Employer	59
	13.9	Compensation and Expenses of Administration	60
	13.10	Holding of Contributions	60
	13.11	Recordkeeping	60
	13.12	Special Provisions related to Military Service	60
ARTICLE XIV. Amendments Applicable Solely to Merged Plans			62
	14.1	Direct Rollovers Under Section 401(a)(31).	62
	14.2	Vesting for Merged Plans	62

BANCFIRST CORPORATION

EMPLOYEE STOCK OWNERSHIP PLAN

AND TRUST AGREEMENT

This instrument is an amendment and restatement of the document governing the BancFirst Employee Stock Ownership Plan which is intended to conform to the changes required by the Pension Protection Act of 2006, and other applicable laws, regulations, and administrative authority.

Article I.
Parties, Date and Purpose

1.1 Parties and Date

This agreement is entered into effective as of January 1, 2015 by and between BancFirst Corporation, a bank holding company (“Employer”), and BancFirst, an Oklahoma banking corporation (“Trustee”).

1.2 Purpose

The Employer establishes this Plan to enable the Participants and their Beneficiaries to share in the growth of the Employer’s value, encourage loyalty and continuity of service of the Participants and provide for the financial security of the Participants and their Beneficiaries. The Employer intends that the Plan will meet the requirements of Sections 401(a) and 501(a) of the Code. The Employer intends for the Employer contributions to the Plan be invested primarily in “Qualifying Employer Securities” and “Employer Securities” and to qualify as an employee stock ownership plan as defined in Section 4975(e)(7) of the Code.

1.3 Status of Employer

The Employer is a corporation which is subject to taxation under Subchapter C of the Internal Revenue Code of 1986.

Article II.
Definitions

Pronouns and other similar words used herein in the masculine or neuter gender shall be read in the appropriate gender. The singular form of words shall be read as plural where appropriate. Where capitalized words or phrases appear in the Plan, they shall have the meaning set forth below.

2.1 “ Amounts Forfeited ”

means that portion of a terminated ESOP Account to which such Participant is not entitled because of an insufficient number of Years of Service.

2.2 “ Authorized Leave of Absence ”

means any absence authorized by the Employer under the Employer’s standard personnel practices applied to all persons under similar circumstances in a uniform manner during which the Employer does not pay any compensation to an Employee with respect to such leave including any required military service during which an Employee’s or Participant’s re‑employment rights are protected by law. Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code effective December 12, 1994.

2.3 “ Beneficiary ”

means any person or entity designated or deemed designated by a Participant to receive benefits under the Plan.

2.4 “ Board of Directors ”

means the governing body of any organization adopting this Plan.

2.5 “ Break in Service ”

means, with respect to any Employee or Participant, any Plan Year during which he completes no more than five hundred (500) Hours of Service.

2.6 “ Code ”

means the Internal Revenue Code of 1986, as amended from time to time, and any successor legislation.

2.7 “ Committee ”

means the committee established under Article VIII to administer this Plan. An individual may serve as a member of the Committee whether or not he is an Employee or a Participant. The Committee shall be the Plan Administrator.

2.8 “ Compensation ”

means a Participant’s wages, salaries, fees for professional services, and other amounts earned for personal services actually rendered in the course of employment with the Employer which are received during the Plan Year after a Participant’s Entry Date and which are includible in the Participant’s taxable income; but excluding the following:

(a) Employer contributions to a plan of deferred compensation to the extent contributions are not included in the gross income of the Employee for the taxable year in which contributed, or any contributions on behalf of an Employee to a simplified employee pension plan to the extent such contributions are deductible by the Employee, or any distributions from any plan of deferred compensation whether or not includible in the gross income of the Employee when distributed;

(b) Amounts realized from the exercise of a non‑qualified stock option or when restricted stock or property held by an Employee becomes freely transferable or is no longer subject to a substantial risk of forfeiture; and

Compensation shall include any amount which is contributed by the Employer pursuant to the Employee’s election or a salary reduction agreement and which is not included in the Employee’s gross income under Sections 125, 132(f)(4), 401(k), 402(e)(3), 402(h), 402(k) or457(b) of the Code.

For Plan Years beginning after December 31, 2001, a Participant’s annual Compensation taken into account for any Plan Year shall not exceed the amount designated at Section 401(a)(17) of the Code as in effect on the first day of the Plan Year (“Compensation Limitation”). Such amount shall be prorated in the event the Plan Year is less than 12 months.

2.9 “ Effective Date ”

means January 1, 2015, unless otherwise set forth in the Plan.

2.10 “ Employee ”

means a person who is employed by the Employer on the basis of an employer – employee relationship who receives remuneration for personal services rendered for the Employer.

2.11 “ Employer ”

means any entity designated in Section 1.1, any Section 414 Entity which adopts this Plan with the written consent of the Company, and any successor as provided in Section 13.8 of the Plan.

2.12 “ Employer Securities ”

means (a) common stock of the Employer (or of a corporation which is a member of the same controlled group) which is (1) readily tradable on an established securities market; or (2) has a combination of voting power and dividend rights equal to or in excess of that class of common stock of the Employer (or of any other such corporation) having the greatest voting power and dividend rights; or (b) non‑callable preferred stock which is convertible at any time into common stock described in (1) or (2) above, if such conversion is at a conversion price which, as of the date of acquisition by the Plan, is reasonable. Preferred stock shall be treated as non‑callable if after the call there will be a reasonable opportunity for a conversion. “Marketable obligations” are bonds, debentures, notes, certificates, or other evidences of indebtedness of the Employer (a) which are acquired for the Trust Fund either (i) on the market at the price prevailing on a national securities exchange or, if the obligation is not traded on such an exchange, at a price no greater than the offering price established by current independent bid and asked prices, (ii) from an underwriter at a price no greater than the public offering price set in the prospectus or circular and at which a substantial portion of the same issue is acquired by persons independent of the Employer, or (iii) from the Employer at a price no greater than the current price paid for a substantial portion of the same issue by persons independent of the Employer; (b) in which, immediately following the acquisition of any such obligations, no more than 25% of Plan assets are invested (including any such obligations of the Employer or its affiliate); and (c) of which, with respect to a particular issue of such obligations (i) no more than 25% of the amount of such issue which is issued and outstanding at the time of

acquisition is held by the Plan, and (ii) no less than 50% of the amount of such issue which is issued and outstanding at the time of acquisition is held by persons independent of the Employer.

2.13 “ Employment Commencement Date ”

means the date on which an Employee first performs an Hour of Service for the Employer.

2.14 “ Entry Date ”

means the date an Employee becomes a Participant.

2.15 “ ERISA ”

means Public Law No. 93‑406, the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.16 “ ESOP Accounts ”

means the accounts maintained for a Participant in which his allocated share of Employer contributions and Amounts Forfeited and any adjustments relating thereto are recorded, unless otherwise directed in the Plan. The contributions allocated to such accounts shall be all Employer contributions which are designed to be invested primarily in Qualifying Employer Securities and Employer Securities. Subaccounts shall be established as needed.

2.17 “ Exempt Loan ”

means a loan made to the Plan by a disqualified person or a loan made to the Plan and guaranteed by a disqualified person and exempt from the prohibited transaction rules under Section 4975 of the Code and Treasury Regulations thereto by complying with the following requirements:

(a) The loan shall be primarily for the benefit of Plan Participants and Beneficiaries;

(b) The proceeds of the loan must be used within a reasonable period of time to acquire Qualifying Employer Securities, to repay such loan, or to repay a prior Exempt Loan;

(c) Qualifying Employer Securities acquired with such loan shall not be subject to a put, call, option, buy, sell or similar arrangement while held by the Plan or when distributed from the Plan, except as set forth in Article VI of the Plan;

(d) The loan shall be without recourse against the Trust Fund, and no person entitled to payment under the loan shall have any right to assets of the Trust Fund other than (i) Qualifying Employer Securities acquired with the proceeds of the loan and Qualifying Employer Securities which are collateral for a prior Exempt Loan to be repaid with the loan, (ii) Employer contributions made to meet an obligation under the loan, and (iii) earnings attributable to Qualifying Employer Securities which are collateral for the loan and investment thereof;

(e) In the event of default upon the loan, the value of assets transferred in satisfaction of the loan shall not exceed the amount of the default. If the lender is a disqualified person (as defined in Section 4975 of the Code), the loan must provide for a transfer of assets upon and to the extent of the failure of the Plan to meet the payment schedule of the loan;

(f) The loan shall bear a reasonable rate of interest;

(g) Plan assets which are collateral for the loan shall be released from such encumbrance each Plan Year during the duration of the loan. The number of shares of Qualifying Employer Securities to be released each Plan Year shall equal the number of encumbered shares held immediately prior to the release for such Plan Year multiplied by a fraction, the numerator of which is the amount of principal and interest paid for such Plan Year, and the denominator of which is the sum of the numerator and the amount of principal and interest to be paid in all future Plan Years.

The above determination for release of encumbered Qualifying Employer Securities may be made with reference to principal payments only if: (i) the loan provides for annual payments of principal and interest at a cumulative rate that is not less rapid at any time than level annual payments of such amounts for ten (10) years; (ii) interest included in any payment is disregarded only to the extent that it would be considered interest under standard loan amortization tables; and (iii) the sum of the expired duration of the loan, renewal or extension period of the loan does not exceed ten (10) years.

(h) The Exempt Loan shall be for a specific term and may not be payable upon demand of any person, except in case of default. Payments with respect to an Exempt Loan during a Plan Year must not exceed an amount equal to the sum of the Employer’s contributions (other than contributions of employer securities) that are made under the Plan to fund its obligations under such Exempt Loan, the earnings attributable to such contributions, and earnings attributable to the Qualifying Employer Securities which are held as collateral for the Exempt Loan received during or prior to the Plan Year less such payments in prior Plan Years. The Trustee must account for such contributions and earnings separately until the Exempt Loan is repaid.

2.18 “ Five Percent Owner ”

means, if the Employer is a corporation, any person who owns (or is considered as owning within the meaning of the ownership aggregation rules contained at Section 318 of the Code) more than five percent (5%) of the outstanding stock of the corporation or stock possessing more than five percent (5%) of the total combined voting power of all stock of the corporation; or, if the Employer is not a corporation, any person who owns more than five percent (5%) of the capital or profits interest in the Employer. In determining percentage ownership hereunder, Employers that would otherwise be aggregated under Sections 414(b), (c), (m) or (o) of the Code shall be treated as separate employers. Solely for the purpose of determining who is a Five Percent Owner, Section 318(a)(2)(C) of the Code shall be applied by substituting five percent (5%) for fifty percent (50%), and, constructive ownership rules for employers other than corporations shall be determined based on principles similar to those contained in Section 318 of the Code.

2.19 “ Highly Compensated Employee ”

means an active Employee who: (1) was a 5% owner at any time during the year or the preceding year, or (2) for the preceding year had compensation from the employer in excess of $80,000 and was in the top-paid group for the preceding year. The $80,000 amount is adjusted at the same time and in the same manner as under Section 415(d), except that the base period is the calendar quarter ending September 30, 1996. An Employee is in the top-paid group of Employees for any year if such Employee is in the group consisting of the top 20% of the Employees when ranked on the basis of Compensation paid during such year.

The determination whether a former Employee is a “highly compensated former employee” is based on the rules applicable to determining highly compensated employee status as in effect for that determination year, in accordance with Section 1.414(q)-1T, A-4 of the temporary Income Tax Regulations and Notice 97-45.

In determining whether an employee is a highly compensated employee for years beginning in 1997, the amendments to Section 414(q) stated above are treated as having been in effect for years beginning in 1996.

2.20 “ Hour(s) of Service ”

shall be determined based upon the hourly records of the Employer. If the Employer does not maintain hourly records for a particular Employee, such Employee shall be credited with ninety (90) Hours of Service if such Employee would have been credited with at least one Hour of Service during the bi‑weekly payroll period.

Hours of Service shall include:

(a) Each hour for which an Employee is directly or indirectly paid, or entitled to payment, by the Employer for the performance of duties. These hours shall be credited to the Employee for the computation period or periods in which the duties are performed;

(b) Each hour for which an Employee is paid, or entitled to payment, by the Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty, or Authorized Leave of Absence; provided, no more than 501 Hours of Service shall be credited under this subparagraph (b) for any single continuous period of time during which no duties are performed, whether or not such period occurs in a single Plan Year.

If a payment made or due is calculated on the basis of units of time (i.e., hours, days, weeks or months), the number of hours to be credited shall be the number of regularly scheduled working hours included in the units of time on the basis of which the payment is calculated. If such payment is not calculated on the basis of units of time, the number of hours to be credited shall be equal to the amount of the payment divided by the Employee’s most recent hourly rate of pay before his absence.

In the case of an Employee without a regular work schedule, the number of hours to be credited shall be determined on the basis of a 40‑hour workweek or an 8‑hour workday or any other reasonable basis which reflects the average hours worked over a representative period of time, provided the basis so used is consistently applied.

These hours, if credited for a payment calculated on the basis of units of time, shall be credited to the Employee for the computation period or periods in which the period during which no duties are performed occurs, beginning with the first unit of time to which the payment relates. Hours not calculated on the basis of units of time shall be credited to the computation period in which no duties are performed; provided, if the period of nonperformance of duties extends beyond one computation period, such hours shall be allocated to not more than the first two such computation periods, on a reasonable basis consistently applied;

(c) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer. The same Hours of Service shall not be credited under paragraphs (a), (b), or (d), as the case may be, and under this paragraph (c). These hours shall be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made; and

(i) Solely for the purpose of determining whether a Break in Service with respect to either Participation or vesting has occurred, in the case of any Employee who is absent from work for any period by reason of the pregnancy of the Employee, by reason of the birth of the Employee’s child, by reason of the placement of a child with the Employee in connection with the adoption of the child by the Employee, or for purposes of caring for such child for a period beginning immediately following such birth or placement, the Plan shall treat the following as Hours of Service:

(ii) Hours of Service which would normally have been credited to such individual but for such absence; or

(iii) In any case in which the Plan is unable to determine the hours as in (i) above, eight (8) hours of service per day of such absence, except that the total number of hours treated as Hours of Service under this Section shall not exceed five hundred one (501) hours.

The hours described in subparagraphs (i) and (ii) above shall be treated as Hours of Service only in the Plan Year in which the absence from work begins if a Participant would be prevented from thereby incurring a Break in Service in such Plan Year; or, in any other case, in the following Plan Year. No credit shall be given pursuant to this Section unless the Participant furnishes the Committee such information as specified below.

In order for the Participant to receive credit for Hours of Service, as provided in this Section, during absence due to maternity or paternity leave, he shall certify to the Employer that the leave was taken for the permitted reasons. This certification shall include, in the case of a child born to the Participant, a statement from a physician, and in the case of an adoption, a certified copy of a court order or other document. In addition, this certification shall supply information relating to the number of normal work days for which there was an absence.

(d) Hours of Service prior to the Effective Date shall be determined by the Employer from accessible records of the Employer, if available. If no records are available, the Employer shall make a reasonable estimate of an Employee’s Hours of Service prior to the Effective Date.

(e) Hours of Service performed for Thunderbird Executive Resources, Inc., Thunderbird Financial Corporation, Unitech, Inc., Wilcox & Jones, Inc. (now known as Wilcox, Jones & McGrath, Inc.)Park State Bank, Lincoln National Bank, First Bartlesville Bank, Armor Assurance Company, shall be counted as Hours of Service performed for the Employer.

(f) With respect to persons who are employed by 1 ^st Bank of Oklahoma as of January 1, 2012, and who continue such employment after such date, subject to the break in

service provisions set forth in this Section 2.20, hours of service with 1 ^st Bank Oklahoma shall be counted as employment service under this Plan for purposes of determining vesting and eligibility to participate.

(g) With respect to persons who were employed by Okemah National Bank as of October 20, 2011 and who continue employment after such date, subject to the break in service provisions contained in this Section 2.20, hours of service with Okemah National Bank shall be counted as hours of service under this Plan for purposes of determining vesting and eligibility to participate.

