BANCFIRST CORP /OK/ (Form: 10-Q, Received: 05/06/2016 15:59:17)

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, 2016

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 29, 2016 there were 15,546,253 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,
		2016			2015
	(unaudited)			(see Note 1)
ASSETS
Cash and due from banks	$	169,969		$	203,364
Interest-bearing deposits with banks		1,498,356			1,394,813
Securities (fair value: $498,041 and $553,010, respectively)		497,986			552,949
Loans held for sale		7,626			13,725
Loans (net of unearned interest)		4,275,112			4,232,048
Allowance for loan losses		(44,571	)		(41,666	)
Loans, net of allowance for loan losses		4,230,541			4,190,382
Premises and equipment, net		127,093			126,813
Other real estate owned		3,963			7,984
Intangible assets, net		15,093			15,695
Goodwill		54,042			54,042
Accrued interest receivable and other assets		136,269			133,062
Total assets	$	6,740,938		$	6,692,829

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing	$	2,413,700		$	2,409,769
Interest-bearing		3,597,172			3,563,589
Total deposits		6,010,872			5,973,358
Short-term borrowings		1,300			500
Accrued interest payable and other liabilities		34,146			31,502
Junior subordinated debentures		31,959			31,959
Total liabilities		6,078,277			6,037,319

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: 15,527,804 and 15,597,446, respectively		15,528			15,597
Capital surplus		103,978			102,865
Retained earnings		541,098			535,521
Accumulated other comprehensive income, net of income tax of $1,297 and $962, respectively		2,057			1,527
Total stockholders' equity		662,661			655,510
Total liabilities and stockholders' equity	$	6,740,938		$	6,692,829

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,
		2016			2015
INTEREST INCOME
Loans, including fees	$	50,195		$	45,949
Securities:
Taxable		1,327			1,399
Tax-exempt		255			246
Interest-bearing deposits with banks		1,802			1,062
Total interest income		53,579			48,656
INTEREST EXPENSE
Deposits		3,080			2,538
Short-term borrowings		1			1
Junior subordinated debentures		522			491
Total interest expense		3,603			3,030
Net interest income		49,976			45,626
Provision for loan losses		4,103			1,334
Net interest income after provision for loan losses		45,873			44,292
NONINTEREST INCOME
Trust revenue		2,465			2,342
Service charges on deposits		14,710			13,352
Securities transactions (includes accumulated other comprehensive income reclassifications of $100 and $606, respectively)		100			1,729
Income from sales of loans		562			440
Insurance commissions		4,135			4,068
Cash management		2,318			1,819
Gain on sale of other assets		4			40
Other		1,323			1,506
Total noninterest income		25,617			25,296
NONINTEREST EXPENSE
Salaries and employee benefits		29,357			27,513
Occupancy, net		2,827			2,835
Depreciation		2,530			2,464
Amortization of intangible assets		581			444
Data processing services		1,215			1,117
Net expense from other real estate owned		(1,141	)		314
Marketing and business promotion		1,855			1,679
Deposit insurance		839			826
Other		8,228			7,731
Total noninterest expense		46,291			44,923
Income before taxes		25,199			24,665
Income tax expense		8,620			8,406
Net income	$	16,579		$	16,259
NET INCOME PER COMMON SHARE
Basic	$	1.07		$	1.05
Diluted	$	1.05		$	1.03
OTHER COMPREHENSIVE INCOME
Unrealized gains on securities, net of tax of $(374) and $(700), respectively		591			1,111
Reclassification adjustment for gains included in net income, net of tax of $39 and $234, respectively		(61	)		(372	)
Other comprehensive gains, net of tax of $(335) and $(466), respectively		530			739
Comprehensive income	$	17,109		$	16,998

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,
	2016			2015
COMMON STOCK
Issued at beginning of period	$	15,597		$	15,504
Shares issued		31			8
Shares acquired and canceled		(100	)		—
Issued at end of period	$	15,528		$	15,512
CAPITAL SURPLUS
Balance at beginning of period	$	102,865		$	96,841
Common stock issued		871			236
Tax effect of stock options		(209	)		(64	)
Stock-based compensation arrangements		451			464
Balance at end of period	$	103,978		$	97,477
RETAINED EARNINGS
Balance at beginning of period	$	535,521		$	492,776
Net income		16,579			16,259
Dividends on common stock ($0.36 and $0.34 per share, respectively)		(5,579	)		(5,277	)
Common stock acquired and canceled		(5,423	)		—
Balance at end of period	$	541,098		$	503,758
ACCUMULATED OTHER COMPREHENSIVE INCOME
Unrealized gains on securities:
Balance at beginning of period	$	1,527		$	4,193
Net change		530			739
Balance at end of period	$	2,057		$	4,932
Total stockholders’ equity	$	662,661		$	621,679

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,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	16,579		$	16,259
Adjustments to reconcile to net cash provided by operating activities:
Provision for loan losses		4,103			1,334
Depreciation and amortization		3,111			2,908
Net amortization of securities premiums and discounts		148			148
Realized securities gains		(100	)		(1,729	)
Gain on sales of loans		(562	)		(440	)
Cash receipts from the sale of loans originated for sale		40,271			36,163
Cash disbursements for loans originated for sale		(33,610	)		(37,393	)
Deferred income tax benefit		(829	)		(586	)
(Gain)/loss on other assets		(1,222	)		207
Increase in interest receivable		(176	)		(356	)
Increase/(decrease) in interest payable		13			(20	)
Amortization of stock-based compensation arrangements		451			464
Other, net		300			5,855
Net cash provided by operating activities	$	28,477		$	22,814
INVESTING ACTIVITIES
Net increase in federal funds sold	—				(1,000	)
Purchases of available for sale securities	—				(30,740	)
Proceeds from maturities, calls and paydowns of held for investment securities		410			311
Proceeds from maturities, calls and paydowns of available for sale securities		55,071			6,144
Proceeds from sales of available for sale securities		299			1,729
Net change in loans		(45,010	)		3,613
Purchases of premises, equipment and computer software		(2,939	)		(4,107	)
Proceeds from the sale of other assets		5,971			1,955
Net cash provided by (used in) investing activities		13,802			(22,095	)
FINANCING ACTIVITIES
Net change in deposits		37,514			(20,903	)
Net increase/(decrease) in short-term borrowings		800			(1,939	)
Issuance of common stock, net		693			180
Common stock acquired		(5,523	)	—
Cash dividends paid		(5,615	)		(5,271	)
Net cash provided by (used in) financing activities		27,869			(27,933	)
Net increase/(decrease) in cash, due from banks and interest-bearing deposits		70,148			(27,214	)
Cash, due from banks and interest-bearing deposits at the beginning of the period		1,598,177			1,913,895
Cash, due from banks and interest-bearing deposits at the end of the period	$	1,668,325		$	1,886,681
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	3,591		$	3,050
Cash paid during the period for income taxes	$	1,050		$	600
Noncash investing and financing activities:
Unpaid common stock dividends declared	$	5,579		$	5,271

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, 2015.

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, 2015, 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, 2015, 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 March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” Under ASU 2016-09 all excess tax benefits and tax deficiencies related to share-based payment awards should be recognized as income tax expense or benefit in the income statement during the period in which they occur. Previously, such amounts were recorded in the pool of excess tax benefits included in additional paid-in capital, if such pool was available. Because excess tax benefits are no longer recognized in additional paid-in capital, the assumed proceeds from applying the treasury stock method when computing earnings per share should exclude the amount of excess tax benefits that would have previously been recognized in additional paid-in capital. Additionally, excess tax benefits should be classified along with other income tax cash flows as an operating activity rather than a financing activity, as was previously the case. ASU 2016-09 also provides that an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. ASU 2016-09 changes the threshold to qualify for equity classification (rather than as a liability) to permit withholding up to the maximum statutory tax rates (rather than the minimum as was previously the case) in the applicable jurisdictions. ASU 2016-09 will be effective on January 1, 2017 and is not expected to have a significant impact on the Company’s financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases - (Topic 842).” ASU 2016- 02 requires that lessees recognize on the balance sheet the assets and liabilities for the rights and obligations crea t ed by leases. The amendments are effecti ve for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted. Adoption of ASU 2016-02 is not expected to have a significant effect on the Company’s financial statements.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10).” ASU 2016-01 require all equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in the fair value recognized through net income. In addition, the amendment will require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2017. Early adoption is not permitted. Adoption of ASU 2016-01 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.

(2)	RECENT DEVELOPMENTS, INCLUDING MERGERS AND ACQUISITIONS

On October 8, 2015, the Company completed its acquisition of CSB Bancshares Inc. and its subsidiary bank, Bank of Commerce, with locations in Yukon, Mustang and El Reno, Oklahoma. Bank of Commerce had approximately $196 million in total assets, $147 million in loans, $175 million in deposits and $22 million in equity capital. The acquisition was accounted for under the acquisition method and the Company acquired 100% of the voting interest. Bank of Commerce operated as a subsidiary of BancFirst Corporation until it was merged into BancFirst on November 13, 2015. As a result of the acquisition, the Company recorded a core deposit intangible of approximately $7.1 million and goodwill of approximately $9.4 million. The effect of this acquisition was included in the consolidated financial statements of the Company from the date of acquisition forward. The acquisition did not have a material effect on the Company’s consolidated financial statements. The acquisition of CSB Bancshares Inc. and its subsidiary bank, Bank of Commerce will complement our community banking strategy by adding two communities to our banking network throughout Oklahoma.

During the quarter ended March 31, 2016, the Company had gains on the sale of other real estate owned totaling $1.2 million that is included in net expense from other real estate owned on the consolidated statements of comprehensive income.

(3)	SECURITIES

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

	March 31, 2016		December 31, 2015
	(Dollars in thousands)
Held for investment, at cost (fair value: $8,434 and $8,850, respectively)	$	8,379	$	8,789
Available for sale, at fair value		489,607		544,160
Total	$	497,986	$	552,949

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


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
March 31, 2016	(Dollars in thousands)
Mortgage backed securities (1)	$	323	$	25	$	—	$	348
States and political subdivisions		7,556		30		—		7,586
Other securities		500		—		—		500
Total	$	8,379	$	55	$	—	$	8,434
December 31, 2015
Mortgage backed securities (1)	$	347	$	25	$	—	$	372
States and political subdivisions		7,942		36		—		7,978
Other securities		500		—		—		500
Total	$	8,789	$	61	$	—	$	8,850

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


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
March 31, 2016	(Dollars in thousands)
U.S. treasuries	$	279,020	$	1,695	$	—		$	280,715
U.S. federal agencies		128,391		539		(76	)		128,854
Mortgage backed securities (1)		21,444		415		(550	)		21,309
States and political subdivisions		47,904		1,473		(85	)		49,292
Other securities (2)		9,494		125		(182	)		9,437
Total	$	486,253	$	4,247	$	(893	)	$	489,607
December 31, 2015
U.S. treasuries	$	328,965	$	776	$	(45	)	$	329,696
U.S. federal agencies		131,522		527		(153	)		131,896
Mortgage backed securities (1)		21,973		425		(543	)		21,855
States and political subdivisions		49,521		1,447		(48	)		50,920
Other securities (2)		9,689		249		(145	)		9,793
Total	$	541,670	$	3,424	$	(934	)	$	544,160

(1)

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

(2)

Primarily consists of equity securities.

Realized gains are reported as securities transactions within the noninterest income section of the consolidated statement of comprehensive income. 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.

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, 2016				December 31, 2015
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(Dollars in thousands)
Held for Investment
Contractual maturity of debt securities:
Within one year	$	4,983	$	4,990	$	5,168	$	5,174
After one year but within five years		2,594		2,617		2,800		2,829
After five years but within ten years		778		802		795		319
After ten years		24		25		26		528
Total	$	8,379	$	8,434	$	8,789	$	8,850
Available for Sale
Contractual maturity of debt securities:
Within one year	$	224,616	$	224,814	$	272,820	$	272,779
After one year but within five years		175,071		177,377		178,617		180,145
After five years but within ten years		7,794		8,359		8,483		9,075
After ten years		72,746		73,052		75,522		75,853
Total debt securities		480,227		483,602		535,442		537,852
Equity securities		6,026		6,005		6,228		6,308
Total	$	486,253	$	489,607	$	541,670	$	544,160

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, 2016		December 31, 2015
	(Dollars in thousands)
Book value of pledged securities	$	458,893	$	493,540

(4)	LOANS AND ALLOWANCE FOR LOAN LOSSES

The following is a schedule of loans outstanding by category:

	March 31, 2016					December 31, 2015
	Amount		Percent			Amount		Percent
	(Dollars in thousands)
Commercial and financial:
Commercial and industrial	$	790,156		18.48	%	$	795,803		18.80	%
Oil & gas production and equipment		86,524		2.02			87,304		2.06
Agriculture		149,442		3.50			150,620		3.56
State and political subdivisions:
Taxable		17,628		0.41			17,605		0.42
Tax-exempt		36,177		0.85			33,575		0.79
Real estate:
Construction		401,330		9.39			403,664		9.54
Farmland		189,934		4.44			184,707		4.36
One to four family residences		825,357		19.31			821,251		19.41
Multifamily residential properties		62,189		1.45			65,477		1.55
Commercial		1,406,204		32.89			1,356,430		32.05
Consumer		276,463		6.47			283,636		6.70
Other (not classified above)		33,708		0.79			31,976		0.76
Total loans	$	4,275,112		100.00	%	$	4,232,048		100.00	%

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, 2015.