The provisions of this Section shall be construed so as to resolve any ambiguities in favor of crediting an Employee or Participant with Hours of Service. Where the Employer maintains the plan of a predecessor employer, service for such predecessor employer shall be treated as service for the Employer. Hours of Service shall be credited for employment with the Employer including any employer excluded at Section 2.11 and for any period of employment with the Employer during which the Employee was ineligible to participate in the Plan. Hours of Service under this Section shall be calculated and credited pursuant to Section 2530.200b‑2 of the Department of Labor Regulations which are incorporated herein by reference.

2.21 “ Investment Manager ”

means a person who is either (a) registered as an investment adviser under the Investment Advisers Act of 1940; (b) a bank, as defined in the Investment Advisers Act of 1940; or (c) an insurance company qualified to perform investment management service, under the laws of more than one state.

2.22 “ Leased Employee ”

means any person defined in Section 414(n) of the Code, which includes any person who is not an Employee of the Employer but who has provided services to the Employer pursuant to an agreement between the Employer and any other person (“leasing organization”) (or for the Employer and related persons under Section 414(n)(6) of the Code) which services are performed on a substantially full time basis for a period of at least one year are performed under the primary or direct control of the Employer. Contributions or benefits provided a Leased Employee by the leasing organization which are attributable to services performed for the Employer shall be treated as provided by the Employer.

2.23 “ Life Expectancy ”

means the life expectancy of a Participant or Beneficiary as determined by the unisex expected return multiples in Tables V and VI of Treasury Regulation Section 1.72‑9, or applicable successor tables.

2.24 “ Nonhighly Compensated Employee ”

means any Employee or former Employee who is not a Highly Compensated Employee.

2.25 “ Normal Retirement Date ”

means the date a Participant attains the age of 65.

2.26 “ Participant ”

means any Employee of an Employer who has commenced Participation in this Plan as provided in Article III.

2.27 “ Participation ”

means the period commencing on a Participant’s Entry Date and ending on the date the final distribution of all account balances is made to such Participant.

2.28 “ Plan ”

means this BancFirst Corporation Employee Stock Ownership Plan and Trust Agreement, and all subsequent amendments.

2.29 “ Plan Administrator ”

means the Committee established under Article VIII of this Plan.

2.30 “ Plan Year ”

means the twelve month period ending December 31 of each year.

2.31 “ Required Beginning Date ”

means the “Required Beginning Date” of a Participant (except for a Participant who is a Five-Percent Owner) is the April 1 of the calendar year following the later of the April 1 of the calendar year following the calendar year in which the Participant attains age 70½ or retires. The Required Beginning Date of a Participant who is a Five-Percent Owner is the April 1 following the calendar year in which the Participant attains age 70½, without regard to whether he has terminated employment. A Participant is treated as a Five-Percent Owner for purposes of this paragraph if such Participant is a Five-Percent Owner of an Employer as defined in Section 416 of the Code at any time during the Plan Year ending with or within the calendar year in which such owner attains age 70½. Once distributions have begun to a Five-Percent Owner under this paragraph, they must continue to be distributed, even if the Participant ceases to be a Five-Percent Owner in a subsequent year.

2.32 “ Section 414 Entity ”

means any corporation which is a member of a controlled group of corporations, as defined in Section 414(b) of the Code, any trade or business (whether or not incorporated) which is under common control, as defined in Section 414(c) of the Code, any member of an affiliated service group, as defined in Section 414(m) of the Code, and any other entity otherwise required under Section 414(o) of the Code to be aggregated with an Employer maintaining this Plan.

2.33 “ Spousal Consent ”

means, when required by the provisions of the Plan, a written consent by the Participant’s spouse witnessed by the Committee or a notary public which acknowledges the effect of the applicable election. If it is established to the satisfaction of the Committee that such consent cannot be obtained either because there is no spouse, because the spouse cannot be located, or because of such other circumstances as the Secretary of the Treasury may prescribe by Treasury Regulations, no Spousal Consent shall be required. Unless otherwise provided in the Plan, a Spousal Consent (or determination that the consent of a spouse cannot be obtained) shall be effective only with respect to the consenting spouse. Unless otherwise provided in the Plan, revocation of a prior Spousal Consent may be made by a consenting spouse at any time before the commencement of benefits. The number of revocations shall be unlimited. To the extent provided in a Qualified Domestic Relations Order, the former spouse of a Participant shall be treated as the surviving spouse of the Participant; provided, the Participant and his former spouse were married throughout the one year period ending on the date of divorce. A Spousal Consent which permits designations by the Participant without any requirement of further Spousal Consent must acknowledge that the spouse has the right to limit consent to a specific Beneficiary or a specific form of benefit, as applicable, and that the spouse voluntarily elects to relinquish either or both of such rights. No Spousal Consent shall be valid unless the Participant has received the notifications required by the Plan.

Notwithstanding any other provision of the Plan, Spousal Consent shall not be required if the applicable provision of the Code is modified or if Treasury Regulations are issued or modified which provide that no Spousal Consent is required.

2.34 “ Total and Permanent Disability ”

means suffering from a physical or mental condition arising after the Effective Date of this Plan which, in the opinion of the Committee based upon appropriate medical advice and examination and in accordance with standard rules applied uniformly to all Participants, totally and permanently prevents the Participant from engaging in any occupation or employment for remuneration or profit, except for the purpose of rehabilitation not incompatible with such finding of total and permanent disability.

2.35 “ Trust ”

means the legal entity created by this agreement.

2.36 “ Trustee ”

means the individual or institution, individually and collectively, designated at Section 1.1 and any successor Trustee appointed pursuant to Section 10.11. An individual (whether or not an Employee or Participant) may serve simultaneously as a Trustee and as a member of the Committee.

2.37 “ Trust Fund ”

means all cash, securities, annuity contracts, real estate, shares of common trust funds and any other property held by the Trustee under this Plan, together with any income therefrom.

2.38 “ Valuation Date ”

means each business day of the Plan Year.

2.39 “ Vested Account Balance ”

means the aggregate value of the Participant’s vested account balance derived from Employer, including Rollover Contributions, whether vested before or upon death.

2.40 “ Year(s) of Service ”

means any Plan Year during which an Employee or Participant completes at least one thousand (1,000) Hours of Service with the Employer.

Article III.
Eligibility and Participation

3.1 Eligibility

An Employee who was a Participant in the BancFirst Corporation Employee Stock Ownership and Thrift Plan on December 31, 2006, shall remain a Participant. Any other Employee shall be eligible to become a Participant after both (a) attaining age twenty-one (21) and (b) satisfying the Eligibility Service Requirement described in Section 3.7 following his Employment Commencement Date.

The following Employees shall not be eligible to participate in the Plan: (i) an independent contractor; (ii) a Leased Employee; (iii) any person who is a member of a unit of Employees covered by a collective bargaining, agreement between employee representatives and the Employer if retirement benefits were the subject of good faith bargaining between the Employer and such representatives; (iv) any person who is a non‑resident alien and receives no earned income (within the meaning of Section 911(d)(2) of the Code) from the Employer which constitutes income from sources within the United States; and (v) any person who has been classified by the Employer as an independent contractor and has had his compensation reported to the Internal Revenue Service on Form 1099 but who has been reclassified as an “employee” (other than by the Employer) shall not be considered as an eligible Employee who can participate under this Plan; provided, if the Employer does reclassify such worker as an “Employee,” for purposes of this Plan, such reclassification shall only be prospective from the date that the Employee is notified by the Employer of such reclassification. Employees of any Employer excluded under Section 2.11 shall not be eligible to participate.

3.2 Entry Date

The Participation of an Employee eligible to become a Participant shall commence as of January 1 or July 1, whichever occurs first, after such Employee satisfies the Age and Eligibility Service Requirements.

3.3 Participation upon Reemployment.

(a) Participants and Employees Eligible to Become Participants . Upon the reemployment of any terminated Employee who was a Participant or who has completed the Age and Eligibility Service Requirements for becoming a Participant prior to his termination of employment with the Employer, such Employee shall begin to participate upon his date of reemployment.

(b) Other Employees . Upon the reemployment of any terminated Employee not included in Section 3.3(a), he shall be eligible to become a Participant on the Entry Date specified in Section 3.2 upon satisfaction of the Age and Eligibility Service Requirements; provided, (i) if such Employee had satisfied the Eligibility Service Requirement but had not satisfied the Age Requirement prior to his termination, such Employee shall be eligible to become a Participant on the first Entry Date occurring after his reemployment and after he satisfies the Age Requirement; or (ii) if such Employee had not satisfied the Eligibility Service Requirement prior to his termination, the Eligibility Service Requirement shall be satisfied when the Employee completes five hundred (500) Hours of Service in any consecutive six (6) month period following his reemployment with the Employer.

(c) Limitation . A terminated Employee who has been reemployed by the Employer shall not begin to participate under the provisions of this Section 3.3 prior to the time his Participation would have begun if he had remained in continuous employment with the Employer.

3.4 Date of Absence

. For purposes of satisfying the Service Requirement, an Authorized Leave of Absence shall not terminate an Employee’s employment and he shall be credited with the number of Hours or Years of Service during such Authorized Leave of Absence which he would have customarily worked had he not been on such Authorized Leave of Absence.

3.5 Communication to Employees

. The Employer shall notify Employees of the establishment of this Plan and the salient provisions hereof, shall notify such Employees or other persons as are required by law to be notified of any request for determination by the Internal Revenue Service as to the qualification or continuing qualification of the Plan, and shall notify each Employee of his Entry Date as it occurs.

3.6 Impact of Ineligible Employees on Coverage and Discrimination Testing

. To the extent required by the Code, ineligible Employees shall be taken into account under the Plan when testing for compliance with applicable nondiscrimination and coverage provisions of the Code.

3.7 Definitions

. For purposes of this Article, the following definitions shall apply:

(a) Date of Employment : The words “Date of Employment” shall mean the date on which an Employee first earns an Hour of Employment Service, or, if later, the date on which an Employee first earns an Hour of Employment Service following a Year of Absence.

(b) Eligibility Computation Period : The words “Eligibility Computation Period” shall mean the twelve (12) consecutive month period, commencing on the Employee’s Date of Employment. Provided, if a Participant satisfies the Eligibility Service Requirement during the original Eligibility Computation Period commencing on the Employee’s Date of Employment, subsequent Eligibility Computation Periods shall be Plan Years beginning after the Employee’s Date of Employment.

(c) Year of Absence : The words “Year of Absence” shall mean an Eligibility Computation Period in which an Employee earns 500 or less Hours of Employment Service.

(d) Eligibility Service Requirement : The words “Eligibility Service Requirement” shall mean the satisfaction of either of the following two conditions, whichever occurs earlier: (1) completion of a six (6) full consecutive month period of employment service, or (2) earning 1,000 or more Hours of Employment Service during the Eligibility Computation Period.

Article IV.
Contributions

4.1 Contributions by Employer

. The Employer intends to make a contribution to the Trust for the benefit of the Participants for each Plan Year. The contribution may be varied from year to year by the Board of Directors. The contribution shall be determined by written action of the Board of Directors stating the amount of such contribution and by the payment of such stated amount to the Trustee no later than the time prescribed by law for the filing of the Employer’s federal income tax return for any Plan Year (including extensions); provided, the Employer designates to the Trustee that the payment is on account of the Plan Year with respect to which such return is to be filed.

Subject to the Employer’s right to terminate or amend this Plan and notwithstanding any other provision of the Plan, the Employer shall contribute sufficient amounts to fund the principal and interest payments required under the terms of any Exempt Loan outstanding during the Plan Year. Employer contributions shall be used first to pay obligations due and owing for such Plan Year under any outstanding Exempt Loan prior to becoming available for allocation to Participant accounts.

4.2 Form of Contributions

. The Employer’s contribution for each Plan Year shall be paid to the Trustee either in cash or in property valued at its fair market value at the time of the contribution.

4.3 No Participant Contributions

. Participants shall not be permitted to contribute to the Plan.

Article V.
Accounting, Allocation and Valuation

5.1 Accounts

. The Trustee shall maintain a separate ESOP Account and subaccounts thereof, and such other accounts as are required under the terms of the Plan for each Participant. Each such account shall be credited or debited as herein provided, but all such accounts may be invested by the Trustee as a single fund.

All Qualifying Employer Securities purchased or contributed to the Plan and which are held as collateral for an Exempt Loan shall be placed in a suspense account and released therefrom pursuant to Section 2.17 of the Plan. Upon release of the Qualifying Employer Securities from the suspense account, they shall be available for allocation to the Participants’ ESOP Accounts.

5.2 Allocation of Contributions

. The Employer’s Contribution shall be allocated to the Participant’s ESOP Account as of the end of each Plan Year. The Discretionary Contribution shall be allocated to Participants who complete a Year of Service in the Plan Year and are employed on the last day of the Plan Year or to Participants who terminated service with the Employer as a result of Total and Permanent Disability, death or retirement in the Plan Year, in the proportion that the Compensation of each such Participant bears to the aggregate Compensation of all such Participants for the Plan Year.

If the foregoing allocations would result in failure to satisfy the requirements of Section 410(b) of the Code and Treasury Regulations thereunder, an additional number of Nonhighly Compensated Employee Participants shall be eligible to share in the allocation under this Section 5.2. The additional number of such Participants shall be the smallest number necessary to enable the Plan to qualify under Section 410(b) of the Code. The additional Nonhighly Compensated Employee Participants shall be included in the allocation in the following priority:

(i) Nonhighly Compensated Employee Participants who were employed on the last day of the Plan Year who failed to complete a Year of Service in the Plan Year ranked in descending order of Hours of Service for which they were credited during the Plan Year; and

(ii) Nonhighly Compensated Employee Participants who were not employed on the last day of the Plan Year ranked in descending order of Hours of Service for which they were credited during the Plan Year.

5.3 Restriction On Allocation of ESOP Contribution

. There are no restrictions on the allocation of Employer Securities under this Plan because no such shares have been acquired pursuant to Section 1042 of the Code.

5.4 Allocation of Amounts Forfeited

. Amounts Forfeited available for allocation to Participant accounts shall be allocated to the ESOP Account in the same manner as the Employer’s contribution for such Plan Year after giving effect to the annual adjustment provided in Section 5.5.

5.5 Income Allocation

. As of the Valuation Date, the fair market value of the Trust Fund or each separate investment fund allowed under the Plan (“Fund”), as reported by the Trustee, shall be determined and allocated to Participant accounts as specified in this Section.

As of each Valuation Date, the Adjusted Account Balance for each Participant account included in each Fund and each Adjusted Fund Balance shall be determined. The difference between the Adjusted Fund Balance and the balance of the Fund as of the immediately preceding Valuation Date shall be apportioned among the respective Participant accounts in the proportion each Adjusted Account Balance bears to the aggregate of all Adjusted Account Balances.

The term “Adjusted Account Balance” means the balance of each Participant’s account included in the Fund on the immediately preceding Valuation Date decreased by:

(a) Any distributions or withdrawals made during the valuation period;

(b) Amounts Forfeited which have become available during the valuation period for allocation to accounts of other Participants; and

The term “Adjusted Fund Balance” means the fair market value of each Fund as of the Valuation Date increased by:

(a) Distributions and withdrawals, during the valuation period; and

(b) Any transfers paid to other Funds during the valuation period;

then decreased by:

(a) Employer contributions during the valuation period;

(b) Any Participant contributions during the valuation period;

(c) Any Amounts Forfeited which have become available during the valuation period for allocation to Participant accounts; and

(d) Any transfer received by the Fund during the valuation period.

Any transfer to a Participant’s account which is directed to be made effective as of the first day of the current valuation period shall be deemed a part of the beginning Adjusted Account Balance and Adjusted Fund Balance and shall be excluded from the Adjusted Account Balance of the account and Adjusted Fund Balance from which it was transferred.

The Trustee shall maintain one fund consisting of all Qualifying Employer Securities and Employer Securities held in the Trust Fund. Notwithstanding any other provision of the Plan ) which refers to allocation of contributions or income, assets of the Trust Fund which are in the form of Employer Securities shall be held in such separate fund. The balance in such fond shall be valued pursuant to the principles set forth in this Section 5.5; provided, the balance in each

Participant’s account in such fund shall be set forth in the number of shares (and tractions thereof) which are contained therein. Adjustments shall be made in each Participant’s account to reflect any stock split, dividend, stock dividend or other combination or reclassification attributable to the shares held in such Participant’s account.

5.6 Accounting for Participants’ Contributions

. Contributions previously made by Participants shall be credited to the appropriate Employee contribution account. Effective as of January 1, 2007, Participant contributions to this Plan are no longer permitted.

5.7 Statement of Account

. As soon as is administratively feasible after the end of each valuation period, the Committee shall deliver to each Participant a statement of such Participant’s accounts showing the balances at the beginning of the valuation period, any changes during the valuation period, the balances at the end of the valuation period, and such other information as the Committee may deem proper. Neither the maintenance of accounts, the allocations to accounts, nor the statements of account shall operate to vest in any Participant any right in or to the Trust Fund except as specifically provided herein.

5.8 Special Valuation Date

. If the Committee determines that a substantial change in the value of all or any portion of the Trust Fund has occurred since the last Valuation Date, the Committee may establish one or more Special Valuation Dates and determine the adjustment required to make the total net credit balance in the accounts of the Participants equal the market value of the appropriate portion of the Trust Fund. Such adjustments shall he made consistent with the procedure specified in Section 5.5. Having determined such adjustment, all distributions which are to be made as of or after such Special Valuation Date, but prior to the next succeeding Valuation Date or Special Valuation Date, shall be made as if the net credit balances in all accounts had actually been credited or debited to reflect the adjustment provided by this Section.

5.9 Definitions Applicable to Limitations on Allocations

. For purposes of Section 5.10, the following defined terms shall apply:

(a) “Annual Additions ” means, with respect to any Participant, the sum for the Limitation Year of (i) all Employer and Employee contributions allocated to a Participant’s accounts; (ii) all Amounts Forfeited allocated to his account; (iii) amounts allocated to his individual medical account, as defined in Section 415(1)(2) of the Code, which is part of a pension or annuity plan maintained by the Employer; and (iv) amounts derived from contributions paid or accrued which are attributable to post-retirement medical benefits allocated to the separate account of a key employee, as defined in Section 419A(d)(3) of the Code, under a welfare benefit fund, as defined in Section 419(e) of the Code, maintained by the Employer subject to the following:

(i) Annual additions for purposes of Code § 415 shall not include restorative payments. A restorative payment is a payment made to restore losses to a Plan resulting from actions by a fiduciary for which there is reasonable risk of liability for breach of a fiduciary duty under federal or state law, where participants who are similarly situated are treated similarly with respect to the payments. Generally, payments are restorative payments only if the payments are made in order to restore some or all of the plan’s losses due to an action (or a failure to act) that creates a reasonable risk of liability for such a breach of fiduciary duty (other

than a breach of fiduciary duty arising from failure to remit contributions to the Plan). This includes payments to a plan made pursuant to a court-approved settlement, to restore losses to a qualified defined contribution plan on account of the breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). Payments made to the Plan to make up for losses due merely to market fluctuations and other payments that are not made on account of a reasonable risk of liability for breach of a fiduciary duty are not restorative payments and generally constitute contributions that are considered annual additions.

(ii) Annual additions for purposes of Code § 415 shall not include: (1) The direct transfer of a benefit or employee contributions from a qualified plan to this Plan; (2) Rollover contributions (as described in Code §§ 401(a)(31), 402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (3) Repayments of loans made to a participant from the Plan; and (4) Repayments of amounts described in Code § 411(a)(7)(B) (in accordance with Code § 411(a)(7)(C)) and Code § 411(a)(3)(D) or repayment of contributions to a governmental plan (as defined in Code § 414(d)) as described in Code § 415(k)(3), as well as Employer restorations of benefits that are required pursuant to such repayments.

(b) “ Defined Contribution Dollar Limitation ” means forty thousand dollars ($40,000) as adjusted for cost-of-living under Section 415(d) of the Code.

(c) “ Employer ”. For purposes of applying the limitations of Code § 415, all defined contribution plans (without regard to whether a plan has been terminated) ever maintained by the Employer (or a “predecessor Employer”) under which the participant receives annual additions are treated as one defined contribution plan. The “Employer” means the Employer that adopts this Plan and all members of a controlled group or an affiliated service group that includes the Employer (within the meaning of Code §§ 414(b), (c), (m) or (o)), except that for purposes of this Section, the determination shall be made by applying Code § 415(h), and shall take into account tax-exempt organizations under Regulation Section 1.414(c)-5, as modified by Regulation Section 1.415(a)-1(f)(1). For purposes of this Section:

(i) A former employer is a “predecessor employer” with respect to a participant in a plan maintained by an employer if the employer maintains a plan under which the participant had accrued a benefit while performing services for the former employer, but only if that benefit is provided under the plan maintained by the employer. For this purpose, the formerly affiliated plan rules in Regulation Section 1.415(f)-1(b)(2) apply as if the employer and predecessor employer constituted a single employer under the rules described in Regulation Section 1.415(a)-1(f)(1) and (2) immediately prior to the cessation of affiliation (and as if they constituted two, unrelated employers under the rules described in Regulation Section 1.415(a)-1(f)(1) and (2) immediately after the cessation of affiliation) and cessation of affiliation was the event that gives rise to the predecessor Employer relationship, such as a transfer of benefits or plan sponsorship.

(ii) With respect to an employer of a participant, a former entity that antedates the employer is a “predecessor Employer” with respect to the participant if, under the facts and circumstances, the Employer constitutes a continuation of all or a portion of the trade or business of the former entity.

(iii) For purposes of aggregating plans for Code § 415, a “formerly affiliated plan” of an Employer is taken into account for purposes of applying the Code § 415 limitations to the Employer, but the formerly affiliated plan is treated as if it had terminated immediately prior to the “cessation of affiliation.” For purposes of this paragraph, a “formerly affiliated plan” of an Employer is a plan that, immediately prior to the cessation of affiliation, was actually maintained by one or more of the entities that constitute the Employer (as determined under the Employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2)), and immediately after the cessation of affiliation, is not actually maintained by any of the entities that constitute the Employer (as determined under the Employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2)). For purposes of this paragraph, a “cessation of affiliation” means the event that causes an entity to no longer be aggregated with one or more other entities as a single Employer under the Employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2) (such as the sale of a subsidiary outside a controlled group), or that causes a plan to not actually be maintained by any of the entities that constitute the Employer under the Employer affiliation rules of Regulation Section 1.415(a)-1(f)(1) and (2) (such as a transfer of plan sponsorship outside of a controlled group).

(iv) Two or more defined contribution plans that are not required to be aggregated pursuant to Code § 415(f) and the Regulations thereunder as of the first day of a limitation year do not fail to satisfy the requirements of Code § 415 with respect to a participant for the limitation year merely because they are aggregated later in that limitation year, provided that no annual additions are credited to the participant’s account after the date on which the plans are required to be aggregated.

(d) “ Excess Amount ” means the excess of the Participant’s Annual Additions for the Limitation Year over the Maximum Permissible Amount

(e) “ Limitation Year ” means the Plan Year unless otherwise specified by resolution of the Board of Directors. All qualified plans of the Employer must use the same Limitation Year. If the Limitation Year is changed, the new Limitation Year must begin on a date within the Limitation Year in which the change is made.

(f) “ Maximum Permissible Amount ” means the maximum Annual Addition that may be contributed or allocated to a Participant’s accounts under the Plan for any Limitation Year which shall not exceed the lesser of:

(i) The Defined Contribution Dollar Limitation; or

(ii) One hundred percent (100%) of the Participant’s Section 415 Compensation for the Limitation Year.

The limitation referred to in (ii) shall not apply to any contribution for medical benefits (within the meaning of Section 401(h) or 419A(f)(2) of the Code) which is otherwise treated as an Annual Addition under Section 415(1)(1) or 419A(d)(2) of the Code. If a short Limitation Year is created because of a change in Limitation Year, the Maximum Permissible Amount shall not exceed the Defined Contribution Dollar Limitation multiplied by a fraction, the numerator of

which is equal to the number of months in the short Limitation Year and the denominator of which is twelve (12).

The Maximum Permissible Amount shall be increased as allowed under Section 415(c)(6) of the Code.

(g) “Section 415 Compensation” means Compensation as defined at Section 2.8, but including amounts received before the Participant’s Entry Date and excluding (i) other amounts which receive special tax benefits, (ii) contributions made by the Employer (whether or not under a salary reduction agreement) toward the purchase of an annuity described in Section 403(b) of the Code (whether or not the amounts are actually excludible from the gross income of the Employee), and (iii) any amount which is contributed by the Employer pursuant to the Participant’s election or a salary reduction agreement and which is not included in the Participant’s taxable income by reason of Section 79, 125, 132, 401(k), 402(e)(3), 402(h) 402(k) or 457(b) of the Code. Section 415 Compensation shall be adjusted, as set forth herein, for the following types of compensation paid after a Participant’s severance from employment with the Employer maintaining the Plan (or any other entity that is treated as the Employer pursuant to Code § 414(b), (c), (m) or (o)). However, amounts described in subsections (i) and (ii) below may only be included in Actual Compensation to the extent such amounts are paid by the later of 2½ months after severance from employment or by the end of the limitation year that includes the date of such severance from employment. Any other payment of compensation paid after severance of employment that is not described in the following types of compensation is not considered Actual Compensation within the meaning of Code § 415(c)(3), even if payment is made within the time period specified above.

(i) Regular pay. Section 415 Compensation shall include regular pay after severance of employment if:

A. The payment is regular compensation for services during the participant’s regular working hours, or compensation for services outside the participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and

B. The payment would have been paid to the participant prior to a severance from employment if the participant had continued in employment with the Employer.

(ii) Leave cashouts and deferred compensation. Leave cashouts shall not be included in Section 415 Compensation. Further, deferred compensation shall not be included in Section 415 Compensation.

(iii) Salary continuation payments for military service participants. Section 415 Compensation does not include payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Code § 414(u)(1)) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service.

(iv) Salary continuation payments for disabled Participants. Section 415 Compensation does not include compensation paid to a participant who is permanently and totally disabled (as defined in Code § 22(e)(3)).

5.10 Limitation on Allocations .

(a) Annual Additions . If the Participant does not participate in, and has never participated in any other qualified plan, welfare benefit fund as described in Section 419(e) of the Code, or an individual medical account as defined in Section 415(1)(2) of the Code maintained by the Employer, the amount of Annual Additions which may be allocated under this Plan on the Participant’s behalf for a Limitation Year shall not exceed the lesser of the Maximum Permissible Amount or any other limitation contained in this Plan. If the Employer contribution that would otherwise be contributed or allocated to the Participant’s account would cause the Annual Additions for the Limitation Year to exceed the Maximum Permissible Amount, the amount contributed or allocated will be reduced so that the Annual Additions for the Limitation Year will equal the Maximum Permissible Amount; provided, the reduction of the Employer contribution that would be contributed or allocated as described in the previous sentence shall be applied after the appropriate corrections required pursuant to Section 5.10(e) below have been made.

(b) Estimated Section 415 Compensation . Prior to the determination of the Participant’s actual Section 415 Compensation for a Limitation Year, the Maximum Permissible Amount may be determined on the basis of the Participant’s estimated annual Section 415 Compensation for such Limitation Year. Such estimated annual Section 415 Compensation shall be determined on a reasonable basis and shall be uniformly determined for all Participants similarly situated.

(c) Determination of Actual Section 415 Compensation . As soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for such Limitation Year shall be determined on the basis of the Participant’s actual Section 415 Compensation for such Limitation Year.

(d) Disposition of Excess Amount . If as a result of allocation of Amounts Forfeited or the application of (c) above there is an Excess Amount with respect to a Participant for a Limitation Year, such Excess Amount shall be disposed of in the following order:

(i) Any Voluntary Nondeductible Contributions to the extent they would reduce the excess amount shall be returned to the Participant.

(ii) If the Participant is an Employee at the end of the Limitation Year, Excess Amounts shall not be distributed to the Participant but shall be reapplied to reduce future Employer contributions and Amounts Forfeited under this Plan for such Participant for the next Limitation Year and succeeding years, as necessary. The amount allocated to such Participant’s accounts in the next Limitation Year shall equal the sum of his share of actual Employer contributions and Amounts Forfeited and any Excess Amount carried forward for such Participant.

If the Participant is not an Employee at the end of the Limitation Year, the Excess Amount shall be held unallocated in a suspense account. The amounts contained in the suspense account shall be applied to reduce the future allocation of Employer contributions and Amounts Forfeited for all remaining Participants in the next Limitation Year and each succeeding Limitation Year, if necessary. All amounts in the suspense account must be allocated and reallocated to Participants’ accounts before any Employer or Employee contributions may be made to the Plan for that Limitation Year. Excess Amounts may not be distributed to Participants or former Participants. Any amount held in a suspense account shall not participate in the allocation of the Trust Fund investment gains and losses.

(e) Correction of Errors . Notwithstanding any provision of the Plan to the contrary, if the annual additions (within the meaning of Code § 415) are exceeded for any participant, then the Plan may only correct such excess in accordance with the Employee Plans Compliance Resolution System (EPCRS) as set forth in Revenue Procedure 2006-27 or any superseding guidance, including, but not limited to, the preamble of the final § 415 regulations .

Article VI.
Benefits

6.1 Retirement, Death or Disability

. When a Participant attains his Normal Retirement Date, dies, or his employment is terminated as the result of a Total and Permanent Disability, he shall have a nonforfeitable interest in the entire amount of his ESOP Account, and additions thereto. If a Participant, with the consent of the Employer, continues in active employment following his Normal Retirement Date, he shall continue to participate in the Plan.

6.2 Termination for Other Reasons .

(a) Vested Percentage . If a Participant’s employment with the Employer is terminated before his Normal Retirement Date for any reason other than Total and Permanent Disability or death, he shall be entitled to an amount equal to the “vested percentage” of his ESOP Account.

(b) Vesting for All Accounts for Participants . Accounts for Participants who terminated employment with the Employer shall be subject to the following vesting schedule:

	Vested	Forfeited
Years of Service	Percentage	Percentage
Less than 2	0%	100%
2 but less than 3	20%	80%
3 but less than 4	40%	60%
4 but less than 5	60%	40%
5 but less than 6	80%	20%
6 or more	100%	0%

(c) Years of Service for Vested Percentage . Years of Service shall include all Years of Service with the Employer, including any employer excluded at Section 2.11, but shall not include the following:

(i) Years of Service before the Plan Year in which the Participant attained age 18;

(ii) Years of Service completed prior to a Break in Service and the Effective Date of this Plan if such service would have been disregarded under the applicable rules of this or a predecessor plan;

(iii) Years of Service during any period for which the Employer did not maintain the Plan or a predecessor plan; or

(iv) Years of Service completed before a Break in Service for a Participant who at the time of such Break in Service was not vested in any portion of his ESOP Account if the number of consecutive one‑year Breaks in Service equals or exceeds the greater of five (5) one‑year Breaks in Service or the aggregate number of Years of Service earned before the consecutive Breaks in Service.

A Participant on an Authorized Leave of Absence shall not be credited with Hours of Service or Years of Service for the period of such Authorized Leave of Absence unless he resumes employment within the applicable time period established by the Employer or by law.

(d) Years of Service for Reemployed Participants . A former Participant who had a nonforfeitable right to all or a portion of his ESOP Account, and if applicable at the time of his termination shall receive credit for all Years of Service prior to his Break in Service upon completing a Year of Service after his return to the employ of the Employer. However, if the Participant incurs five (5) or more consecutive one‑year Breaks in Service, all Years of Service after a Break in Service shall be disregarded for purposes of determining such Participant’s nonforfeitable percentage in his ESOP Account balance that accrued before such Break in Service. If’ a Participant incurs fewer than five (5) consecutive one‑year Breaks in Service, both the pre‑break and post‑break service will count for purposes of determining the Participant’s vested percentage in his ESOP Account. If necessary, the Trustee shall maintain separate pre‑break and post‑break ESOP Account for such Participant.