Nonperforming and Restructured Assets

The following is a summary of nonperforming and restructured assets:

	March 31,		December 31,
	2016		2015
	(Dollars in thousands)
Past due 90 days or more and still accruing	$	1,099	$	1,841
Nonaccrual		31,040		30,096
Restructured		533		15,143
Total nonperforming and restructured loans		32,672		47,080
Other real estate owned and repossessed assets		4,245		8,214
Total nonperforming and restructured assets	$	36,917	$	55,294

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 $513,000 for the three months ended March 31, 2016 and approximately $310,000 for the three months ended March 31, 2015.

Restructured loans consisted primarily of one relationship restructured in prior periods to defer certain principal payments. This relationship was re-evaluated and removed from restructured loans in 2016 due to sustained improvement in financial condition, performance and the commercially reasonable nature of its structure. 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, 2016		December 31, 2015
	(Dollars in thousands)
Real estate:
Non-residential real estate owner occupied	$	372	$	261
Non-residential real estate other		3,952		3,957
Residential real estate permanent mortgage		800		656
Residential real estate all other		4,548		1,833
Commercial and financial:
Non-consumer non-real estate		8,283		10,159
Consumer non-real estate		301		312
Other loans		9,343		9,381
Acquired loans		3,441		3,537
Total	$	31,040	$	30,096

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, 2016
Real estate:
Non-residential real estate owner occupied	$	1,130	$	17	$	254	$	1,401	$	510,687	$	512,088	$	—
Non-residential real estate other		3,563		—		285		3,848		1,135,560		1,139,408		238
Residential real estate permanent mortgage		3,076		632		1,003		4,711		325,107		329,818		445
Residential real estate all other		5,652		339		775		6,766		693,107		699,873		113
Commercial and financial:
Non-consumer non-real estate		2,825		130		487		3,442		975,485		978,927		92
Consumer non-real estate		1,862		676		344		2,882		261,565		264,447		168
Other loans		1,023		347		7,934		9,304		153,567		162,871		12
Acquired loans		1,252		419		615		2,286		185,394		187,680		31
Total	$	20,383	$	2,560	$	11,697	$	34,640	$	4,240,472	$	4,275,112	$	1,099
As of December 31, 2015
Real estate:
Non-residential real estate owner occupied	$	441	$	179	$	183	$	803	$	502,094	$	502,897	$	—
Non-residential real estate other		1,149		108		568		1,825		1,108,935		1,110,760		521
Residential real estate permanent mortgage		2,840		636		648		4,124		328,477		332,601		493
Residential real estate all other		2,842		609		824		4,275		672,414		676,689		193
Commercial and financial:
Non-consumer non-real estate		2,278		161		187		2,626		982,136		984,762		152
Consumer non-real estate		2,237		772		349		3,358		265,511		268,869		278
Other loans		3,565		295		1,761		5,621		156,995		162,616		132
Acquired loans		1,052		71		918		2,041		190,813		192,854		72
Total	$	16,404	$	2,831	$	5,438	$	24,673	$	4,207,375	$	4,232,048	$	1,841

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 Company offers Small Business Administration (“SBA”) guaranteed loans through its Commercial Capital division to expand access to capital for creditworthy small businesses at reasonable terms. The SBA does not provide funds to the borrower, instead, the SBA guarantees a portion of the lender’s loan, which is conditional based on the lender following certain requirements established by the SBA. Typically, if the borrower defaults the SBA pays off the guaranteed portion of the remaining loan balance. However, if any of these requirements are not followed, the SBA can either deny a request for purchase of its guaranteed portion, or reduce the amount of its purchase by the amount of any loss. Because of the volume of SBA guaranteed loans, from time to time the Company may be in negotiation with the SBA regarding the amount of a guarantee that is collectable. If a request is denied, the Company could be required to record additional charge-offs of the previously guaranteed portion of the loan. As of the filing date, collectability on the guarantee for an SBA loan was uncertain; however, the amount of loss, if any, was not estimable.

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, 2016
Real estate:
Non-residential real estate owner occupied	$	615	$	487	$	15	$	418
Non-residential real estate other		6,207		4,190		157		15,123
Residential real estate permanent mortgage		1,498		1,305		86		1,276
Residential real estate all other		5,101		4,823		1,382		2,781
Commercial and financial:
Non-consumer non-real estate		12,762		8,375		2,017		9,190
Consumer non-real estate		652		609		120		745
Other loans		10,705		9,355		459		9,892
Acquired loans		6,276		3,745		—		3,977
Total	$	43,816	$	32,889	$	4,236	$	43,402

As of December 31, 2015
Real estate:
Non-residential real estate owner occupied	$	507	$	383	$	14	$	446
Non-residential real estate other		21,068		19,052		357		19,655
Residential real estate permanent mortgage		1,401		1,209		81		1,125
Residential real estate all other		2,498		2,235		242		1,958
Commercial and financial:
Non-consumer non-real estate		13,897		10,312		2,062		11,786
Consumer non-real estate		738		715		181		652
Other loans		10,722		9,513		331		10,335
Acquired loans		6,295		4,248		—		4,564
Total	$	57,126	$	47,667	$	3,268	$	50,521

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, 2015.

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, 2016
Real estate:
Non-residential real estate owner occupied	$	423,003	$	77,243	$	11,470	$	372	$	—	$	512,088
Non-residential real estate other		966,113		163,932		5,379		3,984		—		1,139,408
Residential real estate permanent mortgage		290,540		30,941		7,043		1,294		—		329,818
Residential real estate all other		574,683		112,736		7,649		4,805		—		699,873
Commercial and financial:
Non-consumer non-real estate		809,004		136,143		25,513		8,267		—		978,927
Consumer non-real estate		247,419		14,419		2,099		510		—		264,447
Other loans		153,486		5,629		1,336		2,420		—		162,871
Acquired loans		159,016		13,924		10,991		3,674		75		187,680
Total	$	3,623,264	$	554,967	$	71,480	$	25,326	$	75	$	4,275,112

As of December 31, 2015
Real estate:
Non-residential real estate owner occupied	$	417,529	$	76,749	$	8,304	$	315	$	—	$	502,897
Non-residential real estate other		945,993		156,159		4,580		4,028		—		1,110,760
Residential real estate permanent mortgage		295,265		29,793		6,315		1,228		—		332,601
Residential real estate all other		554,007		111,879		9,109		1,694		—		676,689
Commercial and financial:
Non-consumer non-real estate		821,394		140,384		12,687		10,297		—		984,762
Consumer non-real estate		251,994		14,433		1,779		662		1		268,869
Other loans		153,416		5,851		872		2,477		—		162,616
Acquired loans		165,305		12,566		11,049		3,858		76		192,854
Total	$	3,604,903	$	547,814	$	54,695	$	24,559	$	77	$	4,232,048

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, 2015.

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, 2016
Real estate:
Non-residential real estate owner occupied	$	4,661	$	(1	)	$	—	$	(1	)	$	172	$	4,832
Non-residential real estate other		9,921		(1	)		1		—			290		10,211
Residential real estate permanent mortgage		3,148		(50	)		17		(33	)		49		3,164
Residential real estate all other		6,725		(67	)		4		(63	)		1,327		7,989
Commercial and financial:
Non-consumer non-real estate		11,754		(803	)		11		(792	)		1,851		12,813
Consumer non-real estate		2,642		(221	)		38		(183	)		94		2,553
Other loans		2,648		(133	)		6		(127	)		269		2,790
Acquired loans		167		(4	)		5		1			51		219
Total	$	41,666	$	(1,280	)	$	82	$	(1,198	)	$	4,103	$	44,571

	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

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, 2016				December 31, 2015

	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.	$	444	$	4,388	$	323	$	4,338
Non-residential real estate other		351		9,860		323		9,598
Residential real estate permanent mortgage		438		2,726		399		2,749
Residential real estate all other		1,926		6,063		839		5,886
Commercial and financial:
Non-consumer non-real estate		4,539		8,274		3,365		8,389
Consumer non-real estate		396		2,157		445		2,197
Other loans		413		2,377		291		2,357
Acquired loans		—		219		—		167
Total	$	8,507	$	36,064	$	5,985	$	35,681

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, 2016						December 31, 2015
	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	$	11,843	$	500,245	$	—	$	8,619	$	494,278	$	—
Non-residential real estate other		9,363		1,130,045		—		8,608		1,102,152		—
Residential real estate permanent mortgage		8,337		321,481		—		7,543		325,058		—
Residential real estate all other		12,453		687,420		—		10,803		665,886		—
Commercial and financial:
Non-consumer non-real estate		33,780		945,147		—		22,983		961,779		—
Consumer non-real estate		2,596		261,851		—		2,416		266,453		—
Other loans		2,216		160,655		—		2,323		160,293		—
Acquired loans		—		172,940		14,740		—		177,871		14,983
Total	$	80,588	$	4,179,784	$	14,740	$	63,295	$	4,153,770	$	14,983

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,
	2016		2015
	(Dollars in thousands)
Other real estate owned	$	344	$	260
Repossessed assets		404		220
Total	$	748	$	480

(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, 2016
Core deposit intangibles	$	18,659	$	(6,402	)	$	12,257
Customer relationship intangibles		5,699		(3,151	)		2,548
Mortgage servicing intangibles		525		(237	)		288
Total	$	24,883	$	(9,790	)	$	15,093
As of December 31, 2015
Core deposit intangibles	$	20,333	$	(7,586	)	$	12,747
Customer relationship intangibles		5,699		(3,061	)		2,638
Mortgage servicing intangibles		538		(228	)		310
Total	$	26,570	$	(10,875	)	$	15,695

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 month ended March 31, 2016
Balance at beginning and end of period	$	8,078	$	40,050	$	5,464	$	450	$	54,042

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, 2015.

(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, 2016, 5,735 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, 2016 will become exercisable through the year 2023. 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, 2016, 10,000 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, 2016 will become exercisable through the year 2020. 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 option data)
Three Months Ended March 31, 2016
Outstanding at December 31, 2015		1,018,149		$	40.69
Options granted		15,000			55.15
Options exercised		(29,600	)		29.56
Options canceled, forfeited, or expired		(5,000	)		41.02
Outstanding at March 31, 2016		998,549			41.24	8.83 Yrs	$	15,767
Exercisable at March 31, 2016		486,874			33.47	5.55 Yrs	$	11,471

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,
	2016		2015
	(Dollars in thousands except per share data)
Weighted average grant-date fair value per share of options granted	$	11.47	$	11.00
Total intrinsic value of options exercised		779		237
Cash received from options exercised		875		244
Tax benefit realized from options exercised		301		92

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,
	2016		2015
	(Dollars in thousands)
Stock-based compensation expense	$	451	$	464
Tax benefit		174		180
Stock-based compensation expense, net of tax	$	277	$	284

The Company will continue to amortize the unearned stock-based compensation expense over the remaining vesting period of approximately seven years. The following table shows the unearned stock-based compensation expense:

	March 31, 2016
	(Dollars in thousands)
Unearned stock-based compensation expense	$	3,834

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,
	2016	2015
Risk-free interest rate	1.91 to 2.02%	1.83 to 1.96%
Dividend yield	2.00%	2.00%
Stock price volatility	20.41 to 20.64%	18.23 to 18.50%
Expected term	10 Yrs	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.

In May 1999, the Company adopted the BancFirst Corporation Directors’ Deferred Stock Compensation Plan (the “BancFirst Deferred Stock Compensation Plan”). The Company amended the BancFirst Deferred Stock Compensation Plan to increase the number of shares to be issued under the plan to 91,110 shares in May 2014. Under the plan, directors and members of the community advisory boards of the Company and its subsidiaries may defer up to 100% of their board fees. They are credited for each deferral with a number of stock units based on the current market price of the Company’s stock, which accumulate in an account until such time as the director or community board member terminates serving as a board member. Shares of common stock of the Company are then distributed to the terminating director or community board member based upon the number of stock units accumulated in his or her account. The number of shares of common stock distributed from the BancFirst Deferred Stock Compensation Plan was 758 during the three months ended March 31, 2016.

A summary of the accumulated stock units is as follows:

	March 31,		December 31,
	2016		2015
Accumulated stock units		67,558		66,376
Average price	$	40.17	$	39.64

(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 within the limitations of a Board approved share buyback program .