(e) Amendments to Vesting Schedule . No amendment to the vesting schedule shall deprive a Participant of his nonforfeitable right to benefits accrued to the later of the date the amendment is adopted or the effective date of the amendment. If the vesting schedule of the Plan is amended by the Employer, each Participant with at least three (3) Years of Service with the Employer may elect, within a reasonable period after the adoption of the amendment, to have his nonforfeitable percentage computed under the Plan without regard to such amendment. For the purpose of this subsection only, a Participant will be deemed to have completed three (3) Years of Service if the Participant has completed three (3) Years of Service, whether or not consecutive, prior to the period during which the election is made. The period during which the election may be made shall commence with the date the amendment is adopted and shall end on the later of:

(i) sixty (60) days after the amendment is adopted;

(ii) sixty (60) days after the amendment becomes effective; or

(iii) sixty (60) days after the Participant is issued written notice of the amendment by the Employer or Committee.

6.3 Employee Contribution Accounts

. A Participant shall at all times be fully vested in the balance of all accounts maintained on his behalf other than his ESOP Account. The balances of a Participant’s accounts other than such accounts shall be paid to him at the same time as the distribution to him of the vested portion of his ESOP Account.

6.4 Loans to Participants

. Loans to Participants shall not be permitted.

6.5 Designation of Beneficiary

. Each Participant may designate a Beneficiary to receive the balance of his ESOP Account, if any, on a form provided by the Committee. Such designation may include primary and contingent Beneficiaries. The designation may be changed at any time by filing a new form. If a Participant designates a Beneficiary other than such Participant’s spouse for any portion of his account balance, that Beneficiary designation shall be void unless accompanied with a Spousal Consent. If a Participant marries or remarries, any

Beneficiary designation shall become void until such Spousal Consent executed by the then current spouse is provided to the Committee. In the absence of such written designation, or if such written designation is void, the surviving spouse, if any, of the Participant shall be deemed to be the designated Beneficiary and, otherwise, the estate of such Participant.

6.6 Distribution Commencement Date .

(a) Normal Commencement of Benefits . Except as provided in (b) through (d) of this Section, Section 6.3 or 6.9, a Participant shall be entitled to commence a distribution of his Vested Account Balance sixty (60) days following the end of the Plan Year which includes the Participant’s Normal Retirement Date; provided, if (i) a Participant has not terminated employment with the Employer on his Normal Retirement Date, payment of his benefit shall not commence until sixty (60) days following the end of the Plan Year in which he actually terminates employment with the Employer; and (ii) if a Participant dies, payment of his benefit shall commence sixty (60) days following the end of the Plan Year in which the Participant dies.

Except as provided in the preceding paragraph, but notwithstanding any other provision of the Plan except Section 6.9, the portion of a Participant’s accounts which consists of Qualifying Employer Securities acquired with the proceeds of an Exempt Loan shall not be distributed until the close of the Plan Year in which such Exempt Loan is repaid in full.

(b) Participant’s Consent Required for All Distributions in Excess of $5,000 . If a Participant’s vested and nonforfeitable Benefit in his Accounts is more than $5,000, the Participant must consent to any distribution of his Benefit before the later of age 62 or attainment of his Normal Retirement Date except in case of the Participant’s death, and, if Qualified Joint and Survivor Annuity provisions apply the Participant’s spouse must consent pursuant to Section 6.8 herein. Provided, the Participant shall be entitled to receive a distribution from the Plan in the form of and at the time otherwise authorized in this Article VI.

(c) Cash Out of Amounts of $5,000 or Less . If the Participant’s account balance does not exceed $5,000 at any time after a Participant’s termination of employment, the Plan Administrator may distribute the Participant’s interest to the Participant in accordance with the following:

(i) In the event the Participant’s account does not exceed $1,000 at any time after the Participant’s termination of employment, the Plan Administrator may distribute the Participant’s entire interest to the Participant in a cash payment without the Participant’s consent.

(ii) In the event the Participant’s account is greater than $1,000 but not greater than $5,000 at any time after the Participant’s termination of employment, the Plan Administrator may distribute the account balance of the Participant in a direct rollover to an individual retirement account designated by the Committee.

(iii) Prior to any distribution pursuant to clauses (i) and (ii), the Participant may elect to have any such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover.

(d) Deemed Distributions to Non‑Vested Terminated Participants . If a terminated Participant is not vested in any portion of his account balances, the Participant shall be deemed to have received a distribution of his account balances as of the last day of the Plan Year in which he terminated employment.

(e) Right to Withdraw Benefits from the Plan Upon Attainment of Age 65 Years . Notwithstanding any other provision of the Plan to the contrary, each Participant in the Plan who has not otherwise terminated employment but has attained at least 65 years of age may, by making application to the Committee, request that the Committee distribute to such Participant all or any portion of his Accounts in the Plan and, upon receipt of such request, distribution shall be made by the Trustee as directed by the Committee in accordance with the terms of the Plan, and such distribution shall be made as if such Participant terminated employment and requested distribution. For the purpose of this Section 6.6(e), the right of a Participant to request distribution from the Plan shall only be available with respect to those Participants who have satisfied the foregoing age requirement.

6.7 Determination of Amounts Forfeited .

(a) Forfeiture of Non‑Vested Balance . Upon a complete distribution pursuant to Section 6.6, the non‑vested percentage of a Participant’s ESOP Account, if any, shall become an Amount Forfeited and shall be available to reduce Employer Contributions for the then current or next succeeding Plan Year or for allocation to the accounts of other Participants in the Plan Year following the Plan Year in which the Participant receives such distribution. If no complete distribution is made, the non‑vested percentage of a Participant’s accounts, if any, shall become an Amount Forfeited and available for allocation to other Participants’ accounts as of the end of the Plan Year in which the Participant incurs five (5) consecutive one‑year Breaks in Service.

If a portion of a Participant’s accounts becomes an Amount Forfeited, Qualifying Employer Securities and Employer Securities allocated to such Participant’s account shall be forfeited only after other assets. If interests in more than one class of Qualifying Employer Securities and Employer Securities have been allocated to the Participant’s accounts, the Participant must be treated as forfeiting the same proportion of each class. If Qualifying Employer Securities acquired with the proceeds of an Exempt Loan are available for distribution and consist of more than one class, a distributee must receive substantially the same proportion of each class.

(b) Buy‑Back of Forfeited Balance . If a Participant who was not one hundred percent (100%) vested in his account balances received a distribution pursuant to Section 6.6, thereafter resumes employment, is covered under the Plan, and restores the full amount of such distribution to the Plan before the earlier of five (5) years after the date the Participant is first reemployed or the end of the Plan Year in which a Participant incurs five (5) consecutive one‑year Breaks in Service following the date of distribution; such restored amount, along with an amount equal to the Participant’s previous Amounts Forfeited, shall be restored to the Participant’s accounts. In no event shall the amount restored be less than the amount in the Participant’s ESOP Account, if any, immediately prior to such distribution. If a Participant was deemed to have received a distribution under Section 6.6(d) and resumes employment before

incurring five (5) consecutive one‑year Breaks in Service, the Amounts Forfeited previously shall be restored. The monies representing the Amounts Forfeited shall be restored first from Amounts Forfeited of other Participants available for allocation, and, if these amounts are not sufficient, then from the Employer contribution. If the Employer contribution is not sufficient, the Employer must contribute an amount sufficient to restore such Amounts Forfeited.

If a Participant receives a distribution, resumes employment before incurring five (5) consecutive one‑year Breaks in Service, and does not restore the amount so distributed within five (5) years after the date the Participant is first reemployed; he shall not be entitled to later repay such distribution and have his previous Amounts Forfeited restored.

(c) Determination of Vested Amounts Due to Partial Distribution . This subsection (c) shall apply only to a Participant who has received a partial distribution of his ESOP Account, if any, prior to becoming fully vested and thereafter his vested percentage increases. If another distribution is made to such Participant prior to becoming fully vested in such accounts, the vested portion of such accounts shall be determined using the following formula:


	vested amount =	[current vested percentage x (current account balance +
		amounts previously distributed)] ‑ amounts previously distributed

6.8 Methods of Distribution

. Subject to Sections 6.6(c), and 6.9, after each Participant’s distribution date and after all adjustments to the accounts required as of such date shall have been made, the Trustee shall distribute the amount to which the Participant or Beneficiary is entitled by one of the following optional methods, as determined by the Participant or Beneficiary:

(a) a complete or partial distribution to the Participant or Beneficiary;

(b) an installment distribution consisting of approximately equal installments for a term not extending beyond the joint Life Expectancy on the distribution date of the Participant and any individual designated by such Participant; provided, that the Life Expectancy of the Participant or the Participant’s spouse, or the joint life expectancy of both the Participant and the Participant’s spouse, may be recalculated annually using the Participant’s attained age on the Participant’s birthday in the calendar years subsequent to the calendar year of the initial distribution date and the Participant’s spouse’s attained age in such subsequent calendar years;

(c) in substantially equal annual installments over a period not greater than five (5) years or, if a Participant’s Vested Account Balance is in excess of $500,000, five (5) years plus one year for each $100,000 or fraction thereof by which the Participant’s Vested Account Balance exceeds $500,000 but not to exceed ten (10) years; or

(d) effective January 1, 1993, a distribution which qualifies as an “eligible rollover distribution” trade as a direct transfer to the trustee or custodian of an “eligible retirement plan.”

For purposes of subsection (d) above, an eligible rollover distribution means a complete or partial distribution from the Plan to a Participant, the Participant’s surviving spouse or the

Participant’s former spouse who is an alternate payee pursuant to Section 13.6 or other Beneficiary, but excluding (i) a mandatory minimum distribution required under Section 6.9; (ii) a distribution made in accordance with (b) which is for a specified period of ten (10) years or more, or (iii) a distribution which is excludible from gross income. A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of After-Tax Employee Contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible. If any portion of an eligible rollover distribution is attributable to payments or distributions from a designated Account holding Employee Roth Contributions and earnings thereon, an Eligible Retirement Plan with respect to such portion shall include only another designated account of the individual from whose account the payments or distributions were made holding Roth Contributions and earnings thereon, or a Roth IRA of such individual.

An “Eligible Retirement Plan” is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, an annuity contract described in Section 403(b) of the Code, an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and/or a qualified trust described in Section 401(a) of the Code, that accepts the Distributee’s Eligible Rollover Distribution and agrees to separately account for amounts transferred into such plan by this Plan. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, a surviving Beneficiary (effective January 1, 2007), or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Section 414(p) of the Code. If any portion of an eligible rollover distribution is attributable to payments or distributions from a designated Roth account, an eligible retirement plan with respect to such portion shall include only another designated Roth account of the individual from whose account the payments or distributions were made, or a Roth IRA of such individual.

The Participant or Beneficiary may accelerate the payment of any unpaid installments. The portion of the Employer’s contributions, Amounts Forfeited, or income or loss, if any, which is allocated to a Participant after the distribution commencement date shall also be payable as soon as practicable in accordance with the method selected.

The Trustee shall distribute all whole shares of Qualifying Employer Securities and Employer Securities credited to a Participant’s accounts in kind. Payment for fractional shares shall be made in cash. Any other distribution may be made in kind or in cash or partly in kind or in cash as determined by the Participant or Beneficiary. Notwithstanding any other provision of the Plan, the Participant or Beneficiary shall have the right to demand the distribution of his ESOP Account to be made entirely to Qualifying Employer Securities and Employer Securities. Distributions of Qualifying Employer Securities and Employer Securities, if any, may be subject to the put option requirements of Section 6.13.

6.9 Required Minimum Distribution

. The provisions of this Section 6.9 will apply for purposes of determining Required Minimum Distributions for distribution calendar years beginning with the 2003 calendar year, as well as Required Minimum Distributions for the 2002 Distribution Calendar Years that are made on or after August 1, 2002. The requirements of this Section will take precedence over any inconsistent provisions of the Plan. All distributions required under this Section will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code. Notwithstanding the other provisions of this Section, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA. The requirements for Required Minimum Distributions shall not apply for calendar year 2009.

(a) Coordination with Minimum Distribution Requirements Previously in Effect . If this Section specifies an effective date that is earlier than calendar years beginning with the 2003 calendar year, Required Minimum Distributions for 2002 under this Section will be determined as follows. If the total amount of 2002 Required Minimum Distributions under the Plan made to the distributee prior to the effective date of this Section equals or exceeds the Required Minimum Distributions determined under this Section, then no additional distributions will be required to be made for 2002 on or after such date to the distributee. If the total amount of 2002 Required Minimum Distributions under the Plan made to the distributee prior to the effective date of this Section is less than the amount determined under this Section, then Required Minimum Distributions for 2002 on and after such date will be determined so that the total amount of Required Minimum Distributions for 2002 made to the distributee will be the amount determined under this Section.

(b) Time and Manner of Distribution .

(i) Required Beginning Date . The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date. For purposes of this Section, the “Required Beginning Date” of a Participant (except for a Participant who is a 5‑Percent Owner) is the April 1 of the calendar year following the calendar year in which the Participant attains age 70½ or retires. The Required Beginning Date of a Participant who is a 5‑Percent Owner is the April 1 following the calendar year in which the Participant attains age 70½, without regard to whether he has terminated employment. A Participant is treated as a 5‑Percent Owner for purposes of this paragraph if such Participant is a 5‑Percent Owner of an Employer as defined in Section 416 of the Code at any time during the Plan year ending with or within the calendar year in which such owner attains age 70½. Once distributions have begun to a 5‑Percent Owner under this paragraph, they must continue to be distributed, even if the Participant ceases to be a 5‑Percent Owner in a subsequent year.

(ii) Death of Participant Before Distributions Begin . If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(1) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, then, distributions to the surviving spouse will begin by December 31 of

the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½, if later.

(2) If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, then, distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(3) If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(4) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Subsection (ii), other than Subsection (ii)(1), will apply as if the surviving spouse were the Participant.

For purposes of this Subsection (b) and Subsection (d), unless Subsection (ii)(4) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Subsection (ii)(4) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Subsection (ii)(4). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under Section (ii)(4)), the date distributions are considered to begin is the date distributions actually commence.

(i) Amount of Required Minimum Distribution . For Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

the quotient obtained by dividing the Participant’s Account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

if the Participant’s sole designated Beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s Account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.

(ii) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death . Required minimum distributions will be determined under this Subsection (c) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

(d) Required Minimum Distributions After Participant’s Death .

(i) Death On or After Date Distributions Begin .

(1) Participant Survived by Designated Beneficiary . If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated Beneficiary, determined as follows:

a. The Participant ’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

b. If the Participant ’s surviving spouse is the Participant’s sole designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

c. If the Participant ’s surviving spouse is not the Participant’s sole designated Beneficiary, the designated Beneficiary’s remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

(2) No Designated Beneficiary . If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(ii) Death Before Date Distributions Begin .

(1) Participant Survived by Designated Beneficiary . If the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by the remaining life expectancy of the Participant’s designated Beneficiary, determined as provided in Subsection (c).

(2) No Designated Beneficiary . If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year

following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(3) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin . If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Subsection (b)(ii)(1), this Section 6.9 will apply as if the surviving spouse were the Participant.

(e) Definitions .

(i) Designated Beneficiary . The individual who is designated as the Beneficiary under Section 6.3(b) of the Plan and is the designated Beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

(ii) Distribution Calendar Year . A Calendar Year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution Calendar Year is the calendar year immediately preceding the Calendar Year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Subsection (b)(ii). The Required Minimum Distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date. The Required Minimum Distribution for other Distribution Calendar Years, including the Required Minimum Distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year.

(iii) Life Expectancy . Life Expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

(iv) Participant’s Account Balance . The Account Balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account Balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The Account Balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

6.10 Put Option

. If a Participant receives all or a portion of any distribution in the form of Employer Securities and such securities are not readily tradable on an established market, as defined in Section 409(n) of the Code and the Treasury Regulations promulgated thereunder, when distributed or are subject to a trading limitation when distributed, the Participant may require the Employer to purchase such Employer Securities under the terms of the Put Option described below:

(a) Terms of Put Option . During the sixty (60) day period following the distribution of Employer Securities, the Participant may require the Employer to purchase all or any portion of the Employer Securities distributed to him. This right shall be exercised by the Participant by giving written notice to the Employer within sixty (60) days from the date the Employer Securities were distributed, of the number of shares the Employer is required to purchase. The purchase price shall be the fair market value of such securities as of the Valuation Date coincident with or next preceding the date of distribution.

If a Participant fails to exercise the Put Option under the preceding paragraph, such right shall lapse as of the end of sixty (60) days following the date of distribution. As soon as practicable following the end of the Plan Year in which such sixty (60) day period expires, the Trustee shall notify each nonelecting Participant who is a shareholder of record of the fair market value of the Employer Securities at the end of such Plan Year. During the sixty (60) day period following the receipt of such notice, such Participant may require the Employer to purchase all or any portion of the distributed Employer Securities at the price set forth in the notice. If a Participant fails to exercise such Put Option, no further options shall be available under the Plan, and the Employer shall have no further purchase obligations.

(b) Payment Terms . If a Participant receives a total distribution, as defined below, and exercises a Put Option, the Employer may pay the purchase price by a lump sum payment made within thirty (30) days after the date it receives the written notice of exercise of the Put Option from the Participant (“Exercise Date”) or in a series of five (5) equal installment payments. If the Employer elects to pay the purchase price in installments, the first installment shall be made within thirty (30) days after the Exercise Date and the remaining payments on the next five (5) annual anniversary dates of the Exercise Date. Within thirty (30) days after the Exercise Date, the Participant shall receive a promissory note from the Employer for the unpaid purchase price. Such note shall provide adequate security and state a reasonable rate of interest. For purposes of this Section, the term “total distribution” means the distribution within one taxable year to the Participant or Beneficiary of the balance to the credit of the Participant’s accounts.

If a Participant receives Employer Securities in an installment distribution and exercises a Put Option, the Employer must pay the purchase price by a lump sum payment made within thirty (30) days after the Exercise Date.

The Trustee may assume the rights and obligations of the Employer at the time the any Put Option is exercised under this Section.

Article VII.
Special Rules Relating to Top Heavy Plans

7.1 Top-Heavy Plan .

(a) Employer Minimum Contribution . Notwithstanding anything herein to the contrary, if this Plan shall be a Top-Heavy Plan for a particular Plan Year, then the sum of the Employer contributions and Forfeitures allocated to the Account of any Non-Key Employee who is a Participant in the Plan must equal a Contribution (“Employer Minimum Contribution”) equal to at least 3% of such Participant’s Compensation. However, a lower Employer Minimum Contribution is permissible where the largest Employer contribution made or required to be made for Key Employees is less than 3% of Compensation and the Employer has no defined benefit plan which designates the Plan to satisfy Section 401(a) of the Code. The contribution made or required to be made on behalf of any Key Employee is equal to the ratio of the sum of the contributions made or required to be made and Forfeitures allocated for such Key Employee divided by the Compensation for such Key Employee. In determining the amount of any contributions made for any Key Employee, amounts treated as “deferrals of compensation” pursuant to Section 401(k) of the Code will be considered as a contribution made by the Employer. Thus, the Employer Minimum Contribution that must be provided for any Non-Key Employee for any Plan Year in which the Plan is a Top-Heavy Plan is the largest percentage of Compensation provided on behalf of any Key Employee for that Plan Year (if the largest percentage of Compensation provided on behalf of any Key Employee for that Plan Year is less than 3%). This Employer Minimum Contribution shall be made even though, under other Plan provisions, the Participant would have received a lesser allocation of the Plan Year because of (i) the Participant’s failure to complete 1,000 Hours of Employment Service (or any equivalent provided in the Plan), or (ii) the Participant’s failure to make mandatory employee Contributions, if required, including any contributions made as “deferrals of compensation” pursuant to Section 401(k) of the Code. Such Employer Minimum Contribution provisions shall not apply to any Participant to the extent the Participant is covered under any other plan or plans of the Employer and the Employer has provided that the minimum allocation or benefit requirement applicable to top-heavy plans will be met in the other plan or plans, or the Participant is not employed on the Anniversary Date of the applicable Plan Year. Any Employer Minimum Contribution on behalf of a Participant shall not be subject to integration with Social Security Act.

(b) Application of Top-Heavy Provisions . The top-heavy provisions of this Section shall be applied as follows:

(i) Single Plan Determination . Unless this Plan is included in an Aggregation Group, it will be considered top-heavy and the provisions of this Section shall be applicable, if, as of a Determination Date, the cumulative aggregation of the accounts (within the meaning of Section 416(g) of the Code and regulations and rulings thereunder) of Key Employees under the Plan exceeds 60% of the cumulative accounts of all employees under the Plan as determined in accordance with Section 416(g) of the Code and regulations and rulings thereunder.

(ii) Aggregation Group Determination . If the Plan is included in an Aggregation Group, it will be considered top heavy and the provisions of this Section shall be

applicable, if, as of a Determination Date, the sum of accounts (within the meaning of Section 416(g) of the Code and regulations and rulings thereunder) of Key Employees under all defined contribution plans in the group and the cumulative accrued benefits (within the meaning of Section 416(g) of the Code and regulations and rulings thereunder) of Key Employees under all defined benefit plans in such group exceed 60% of the same amounts determined for all employees under all plans included in the Aggregation Group.

(c) Top-Heavy Test . This subsection shall apply for purposes of determining the present values of the amounts of Account balances of Employees as of the determination date.

(i) Distributions During Year Ending on the Determination Date . The present values of the amounts of Account balances of an Employee as of the determination date shall be increased by the distributions made with respect to the employee under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting 5-year period for 1-year period.

(ii) Employees Not Performing Services During Year Ending on the Determination Date . The accounts of any individual who has not performed services for the Employer and its Affiliates during the 1-year period ending on the determination date shall not be taken into account.

(d) Definitions . For the purposes of this Section the following definitions shall be applicable:

(i) Aggregation Group : The words “Aggregation Group” shall mean a Permissive Aggregation Group or a Required Aggregation Group, as applicable.

(ii) Permissive Aggregation Group : The words “Permissive Aggregation Group” shall mean the required aggregation group of plans plus any other plan or plans of the Employer which, when considered as a group with the Required Aggregation Group, would continue to satisfy the requirements of Sections 401(a)(4) and 410 of the Code.

(iii) Required Aggregation Group : The words “Required Aggregation Group” shall mean (1) each qualified plan of the Employer in which at least one Key Employee participates or participated at any time during the Plan Year containing the determination date or any of the four preceding Plan Years (regardless of whether the Plan was terminated), and (2) any other qualified plan of the Employer which enables a plan described in (1) to meet the requirements of Sections 401(a)(4) or 410 of the Code.

(iv) Determination Date : The words “Determination Date” shall mean, with respect to any Plan Year subsequent to the first Plan Year, the last day of the preceding Plan Year, and for the first Plan Year of the Plan, the last day of that Plan Year.

(v) Key Employee : The words “Key Employee” shall mean any Employee described in Section 416(i) of the Code and the Treasury Regulations thereunder.

(vi) Non Key Employee : The words “Non Key Employee” shall mean any Employee who is not a Key Employee.

(vii) Top-Heavy Compensation : The words “Top-Heavy Compensation” shall mean for all purposes under this Section, annual compensation within the meaning of Code Section 415(c)(3) for the Plan Year containing the Determination Date.

(e) Top-Heavy Determination . The Plan Administrator shall determine whether the Plan is a Top-Heavy Plan with respect to each Plan Year and such determination shall be final and binding on all Participants.

7.2 Effect of Article

. If the Plan becomes a Top Heavy Plan in any Plan Year, the provisions of this Article VII will supersede any conflicting provision in the Plan.

Article VIII.
The Committee

8.1 Membership

. The Employer shall appoint a Committee which shall consist of not less than one (1) nor more than seven (7) members who shall be appointed by and serve at the discretion of the Employer. A Committee member may resign at any time upon giving ten (10) days’ prior written notice to the Employer. The Employer may remove any member of the Committee, with or without cause, upon giving ten (10) days’ prior written notice to such member. Vacancies on the Committee caused by resignation, removal or death shall be filled by the Employer. If for any reason the Committee has no appropriately appointed members, the chief executive officer of the Employer shall be deemed to be the Committee.

8.2 Organization and Operation

. The Committee shall elect a Chairman and a Secretary and such other officers as it shall deem appropriate. The Committee shall act by majority vote of its members, which may be taken with or without a meeting, provided a written record signed by a majority of its members is made of any action taken without a meeting. The Committee shall keep a permanent record of its meetings and actions. The Committee may authorize one or more of its members, or a person who is not a member, to execute documents on behalf of the Committee.

8.3 Powers and Duties

. Subject to the limitations of the Plan, the Committee shall from time to time establish rules for the administration of the Plan and the transaction of its business and shall be responsible for filing such reports and disclosures with respect to the Plan as are required by law. The Committee shall construe and interpret the Plan and shall determine all questions arising in the administration, interpretation and application of the Plan. Any construction or interpretation of the terms of the Plan or Trust made by the Committee or Trustee in good faith shall be binding upon the Participants, Beneficiaries, Employees, and any other persons claiming a right or benefit under the Plan. Employment and compensation shall be determined by the Committee from the records of the Employer. The Committee shall establish a written investment policy for each fund which comprises a portion of the Trust Fund. Not less frequently than once every Plan Year, the Committee shall review such investment policy in light of anticipated contributions to the Trust Fund, the liquidity needs of the Trust Fund, the investment performance of the Trust Fund, and other pertinent market information. The Committee shall then alter or reaffirm its investment policy and give the Trustee written notice of its actions.

8.4 Directions to Trustee

. The Trustee reserves the right to disregard any direction which would conflict with any provision of the Plan or Trust. As soon as practicable after a Participant or Beneficiary becomes entitled to a distribution, the Committee shall give written notice to the Trustee, which notice shall include such of the following information and directions as are necessary or advisable under circumstances:

(a) Name, address, Social Security number and date of birth of the Participant and/or Beneficiary;

(b) Reason the Participant and/or Beneficiary is entitled to a distribution;

(d) Time, manner and amount of payments to be made to such Participant and/or Beneficiary; and

(e) Any other information required to enable the Trustee to comply with applicable governmental reporting requirements.

8.5 Exercise of Power in Nondiscriminatory Manner

. In exercising any discretionary or absolute authority under the terms of this Plan, the Committee shall act in a consistent and nondiscriminatory manner treating all Participants in similar circumstances in a similar fashion.

8.6 Claims Procedure .

(a) Filing of Claim . An Employee, former Employee, Participant or Beneficiary (“Claimant”) may request a benefit under the Plan (“Claim”) by notifying the Committee in writing. If the Committee denies the Claim, in whole or in part, it shall provide a written notice of its decision within ninety (90) days after receipt of the Claim which shall include the following items in a manner calculated to be understood by the Claimant:

(i) specific reasons for the denial;

(ii) specific references to pertinent Plan provisions on which the denial is based;

(iii) a description of any additional material or information necessary to perfect the Claim, and an explanation of why such material or information is necessary; and

(iv) an explanation of the review procedure of Section 8.6(b).

(b) Request for Review; Decision . Any Claimant who believes he has been denied improperly any right or benefit under this Plan shall have the right, within sixty (60) days after the earlier of his (i) receipt of formal notice or (ii) actual knowledge of such denial, to file a written appeal requesting reconsideration of the denied Claim to the Executive Committee of BancFirst Corporation. The Claim on appeal shall specify the right or benefit allegedly denied, indicating the action which the Claimant considers necessary to correct such denial and, if permitted by the Committee, stating whether a hearing before the Executive Committee is desired. The Executive Committee shall make its decision within sixty (60) days after receipt of the request for consideration of the Claim. The decision shall be in writing and shall include specific reasons and references to the pertinent provisions of the Plan on which the decision is based.

If the Claimant has requested a hearing before the Executive Committee, the Committee shall notify the Claimant within thirty (30) days after receipt of a Claim, in writing of the date (which shall be no later than sixty (60) days after the date of the notice thereof), time (which shall be during regular business hours), and place of a hearing where such Claimant may appear before the Executive Committee to present arguments and discuss the issue or issues

described in the Claim. The Executive Committee shall make a determination resolving the issues within thirty (30) days after such hearing and shall notify the Claimant of its decision in the manner described above. If the Claimant has, not received written notice of the approval or denial of the Claim within the specified time, the Claim shall be deemed denied.

All decisions shall be made in a nondiscriminatory manner. The decision of the Executive Committee shall be final and binding on all persons affected.

8.7 Indemnification

. The Employer shall indemnify and hold harmless each member of the Committee from any and all claims, loss, damages, expense and liability arising from any action or omission of any action of such member, provided such action or omission of action was in good faith and did not result from such member’s gross negligence or willful misconduct. The Trust Fund may not be used for such indemnification.

8.8 Investment Manager

. The Committee, with the prior written consent of the Employer, shall have the power to appoint one or more Investment Managers who shall have the power to manage, acquire, dispose of, and direct the investment of all or any portion of the Trust Fund pursuant to Article IX of the Plan, and such other terms and conditions as the Committee or Trustee deems desirable. The Committee shall determine a reasonable compensation to be paid to the Investment Manager. Any such appointment shall be made by written instrument naming the Investment Manager and specifying the portion of the Trust Fund which the Committee intends to place under the direction of the named Investment Manager. Such appointment shall become effective only upon the Committee’s receipt of the written acknowledgement by the Investment Manager that it is a fiduciary of the Plan. Any Investment Manager so appointed shall be authorized to employ such agents as it may deem advisable in the discharge of its duties.

8.9 Employment of Agents

. The Committee is authorized to employ attorneys, accountants or any other agents as it deems advisable in the discharge of its duties. Such agents may be the same as are regularly employed by the Employer.

8.10 Unclaimed Benefits

. Each Participant and Beneficiary of a deceased Participant shall file in writing with the Committee from time to time his address and each change of address. Any communication addressed to a Participant or Beneficiary at his last address filed with the Committee, or if no such address was filed, then at his last address as shown on the Employer’s records, shall be binding on the Participant or his Beneficiary for all purposes of the Plan. If the Committee furnishes notice to any Participant or Beneficiary that he is entitled to a distribution pursuant to the Plan and the Participant or Beneficiary fails to claim such distribution or make his whereabouts known to the Committee within three (3) years thereafter, the share shall be disposed of as follows:

(a) If a Participant is missing but the whereabouts of his Beneficiary is known to the Committee, the Committee shall direct the Trustee to make payment to such Beneficiary; or

(b) If the whereabouts of such Participant and his Beneficiary is unknown to the Committee, the Committee shall direct the Trustee to make the distribution of the Participant’s share or balance thereof to the Participant’s then surviving heirs‑at‑law as

determined under the statutes and case law of Oklahoma which are in effect at that time as if the Participant had died immediately upon the expiration of such three (3) year period.

Article IX.
Investments

9.1 Fiduciary Standard

. The Trustee shall hold and invest the Trust Fund as set forth in Articles VIII and IX and shall discharge its duties solely in the interest of Participants and their beneficiaries and:

(a) for the exclusive purpose of providing benefits to such Participants and their Beneficiaries, and defraying reasonable expenses of administering the Plan;

(b) with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of alike character and with like aims;

(d) in a manner that does not constitute prohibited transaction under section 4975 of the Code or sections 406 or 407 of ERISA unless an exemption from such prohibitions is applicable.

The diversification requirement and the prudence requirement insofar as it relates to diversification under ERISA are waived to the extent that the Trustee invests in Qualifying Employer Securities and Employer Securities as provided in this Article. The prudence and diversification requirements are waived when Trust Fund assets are invested in deposits in a bank or similar financial institution supervised by the United States or a state; provided, if a portion of any Participant’s account balance invested in such deposits would exceed the amount insured by the Federal Deposit Insurance Corporation or similar federal insurance agency such Participant must request in writing that the balance in his account be not so invested.