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

	Three Months Ended March 31,
	2016		2015
Number of shares repurchased		100,000		—
Average price of shares repurchased	$	55.23		—
Shares remaining to be repurchased		66,276		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, 2016, 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				With				Capitalized Under
					Adequacy				Capital Conservation				Prompt Corrective
	Actual				Purposes				Buffer				Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in thousands)
As of March 31, 2016:
Total Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	673,104		14.40%	$	373,849		8.00%	$	403,056		8.625%	N/A		N/A
BancFirst		616,209		13.20%		373,346		8.00%		402,513		8.625%	$	466,682		10.00%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	597,533		12.79%	$	210,290		4.50%	$	239,497		5.125%	N/A		N/A
BancFirst		551,638		11.82%		210,007		4.50%		239,174		5.125%	$	303,343		6.50%
Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	628,533		13.45%	$	280,387		6.00%	$	309,594		6.625%	N/A		N/A
BancFirst		571,638		12.25%		280,009		6.00%		309,177		6.625%	$	373,346		8.00%
Tier 1 Capital
(to Total Assets)-
BancFirst Corporation	$	628,533		9.51%	$	264,328		4.00%	N/A		N/A		N/A		N/A
BancFirst		571,638		8.68%		263,405		4.00%	N/A		N/A		$	329,256		5.00%

As of March 31, 2016, 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. 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

Under the Basel III Capital Rules, 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 began on January 1, 2016 at the 0.625% level and will 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, 2016, 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 based on weighted-average shares outstanding are calculated as follows:

	Income (Numerator)		Shares (Denominator)		Per Share Amount
	(Dollars in thousands, except per share data)
Three Months Ended March 31, 2016
Basic
Income available to common stockholders	$	16,579		15,534,416	$	1.07
Dilutive effect of stock options		—		281,955
Diluted
Income available to common stockholders plus assumed exercises of stock options	$	16,579		15,816,371	$	1.05
Three Months Ended March 31, 2015
Basic
Income available to common stockholders	$	16,259		15,507,346	$	1.05
Dilutive 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

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, 2016

236,451

58.59

Three Months Ended March 31, 2015

128,667

57.68

(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.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of the periods presented, 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, 2016
Securities available for sale:
U.S. Treasury	$	280,715	$	—	$	—	$	280,715
U.S. federal agencies		—		128,854		—		128,854
Mortgage-backed securities		—		6,493		14,816		21,309
States and political subdivisions		—		49,292		—		49,292
Other securities		—		3,432		6,005		9,437
Derivative assets		—		1,210		—		1,210
Derivative liabilities		—		605		—		605
Loans held for sale		—		7,626		—		7,626

December 31, 2015
Securities available for sale:
U.S. Treasury	$	329,696	$	—	$	—	$	329,696
U.S. federal agencies		—		131,896		—		131,896
Mortgage-backed securities		—		7,039		14,816		21,855
States and political subdivisions		—		50,920		—		50,920
Other securities		—		3,485		6,308		9,793
Derivative assets		—		1,946		—		1,946
Derivative liabilities		—		989		—		989
Loans held for sale		—		13,725		—		13,725

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,
	2016			2015
	(Dollars in thousands)
Balance at the beginning of the year	$	21,124		$	28,459
Purchases, issuances and settlements		(4	)		(744	)
Sales		(299	)		(1,729	)
Gains included in earnings		100			1,729
Total unrealized (losses) gains		(100	)		(589	)
Balance at the end of the period	$	20,821		$	27,126

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, 2016 and 2015, 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:

	Total Fair Value Level 3		Losses
	(Dollars in thousands)
As of and for the Year-to-date Period Ended March 31, 2016
Impaired loans (less specific allowance)	$	28,653	$	—
Foreclosed assets		281		2
Other real estate owned		3,963		—

As of and for the Year-to-date Period Ended December 31, 2015
Impaired loans (less specific allowance)	$	44,399	$	—
Foreclosed assets		230		—
Other real estate owned		7,984		128

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 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.

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,				December 31,
	2016				2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Dollars in thousands)
FINANCIAL ASSETS
Level 2 inputs:
Cash and cash equivalents	$	1,668,325	$	1,668,325	$	1,598,177	$	1,598,177
Securities held for investment		7,879		7,934		8,289		8,350
Level 3 inputs:
Securities held for investment		500		500		500		500
Loans, net of allowance for loan losses		4,230,541		4,286,603		4,190,382		4,222,153
FINANCIAL LIABILITIES
Level 2 inputs:
Deposits		6,010,872		6,061,676		5,973,538		6,028,012
Short-term borrowings		1,300		1,300		500		500
Junior subordinated debentures		31,959		34,886		31,959		33,793
OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
Loan commitments				1,634				1,681
Letters of credit				443				464

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, 2016 or December 31, 2015.

(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, 2016						December 31, 2015
Oil and Natural Gas Swaps and Options	Notional Units	Notional Amount			Estimated Fair Value			Notional Amount			Estimated Fair Value
		(Notional amounts and dollars in thousands)
Oil
Derivative assets	Barrels		98		$	107			86		$	604
Derivative liabilities	Barrels		(98	)		(5	)		(86	)		(378	)

Natural Gas
Derivative assets	MMBTUs		3,230			1,103			3,920			1,342
Derivative liabilities	MMBTUs		(3,230	)		(600	)		(3,920	)		(611	)

Total Fair Value	Included in
Derivative assets	Other assets					1,210						1,946
Derivative liabilities	Other liabilities					(605	)					(989	)

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,
	2016		2015
	(Dollars in thousands)
Derivative income	$	5	$	155

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, 2016		December 31, 2015
	(Dollars in thousands)
Credit exposure	$	—	$	37

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, 2016
Net interest income (expense)	$	15,843	$	33,122	$	1,416	$	(405	)	$	—		$	49,976
Noninterest income		3,788		13,596		7,479		17,678			(16,924	)		25,617
Income before taxes		9,348		19,094		3,114		10,500			(16,857	)		25,199

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

Total Assets:
March 31, 2016	$	2,307,503	$	4,401,449	$	127,748	$	628,843		$	(724,605	)	$	6,740,938
December 31, 2015		2,277,870		4,379,205		128,697		624,428			(717,371	)		6,692,829

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, 2015 consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 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 2016 was $16.6 million, compared to $16.3 million for the first quarter of 2015. Diluted net income per common share was $1.05 and $1.03 for the first quarter of 2016 and 2015, respectively.

The Company’s net interest income for the first quarter of 2016 increased to $50.0 million, compared to $45.6 million for the first quarter of 2015. The net interest margin for the quarter was 3.25%, compared to 3.07% a year ago. Internal loan growth, acquired loans from the Company’s October 2015 acquisition and the increase in the Fed Fund rate of 25 basis points during the fourth quarter of 2015 contributed to the higher net interest income and margin in 2016. The Company’s provision for loan losses for the first quarter of 2016 increased to $4.1 million, compared to $1.3 million a year ago. The increase in the provision was primarily due to downgrades of a few commercial loans which were impacted by the economic effects in Oklahoma from low energy prices. Net charge-offs for the quarter were only 0.03% of average loans, compared to 0.01% for the first quarter of 2015. Noninterest income for the quarter totaled $25.6 million, compared to $25.3 million last year. Noninterest expense for the quarter totaled $46.3 million, compared to $44.9 million last year, primarily due to salary increases from raises and the Company’s acquisition in the fourth quarter of 2015. The increase in noninterest expenses was partially offset by gains on the sale of other real estate owned totaling $1.2 million. The Company’s effective tax rate was 34.2% compared to 34.1% for the first quarter of 2015.

At March 31, 2016, the Company’s total assets were $6.7 billion, largely unchanged from December 31, 2015. Securities decreased $55.0 million to a total of $498.0 million due to large maturities during the quarter. Loans totaled $4.3 billion, up slightly from December 31, 2015. Deposits totaled $6.0 billion, marginally above the December 31, 2015 total. The Company’s total stockholders’ equity was $662.7 million, an increase of $7.2 million, or 1.1%, over December 31, 2015.

Asset quality remained strong during the first quarter of 2016. Nonperforming and restructured assets were 0.55% of total assets at March 31, 2016 compared to 0.83% at December 31, 2015. The decrease in nonperforming and restructured assets was largely due to one relationship that was removed from a troubled debt restructuring status due to sustained improvement in financial condition, performance and the commercially reasonable nature of its structure. Also contributing to the decrease in nonperforming assets were sales of other real estate owned. The allowance to total loans was 1.04%, compared to 0.98% at year-end 2015. The allowance to nonperforming and restructured loans was 136.4% compared to 88.5% at year-end 2015.

During the quarter, the Company repurchased 100,000 shares of its common stock at an average price of $55.23 under the Company’s stock repurchase program.

On October 8, 2015, the Company completed the acquisition of CSB Bancshares, Inc. and its subsidiary bank, Bank of Commerce, with locations in Yukon, Mustang, and El Reno, Oklahoma. Bank of Commerce had approximately $196 million in total assets, $148 million in loans, $170 million in deposits, and $22 million in equity capital. The bank was merged into BancFirst during the fourth quarter of 2015.

Oil prices continued to be low during the first quarter of 2016, which had a dampening effect on the Oklahoma economy. Any continued impact from low oil prices on Oklahoma’s economy and the Company’s financial results could 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,
	2016			2015
Income Statement Data
Net interest income	$	49,976		$	45,626
Provision for loan losses		4,103			1,334
Securities transactions		100			1,729
Total noninterest income		25,617			25,296
Salaries and employee benefits		29,357			27,513
Total noninterest expense		46,291			44,923
Net income		16,579			16,259
Per Common Share Data
Net income – basic	$	1.07		$	1.05
Net income – diluted		1.05			1.03
Cash dividends		0.36			0.34
Performance Data
Return on average assets		1.00	%		1.01	%
Return on average stockholders’ equity		10.05			10.65
Cash dividend payout ratio		33.73			32.43
Net interest spread		3.09			2.93
Net interest margin		3.25			3.07
Efficiency ratio		61.24			63.34
Net charge-offs to average loans		0.03			0.02

Net Interest Income

For the three months ended March 31, 2016, net interest income, which is the Company’s principal source of operating revenue, increased to $50.0 million compared to $45.6 million for the three months ended March 31, 2015. 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 3.25% compared to 3.07% a year ago. Internal loan growth, acquired loans from the Company’s October 2015 acquisition and the increase in the Fed Fund rate of 25 basis points during the fourth quarter of 2015 contributed to the higher net interest income and margin in 2016. If interest rates and/or loan volume do not increase, management would expect its net interest margin to generally remain at current levels.

Provision for Loan Losses

The Company’s provision for loan loss for the first quarter of 2016 increased to $4.1 million compared to $1.3 million a year ago. The increase in the provision was primarily due to downgrades of a few commercial loans which were impacted by the economic effect in Oklahoma from low energy prices. 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 $1.2 million for the first quarter of 2016, compared to $666,000 for the first quarter of 2015. 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 $25.6 million for the first quarter of 2016 compared to $25.3 million for the first quarter of 2015.

The Company had fees from debit card usage totaling $5. 9 million and $5. 4 million during the three month period s ended March 3 1 , 201 6 and 201 5 , respectively . This represents 23.1% and 21.5% of the Company’s noninterest income for the three month period s ended March 31, 201 6 and 201 5, respectively .

Noninterest Expense

For the three months ended March 31, 2016, noninterest expense totaled $46.3 million, compared to $44.9 million for the three months ended March 31, 2015. The increase in noninterest expense for the first quarter of 2016 was primarily due to salary increases from raises and the Company’s acquisition in the fourth quarter of 2015. This was partially offset by gains on sale of other real estate owned totaling $1.2 million.

Income Taxes

The Company’s effective tax rate on income before taxes was 34.2% for the first quarter of 2016, compared to 34.1% for the first quarter of 2015.

FINANCIAL POSITION

BANCFIRST CORPORATION

SELECTED CONSOLIDATED FINANCIAL DATA

(Dollars in thousands, except per share data)

	March 31,			December 31,
	2016			2015
	(unaudited)
Balance Sheet Data
Total assets	$	6,740,938		$	6,692,829
Total loans (net of unearned interest)		4,282,738			4,245,773
Allowance for loan losses		44,571			41,666
Securities		497,986			552,949
Deposits		6,010,872			5,973,358
Stockholders' equity		662,661			655,510
Book value per share		42.68			42.03
Tangible book value per share		38.22			37.56
Average loans to deposits (year-to-date)		71.28	%		67.34	%
Average earning assets to total assets (year-to-date)		92.88			93.02
Average stockholders’ equity to average assets (year-to-date)		9.92			9.76
Asset Quality Ratios
Nonperforming and restructured loans to total loans		0.76	%		1.11	%
Nonperforming and restructured assets to total assets		0.55			0.83
Allowance for loan losses to total loans		1.04			0.98
Allowance for loan losses to nonperforming and restructured loans		136.42			88.50

Cash and Interest-Bearing Deposits with Banks

The aggregate of cash and due from banks and interest-bearing deposits with banks increased $70.1 million, or 4.39% to $1.7 billion, from December 31, 2015 to March 31, 2016. This increase was due to large maturities of securities during the quarter and a marginal increase in deposits.

Securities

At March 31, 2016, total securities decreased $55.0 million, or 9.9% compared to December 31, 2015. 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 $3.4 million at March 31, 2016, compared to an unrealized gain of $2.5 million at December 31, 2015. These unrealized gains are included in the Company’s stockholders’ equity as accumulated other comprehensive income, net of income tax, in the amounts of $2.1 million and $1.5 million, respectively.

Loans (Inclu ding Acquired Loans)

At March 31, 2016, loans totaled $4.3 billion, up slightly from December 31, 2015. The increase in 2016 was primarily driven by an increase in commercial real estate loans located in the Company’s metropolitan markets.

Allowance for Loan Losses/Fair Value Adjustments on Acquired Loans

At March 31, 2016, the allowance for loan losses to total loans represented 1.04% of total loans, compared to 0.98% at December 31, 2015.

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 $3.0 million at March 31, 2016 and $3.3 million at December 31, 2015 while the acquired loans outstanding were $187.7 million and $192.9 million, respectively.

Nonperforming and Restructured Assets

Nonperforming and restructured assets totaled $36.9 million at March 31, 2016, compared to $55.3 million at December 31, 2015. The Company’s level of nonperforming and restructured assets has continued to be relatively low. The decrease in nonperforming and restructured assets in 2016 was due to one relationship that was re-evaluated and removed from restructured loans due to sustained improvement in financial condition, performance and the commercially reasonable nature of its structure.

Nonaccrual loans totaled $31.0 million at March 31, 2016, compared to $30.1 million at the end of 2015. 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 $513,000 for the first quarter of 2016 and $310,000 for the first quarter of 2015. Only a small amount of this interest is expected to be ultimately collected.

Other real estate owned and repossessed assets totaled $4.2 million at March 31, 2016, compared to $8.2 million at December 31, 2015. Other real estate owned and repossessed assets decreased during the quarter primarily due to the sale of two properties.

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 $6.1 million of these loans at March 31, 2016, compared to $4.9 million at December 31, 2015. 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, 2016, deposits totaled $6.0 billion, marginally above the December 31, 2015 balance. 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 94.4% at March 31, 2016 compared to 94.3% at December 31, 2015. Noninterest-bearing deposits to total deposits were 40.2% at March 31, 2016, compared to 40.3% at December 31, 2015.

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 $1.3 million at March 31, 2016, compared to $500,000 at December 31, 2015.

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 $656.2 million, are

pledged as collater al for the borrowings under the line of credit. As of March 3 1 , 201 6 and December 31, 201 5 , the Company had no advances outstanding under the line of credit from FHLB . In addition, t he Company has a revolving line of credit with the ability to draw up to $ 10 . 0 million . This line of credit has a variable rate based on prime rate minus 25 basis points and matures in 2020. There were no borrowings against th is line of credit at March 3 1 , 201 6 .

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, 2015.

Capital Resources

Stockholders’ equity totaled $662.7 million at March 31, 2016, compared to $655.5 million at December 31, 2015. In addition to net income of $16.6 million, other changes in stockholders’ equity during the three months ended March 31, 2016 included $693,000 related to stock option exercises, $451,000 related to stock-based compensation and a $530,000 increase in other comprehensive income, that were partially offset by $5.6 million in dividends and $5.5 million in stock repurchases. The Company’s leverage ratio and total risk-based capital ratios at March 31, 2016, were well in excess of the regulatory requirements.

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, 2015.

BANCFIRST CORPORATION

CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS

(Unaudited)

Taxable Equivalent Basis (Dollars in thousands)

	Three Months Ended March 31,
	2016								2015
				Interest		Average						Interest		Average
	Average			Income/		Yield/			Average			Income/		Yield/
	Balance			Expense		Rate			Balance			Expense		Rate
ASSETS
Earning assets:
Loans (1)	$	4,242,883		$	50,329		4.76	%	$	3,840,833		$	46,051		4.86	%
Securities – taxable		491,505			1,327		1.08			486,430			1,399		1.17
Securities – tax exempt		42,539			393		3.71			39,005			378		3.93
Interest-bearing deposits w/ banks & FFS		1,419,500			1,802		0.51			1,686,414			1,062		0.26
Total earning assets		6,196,427			53,851		3.49			6,052,682			48,890		3.28
Nonearning assets:
Cash and due from banks		179,455								181,937
Interest receivable and other assets		336,841								316,550
Allowance for loan losses		(41,591	)							(40,879	)
Total nonearning assets		474,705								457,608
Total assets	$	6,671,132							$	6,510,290
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Transaction deposits	$	792,120		$	201		0.10	%	$	723,908		$	168		0.09	%
Savings deposits		2,078,802			1,691		0.33			2,052,927			1,150		0.23
Time deposits		721,792			1,188		0.66			743,624			1,220		0.67
Short-term borrowings		1,111			1		0.35			3,033			1		0.14
Junior subordinated debentures		31,959			522		6.55			26,804			491		7.43
Total interest-bearing liabilities		3,625,784			3,603		0.40			3,550,296			3,030		0.35
Interest-free funds:
Noninterest-bearing deposits		2,359,783								2,312,217
Interest payable and other liabilities		23,627								28,636
Stockholders’ equity		661,938								619,141
Total interest free funds		3,045,348								2,959,994
Total liabilities and stockholders’ equity	$	6,671,132							$	6,510,290
Net interest income				$	50,248							$	45,860
Net interest spread							3.09	%							2.93	%
Effect of interest free funds							0.16	%							0.14	%
Net interest margin							3.25	%							3.07	%

(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, 2015, 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 Internal Auditor, Chief Asset Quality Officer, 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 th e 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, 2016, 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, 2015.

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

The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the three months ended March 31, 2016.

							Maximum
							Number of Shares
					Total Number of		That May Yet Be
					Shares Purchased		Purchased Under
	Total Number of		Average Price		as Part of Publicly		the Plan at the
Period	Shares Purchased		Paid Per Share		Announced Plan		End of the Period
January 1, 2016 to January 31, 2016		65,367	$	55.33		65,367		100,909
February 1, 2016 to February 29, 2016		34,633		55.04		34,633		66,276
March 1, 2016 to March 31, 2016		—		—		—		66,276

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		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).

4.3		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).

4.4		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).

4.5		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).

4.6		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).

4.7		Form of Guarantee Agreement by and between CSB Bancshares, Inc. and Wilmington Trust Company (filed as Exhibit 4.7 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2015 and incorporated herein by reference).

4.8		Form of Indenture relating to the Floating Rate Junior Subordinated Deferrable Interest Debentures of CSB Bancshares, Inc., issued to Wilmington Trust Company (filed as Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2015 and incorporated herein by reference).

4.9		Form of First Supplemental Indenture relating to the Floating Rate Junior Subordinated Deferrable Interest Debentures by and between Wilmington Trust Company and BancFirst Corporation (filed as Exhibit 4.9 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2015 and incorporated herein by reference).

10.1		BancFirst Corporation Employee Stock Ownership and Trust Agreement adopted effective January 1, 2015 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2015 and incorporated herein by reference).

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		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).
10.5*		Adoption Agreement for the BancFirst Corporation Thrift Plan adopted April 21, 2016 effective January 1, 2016.

Exhibit Number		Exhibit
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 6, 2016		/s/ David E. Rainbolt
		David E. Rainbolt
		President
		Chief Executive Officer
		(Principal Executive Officer)

Date: May 6, 2016		/s/ Kevin Lawrence
		Kevin Lawrence
		Executive Vice President
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 10.5

BancFirst Corporation Thrift Plan

Nonstandardized 401(k) Plan

ADOPTION AGREEMENT # 005

NONSTANDARDIZED 401(k) PLAN

The undersigned Employer, by executing this Adoption Agreement, establishes a retirement plan and trust (collectively "Plan") under the McAfee&Taft (basic plan document #11). The Employer, subject to the Employer's Adoption Agreement elections, adopts fully the Prototype Plan and Trust provisions. This Adoption Agreement, the basic plan document and any attached Appendices or agreements permitted or referenced therein, constitute the Employer's entire plan and trust document. All "Election" references within this Adoption Agreement are Adoption Agreement Elections. All "Article" or "Section" references are basic plan document references. Numbers in parentheses which follow election numbers are basic plan document references. Where an Adoption Agreement election calls for the Employer to supply text, the Employer (without altering the content of any existing printed text) may lengthen any space or line, or create additional tiers. When Employer‑supplied text uses terms substantially similar to existing printed options, all clarifications and caveats applicable to the printed options apply to the Employer‑supplied text unless the context requires otherwise. The Employer makes the following elections granted under the corresponding provisions of the basic plan document.

ARTICLE I

DEFINITIONS

1. EMPLOYER (1.24) .


Name:	BancFirst Corporation


Address:	101 North Broadway, Oklahoma City, Oklahoma 73126-0788


Phone number:	405-270-1000


Taxpayer Identification Number (TIN):	73-1221379


E‑mail (optional) :


Employer's Taxable Year (optional) :	December 31

2. PLAN (1.42) .


Name:	BancFirst Corporation Thrift Plan


Plan number:	001	(3‑digit number for Form 5500 reporting)


Trust EIN (optional) :

3. PLAN/LIMITATION YEAR (1.44/1.34) . Plan Year and Limitation Year mean the 12 consecutive month period (except for a short Plan/Limitation Year) ending every:

[ Note: Complete any applicable blanks under Election 3 with a specific date, e.g., June 30 OR the last day of February OR the first Tuesday in January. In the case of a Short Plan Year or a Short Limitation Year, include the year, e.g., May 1, 2014. ]

Plan Year (Choose one of (a) or (b). Choose (c) if applicable.) :

(a) [ X ]

December 31.

(b) [ n/a ]

Fiscal Plan Year: ending: .

Short Plan Year: commencing: and ending: .

Limitation Year (Choose one of (d) or (e). Choose (f) if applicable.) :

(d) [ X ]

Generally same as Plan Year. The Limitation Year is the same as the Plan Year except where the Plan Year is a short year in which event the Limitation Year is always a 12 month period, unless the short Plan Year (and short Limitation Year) result from a Plan amendment.

(e) [ n/a ]

Different Limitation Year: ending: .

(f) [ n/a ]

Short Limitation Year: commencing: and ending: .

4. EFFECTIVE DATE (1.20) . The Employer's adoption of the Plan is a (Choose one of (a) or (b). Complete (c) if new plan OR complete (c) and (d) if an amendment and restatement. Choose (e) and (f) if applicable.) :

(a) [ n/a ]

New Plan.

(b) [ X ]

Restated Plan.

PPA RESTATEMENT (leave blank if not applicable)

(1) [ X ]

This is an amendment and restatement to bring a plan into compliance with the Pension Protection Act of 2006 ("PPA") and other legislative and regulatory changes.

Nonstandardized 401(k) Plan

Initial Effective Date of Plan (enter date)

01/01/1985 (hereinafter called the "Effective Date" unless 4(d) is entered below)

Restatement Effective Date (If this is an amendment and restatement, enter effective date of the restatement.)

(d) [ X ]

January 1, 2016 ( enter month day, year; may enter a restatement date that is the first day of the current Plan Year. The Plan contains appropriate retroactive effective dates with respect to provisions for the appropriate laws if the Plan is a PPA Restatement.) (hereinafter called the "Effective Date")

[ Note : See Section 1.54 for the definition of Restated Plan. If this Plan is a PPA Restatement, the PPA restatement Effective Date may be a current date (as the basic plan document supplies the Effective Dates of various PPA and other provisions) or may be a retroactive date. If specific Plan provisions, as reflected in this Adoption Agreement and the basic plan documents, do not have the Effective Date stated in this Election 4, indicate as such in the election where called for or in Appendix A. ]

(e) [ n/a ]

Restatement of surviving and merging plans. The Plan restates two (or more) plans (Complete 4(c) and (d) above for this (surviving) Plan. Complete (1) below for the merging plan. Choose (2) if applicable. Unless otherwise noted, the restated Effective Date with regard to a merging plan is the later of the date of the merger or the restated Effective Date of this Plan.) :

(1)

Merging plan. The Plan was or will be merged into this surviving Plan as of: . The merging plan's restated Effective Date is: . The merging plan's original Effec t ive Date was: .

[ See the Note under Election 4(d) if this document is the merging plan's PPA restatement. ]

(2)

[n/a] Additional merging plans. The following additional plans were or will be merged into this surviving Plan (Complete a. and b. as applicable.) :

Name of merging plan

Merger date

Restated

Effective Date

Original

Effective Date

(f) [ n/a ]

Special Effective Date for Elective Deferral provisions:

[ Note: If Elective Deferral provision is not effective as of the Initial Effective Date or the Restatement Effective Date, enter the date as of which the Elective Deferral provision is effective. The Special Effective Date may not precede the date on which the Employer adopted the Plan. ]

5. TRUSTEE (1.67) . The Trustee executing this Adoption Agreement is (Choose one or more of (a), (b), or (c). Choose (d) or (e) if applicable.) :

(a) [ n/a ]

A discretionary Trustee. See Section 8.02(A).

(b) [ X ]

A nondiscretionary (directed) Trustee or Custodian. See Section 8.02(B).

A Trustee under the: BancFirst Trust (specify name of trust) , a separate trust agreement the Trustee has executed and that the IRS has approved for use with this Plan. Under this Election 5(c) the Trustee is not executing the Adoption Agreement and Article VIII of the basic plan document does not apply, except as indicated otherwise in the separate trust agreement. See Section 8.11(C).

(d) [ n/a ]

Permitted Trust amendments apply. Under Section 8.11(B) the Employer has made certain permitted amendments to the Trust. Such amendments do not constitute a separate trust under Election 5(c). See Election 59 in Appendix C.

(e) [ n/a ]

Use of non‑approved trust. A Trustee under the: (specify name of trust) , a separate trust agreement the Trustee has executed for use with this Plan. Under this Election 5(e) the Trustee is not executing the Adoption Agreement and Article VIII of the basic plan document does not apply, except as indicated otherwise in the separate trust agreement. See Section 8.11(C). [ Caution: Election 5(e) will result in the Plan losing reliance on its Opinion Letter and the Plan will be an individually designed plan .]

6. CONTRIBUTION TYPES (1.12) . The selections made below should correspond with the selections made under Article III of this Adoption Agreement. (If this is a frozen Plan (i.e., all contributions have ceased), choose (a) only.) :

Frozen Plan. See Sections 3.01(J) and 11.04.

(a) [ n/a ]

Contributions cease. All Contributions have ceased or will cease (Plan is frozen).