Notwithstanding anything to the contrary herein, the Committee shall at all times have the power but not the obligation to make written directions to the Trustee concerning the investment of the Trust Fund; provided, such directions are not in violation of ERISA. A duly appointed Investment Manager shall have the power to direct the investment of any portion of the Trust Fund subject to its management; provided, such directions are not in violation of ERISA.

9.2 Investment in Employer Securities

. The Plan is designed to be an employee stock ownership plan as defined at Section 4975(e)(7) of the Code by having a substantial part of the Trust Fund be invested in securities of the Employer. The Trustee shall invest the balances in the ESOP Account primarily in Employer Securities as provided herein; provided, the Trustee may retain such amounts as it deems appropriate in cash or other investments until it deems the time is appropriate to acquire such securities. The Trustee may purchase such Employer Securities from the Employer or from any other source, and such Employer Securities may be outstanding, newly issued or treasury securities. All such purchases must be made at fair market values (or in the case of marketable obligations, at a price no greater than provided at Section 2.13 of the Plan) and in the case of purchases from the Employer, must be made in transactions where no commissions are charged.

The determination of the fair market value of Employer Securities and shall be made in good faith and based on all relevant factors existing at the time of such determination. “Fair market value” shall mean the bid price of the Employer Securities as reported by the National Association of Securities Dealers Automated Quotations Systems or, if such stock is listed on any securities exchange, the average of the high and low, or closing sales prices as of the relevant date; provided, if the price of such stock is not reported or listed as aforesaid, or if the Trustee or Committee believe that other relevant factors should be considered, the fair market value of such stock shall be determined by the Trustee as of the relevant date, and the Trustee shall utilize any reasonable and prudent method in determining such fair market value. Employer Securities shall not be considered to be listed on a Securities Exchange solely because such security is traded by brokers through “pink slips”.

All valuations of Employer Securities which are not readily tradable on an established securities market with respect to activities carried on by the Plan shall be made by an independent appraiser as prescribed under Section 401(a)(28 (C) of the Code. If a transaction involves the purchase of such stock from a “disqualified person,” as defined at Section 4975(e)(2) of the Code, the fair market value of such stock shall be determined on or about the date of such transaction and consider all relevant and applicable factors existing at such date. The Trustee shall not obligate itself to acquire securities from a particular security holder at an indefinite time determined upon the happening of an event, such as the death of the holder.

9.3 Voting of Employer Securities

. Each Participant or Beneficiary shall have the right to vote shares of Employer Securities allocated to such Participant’s or Beneficiary’s accounts; provided, if the Employer does not have a registration‑type class of securities, Participants or Beneficiaries shall have the right to vote shares of Employer Securities allocated to such Participant’s or Beneficiary’s accounts only with respect to any corporate matter which involves the voting of such shares to approve or disapprove any corporate merger or consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all of the assets of a trade or business, to the extent required by sections 401(a)(22) and 409(e) of the Code and regulations thereunder or such other matter as the Secretary of the Treasury may prescribe in Treasury Regulations. For purposes of voting as described herein, each Participant shall be a Named Fiduciary of the Plan as described in section 402(a)(2) of ERISA.

Participants or Beneficiaries entitled to vote shares of Employer Securities allocated to their accounts shall be notified of each occasion for the exercise of such voting rights within a reasonable period before such rights must be exercised. Such notification shall be made by the Committee or Employer pursuant to the normal procedures for communication with shareholders and shall include all information distributed to shareholders by the Employer regarding the exercise of such rights together with a form on which voting instructions may be given to the Trustee. The right to vote such shares must be exercised by directing the Trustee as to the manner in which such shares shall be voted. The Trustee shall hold Participants’ voting instructions in complete confidence. Upon request by the Employer or contesting party, the Trustee may inform such party only of the number of shares of Employer Securities upon which voting instructions have been received and shall not disclose the manner in which such shares are to be voted until such votes are cast.

Unless otherwise prohibited by law or regulation, the Trustee shall vote all Employer Securities which have not been allocated to Participant accounts; which have been allocated to Participant accounts and for which the Participant has not provided voting instruction, and in all matters where voting rights are not available to Participants.

Neither the Committee nor the Trustee shall make any recommendation to a Participant or Beneficiary regarding the exercise of any voting or other right; provided, nothing in this Section shall prohibit the Employer from soliciting proxies or making recommendations to shareholders. Other rights associated with Employer Securities shall be exercised in the same manner and to the same extent as voting rights.

9.4 Payment of Dividends

. The Employer, in its sole discretion, may designate that cash dividends paid with respect to Employer Securities be applied under one of the following options:

(a) the dividends may be paid in cash directly by the Employer to Participants based on the number of shares allocated to such Participant’s accounts; or

(b) the dividends may be paid in cash to the Trustee and applied to the payment of principal and interest on the balance of any Exempt Loan which is outstanding without regard to the Employer Securities which have been or are allocated or held in the suspense account pending their release from encumbrance; provided, only dividends on Employer Securities which have been acquired with an Exempt Loan may be used for this purpose. This provision shall apply only if Employer Securities with a fair market value of not less than the amount of the dividends are allocated to Participant accounts for the year in which the dividends would have been allocated to Participant accounts had they not been designated for payment on the Exempt Loan. Only dividends related to Employer Securities acquired by the Plan on or after August 4, 1989, may be used under this subsection (b).

(c) the dividends paid with respect to shares of Employer Securities allocated to Participants’ ESOP Accounts may be allocated among and credited to the Accounts maintained in the Plan for each Participant to reflect assets other than Employer Securities ( a ”Participant’s Cash Account”) in accordance with the number of shares of Employer Securities allocated to each such Participant’s ESOP Account compared to the number of shares of Employer Securities allocated to all Participants’ ESOP Accounts. Amounts held in Participants’ Cash Accounts may be reinvested in additional shares of Employer Securities subject to the Participant’s rights to diversify pursuant to Section 9.6.

Dividends used for purposes of one of the alternatives above shall be a deductible contribution by the Employer pursuant to Section 404(k) of the Code in addition to any other deduction allowed under Section 404 of the Code. The deduction shall apply to the Employer’s taxable year in which the dividends are paid or distributed to Participants. If dividends are applied under subsection (b) above, the deduction shall apply to the Employer’s taxable year in which the loan payment occurs. In no event may such dividends be used for the evasion of taxation.

9.5 Tender Offers

. Notwithstanding anything to the contrary in the Plan, if there is a transaction involving Employer Securities which is evidenced by the filing of a Schedule 14D‑1 with the Securities and Exchange Commission (“SEC”) or any other similar transaction [other than a tender by the Employer or one of its affiliates] (“Tender Offer”), the following rules shall apply:

(a) During the pendency of the Tender Offer, all new purchases of Employer Securities by the Plan shall be suspended. Subject to the direction of the Committee and until the termination of such Tender Offer, the Trustee shall invest available cash in savings accounts, certificates of deposit, high‑grade short‑term securities, stocks, bonds or other investments deemed by the Committee to be desirable investments for the Trust Fund.

(b) To the extent possible and only for purposes of the response to the Tender Offer, all or Employer Securities held in the Trust Fund and which have not yet been allocated to Participants’ accounts shall be allocated to Participant accounts, pursuant to Section 5.2, as if the date the relevant documents are first filed with the SEC (“Filing Date”) is a Valuation Date. Such allocation shall be made on the basis of relative Compensation paid to Participants from the beginning of the Plan Year through the last pay period ending before the Filing Date. The interim allocation under this subsection is solely for purpose of the special Tender Offer provisions of this Section and shall not accelerate vesting or otherwise affect Participants’ account balances or other interests in such Qualifying Employer Securities. All allocations under the Plan for all purposes other than this Section shall be made without regard to the interim allocation required by this subsection.

(c) The Trustee shall request confidential written instructions from Participants with regard to whether they wish the Trustee to tender pursuant to the Tender Offer the Employer Securities credited to their accounts, including shares, if any, allocated to the Participant’s accounts under the special interim allocation provisions of subsection (b). To obtain such instructions, the Trustee shall distribute and/or make available to each affected Participant all or any portion of the following materials deemed relevant by the Trustee:

(i) A copy of the description of the terms and conditions of the Tender Offer filed with the SEC.

(ii) If requested by the Employer, a statement from Employer’s management setting forth its position with respect to the Tender Offer which has been filed with the SEC and/or a communication from the Employer given pursuant to 17 C.F.R. 240.144‑9(e), as amended.

(iii) A form on which a Participant may instruct the Trustee to tender in response to the Tender Offer all shares of Employer Securities held in such Participant’s accounts. The instruction form shall state that if the Participant fails to return such form to the Trustee by the indicated deadline, the Trustee shall not tender any Employer Securities held in the Participant’s accounts.

(iv) Such additional material or information as the Trustee may consider necessary to assist Participants.

(d) The Trustee shall take such additional action as it considers appropriate under the circumstances to ensure each Participant is made aware of his right to respond to the Tender Offer.

(e) The Employer shall furnish Participants who have received distributions of Employer Securities but are not yet shareholders of record with the information given to Participants pursuant to subsection (c). The Trustee is authorized to tender any Employer Securities received from such former Participants in accordance with their instructions.

(f) The Committee or the Trustee shall not have the authority or responsibility to express any opinion or give any advice or recommendation to any Participant concerning the Tender Offer.

(g) The Trustee shall sell, convey, or otherwise transfer Employer Securities pursuant to the terms and conditions of the Tender Offer in accordance with the directions received from Participants with respect to shares allocated to their accounts including shares, if any, allocated in accordance with subsection (b). The Trustee shall not sell, convey or otherwise transfer pursuant to the Tender Offer any Employer Securities for which instructions are not received from Participants; provided, the Trustee shall have sole discretion to sell, convey or transfer Employer Securities which have not been allocated to Participant’s accounts, either under the allocation provisions of Section 5.2 or the special interim allocation provisions of subsection (b).

(h) The Trustee shall hold in confidence Participants’ instructions with regard to the tender of Employer Securities allocated to Participants’ accounts. The Trustee shall not disclose any such instructions to the Employer, the Committee or any officer, director, employee or representative of either the Employer or the Committee.

(i) If Employers Securities are sold pursuant to the Tender Offer, the Committee or a duly appointed Investment Manager shall instruct the Trustee regarding the investment of the proceeds of such sale in accordance with the terms of this Plan.

9.6 Diversification of Participant Accounts

. Any Participant who has attained the age of fifty‑five (55) and completed ten (10) years of participation service with the Employer (“Qualified Participant”) shall have the right to direct the Trustee as to the investment of any of his accounts in which Employer Securities are allocated. Such Participant may elect within ninety (90) days following the end of each Plan Year in the Qualified Election Period to diversify twenty‑five percent (25%) of such account balances, less any amount to which a prior election applies. In the last year of a Participant’s Qualified Election Period, such Participant may elect to diversify fifty percent (50%) of such account balances, less any amount to which a prior election applies. The term “Qualified Election Period” means the six (6) Plan Year period beginning the first Plan Year in which a Participant becomes a Qualified Participant.

The Plan may meet the requirements of this Section and Section 401(a)(28) of the Code by either offering at least three investment options, transferring the portion of the Participant’s Account covered by the election to an account in favor of the Participant in the BancFirst Corporation Thrift Plan or distributing the portions of the Participant’s account covered by the

election within ninety (90) days after the election is made. To the extent such distribution would be an in‑service distribution, it shall be permissible under the Plan.

Article X.
The Trust

10.1 The Trust and Trust Fund

. By signing this document, the Employer establishes the Trust to hold and distribute the Trust Fund in accordance with the provisions of the Plan Documents. Except to the extent that ERISA applies, the laws of the State of Oklahoma shall govern, control, and determine all questions arising with respect to a Trustee acting pursuant to the provisions of this Agreement, including the validity of its provisions. This Agreement shall be interpreted in a manner consistent with the intent to satisfy the relevant provisions of Code §401(a) and such other provisions of the Code that apply to the Plan.

The Trust Fund consists of the assets held at any time, and from time to time, by the Trustee under the Trust (including assets held by an 81-100 trust which may be maintained or administered by an Investment Manager, or assets held by a custodian, transfer agent, broker/dealer, or other entity subject to a proper arrangement with the Trustee) and shall consist of contributions received by the Trustee and all manner of investments, and the proceeds thereof, attributable to those contributions. The Trust Fund shall include only those assets that the Trustee accepts and which are actually received by the Trustee. The Trust Fund shall be valued at current fair market value as of the last day of the Plan Year and, at the discretion of the Plan Administrator, may be valued more frequently. The valuation shall take into consideration investment earnings credited, expenses charged, payments made, and changes in the values of the assets held in the Trust Fund. The Account of a Participant shall be credited with its share of the gains and losses of the Trust Fund as follows:

(i) that part of a Participant’s Account invested in a funding arrangement or other investment vehicle which establishes an account or accounts for such Participant thereunder shall be credited with the gains or losses from such account or accounts; and

(ii) that part of a Participant’s Account, which is invested in other funding arrangements or other investment vehicles shall be credited with a proportionate share of the gains or losses of such investments, determined by multiplying the gain or loss of the investment by the ratio of (a) the part of the Participant’s Account invested in such funding arrangement or other investment vehicle to (b) the total of the Trust Fund invested in such funding arrangement or other investment vehicle.

The corpus or income of the Trust Fund shall not be used for, or diverted to, purposes other than for the exclusive benefit of the Participants, retired Participants, or their Beneficiaries. The Trustee accepts this appointment by executing this Agreement.

10.2 The Trustee

. The Employer has appointed the Trustee to serve pursuant to this document and the Trustee, by its execution of this document or a counterpart has agreed to serve as a directed Trustee as provided herein.

The Employer may remove the Trustee upon thirty (30) days prior notice. The Trustee may resign at any time upon thirty (30) days notice to the Employer, or, with the consent of the Employer, the Trustee may resign with less than thirty (30) days prior notice. Upon such removal

or resignation of the Trustee, the Employer shall appoint a Successor Trustee who shall have the same powers and duties as those conferred upon the Trustee hereunder. The Successor Trustee must accept such appointment in writing for the appointment to become valid, at which point only will the Trustee’s appointment as such be considered to have terminated and the Successor Trustee shall become the Trustee under this Agreement.

If the Successor Trustee fails to accept the appointment, or if the Employer fails to appoint a Successor Trustee within thirty (30) days of the resignation or removal of the Trustee, then the Employer shall appoint the President, or such other officer of the Employer who is eligible, Successor Trustee and such person shall be deemed to have filed his or her acceptance of appointment as the Successor Trustee.

When appointment has been accepted, or deemed accepted, by a Successor Trustee, the removed or resigning Trustee must assign, transfer, pay over, and deliver to the Successor Trustee all of the Trust Fund, less any unpaid fees or expenses, and such relevant records as the Trustee may possess. No Successor Trustee shall be obliged to examine the accounts, records, and acts of any previous Trustee or Trustees, and such Successor Trustee in no way or manner shall be responsible for any action or omission to act on the part of any previous Trustee.

10.3 Duties of the Trustee

. The Trustee shall accept Contributions forwarded to the Trustee to be held in the Trust and shall hold the Trust Fund and administer it according to the provisions of this Agreement. The Trustee has no duty to demand or require that Contributions be made to the Trust, nor shall the Trustee be liable to determine the amount of any Contributions to the Trust or the adequacy of such Contributions to meet or discharge any liabilities of the Employer or the Plan.