Nonstandardized 401(k) Plan

(1)

[ n/a ] Effective date of freeze: [ Note: Effective date is optional unless this is the amendment or restatement to freeze the Plan. ]

[ Note: Elections 20 through 30 and Elections 36 through 38 do not apply to any Plan Year in which the Plan is frozen .]

Contributions. The Employer and/or Participants, in accordance with the Plan terms, make the following Contribution Types to the Plan/Trust (Choose one or more of (b) through (h).) :

(b) [ X ]

Pre‑Tax Deferrals. See Section 3.02 and Elections 20‑23, and 34.

(1) [ X ]

Roth Deferrals. See Section 3.02(E) and Elections 20, 21, and 23. [ Note: The Employer may not limit Elective Deferrals to Roth Deferrals only. ]

Matching. See Sections 1.35 and 3.03 and Elections 24‑26. [ Note: The Employer may make an Operational QMAC without electing 6(c). See Section 3.03(C)(2). Do not elect for a safe harbor plan; use 6(e) instead. ]

(d) [ X ]

Nonelective. See Sections 1.38 and 3.04 and Elections 27-29. [ Note: The Employer may make an Operational QNEC without electing 6(d). See Section 3.04(C)(2). ]

(e) [ n/a ]

Safe Harbor/Additional Matching. The Plan is (or pursuant to a delayed election, may be) a safe harbor 401(k) Plan. The Employer will make (or under a delayed election, may make) Safe Harbor Contributions as it elects in Election 30. The Employer may or may not make Additional Matching Contributions as it elects in Election 30. See Election 26 as to matching Catch‑Up Deferrals. See Section 3.05.

(f) [ n/a ]

Employee (after‑tax). See Section 3.09 and Election 36.

(g) [ n/a ]

SIMPLE 401(k). The Plan is a SIMPLE 401(k) Plan. See Section 3.10. [ Note: The Employer electing 6(g) must elect a calendar year under 3(a) and may not elect any other Contribution Types except under Elections 6(b) and 6(h). ]

(h) [ n/a ]

Designated IRA. See Section 3.12 and Election 37.

7. DISABILITY (1.16) . Disability means (Choose one of (a) or (b).) :

(a) [X] Basic Plan. Disability as defined in Section 1.16(A).

(b) [n/a] Describe:

[ Note: The Employer may elect an alternative definition of Disability for purposes of Plan distributions. However, the use of an alternative definition may result in loss of favorable tax treatment of the Disability distribution. ]

8. EXCLUDED EMPLOYEES (1.22(D)) . The following Employees are not Eligible Employees but are Excluded Employees (Choose one of (a), (b), or (c).) :

[ Note: Regardless of the Employer's elections under Election 8: (i) Employees of any Related Employers (excluding the Signatory Employer) are Excluded Employees unless the Related Employer becomes a Participating Employer; and (ii) Reclassified Employees and Leased Employees are Excluded Employees unless the Employer in Appendix B elects otherwise. See Sections 1.22(B), 1.22(D)(3), and 1.24(D). However, in the case of a Multiple Employer Plan, see Section 12.02(B) as to the Employees of the Lead Employer. ]

(a) [ n/a ]

No Excluded Employees. There are no additional excluded Employees under the Plan as to any Contribution Type (skip to Election 9) .

Nonstandardized 401(k) Plan

(b) [ X ]

Exclusions - same for all Contribution Types . The following Employees are Excluded Employees for all Contribution Types (Choose one or more of (e) through (j). Choose column (1) for each exclusion elected at (e) through (i) .) :

Exclusions ‑ different exclusions apply. The following Employees are Excluded Employees for the designated Contribution Type (Choose one or more of (d) through (j). Choose Contribution Type as applicable.) :

[ Note: For this Election 8, unless described otherwise in Election 8(j), Elective Deferrals includes Pre‑Tax Deferrals, Roth Deferrals, Employee Contributions and Safe Harbor Contributions. Matching includes all Matching Contributions except Safe Harbor Matching Contributions. Nonelective includes all Nonelective Contributions except Safe Harbor Nonelective Contributions. ]

	(1)		(2)	(3)	(4)
Exclusions	All Contributions		Elective Deferrals	Matching	Nonelective

(d) [n/a] No exclusions. No exclusions as to the designated Contribution Type.	N/A (See Election 8(a))		[ ]	[ ]	[ ]

(e) [X] Collective Bargaining (union) Employees. As described in Code §410(b)(3)(A). See Section 1.22(D)(1).	[X]	OR	[ ]	[ ]	[ ]

(f) [X] Non‑Resident Aliens. As described in Code §410(b)(3)(C). See Section 1.22(D)(2).	[X]	OR	[ ]	[ ]	[ ]

(g) [n/a] HCEs. See Section 1.22(E). See Election 30(f) as to exclusion of some or all HCEs from Safe Harbor Contributions.	[ ]	OR	[ ]	[ ]	[ ]

(h) [n/a] Hourly paid Employees.	[ ]	OR	[ ]	[ ]	[ ]

(i) [n/a] Part‑Time/Temporary/Seasonal Employees. See Section 1.22(D)(4). A Part‑Time, Temporary or Seasonal Employee is an Employee whose regularly scheduled Service is less than (specify a maximum of 1,000) Hours of Service in the relevant Eligibility Computation Period. [ Note: The "relevant" Eligibility Computation Period is the Initial or Subsequent Eligibility Computation Period as defined in Section 2.02(C). ]	[ ]	OR	[ ]	[ ]	[ ]

[ Note: If the Employer under Election 8(i) elects to treat Part‑Time, Temporary and Seasonal Employees as Excluded Employees and any such an Employee actually completes at least 1,000 Hours of Service during the relevant Eligibility Computation Period, the Employee becomes an Eligible Employee. See Section 1.22(D)(4) .]

(j) [ X ]

Describe exclusion category and/or Contribution Type: Leased Employees are excluded from all contributions

(e.g., Exclude Division B Employees OR Exclude salaried Employees from Discretionary Matching Contributions.)

[ Note: Any exclusion under Election 8(j), except as to Part‑Time/Temporary/Seasonal Employees, may not be based on age or Service or level of Compensation. See Election 14 for eligibility conditions based on age or Service. The exclusions entered under Election 8(j) cannot result in the group of Nonhighly Compensated Employees (NHCEs) participating under the plan being only those NHCEs with the lowest amount of compensation and/or the shortest periods of service and who may represent the minimum number of these employees necessary to satisfy coverage under Code §410(b). ]

9. COMPENSATION (1.11(B)) . The following base Compensation (as adjusted under Elections 10 and 11) applies in allocating Employer Contributions (or the designated Contribution Type) (Choose one or more of (a) through (d) and choose Contribution Type as applicable. Choose (e) if applicable.) :

[ Note: For this Election 9 all definitions include Elective Deferrals unless excluded under Election 11. See Section 1.11(D). Unless described otherwise in Election 9(d), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions. In applying any Plan definition which references Section 1.11 Compensation, where the Employer in this Election 9 elects more than one Compensation definition for allocation purposes, the Plan Administrator will use W‑2 Wages for other Plan definitions of Compensation if the Employer has elected W‑2 Wages for any Contribution Type or Participant group under Election 9. If the Employer has not elected W‑2 Wages, the Plan Administrator for such other Plan definitions will use 415 Compensation. If the Plan is a Multiple Employer Plan, see Section 12.07. Election 9(d) below may cause allocation Compensation to fail to be nondiscriminatory under Treas. Reg. §1.414(s). ]

Nonstandardized 401(k) Plan

	(1)		(2)	(3)	(4)
	All Contributions		Elective Deferrals	Matching	Nonelective

(a) [n/a] W‑2 Wages (plus Elective Deferrals). See Section 1.11(B)(1).	[ ]	OR	[ ]	[ ]	[ ]

(b) [n/a] Code §3401 Federal Income Tax Withholding Wages (plus Elective Deferrals). See Section 1.11(B)(2).	[ ]	OR	[ ]	[ ]	[ ]

(c) [X] 415 Compensation (simplified). See Section 1.11(B)(3). [ Note: The Employer may elect an alternative "general 415 Compensation" definition by electing 9(c) and by electing the alternative definition in Appendix B. See Section 1.11(B)(4). ]	[X]	OR	[ ]	[ ]	[ ]

(d) [n/a] Describe Compensation by Contribution Type or by Participant group:

[ Note: Under Election 9(d), the Employer may: (i) elect Compensation from the elections available under Elections 9(a), (b), or (c), or a combination thereof as to a Participant group (e.g., W-2 Wages for Matching Contributions for Division A Employees and 415 Compensation in all other cases); and/or (ii) define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately preceding Election 9(a) (e.g., Compensation for Safe Harbor Matching Contributions means W‑2 Wages and for Additional Matching Contributions means 415 Compensation). ]

(e) [n/a] Allocate based on specified 12‑month period.

The allocation of all Contribution Types (or specified Contribution Types) will be made based on Compensation within a specified 12‑month period ending within the Plan Year as follows:

[ ]

10. PRE‑ENTRY/POST‑SEVERANCE COMPENSATION (1.11(H)/(I)) . Compensation under Election 9:

[ Note: For this Election 10, unless described otherwise in Elections 10(c) or (n), Elective Deferrals includes Pre‑Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions. Election 10(c) below may cause allocation Compensation to fail to be nondiscriminatory under Treas. Reg. §1.414(s). ]

	(1)		(2)	(3)	(4)
Pre‑Entry Compensation (Choose one of (a) or (b). Choose Contribution Type as applicable.) :	All Contributions		Elective Deferrals	Matching	Nonelective

(a) [n/a] Plan Year. Compensation for the entire Plan Year which includes the Participant's Entry Date. [ Note: If the Employer under Election 9(e) elects to allocate some or all Contribution Types based on a specified 12‑month period, Election 10(a) applies to that 12‑month period in lieu of the Plan Year .]	[ ]	OR	[ ]	[ ]	[ ]

(b) [X] Participating Compensation. Only Participating Compensation. See Section 1.11(H)(1).	[X]	OR	[ ]	[ ]	[ ]

[ Note: Under a Participating Compensation election, in applying any Adoption Agreement elected contribution limit or formula, the Plan Administrator will count only the Participant's Participating Compensation. See Section 1.11(H)(1) as to plan disaggregation. ]

[ Note: Under Election 10(c), the Employer may: (i) elect Compensation from the elections available under Pre-Entry Compensation or a combination thereof as to a Participant group (e.g., Participating Compensation for all Contribution Types as to Division A Employees, Plan Year Compensation for all Contribution Types to Division B Employees); and/or (ii) define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately preceding Pre‑Entry Compensation (e.g.,

Nonstandardized 401(k) Plan

Compensation for Nonelective Contributions is Participating Compensation and for Safe Harbor Nonelective Contributions is Plan Year Compensation). ]

Post‑Severance Compensation. The following adjustments apply to Post‑Severance Compensation paid within any applicable time period as may be required (Choose one of (d), (e), or (f).) :

[ Note: Under the basic plan document, if the Employer does not elect any adjustments, post‑severance compensation includes regular pay, leave cashouts, and deferred compensation, and excludes military and disability continuation payments. ]

(d) [ X ]

None. The Plan includes post‑severance regular pay, leave cashouts, and deferred compensation, and excludes post‑severance military and disability continuation payments as to any Contribution Type except as required under the basic plan document (skip to Election 11).

(e) [ n/a ]

Same for all Contribution Types. The following adjustments to Post‑Severance Compensation apply to all Contribution Types (Choose one or more of (h) through (n). Choose column (1) for each option elected at (h) through (m).) :

(f) [ n/a ]

Adjustments - different conditions apply. The following adjustments to Post‑Severance Compensation apply to the designated Contribution Types (Choose one or more of (g) through (n). Choose Contribution Type as applicable.) :

	(1)		(2)	(3)	(4)
Post‑Severance Compensation:	All Contributions		Elective Deferrals	Matching	Nonelective

(g) [n/a] None. The Plan takes into account Post‑Severance Compensation as to the designated Contribution Types as specified under the basic plan document.	N/A (See Election 10(d))		[ ]	[ ]	[ ]

(h) [n/a] Exclude All. Exclude all Post‑Severance Compensation. [ Note: 415 testing Compensation (versus allocation Compensation) must include Post‑Severance Compensation comprised of regular pay. See Section 4.05(F) .]	[ ]	OR	[ ]	[ ]	[ ]

(i) [n/a] Regular Pay. Exclude Post‑Severance Compensation comprised of regular pay. See Section 1.11(I)(1)(a). [ Note: 415 testing Compensation (versus allocation Compensation) must include Post‑Severance Compensation comprised of regular pay. See Section 4.05(F) .]	[ ]	OR	[ ]	[ ]	[ ]

(j) [n/a] Leave cash‑out. Exclude Post‑Severance Compensation comprised of leave cash ‑ out. See Section 1.11(I)(1)(b).	[ ]	OR	[ ]	[ ]	[ ]

(k) [n/a] Deferred Compensation. Exclude Post‑Severance Compensation comprised of deferred compensation. See Section 1.11(I)(1)(c).	[ ]	OR	[ ]	[ ]	[ ]

(l) [n/a] Salary continuation for military service. Include Post‑ Severance Compensation comprised of salary continuation for military service. See Section 1.11(I)(2).	[ ]	OR	[ ]	[ ]	[ ]

(m) [n/a] Salary continuation for disabled Participants. Include Post‑Severance Compensation comprised of salary continuation for disabled Participants. See Section 1.11(I)(3). (Choose one of (1) or (2).) : (1) [n/a] For NHCEs only. (2) [n/a] For all Participants. The salary continuation will continue for the following fixed or determinable period: (specify period) .	[ ]	OR	[ ]	[ ]	[ ]

(n) [n/a] Describe Post‑Severance Compensation by Contribution Type or by Participant group:

[ Note: Under Election 10(n), the Employer may: (i) elect Compensation from the elections available under Post-Severance Compensation or a combination thereof as to a Participant group (e.g., Include regular pay Post-Severance Compensation for all Contribution Types as to Division A Employees, no Post-Severance Compensation for all Contribution Types to Division B Employees); and/or (ii) define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately preceding Pre‑Entry Compensation (e.g., Compensation for Nonelective Contributions does not include any Post‑Severance Compensation and for Safe Harbor Nonelective Contributions includes regular pay Post‑Severance Compensation). ]

Nonstandardized 401(k) Plan

11. EXCLUDED COMPENSATION (1.11(G)) . Apply the following Compensation exclusions to Elections 9 and 10 (Choose one of (a) , (b), or (c) .) :

(a) [ X ]

No exclusions. Compensation as to all Contribution Types means Compensation as elected in Elections 9 and 10 (skip to Election 12) .

(b) [ n/a ]

Exclusions - same for all Contribution Types. The following exclusions apply to all Contribution Types (Choose one or more of (e) through (l). Choose column (1) for each option elected at (e) through (k).) :

Exclusions ‑ different conditions apply. The following exclusions apply for the designated Contribution Types (Choose one or more of (d) through (l) below. Choose Contribution Type as applicable.) :

[ Note: In a safe harbor 401(k) plan, allocations qualifying for the ADP or ACP test safe harbors must be based on a nondiscriminatory definition of Compensation. If the Plan applies permitted disparity, allocations also must be based on a nondiscriminatory definition of Compensation if the Plan is to avoid more complex testing. Elections 11(g) through (l) below may cause allocation Compensation to fail to be nondiscriminatory under Treas. Reg. §1.414(s). In a non-safe harbor 401(k) plan, Elections 11(g) through (l) which result in Compensation failing to be nondiscriminatory, may result in more complex nondiscrimination testing. For this Election 11, unless described otherwise in Election 11(l), Elective Deferrals includes Pre‑Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions .]

	(1)		(2)	(3)	(4)
Compensation Exclusions	All Contributions		Elective Deferrals	Matching	Nonelective

(d) [n/a] No exclusions ‑ limited. No exclusion as to the designated Contribution Type(s).	N/A (See Election 11(a))		[ ]	[ ]	[ ]

(e) [n/a] Elective Deferrals. See Section 1.21.	N/A		N/A	[ ]	[ ]

(f) [n/a] Fringe benefits. As described in Treas. Reg. §1.414(s)‑1(c)(3).	[ ]	OR	[ ]	[ ]	[ ]

(g) [n/a] Compensation exceeding $ . Apply this election to (Choose one of (1) or (2).) : (1) [n/a]All Participants. [ Note: If the Employer elects Safe Harbor Contributions under Election 6(e), the Employer may not elect 11(g)(1) to limit the Safe Harbor Contribution allocation to the NHCEs. ] (2) [n/a] HCE Participants only.	[ ]	OR	[ ]	[ ]	[ ]

(h) [n/a] Bonus.	[ ]	OR	[ ]	[ ]	[ ]

(i) [n/a] Commission.	[ ]	OR	[ ]	[ ]	[ ]

(j) [n/a] Overtime.	[ ]	OR	[ ]	[ ]	[ ]

(k) [n/a] Related Employers. See Section 1.24(C). (If there are Related Employers, choose one or both of (1) and (2).) : (1) [n/a] Non‑Participating. Compensation paid to Employees by a Related Employer that is not a Participating Employer.	[ ]	OR	[ ]	[ ]	[ ]
(2) [n/a] Participating. As to the Employees of any Participating Employer, Compensation paid by any other Participating Employer to its Employees. See Election 28(g)(2)a.	[ ]	OR	[ ]	[ ]	[ ]

(l) [n/a] Describe Compensation exclusion(s):

[ Note: Under Election 11(l), the Employer may: (i) describe Compensation from the elections available under Elections 11(d) through (k), or a combination thereof as to a Participant group (e.g., No exclusions as to Division A Employees and exclude bonus as to Division B Employees); (ii) define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately following Election 11(c) (e.g., Elective Deferrals means §125 cafeteria deferrals only OR No exclusions as to Safe Harbor Contributions and exclude bonus as to Nonelective Contributions); and/or (iii) describe another exclusion (e.g., Exclude shift differential pay). ]

Nonstandardized 401(k) Plan

12. HOURS OF SERVICE (1.32) . The Plan credits Hours of Service for the following purposes (and to the Employees described in Elections 12(d) or (e)) as follows (Choose one or more of (a) through (e) as applicable.) :

	(1)		(2)	(3)	(4)
	All Contributions		Eligibility	Vesting	Allocation Conditions

(a) [n/a] Actual Method. See Section 1.32(A)(1).	[ ]	OR	[ ]	[ ]	[ ]

(b) [n/a] Equivalency Method: (e.g., daily, weekly, etc.) . See Section 1.32(A)(2).	[ ]	OR	[ ]	[ ]	[ ]

(c) [n/a] Elapsed Time Method. See Section 1.32(A)(3).	[ ]	OR	[ ]	[ ]	[ ]

(d) [X] Actual (hourly) and Equivalency (salaried). Actual Method for hourly paid Employees and Equivalency Method: 90 Bi-Weekly (e.g., daily, weekly, etc.) for salaried Employees.	[X]	OR	[ ]	[ ]	[ ]

(e) [n/a] Describe method:

[ Note: Under Election 12(e), the Employer may describe Hours of Service from the elections available under Elections 12(a) through (d), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes, Actual Method applies to office workers and Equivalency Method applies to truck drivers). ]

13. ELECTIVE SERVICE CREDITING (1.59(C)) . The Plan must credit Related Employer Service under Section 1.24(C) and also must credit certain Predecessor Employer/Predecessor Plan Service under Section 1.59(B). If the Plan is a Multiple Employer Plan, the Plan also must credit Service as provided in Section 12.08. The Plan also elects under Section 1.59(C) to credit as Service the following Predecessor Employer service (Choose one of (a) or (b).) :

(a) [ n/a ]

Not applicable. No elective Predecessor Employer Service crediting applies.

(b) [ X ]

Applies. The Plan credits the specified service with the following designated Predecessor Employers as Service for the Employer for the purposes indicated (Choose one or both of (1) and (2) as applicable. Complete (3). Choose (4) if applicable.) :

[ Note: Any elective Service crediting under this Election 13 must be nondiscriminatory .]

(1) [ n/a ]

All purposes. Credit as Service for all purposes, service with Predecessor Employer(s): (insert as many names as needed) .

(1) [n/a] All purposes. Credit as Service for all purposes, service with Predecessor Employer(s): (insert as many names as needed) .

	(1)	(2)	(3)
(2) [X] Designated purposes. Credit as Service, service with the following Predecessor Employer(s) for the designated purpose(s):	Eligibility	Vesting	Contribution Allocation

a. Employer: Union Bank of Chandler, Exchange National Bank of Moore, Okemah National Bank, Bank of Commerce - Yukon, Wilcox & Jones(now part of Armour Assurance, Inc., Park State Bank, First Bartlesville Bank, Lincoln National Bank, Armour Assurance, Inc., RBC Agency, Inc., Exchange Bancshares of Moore, and 1st Bank of Oklahoma	[X]	[X]	[ ]

b. Employer:	[ ]	[ ]	[ ]

c. Employer:	[ ]	[ ]	[ ]

(3) Time period. Subject to any exceptions noted under Election 13(b)(4), the Plan credits as Service under Elections 13(b)(1) or (2) (Choose one or more of a., b., and c. as applicable.) :

a. [ n/a ]

All. All service, regardless of when rendered.

b. [ n/a ]

Service after. All service, which is or was rendered after: (specify date) .

c. [ X ]

Service before. All service, which is or was rendered before: the dates specified in 13(b)4 (specify date) .

(4) [ X ]

Describe elective Predecessor Employer Service crediting: For Employees of Union Bank of Chandler and Union National Bancshares of Chandler, Inc. who were employed by such entities as of November 10, 2010 and continue such employment through December 31, 2010, all service with such entities is credited; For Employees of Exchange National

Nonstandardized 401(k) Plan

Bank of Moore and Exchange Bancshares of Moore, who were employed by such entities as of December 31, 2010 all service with such entities is credited; For Employees of 1st Bank Oklahoma, who were employed by such entity as of January 1, 2012 and continue such service after such date, all service with such entity is credited; For Employees of Okemah National Bank, who were employed by such entity as of October 20, 2011 and who continue employment as Employees after such date, all service with such entity is credited; For Employees of RBC Insurance Agency, Inc. who were employed by such entity as of the date of the acquisition of RBC Insurance Agency by BancFirst Corporation or an affiliate of BancFirst Corporation and who remain employed by RBC Insurance Agnecy or BancFirst Co, Inc. or BancFirst Corporation or one of its affiliates after such acquisition shall be credited with their service with RBC Insurance Agency, Inc.

[ Note: Under Election 13(b)(4), the Employer may describe service crediting from the elections available under Elections 13(b)(1) through (3), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes credit all service with X, but credit service with Y only on/after 1/1/05 OR Credit all service for all purposes with entities the Employer acquires after 12/31/04 OR Service crediting for X Company applies only for purposes of Nonelective Contributions and not for Matching Contributions). ]

ARTICLE II

ELIGIBILITY REQUIREMENTS

14. ELIGIBILITY (2.01) . To become a Participant in the Plan, an Eligible Employee must satisfy (Choose one of (a), (b), or (c).) :

[ Note: If the Employer under a safe harbor plan elects "early" eligibility for Elective Deferrals (e.g., less than one Year of Service and age 21), but does not elect early eligibility for any Safe Harbor Contributions, also see Election 30(g). ]

[ Note: No eligibility conditions apply to Prevailing Wage Contributions. See Section 2.01(D). ]

(a) [ n/a ]

No conditions. No eligibility conditions as to all Contribution Types. Entry is on the Employment Commencement Date (if that date is also an Entry Date), or if later, upon the next following Plan Entry Date (skip to Election 16) .

(b) [ X ]

Eligibility - same for all Contribution Types. To become a Participant in the Plan as to all Contribution Types, an Eligible Employee must satisfy the following eligibility conditions (Choose one or more of (e) through (k). Choose column (1) for each option elected at (e) through (j).) :

Eligibility ‑ different conditions apply. To become a Participant in the Plan for the designated Contribution Types, an Eligible Employee must satisfy the following eligibility conditions (either as to all Contribution Types or as to the designated Contribution Type) (Choose one or more of (d) through (k). Choose Contribution Type as applicable.) :

[ Note: For this Election 14, unless described otherwise in Election 14(k), or the context otherwise requires, Elective Deferrals includes Pre‑Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Safe Harbor Matching Contributions under Section 3.05(E)(3) and Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions (except Safe Harbor Nonelective Contributions under Section 3.05(E)(2) and Operational QNECs under Section 3.04(C)(2)). Safe Harbor includes Safe Harbor Nonelective and Safe Harbor Matching Contributions. If the Employer elects more than one Year of Service as to Additional Matching, the Plan will not satisfy the ACP test safe harbor. See Section 3.05(F)(3). ]

Nonstandardized 401(k) Plan

	(1)		(2)	(3)	(4)	(5)
Eligibility Conditions	All Contributions		Elective Deferral	Matching	Nonelective	Safe Harbor

(d) [n/a] None. Entry on the Employment Commencement Date (if that date is also an Entry Date) or if later, upon the next following Plan Entry Date.	N/A (See Election 14(a))		[ ]	[ ]	[ ]	[ ]

(e) [X] Age 21 (not to exceed age 21) .	[X]	OR	[ ]	[ ]	[ ]	[ ]

(f) [n/a] One Year of Service. See Election 16(a).	[ ]	OR	[ ]	[ ]	[ ]	[ ]

(g) [n/a] Two Years of Service (without an intervening Break in Service). 100% vesting is required. [ Note: Two Years of Service does not apply to Elective Deferrals, Safe Harbor Contributions or SIMPLE Contributions. ]	N/A		N/A	[ ]	[ ]	N/A

(h) [n/a] month(s) (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions) . If more than 12 months, 100% vesting is required. Service need not be continuous (no minimum Hours of Service required, and is mere passage of time). [ Note: While satisfying a months of service condition without an Hours of Service requirement involves the mere passage of time, the Plan need not apply the Elapsed Time Method in Election 12(c) above, and still may elect the Actual Method in 12(a) above. ]	[ ]	OR	[ ]	[ ]	[ ]	[ ]

(i) [n/a] month(s) with at least Hours of Service in each month (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions) . If more than 12 months, 100% vesting is required. If the Employee does not complete the designated Hours of Service each month during the specified monthly time period, the Employee is subject to the one Year of Service (or two Years of Service if elect more than 12 months) requirement as defined in Election 16. The months during which the Employee completes the specified Hours of Service (Choose one of (1) or (2).) : (1) [n/a] Consecutive. Must be consecutive. (2) [n/a] Not consecutive. Need not be consecutive	[ ]	OR	[ ]	[ ]	[ ]	[ ]