The Plan Administrator administers the Plan. The Trustee is not responsible for any aspect of its administration. A Named Fiduciary, as defined in ERISA, who is granted such power and authority by the Plan document may appoint an Investment Manager to manage, including the power to acquire and dispose of, any assets of the Plan. The Trustee is not responsible for any aspect of an Investments Manager’s advice, control or management. The Trustee is not required to look into any action taken by the Employer, the Plan Administrator, a Named Fiduciary, a Participant, or an Investment Manager, and will be fully protected in taking, permitting, or omitting any action on the basis of their instructions or direction. Any instructions, notice, or direction by the Employer, the Plan Administrator, a Named Fiduciary, a Participant, or an Investment Manager, given in accordance with the provisions of the Plan Documents shall be given or made as described in this Agreement; any attempted instruction, direction, or notice made in any other format shall be void and of no effect and the Trustee shall not act on such. The Employer will indemnify the Trustee by satisfying any liabilities the Trustee may incur in acting according to the Trust provisions upon instruction, direction, or notice from the Employer, the Plan Administrator, a Named Fiduciary, Participant, or an Investment Manager.

10.4 Directed Powers of the Trustee

. The Trustee shall have the following powers with respect to the Trust Fund as appropriate under this Agreement and subject to direction or instruction by the Plan Administrator, Named Fiduciary, Investment Manager, or Participant, as appropriate under the Plan Documents. In no event shall the Trustee be required to review such

directions or instructions, and the Employer shall indemnify and protect the Trustee from any claims resulting from following such directions. The Trustee shall have the following powers:

(a) to receive and hold Contributions forwarded to it under this Agreement and to invest the Trust Fund in one or more of the following as directed by the Plan Administrator, a Named Fiduciary, a Participant, or an Investment Manager:

(1) Custodial arrangements;

(2) Loans to Participants, provided such loans are duly authorized by the Plan Documents and that such authorization meets the requirements of both ERISA and the Code;

(3) Cash or other short-term investments including money market funds;

(4) Common or preferred stock of the Employer or an affiliate of the Employer, provided the securities are qualifying employer securities, as defined in ERISA §407, and are regularly traded on a national securities exchange ("Qualifying Employer Securities");

(5) Exchange traded debt and equity securities, mutual fund shares; and

(6) Such assets, securities, or investment options as may be necessary to effectuate the purpose of this Trust.

(7) 81-100 trust; provided, however, that as long as the Trustee holds any units in an 81-100 trust hereunder, the instruments establishing and or amending any such 81-100 trust shall be adopted and made part of this Trust as though fully set forth herein;

(b) to sell, exchange, convey, transfer, or otherwise dispose of any property held by it, by private contract or at public auction;

(c) to vote on all matters as directed by the Employer or the Participant pertaining to all securities and mutual fund shares held in the Trust Fund (other than Qualifying Employer Securities). The Trustee shall vote any securities and mutual fund shares that may be held by it solely as directed by the Employer or the Participant in accordance with this Trust Agreement. If the Trustee receives timely directions on how to vote securities or mutual fund shares with regard to fewer than all of the securities or mutual fund shares subject to the vote, the Trustee shall vote such undirected securities or mutual fund shares in the same proportion as those for which it has received timely direction. The Trustee shall be under no duty to investigate any matter relating to a vote and shall have no power or authority to vote other than as set forth in this agreement;

(d) if any securities and mutual fund shares are held in an alternate arrangement (other than a self-directed brokerage account), including an 81-100 trust, a sub-

trust, ancillary trust or in a custodial arrangement, to inform the trustee or custodian of such alternate arrangement of the voting directions the Trustee has received with regard to securities or mutual fund shares held in such alternate arrangement and to identify the securities or mutual fund shares with respect to which the Trustee has received partial or no direction or instruction. Those securities shall then be voted in accordance with the documents governing the 81-100 trust, sub-trust, ancillary trust or custodial arrangement. Nothing in this agreement shall be held as changing or affecting such other trusts or agreements. The Trustee shall have no power or authority to act otherwise than as set out in this paragraph with regard to votes on the securities and mutual fund shares described in this paragraph;

(e) to vote and tender Qualifying Employer Securities held hereunder in the manner described in the Plan, or if Qualifying Employer Securities are held in a sub-trust or ancillary trust to inform the trustee of the voting directions the Trustee has received and to identify the Qualifying Employer Securities with respect to which the Trustee has received no direction or instruction;

(f) to vote and tender securities and mutual fund shares held in a self-directed brokerage account in the manner described in the Plan and any applicable brokerage account agreements;

(g) to open such brokerage accounts with a broker/dealer on behalf of the Trust, as may be necessary to effect transactions in securities held in the Trust Fund.

10.5 Complementary Powers of the Trustee

. In exercising its powers under section §10.4 of this Agreement and discharging its duties generally under this Agreement, the Trustee shall have the following powers with respect to the Trust Fund:

(a) to employ, and pay reasonable compensation to, agents, brokers, broker/dealers, attorneys, accountants, custodians, sub-trustees, ancillary trustees, or other persons, whose advice or services the Trustee may deem necessary in carrying out its duties and powers under this Agreement;

(b) to make, execute, acknowledge, and deliver any instruments that may be necessary to carry out the powers granted it including, custodial, 81-100 trust, sub-trust or ancillary trust agreements;

(c) to consult with legal counsel, including the Employer’s counsel, with respect to the meaning or construction of, or the Trustee’s obligations or duties under, the Plan Documents, and Trust, or with respect to any action or proceeding or any question of law. The Trustee shall be fully protected with respect to any action it takes in good faith pursuant to the advice of such counsel;

(d) to enforce any right, obligation, or claim and, in its absolute discretion, to protect in any way the interest of the Trust Fund and, if the Trustee considers such action for the best interests of the Trust Fund, to abstain from the enforcement of any right, obligation, or claim and to abandon any property which it has held;

(e) to institute, maintain, or defend any litigation necessary in connection with the administration of the Trust, provided the Trustee shall be under no duty or obligation to do so unless it shall be indemnified to its satisfaction against all expenses and liabilities which it may sustain or be paid reasonable compensation for its own extraordinary services in connection therewith;

(f) to hold assets in the Trustee’s name or in the name of a nominee and to cause assets to be held by such custodian, 81-100 trust, sub-trustee or ancillary trustee, transfer agent, broker/dealer, or other party as appropriate to carrying out the Trustee’s duties under this Agreement;

(g) to do all things necessary, in the Trustee’s judgment, for the proper performance of the Trustee’s duties under this Agreement;

(h) to assume, until advised to the contrary, that the Trust is qualified under Code §401(a); to make appropriate custodial arrangements with a benefits paying agent for the payment of benefits under the Plan.

10.6 Expenses

. Unless the Employer pays such expenses directly to the Trustee, the Trustee shall be reimbursed for all expenses incurred by the Trustee in exercising its powers and carrying out its duties under this Agreement and for such reasonable compensation for the Trustee as may be agreed upon from time to time by the Employer and the Trustee from the Trust Fund, either as directed by the Employer, Plan Administrator, a Named Fiduciary, or Investment Manager, as appropriate in accordance with the Plan Documents or pro rata with respect to each of the investments of each Participant’s Account and, within the Participant’s Account, pro rata with regard to the securities, Mutual fund shares or other investments attributable to that Participant’s Account including investments in 81-100 trusts, sub-trusts or ancillary trusts, or custodial arrangements. The Trustee may also pay other expenses of the Plan, as directed by the Plan Administrator, a Named Fiduciary, or Investment Manager, as appropriate in accordance with the Plan, from the Trust fund in the same manner as described above. The Trustee is hereby authorized to collect expenses and compensation as described above.

10.7 Accounting

. The Trustee or its designee shall maintain true and accurate records and accounts reflecting all receipts and disbursements of the Trust Fund and containing a description of all Trust Fund assets held hereunder. These records will be open, at the Trustee’s regular place of business, to inspection and audit by the Employer, the Plan Administrator, Investment Manager, and Named Fiduciary at all reasonable times.

Writing (handwriting, typing, printing), photostating, photographing, microfilming, magnetic impulse, mechanical or electrical recording, or other forms of data compilation shall be acceptable means of keeping records.

The Trustee or its designee shall file all reports, returns, and information required to be filed by Trustees under the Code and regulations and rulings issued under the Code.

The Trustee or its designee shall file with the Employer an accounting of its transactions as soon as practical after the first day of each Plan Year or any other date specified. Any such

report or accounting is open to inspection by a Participant for a period of sixty (60) days following the date it is filed. At the end of the sixty-day period, the Trustee is released and discharged as to any matters set forth in the report or account, except with respect to any act or omission as to which a Participant, the Employer, the Plan Administrator or the Named Fiduciary has filed a written objection within the sixty-day period.

In preparing its reports, the Trustee shall be permitted to rely upon, and deem accurate without the need for independent verification, reports furnished to the Employer, Plan Administrator, or Trustee by the Insurer, any Investment Manager, and any investment fund or custodian.

10.8 Investment Manager

. Upon receipt of written notice from the Committee of an appointment of an Investment Manager pursuant to Section 8.8, the Trustee shall segregate in its records that portion of the Trust Fund which the Investment Manager shall manage. With respect to any portion of the Trust Fund subject to management of the Investment Manager, the Trustee shall follow the directions of the Investment Manager until notified in writing of the resignation or removal of the Investment Manager. The Trustee shall be under no duty or obligation to review or make recommendations with respect to any investment decision of the Investment Manager. The Trustee shall not be liable for any acts or omissions of an Investment Manager, or be under any obligation to invest or otherwise manage any asset which is subject to the management of the Investment Manager; provided the Trustee does not knowingly participate in, or knowingly undertake to conceal an act or omission of an Investment Manager when the Trustee knows such act or omission is a breach of the Investment Manager’s fiduciary responsibility.

10.9 Distributions

. On receipt of a written order from the Committee certifying that a Participant’s benefits and/or a withdrawal of the Participant’s contributions are payable pursuant to the Plan, the Trustee shall take such action as may be necessary to make distribution in such form and at such time as the order for payment so directs. However, before making any such distribution in the event of a Participant’s death, the Trustee shall be furnished with any and all certificates, tax waivers and other documents which may be requested as the Trustee shall deem proper.

10.10 Deliver of Notices, Proxy Statements and Other Documents

. The Trustee shall deliver or cause to be delivered to the Committee all notices, prospectuses, financial statements, proxies and proxy soliciting materials relating to the Trust Fund.

10.11 Returns and Reports

. The Employer shall furnish to the Trustee, and the Trustee shall furnish to the Employer such information relevant to the Plan as may be required under the Code and ERISA. The Trustee shall keep such records, make such identification, and file with the Internal Revenue Service and the Department of Labor such returns and other information concerning the Trust as may be required of it under the Code and ERISA. The Committee shall fulfill any obligations imposed on the Employer by ERISA concerning the Plan. Each Participant shall be given all reports required by ERISA.

10.12 Liability of the Trustee; Reliance on Instructions

. The Trustee shall not be responsible for the purpose or propriety of any distribution made pursuant to Section 8.4 or for

any action or non‑action taken pursuant to the written instructions of the Employer or the Committee, including investment directions, provided these instructions are made in accordance with the terms of this Plan and are not contrary to ERISA. Communications to the Trustee shall be addressed to it at such address as the Trustee may specify in writing to the Employer. No communication shall be binding upon the Trustee until it is received by the Trustee in writing. Communications to the Employer shall be addressed to it at such address as the Employer may specify in writing to the Trustee. No communication shall be binding upon the Employer until it is received by the Employer in writing.

10.13 Taxes

. Any income, gift, estate, inheritance, or other taxes of any kind whatsoever, including transfer taxes incurred in connection with the investment, reinvestment or distribution of the assets of the Trust; that may be levied or assessed in respect to such assets or the income thereon shall, if allocable to the account or interest of specific Participants, be charged to such accounts or interests, and if not so allocable, shall be charged as directed by the Committee.

10.14 Resignations, Removals and Appointments

. The Trustee or any successor Trustee may resign at any time upon giving thirty (30) days’ prior written notice to the Employer. The Employer may remove the Trustee or any successor Trustee with or without cause and appoint a successor Trustee upon giving thirty (30) days’ prior written notice to the incumbent Trustee. Any successor Trustee shall succeed to the rights, powers, duties and responsibilities of the Trustee under this Plan upon receipt of the Trust Fund from the predecessor Trustee.

The resigning or removed Trustee shall transfer and deliver the Trust Fund to the successor Trustee upon receipt of such documents as the resigning or removed Trustee deems appropriate to establish the appointment of and acceptance by the successor Trustee. If such documentation is not provided on or before the effective date of the Trustee’s removal or resignation, such Trustee may apply to the appropriate court for instruction.

A final account shall be rendered by a terminated Trustee at the time the administration of the Trust is turned over to a successor Trustee. Any objections to the final account of a resigning Trustee shall be made within sixty (60) days from the date it is submitted to the Employer.

10.15 Voting; Action With or Without Meeting

. If more than one individual or entity are serving as Co‑Trustees, they shall act by a majority vote of all individuals and entities serving as such. Such vote may be taken with or without a meeting, provided a written record signed by a majority of the individuals and entities serving as Trustee is made of any action taken without a meeting. The Trustee shall keep a permanent record of their meetings and actions. The Trustee may authorize one or more individuals or entities to execute documents on their behalf.

10.16 Restrictions on Trustee’s Powers

. Notwithstanding anything to the contrary herein, the Trustee shall have no power to use or divert any part of the Trust Fund to purposes other than for the exclusive benefit of the Participants, former Participants, and their Beneficiaries under the Plan.

10.17 Directions by Committee

. Notwithstanding anything to the contrary herein, the Committee shall at all times have the power but not the obligation to direct the Trustee in the exercise of any of its powers, provided such directions are not in violation of ERISA. When acting under such directions the Trustee, subject to ERISA Section 410(a), shall be free of all liability whatsoever arising as a result of, or attributable to, its action or failure to act pursuant to such directions. In the absence of any such directions the Trustee shall be free to exercise its powers hereunder in its own discretion.

10.18 Third Parties Reliance Upon Trustee’s Authority

. No person receiving property from; delivering property to, or having any other transaction with the Trustee shall be obligated to look to the propriety of the acts of the Trustee in connection therewith or to the application of the property or money received by such Trustee, provided such person is acting in good faith.

10.19 Indemnification

. In recognition of the burden and cost of litigation and other costs which may be imposed upon the Trustee as a result of an act or omission over which the Trustee has no responsibility or control and in consideration for the Trustee’s execution of this Plan, the Employer agrees to indemnify the Trustee against all liabilities and claims (including reasonable attorney fees and expenses in defending against such liabilities and claims) against the Trustee on account of the Plan arising from any action or inaction of the Trustee pursuant to the direction of a fiduciary other than the Trustee. In addition, such indemnity shall include all claims and liabilities arising from any breach of fiduciary responsibility by a fiduciary other than the Trustee unless the Trustee knowingly participates in, or knowingly undertakes to conceal, and act or omission of such other fiduciary, knowing such act or omission is a breach, or, by its failure to comply with Section 404(a)(1) of ERISA, in the administration of its specific responsibilities which give rise to its status as a fiduciary, it enables such other fiduciary to commit a breach, or if it has knowledge of a breach by such other fiduciary and fails to make reasonable efforts under the circumstances to remedy the breach. The performance by the Trustee of trades, custody, reporting, recording and bookkeeping with respect to assets managed by another fiduciary shall not be deemed to give rise to any participation or knowledge on the part of a Trustee. The undertakings of this Section shall survive the amendment and termination of this Plan or the resignation or removal of the Trustee and shall be construed as a contract between the Employer and the Trustee under the laws of the State of Oklahoma.

10.20 Second Trust

. Upon written notice from the Employer of the appointment of a second trustee to acquire and manage a portion of the Trust Fund and upon the acceptance of such appointment by such second trustee, the Trustee shall transfer to the second trustee that portion of the Trust Fund the Employer designates for management and control by the second trustee. That portion of the Trust Fund held by a second trustee shall for purposes of this Plan and Trust be deemed to be assets of this Plan. The provisions of this Plan shall govern such second trustee as though such second trustee had been initially appointed as the original Trustee in this Plan and Trust. After the appointment of the second trustee, the Employer may direct transfers of assets between both trustees. Neither the original Trustee established under this Trust nor such second trustee shall be responsible for or liable for any loss resulting from the management and control of the assets of the Plan held by the other trustee.