(j) [n/a] Hours of Service within the time period following the Employee's Employment Commencement Date (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions) . If more than 12 months, 100% vesting is required. If the Employee does not complete the designated Hours of Service during the specified time period (if any), the Employee is subject to the one Year of Service (or two Years of Service if elect more than 12 months) requirement as defined in Election 16.	[ ]	OR	[ ]	[ ]	[ ]	[ ]

Nonstandardized 401(k) Plan

[ Note: The Employer may leave the time period option blank in Election 14(j) if the Employer wishes to impose an Hour of Service requirement without specifying a time period within which an Employee must complete the required Hours of Service. ]

(k) [ X ]

Describe eligibility conditions: 6 Continuous months of service beginning with the date of hire or One year of Eligibility Service

[ Note: The Employer may use Election 14(k) to describe different eligibility conditions as to different Contribution Types or Employee groups (e.g., As to all Contribution Types, no eligibility requirements for Division A Employees and one Year of Service as to Division B Employees). The Employer also may elect different ages for different Contribution Types and/or to specify different months or Hours of Service requirements under Elections 14(h), (i), or (j) as to different Contribution Types. Any election must satisfy Code §410(a). ]

15. SPECIAL ELIGIBILITY EFFECTIVE DATE (DUAL ELIGIBILITY) (2.01(E)) . The eligibility conditions of Election 14 and the entry date provisions of Election 17 apply to all Employees unless otherwise elected below (Choose (a) or (b) if applicable.) :

[ Note: Elections 15(a) or (b) may trigger a coverage failure under Code §410(b). ]

(a) [n/a]

Waiver of eligibility conditions for certain Employees. For all Contribution Types, the eligibility conditions and entry dates apply solely to an Eligible Employee employed or reemployed by the Employer after (specify date) . If the Eligible Employee was employed or reemployed by the Employer by the specified date, the Employee will become a Participant on the latest of: (i) the Effective Date; (ii) the restated Effective Date; (iii) the Employee's Employment Commencement Date or Re‑Employment Commencement Date; or (iv) the date the Employee attains age (not exceeding age 21) .

[ Note: If the Employer does not wish to impose an age condition under clause (iv) as part of the requirements for the eligibility conditions waiver, leave the age blank. ]

(b) [X]

Describe special eligibility Effective Date(s): Employees who were active participants in the 1st Bank Oklahoma 401(k) Profit Sharing Plan as of January 1, 2012 are eligible to participate in the Plan as of January 1, 2012; Employees who were active participants in the Okemah National Bank Employees 401(k) Profit Sharing Plan as of October 20, 2011 shall be eligible to participate as of October 21, 2011.

[ Note: Under Election 15(b), the Employer may describe special eligibility Effective Dates as to a Participant group and/or Contribution Type (e.g., Eligibility conditions apply only as to Nonelective Contributions and solely as to the Eligible Employees of Division B who were hired or reemployed by the Employer after January 1, 2012). ]

16. YEAR OF SERVICE ‑ ELIGIBILITY (2.02(A)) . (Choose (a), (b), and (c) as applicable.) :

[ Note: If the Employer under Election 14 elects a one or two Year(s) of Service condition (including any requirement which defaults to such conditions under Elections 14(i), (j), and (k)) or elects to apply a Year of Service for eligibility under any other Adoption Agreement election, the Employer should complete this Election 16. The Employer should not complete Election 16 if it elects the Elapsed Time Method for eligibility. ]

(a) [X]

Year of Service. An Employee must complete 1,000 Hour(s) of Service during the relevant Eligibility Computation Period to receive credit for one Year of Service under Article II. [ Note: The number may not exceed 1,000. If left blank, the requirement is 1,000 Hours of Service. ]

(b) [X]

Subsequent Eligibility Computation Periods. After the Initial Eligibility Computation Period described in Section 2.02(C)(2), the Plan measures Subsequent Eligibility Computation Periods as (Choose one of (1), (2), or (3).) :

(1) [X]

Plan Year. The Plan Year beginning with the Plan Year which includes the first anniversary of the Employee's Employment Commencement Date.

(2) [n/a]

Anniversary Year. The Anniversary Year, beginning with the Employee's second Anniversary Year.

(3) [n/a]

Split. The Plan Year as described in Election 16(b)(1) as to: (describe Contribution Type(s)) and the Anniversary Year as described in Election 16(b)(2) as to: (describe Contribution Type(s)) .

[ Note: To maximize delayed entry under a two Years of Service condition for Nonelective Contributions or Matching Contributions, the Employer should elect to remain on the Anniversary Year for such contributions. ]

Describe: (e.g., Anniversary Year as to Division A and Plan Year as to Division B.)

Nonstandardized 401(k) Plan

17. ENTRY DATE (2.02(D)) . Entry Date means the Effective Date and (Choose one or more of (a) through (g). Choose Contribution Types as applicable.) :

[ Note: For this Election 17, unless described otherwise in Election 17(g), Elective Deferrals includes Pre‑Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions (except Operational QNECs under Section 3.04(C)(2)). Entry as to Prevailing Wage Contributions is on the Employment Commencement Date. See Section 2.02(D)(3). ]

	(1) All Contributions		(2) Elective Deferrals	(3) Matching	(4) Nonelective

(a) [X] Semi‑annual. The first day of the first month and of the seventh month of the Plan Year.	[X]	OR	[ ]	[ ]	[ ]

(b) [n/a] First day of Plan Year.	[ ]	OR	[ ]	[ ]	[ ]

(c) [n/a] First day of each Plan Year quarter.	[ ]	OR	[ ]	[ ]	[ ]

(d) [n/a] The first day of each month.	[ ]	OR	[ ]	[ ]	[ ]

(e) [n/a] Immediate. Upon Employment Commencement Date or if later, upon satisfaction of eligibility conditions.	[ ]	OR	[ ]	[ ]	[ ]

(f) [n/a] First day of each payroll period.	[ ]	OR	[ ]	[ ]	[ ]

(g) [n/a] Describe Entry Date(s ):

[ Note: Under Election 17(g), the Employer may describe Entry Dates from the elections available under Elections 17(a) through (f), or a combination thereof as to a Participant group and/or Contribution Type or may elect additional Entry Dates (e.g., As to Matching Contributions excluding Additional Matching, immediate as to Division A Employees and semi-annual as to Division B Employees OR The earlier of the Plan's semi‑annual Entry Dates or the entry dates under the Employer's medical plan). ]

18. PROSPECTIVE/RETROACTIVE ENTRY DATE (2.02(D)) . An Employee after satisfying the eligibility conditions in Election 14 will become a Participant (unless an Excluded Employee under Election 8) on the Entry Date (if employed on that date) (Choose one or more of (a) through (f). Choose Contribution Type as applicable.) :

[ Note: Unless otherwise excluded under Election 8, an Employee who remains employed by the Employer on the relevant date must become a Participant by the earlier of: (i) the first day of the Plan Year beginning after the date the Employee completes the age and service requirements of Code §410(a); or (ii) 6 months after the date the Employee completes those requirements. For this Election 18, unless described otherwise in Election 18(f), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions, (except Operational QNECs under Section 3.04(C)(2)). ]

	(1)		(2)	(3)	(4)
	All Contributions		Elective Deferrals	Matching	Nonelective

(a) [X] Immediately following or coincident with the date the Employee completes the eligibility conditions.	[X]	OR	[ ]	[ ]	[ ]

(b) [n/a] Immediately following the date the Employee completes the eligibility conditions.	[ ]	OR	[ ]	[ ]	[ ]

(c) [n/a] Immediately preceding or coincident with the date the Employee completes the eligibility conditions.	N/A		N/A	[ ]	[ ]

(d) [n/a] Immediately preceding the date the Employee completes the eligibility conditions.	N/A		N/A	[ ]	[ ]

(e) [n/a] Nearest the date the Employee completes the eligibility conditions.	N/A		N/A	[ ]	[ ]

(f) [n/a]

Describe retroactive/prospective entry relative to Entry Date:

[ Note: Under Election 18(f), the Employer may describe the timing of entry relative to an Entry Date from the elections available under Elections 18(a) through (e), or a combination thereof as to a Participant group and/or Contribution Type (e.g., As to Matching Contributions excluding Additional Matching nearest as to Division A Employees and immediately following as to Division B Employees). ]

Nonstandardized 401(k) Plan

19. BREAK IN SERVICE ‑ PARTICIPATION (2.03) . The one year hold ‑out rule described in Section 2.03(C) (Choose one of (a), (b), or (c).) :

(a) [X]

Does not apply.

(b) [n/a]

Applies. Applies to the Plan and to all Participants.

Limited application. Applies to the Plan, but only to a Participant who has incurred a Severance from Employment.

[ Note: The Plan does not apply the rule of parity under Code §410(a)(5)(D) unless the Employer in Appendix B specifies otherwise. See Section 2.03(D). ]

ARTICLE III

PLAN CONTRIBUTIONS AND FORFEITURES

20. ELECTIVE DEFERRAL LIMITATIONS (3.02(A)) . The following limitations apply to Elective Deferrals under Election 6(b), which are in addition to those limitations imposed under the basic plan document (Choose (a) or choose (b) and (c) as applicable.) :

(a) [X]

None. No additional Plan imposed limits (skip to Election 21) .

[ Note: The Employer under Election 20 may not impose a lower deferral limit applicable only to Catch‑Up Eligible Participants and the Employer's elections must be nondiscriminatory. The elected limits apply to Pre‑Tax Deferrals and to Roth Deferrals unless described otherwise. Under a safe harbor plan: (i) NHCEs must be able to defer enough to receive the maximum Safe Harbor Matching and Additional Matching Contribution under the Plan and must be permitted to defer any lesser amount; and (ii) the Employer may limit Elective Deferrals to a whole percentage of Compensation or to a whole dollar amount. See Section 1.57(C) as to administrative limitations on Elective Deferrals. ]

(b) [n/a ]

Additional Plan limit(s). (Choose (1) and (2) as applicable. Complete (3) if (1) or (2) is chosen.) :

(1) [n/a]

Maximum deferral amount. A Participant's Elective Deferrals may not exceed: (specify dollar amount and/or percentage of Compensation).

(2) [n/a]

Minimum deferral amount. A Participant's Elective Deferrals may not be less than: (specify dollar amount and/or percentage of Compensation) .

(3) Application of limitations. The Election 20(b)(1) and (2) limitations apply based on Elective Deferral Compensation described in Elections 9 ‑ 11. If the Employer elects Plan Year/Participating Compensation under column (1) and in Election 10 elects Participating Compensation, in the Plan Years commencing after an Employee becomes a Participant, apply the elected minimum or maximum limitations to the Plan Year. Apply the elected limitation based on such Compensation during the designated time period and only to HCEs as elected below. ( Choose a. or choose b. and c. as applicable. Under each of a., b., or c. choose one of (1) or (2). Choose (3) if applicable.) :

	(1) Plan Year/Participating Compensation	(2) Payroll period	(3) HCEs only

a. [n/a] Both. Both limits under Elections 20(b)(1) and (2).	[ ]	[ ]	[ ]

b. [n/a]Maximum limit. The maximum amount limit under Election 20(b)(1).	[ ]	[ ]	[ ]

c. [n/a] Minimum limit. The minimum amount limit under Election 20(b)(2).	[ ]	[ ]	[ ]

[ Note: Under Election 20(c), the Employer: (i) may describe limitations on Elective Deferrals from the elections available under Elections 20(a) and (b) or a combination thereof as to a Participant group (e.g., No limit applies to Division A Employees. Division B Employees may not defer in excess of 10% of Plan Year Compensation); (ii) may elect a different time period to which the limitations apply; and/or (iii) may apply a different limitation to Pre‑Tax Deferrals and to Roth Deferrals. ]

21. AUTOMATIC DEFERRAL (ACA/EACA/QACA) (3.02(B)) . The Automatic Deferral provisions of Section 3.02(B) (Choose one of (a) or (b). Also see Election 34 regarding Automatic Escalation of Salary Reduction Agreements.) :

(a) [n/a]

Do not apply. The Plan is not an ACA, EACA, or QACA (skip to Election 22) .

(b) [X]

Apply. The Automatic Deferral Effective Date is the effective date of automatic deferrals or, as appropriate, any subsequent amendment thereto. (As to an EACA or QACA, this provision may not be effective earlier than Plan Years beginning on or after

Nonstandardized 401(k) Plan

January 1, 2008) . (Complete (1), (2), and (3). Complete (4) and (5) if an EACA or an EACA/QACA. Choose (6), (7), and/or (8) as applicable.) :

(1) Type of Automatic Deferral Arrangement. The Plan is an (Choose one of a., b., or c.) :

a. [n/a]

ACA. The Plan is an Automatic Contribution Arrangement (ACA) under Section 3.02(B)(1).

b. [X]

EACA. The Plan is an Eligible Automatic Contribution Arrangement (EACA) under Section 3.02(B)(2).

c. [n/a]

EACA/QACA. The Plan is a combination EACA and Qualified Automatic Contribution Arrangement (QACA) under Sections 3.02(B)(3) and 3.05(J).

[ Note: If the Employer chooses Elections 21(b)(1)c, the Employer also must choose election 6(e) and complete Election 30 as to the Safe Harbor Contributions under the QACA .]