10.21 Merger or Consolidation

. In the event any corporate Trustee shall be converted into, merge or consolidate with, or sell or transfer substantially all of its assets and business to

another corporation, the corporation resulting from such conversion, merger or consolidation, or the corporation to which such sale or transfer is made shall become the Trustee under this Plan with the same effect as though originally so named.

Article XI.
Amendments and Termination

11.1 Amendment of Plan

. Subject to the limitations on amendments set forth in this Section, the Board of Directors of BancFirst Corporation shall have the right to alter or amend this Plan at any time in whole or in part; provided, no amendment shall authorize or permit any part of the Trust Fund to be used or diverted to any purpose other than the exclusive benefit of the Participants, former Participants or their Beneficiaries, nor shall any amendment deprive any Participant of the portion of his account vested in such Participant as determined under Section 6.2 if such Participant’s employment were terminated at the time of amendment, nor shall any amendment or termination of the Plan deprive a Participant from electing to receive his distribution in Qualifying Employer Securities and Employer Securities, exercising his rights to vote Qualifying Employer Securities and Employer Securities, exercising his rights with respect to any “Put Option” granted to him under this Plan, or allow any Qualifying Employer Securities acquired with the proceeds of an Exempt Loan to become subject to a put, call, buy, sell or other similar arrangement when held by or distributed from the Plan (whether or not the Plan then qualifies under Section 4975 of the Code) except as set forth at Section 6.13 of the Plan. Any amendment shall become effective upon adoption by the Board of Directors followed by delivery of a written copy thereof to the Trustee.

No amendment hereof by BancFirst Corporation, unless made to secure the approval of the Internal Revenue Service or other government bureau or agency, shall:

(a) decrease any Participant’s account balance, benefit, or eliminate an optional form of distribution, except a Participant’s account balance may be reduced to the extent permitted under Section 412(c)(8) of the Code;

(b) change the duties or responsibilities of the Trustee without the written consent or approval of the Trustee; or

(c) cause or permit the Trust Fund or any portion thereof to be used or disbursed for the benefit of the Employer, it being understood that the Trust Fund shall at all times be held, administered and distributed for the exclusive benefit of Participants and Beneficiaries.

11.2 Termination of Plan

. The Employer may at any time terminate the Plan and may direct and require the Trustee to liquidate the Trust Fund. In the event the Employer shall cease to exist for any reason, the Plan shall terminate and the Trust Fund shall be liquidated, unless the Plan is adopted by a successor pursuant to Section 13.8. In the event of the termination, partial termination, or complete discontinuance of contributions hereunder, the account balances of each Participant will become nonforfeitable and distribution shall be made in accordance with the provisions of Article VI.

11.3 Suspension and Discontinuance of Contributions

. If the Board of Directors decides it is impossible or inadvisable to continue to make contributions to the Plan, it shall have the power by appropriate resolution or decision to:

(a) suspend contributions to the Plan;

(b) discontinue contributions to the Plan; or

Suspension shall be a temporary cessation of contributions and shall not constitute or require a termination of the Plan. A discontinuance of contributions shall not constitute a formal termination of the Plan and shall not preclude later contributions, but all ESOP Accounts not theretofore fully vested shall become fully vested in the respective Participants notwithstanding the provisions of Section 6.2. In such event, Employees who become eligible to enter the Plan subsequent to the discontinuance shall receive no benefits. After the date of a discontinuance of contributions, the Trust shall remain in existence as provided in this Section and the provisions of the Plan and Trust shall remain in force. A certified copy of such decision or resolution shall be delivered to the Trustee, and, as soon as possible thereafter, the Trustee shall send or deliver to each Participant or Beneficiary concerned a copy thereof.

11.4 Merger of Plan

. In the event of a merger or consolidation with, or transfer of assets and liabilities to any other plan, provision shall be made so that each Participant in the Plan on the date thereof (if the Plan then terminated) will be entitled to receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit which such Participant would have been entitled to receive immediately prior to the merger, consolidation or transfer (if the Plan had then terminated).

11.5 Liquidation of Trust Fund

. Upon a complete or partial termination of the Plan, the accounts of all Participants and Beneficiaries shall be fully vested. Upon a termination requiring a partial or complete distribution of Plan assets, the Trustee shall convert the proportionate interest of such Participants and Beneficiaries in the Trust Fund to cash and, after deducting all charges and expenses, the Committee shall adjust the balances of such accounts as provided in Section 5.5 or 5.7, treating the termination date as the current valuation date. The Trustee shall distribute, as soon as administratively feasible, the amount to the credit of each such Participant and Beneficiary as the Committee shall direct.

Article XII.
Concerning Other Qualified Plans

12.1 Transfer from Other Qualified Plans of the Employer

. The Employer may cause to be transferred to the Trustee all or any of the assets held in respect to any other plan or trust which satisfies the applicable requirements of the Code relating to qualified plans and trusts which are maintained by the Employer for the benefit of its Employees. Any such assets so transferred shall be accompanied by written instructions from the Employer, the Trustee, custodian, or other individual holding such assets setting forth the Participants for whose benefit such assets have been transferred, showing separately the respective contributions by the Employer and by the Participants, the current value of the assets attributable thereto, and such other information as may be required by the Committee. Upon receipt of such assets and instructions, the Trustee shall thereafter proceed in accordance with the provisions of the Trust.

12.2 Transfer to Other Qualified Plans

. The Employer, by written direction to the Trustee, may transfer some or all of the assets held under the Trust to another plan or trust meeting the requirements of the Code relating to qualified plans and trusts. In the event of any merger or consolidation with or transfer of assets and liabilities to any other plan, provision shall be made so that each Participant in the Plan on the date thereof (if the Plan then terminated) will be entitled to receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately prior to the merger, consolidation or transfer (if the Plan had then terminated).

12.3 Transfer from Other Qualified Plans

. The Committee may cause to be transferred to the Trustee all or any of the assets held in respect to any other plan or trust permitting such transfer which plan or trust has satisfied the applicable requirements of the Code relating to qualified plans and trusts. Any such assets so transferred shall be accompanied by written instructions from the trustee, custodian or individual holding such assets setting forth the Participants or Employees for whose benefit such assets have been transferred, showing separately the respective contributions by the employer and the Participants or Employees, the current value of the assets attributable thereto, and such other information as may be required by the Committee. Upon receipt of such assets and instructions, the Trustee shall thereafter proceed in accordance with the provisions of the Trust. The Trustee shall not accept a transfer from a plan which is required to comply with the provisions of Section 401(a)(11) of the Code unless the Plan is amended to contain the provisions required by such Section.

Article XIII.
General

13.1 Not Contract Between Emp1oyer and Employee

. Neither the creation of this Plan, nor any amendment to it, nor the creation of any fund, nor the payment of benefits hereunder shall be construed as giving any legal or equitable right to any Employee against the Employer, its officers or Employees, or against the Trustee except as provided herein, and all liabilities under this Plan shall be satisfied, if at all, only out of the Trust Fund held by the Trustee (subject to Section 410(a) of ERISA). Participation the Plan shall not give any Employee any right to be retained in the employ of the Employer, and the Employer hereby expressly retains the right to hire and discharge any Employee, at any time with or without cause, as if this Plan had not been adopted, and any such discharged Employee shall have only such rights or interests in the Trust Fund as may be specified herein.

13.2 Governing Law

. The validity, construction and administration of this Plan shall be determined under ERISA and regulations issued pursuant thereto, and, to the extent not so governed, by the laws of the State of Oklahoma, without regard to the conflict of laws principles.

13.3 Counterpart Execution

. This Plan may be executed in two or more counterparts, all amendments thereto may be so executed, and any one of the executed copies shall be deemed an original.

13.4 Severability

. Every provision of this Plan is intended to be severable. If any term or provision hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity of the remainder of this Plan.

13.5 Spendthrift Provision

. Except as provided in Section 13.6, benefits payable under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, including any such liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of the Employee, prior to actually being received by the person entitled to the benefit under the terms of the Plan. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. The Trust Fund shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits hereunder.

13.6 Qualified Domestic Relations Orders

. If a Qualified Domestic Relations Order requires the distribution of all or a part of a Participant’s benefits under the Plan to an alternate payee, the creation, recognition or assignment of the alternate payee’s right to the benefits shall not be considered an assignment or alienation of benefits under Section 13.5 or the provisions of ERISA. A Qualified Domestic Relations Order is any domestic relations order, judgment, decree, or order which creates or recognizes the existence of an alternate payees right to, or assigns an alternate payee’s right to receive all or a portion of the benefits payable to Participant from the Plan and which:

(a) Relates to the provision of child support, alimony payments, or marital property rights to a Participant’s spouse, former spouse, child, or other dependent;

(b) Is made pursuant to a state domestic relations law;

(d) Specifies the amount of or percentage of the benefits to be paid by the Trustee to such alternate payee, or the formula for determining such amount;

(e) Specifies the number of payments or period of time and the plan to which the order applies;

(f) Does not require a type or form of benefit or option not otherwise provided under the Plan;

(g) Does not require the Plan to provide increased benefits;

(h) Does not require the payment of benefits to an alternate payee which are required to be paid to another alternate payee under another Qualified Domestic Relations Order; and

(i) Otherwise meets the requirements of Section 414(p) of the Code.

A Qualified Domestic Relations Order may require payments to an alternate payee to begin before the Participant’s earliest retirement date, whether or not the Participant in fact has separated from service or is retired on that date. The Committee shall establish written procedures for determining the qualified status of any order received and shall promptly notify the Participant and any alternate payee of the receipt of a domestic relations order and the Plan’s procedures for determining the order’s qualified status. The Participant and any alternate payee shall be notified promptly of this determination.

13.7 Maximum Duration

. Nothing herein shall be construed to suspend the power of alienation or prevent the vesting of the interest of any person in the Plan for a longer period than the duration of the lives of the designated Beneficiaries of a particular interest therein in being at the time such designation becomes irrevocable, plus twenty‑one (21) years. If any provisions shall be held to violate a rule or law against restraints on alienation or remote vesting, the Plan and Trust shall not be vitiated thereby, but the Plan, or the portion of the Plan thus affected, shall immediately be distributed to those entitled as their interest shall then appear.

13.8 Successor Employer

. In the event of the merger, consolidation or sale of assets of the Employer, under circumstances in which a successor shall continue and carry on all or a substantial part of the business of the Employer and shall employ a substantial number of Employees of the Employer and shall elect to continue the Plan, such successor shall be substituted for the Employer under the terms and provisions of the Plan upon filing its written election to such effect with the Trustee and the Committee.

13.9 Compensation and Expenses of Administration

. If a Trustee or a member of the Committee is an Employee of the Employer, he shall serve without any additional compensation. The expenses of administration of the Plan, including the compensation and expenses of the Trustee, the expenses of the Committee, and any other expenses incurred at the direction of the Committee, including, without limitation, fees of actuaries, accountants, attorneys, Investment Managers, investment advisors and other specialists, and any other costs of administering the Plan shall be paid first from Amounts Forfeited which are available for the Plan Year in which the expense is paid (after application of Amounts Forfeited required to restore amounts previously forfeited which are required to be restored pursuant to Section 6.7 of the Plan), then from earnings of the Trust Fund for the Plan Year in which the expense is paid, and then from the Trust Fund. Such expenses may be paid by the Employer, but the Employer is not obligated to do so.

13.10 Holding of Contributions

. All contributions to the Plan are made subject to deductibility by the Employer and the correctness of the amount. The Committee may direct the Trustee to return contributions which have been made by the Employer to the Trustee in the following events by delivering to the Trustee, within the time limit specified below, written notification thereof specifying the circumstances which warrant the return of contributions to the Employer:

(a) Mistake of Fact . In the event a contribution is made to the Plan and Trust by the Employer under a mistake of fact concerning the correctness of such contribution, then the Trustee shall return such portion of such contribution which is in excess of the amount that would have been contributed had there not occurred a mistake of fact within one year after the payment of the contribution to the Trustee.

(b) Disallowance of Deduction . In the event the Employer is disallowed a deduction for a contribution to the Plan for any year, then the Trustee shall return such disallowed portion of such contribution to the Employer within one year after the disallowance of the deduction.

In the case of amounts returned pursuant to this Section, no earnings attributable to such amounts may be returned to the Employer, but losses attributable thereto shall reduce the amount returned. No such return shall reduce the balance of any Participants’ accounts to less than the balance which would have been credited thereto had such amount not been contributed.

13.11 Recordkeeping

. Every Employer shall be required to maintain adequate records to demonstrate compliance with the provisions of this Plan.

13.12 Special Provisions related to Military Service

. Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to “Qualified Military Service” as defined in Code Section 414(u)(5) will be provided in accordance with Code Section 414(u). A Participant returning to employment after serving in the uniformed services is treated as not have incurred a One-Year Break In Service (as defined in Section 2.5) during the period of Qualified Military Service. Any Participant who dies or becomes disabled while performing Qualified Military Service shall be treated as if the Participant resumed employment with the Employer in accordance with the Reemployment Rights Act on the day preceding death

or disability (as the case may be) and terminated employment on the actual date of death or disability. Each period of Qualified Military Service is considered under the Plan to be service with the Employer for the purposes of –

(a) determining the nonforfeitability of the Participant’s Account balances, in accordance with the provisions of Section 6.2 of the Plan; and

(b) determining the Participant’s benefit allocations under Section 5.2.

Article XIV.
Amendments Applicable Solely to Merged Plans

14.1 Direct Rollovers Under Section 401(a)(31) .

(a) Scope . This Article applies to distributions made on or after January 1, 2002. Notwithstanding any provision of the plan to the contrary that would otherwise limit a distributee’s election under this Article, a distributee may elect, at the time and in the manner prescribed by the plan administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

(b) Definitions .

(i) Eligible Rollover Distribution . An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities), and hardship withdrawals attributable to the Participant’s elective contributions under Section 401(k) of the code and any other distribution that is reasonably expected to total less than $200 during a year.

(ii) Eligible retirement plan . An eligible retirement plan is an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, or a qualified trust described in section 401(a) of the Code, that accepts the distributee’s eligible rollover distribution. However, in the case of an eligible retirement plan to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.

(iii) Distributee . A distributee includes an employee or former employee. In addition, the employee’s or former employee’s surviving spouse and the employee’s or the former employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse.

(iv) Direct rollover . A direct rollover is a payment by the plan to the eligible retirement plan specified by the distributee.

14.2 Vesting for Merged Plans

. If a plan is merged into this Plan and such plan contains a vesting schedule which is different from the vesting schedule contained at Section 6.2, the vesting schedule contained at Section 6.2 shall be treated as an amendment to the vesting schedule of the merged plan and the provisions of Section 6.2(e) shall apply.

IN WITNESS WHEREOF, the parties hereto have executed this Plan the day and year first above written.

EMPLOYER

BancFirst Corporation

By:

David E. Rainbolt, President

TRUSTEE

BancFirst, an Oklahoma banking corporation

By:

Authorized Officer

Exhibit 31.1

CEO’S CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)

I, David E. Rainbolt, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarterly period ended March 31, 2015 of BancFirst Corporation;

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15 (e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 8, 2015		/s/ David E. Rainbolt
		David E. Rainbolt
		President and Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CFO’S CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)

I, Kevin Lawrence, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarterly period ended March 31, 2015 of BancFirst Corporation;

3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 8, 2015		/s/ Kevin Lawrence
		Kevin Lawrence
		Executive Vice President
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

CEO’s Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of BancFirst Corporation (the “Company”) for the period ended March 31, 2015 as filed with the Securities and Exchange Commission (the “Report”), I, David E. Rainbolt, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David E. Rainbolt

David E. Rainbolt

President and Chief Executive Officer

(Principal Executive Officer)

May 8, 2015

Exhibit 32.2

CFO’s Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of BancFirst Corporation (the “Company”) for the period ended March 31, 2015 as filed with the Securities and Exchange Commission (the “Report”), I, Kevin Lawrence, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kevin Lawrence

Kevin Lawrence

Executive Vice President

Chief Financial Officer

(Principal Financial Officer)

May 8, 2015