(2) Participants affected. The Automatic Deferral applies to (Choose one of a., b., c., or d. Choose e. if applicable.) :

a. [n/a]

All Participants. All Participants, regardless of any prior Salary Reduction Agreement, unless and until they make a Contrary Election after the Automatic Deferral Effective Date.

b. [n/a]

Election of at least Automatic Deferral Percentage. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date provided that the Elective Deferral amount under the Agreement is at least equal to the Automatic Deferral Percentage.

c. [X]

No existing Salary Reduction Agreement. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date regardless of the Elective Deferral amount under the Agreement.

d. [n/a]

New Participants (not applicable to QACA). Each Employee whose Entry Date is on or following the Automatic Deferral Effective Date.

e. [n/a]

Describe affected Participants (not applicable to QACA):

[ Note: The Employer in Election 21(b)(2)e. may further describe affected Participants, e.g., non‑Collective Bargaining Employees OR Division A Employees. However, for Plan Years commencing on or after January 1, 2010, all Employees eligible to defer must be Covered Employees to apply the 6‑month correction period without excise tax under Code §4979 .]

(3) Automatic Deferral Percentage/Scheduled increases. (Choose one of a., b., or c.) :

a. [n/a]

Fixed percentage. The Employer, as to each Participant affected, will withhold as the Automatic Deferral Percentage, % from the Participant's Compensation each payroll period unless the Participant makes a Contrary Election. The Automatic Deferral Percentage will or will not increase in Plan Years following the Plan Year containing the Automatic Deferral Effective Date (or, if later, the Plan Year or partial Plan Year in which the Automatic Deferral first applies to a Participant) as follows (Choose one of d., e., or f.) :

[ Note: In order to satisfy the QACA requirements, enter an amount between 6% and 10% if no scheduled increase. ]

b. [n/a]

QACA statutory increasing schedule. The Automatic Deferral Percentage will be:

Plan Year of application to a Participant	Automatic Deferral Percentage
1	3%
2	3%
3	4%
4	5%
5 and thereafter	6%

c. [X]

Other increasing schedule. The Automatic Deferral Percentage will be:

Plan Year of application to a Participant	Automatic Deferral Percentage
First	3%
Second	4%
Third	5%
Fourth and beyond	6%
	%

d. [n/a]

No scheduled increase. The Automatic Deferral Percentage applies in all Plan Years.

e. [n/a]

Automatic increase. The Automatic Deferral Percentage will increase by % per year up to a maximum of % of Compensation .

f. [n/a] Describe increase:

Nonstandardized 401(k) Plan

[ Note: To satisfy the QACA requirements, the Automatic Deferral Percentage must be: (i) a fixed percentage which is at least 6% and not more than 10% of Compensation; (ii) an increasing Automatic Deferral Percentage in accordance with the schedule under Election 20(b)(3)b.; or (iii) an alternative schedule which must require, for each Plan Year, an Automatic Deferral Percentage that is at least equal to the Automatic Deferral Percentage under the schedule in Election 21(b)(3)b. and which does not exceed 10%. See Section 3.02(B)(3). ]

(4)

EACA permissible withdrawal. The permissible withdrawal provisions of Section 3.02(B)(2)(d) (Choose one of a., b., or c. ) :

a. [ n/a ]

Do not apply.

b. [ X ]

90 day withdrawal . Apply within 90 days of the first Automatic Deferral.

c. [ n/a ]

30‑90 day withdrawal . Apply, within days of the first Automatic Deferral (may not be less than 30 nor more than 90 days) .

(5)

Contrary Election/Covered Employee. For Plan Years beginning on or after January 1, 2010, any Participant who makes a Contrary Election (Choose one of a. or b.; leave blank if an ACA or a QACA not subject to the ACP test .) :

a. [ n/a ]

Covered Employee . Is a Covered Employee and continues to be covered by the EACA provisions. [ Note: Under this Election, the Participant's Contrary Election will remain in effect, but the Participant must receive the EACA annual notice. ]

b. [ X ]

Not a Covered Employee . Is not a Covered Employee and will not continue to be covered by the EACA provisions. [ Note: Under this Election, the Participant no longer must receive the EACA annual notice, but the Plan cannot use the six‑month period for relief from the excise tax of Code §4979(f)(1). ]

(6)

Change Date. The Elective Deferrals under Election 21(b)(3)b., c., e., or f. will increase on the following day each Plan Year:

a. [ X ]

First day of the Plan Year.

b. [ n/a ]

Other:

(must be a specified or definitely determinable date that occurs at least annually)

(7)

First Year of Increase. The automatic increase under Election 21(b)(3)e. or f. will apply to a Participant beginning with the first Change Date after the Participant first has automatic deferrals withheld, unless a. is selected below:

a. [ n/a ]

The increase will apply as of the second Change Date thereafter.

(8) [n/a] Describe Automatic Deferral:

[ Note: Under Election 21(b)(8), the Employer may describe Automatic Deferral provisions from the elections available under Election 21 and/or a combination thereof as to a Participant group (e.g., Automatic Deferrals do not apply to Division A Employees. All Division B Employee/Participants are subject to an Automatic Deferral Amount equal to 3% of Compensation effective as of January 1, 2013). ]

22. CODA (3.02(C)) . The CODA provisions of Section 3.02(C) (Choose one of (a) or (b).) :

(a) [ X ]

Do not apply.

(b) [ n/a ]

Apply. For each Plan Year for which the Employer makes a designated CODA contribution under Section 3.02(C), a Participant may elect to receive directly in cash not more than the following portion (or, if less, the Elective Deferral Limit) of his/her proportionate share of that CODA contribution (Choose one of (1) or (2).) :

(1) [ n/a ]

All or any portion.

(2) [ n/a ]

23. CATCH‑UP DEFERRALS (3.02(D)) . The Plan permits Catch‑Up Deferrals unless the Employer elects otherwise below. (Choose (a) if applicable.)

(a) [n/a] Not Permitted. May not make Catch‑Up Deferrals to the Plan.

Nonstandardized 401(k) Plan

24. MATCHING CONTRIBUTIONS (EXCLUDING SAFE HARBOR MATCH AND ADDITIONAL MATCH UNDER SECTION 3.05) (3.03(A)) . The Employer Matching Contributions under Election 6(c) are subject to the following additional elections regarding type (discretionary/fixed), rate/amount, limitations and time period (collectively, such elections are "the matching formula") and the allocation of Matching Contributions is subject to Section 3.06 except as otherwise provided (Choose one or more of (a) through (g) as applicable; then, for the elected match, complete (1), (2), and/or (3) as applicable. If the Employer completes (2) or (3), also complete one of (4), (5), or (6).) :

[ Note: If the Employer wishes to make any Matching Contributions that satisfy the ADP or ACP safe harbor, the Employer should make these Elections under Election 30, and not under this Election 24. ]

(1)

(2)

(3)

(4)

(5)

(6)

Match

Rate/Amt

[$/% of Elective

Deferrals]

Limit on

Deferrals

Matched

[$/% of

Compensation]

Limit on

Match Amount

[$/% of

Compensation]

Apply

limit(s) per

Plan Year

["true‑up"]

Apply

limit(s) per

payroll

period [no

"true‑up"]

Apply

limit(s) per

designated

time period

[no "true‑up"]

(a) [X] Discretionary – see Section 1.35(B) ( The Employer may, but is not required to complete (a)(1)‑(6). See the "Note" following Election 24. )

50%

[X]

[ ]

(b) [n/a] Fixed – uniform rate/amount

[ ]

Elective

Deferral %

Matching

Rate

[ ]

(d) [n/a] Fixed – Years of Service

Years

of Service

Matching

Rate

[ ]

(1)

"Years of Service" under this Election 24(d) means (Choose one of a. or b.) :

a. [ n/a ]

Eligibility. Years of Service for eligibility in Election 16.

b. [ n/a ]

Vesting. Years of Service for vesting in Elections 43 and 44.

(e) [n/a] Fixed – multiple formulas

Formula 1:

[ ]

Formula 2:

[ ]

Formula 3:

[ ]

(f) [n/a] Related and Participating Employers. If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Matching Contributions to the Plan, the following apply (Complete (1) and (2).) :

(1)

Matching formula. The matching formula for the Participating Employer(s) (Choose one of a. or b.) :

a. [ n/a ]

All the same. Is (are) the same as for the Signatory Employer under this Election 24.

b. [ n/a ]

At least one different. Is (are) as follows: .

Nonstandardized 401(k) Plan

(2)

Allocation sharing. The Plan Administrator will allocate the Matching Contributions made by the Signatory Employer and by any Participating Employer (Choose one of a. or b.) :

a. [ n/a ]

Employer by Employer. Only to the Participants directly employed by the contributing Employer.

b. [ n/a ]

Across Employer lines. To all Participants regardless of which Employer directly employs them and regardless

of whether their direct Employer made Matching Contributions for the Plan Year.

[ Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 24(f) unless there are Related Employers which are also Participating Employers . See Section 1.24(D). ]

(g) [n/a] Describe: (The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401‑1(b). If the formula is non‑uniform, it is not a design‑based safe harbor for nondiscrimination purposes.)

[ Note: See Section 1.35(A) as to Fixed Matching Contributions. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation. The matching rate/amount is the specified rate/amount of match for the corresponding Elective Deferral amount/percentage. Any Matching Contributions apply to Pre‑Tax Deferrals and to Roth Deferrals unless described otherwise in Election 24(g). Matching Contributions for nondiscrimination testing purposes are subject to the targeting limitations. See Section 4.10(D). The Employer under Election 24(a) in its discretion may determine the amount of a Discretionary Matching Contribution and the matching contribution formula. Alternatively, the Employer in Election 24(a) may specify the Discretionary Matching Contribution formula. ]

25. QMAC (PLAN‑DESIGNATED) (3.03(C)(1)) . The following provisions apply regarding Plan‑Designated QMACs (Choose one of (a) or (b).) :

[ Note: Regardless of its elections under this Election 25, the Employer under Section 3.03(C)(2) may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QMACs which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or ACP test failure. ]

(a) [ X ]

Not applicable. There are no Plan‑Designated QMACs.

(b) [ n/a ]

Applies. There are Plan‑Designated QMACs to which the following provisions apply (Complete (1) and (2).) :

(1)

Matching Contributions affected. The following Matching Contributions (as allocated to the designated allocation group under Election 25(b)(2)) are Plan‑Designated QMACs (Choose one of a. or b.) :

a. [ n/a ]

All. All Matching Contributions.

b. [ n/a ]

Designated. Only the following Matching Contributions under Election 24: .

(2)

Allocation Group. Subject to Section 3.06, allocate the Plan‑Designated QMAC (Choose one of a. or b.) :

a. [ n/a ]

NHCEs only. Only to NHCEs who make Elective Deferrals subject to the Plan‑Designated QMAC.

b. [ n/a ]

All Participants. To all Participants who make Elective Deferrals subject to the Plan‑Designated QMAC.

The Plan Administrator will allocate all other Matching Contributions as Regular Matching Contributions under Section 3.03(B), except as provided in Sections 3.03(C)(2) or 3.05.

[ Note: See Section 4.10(D) as to targeting limitations applicable to QMAC nondiscrimination testing. ]

26. MATCHING CATCH‑UP DEFERRALS (3.03(D)) . If a Participant makes a Catch‑Up Deferral, the Employer (Choose one of (a) or (b); leave blank if Election 23(a) is selected.) :

(a) [ X ]

Match. Will apply to the Catch‑Up Deferral (Choose one of (1) or (2).) :

(1) [ X ]

All. All Matching Contributions.

(2) [ n/a ]

Designated. The following Matching Contributions in Election 24: .

(b) [n/a] No Match. Will not match any Catch‑Up Deferrals.

[ Note: Election 26 does not apply to a safe harbor 401(k) plan unless the Employer will apply the ACP test. See Elections 38(a)(2)b. In this case, Election 26 applies only to Additional Matching, if any. A safe harbor 401(k) Plan will apply the Basic Match, QACA Basic Match or Enhanced Match to Catch‑Up Deferrals. If the Employer elects to apply the ACP test safe harbor under Election 38(a)(2)a., Election 26 does not apply and the Plan also will apply any Additional Match to Catch‑Up Deferrals. ]

Nonstandardized 401(k) Plan

27. NONELECTIVE CONTRIBUTIONS (TYPE/AMOUNT) INCLUDING PREVAILING WAGE CONTRIBUTIONS (3.04(A)) . The Employer Nonelective Contributions under Election 6(d) are subject to the following additional elections as to type and amount (Choose one or more of (a) through (e) as applicable.) :

(a) [X] Discretionary. An amount the Employer in its sole discretion may determine.

(b) [n/a] Fixed. (Choose one or more of (1) through (3) as applicable.) :

(1) [ n/a ]

Uniform %. % of each Participant's Compensation, per (e.g., Plan Year, month) .

(2) [ n/a ]

Fixed dollar amount. $ , per (e.g., Plan Year, month, HOS, per Participant per month) .

(3) [ n/a ]

Describe:

(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b). If the formula is non-uniform, it is not a design-based safe harbor for nondiscrimination purposes.)

[ Note: The Employer under Election 27(b)(3) may specify any Fixed Nonelective Contribution formula not described under Elections 27(b)(1) or (2) (e.g., For each Plan Year, 2% of net profits exceeding $50,000, or The cash value of unused paid time off, as described in Section 3.04(A)(2)(a) and the Employer's Paid Time Off Plan) and/or the Employer may describe different Fixed Nonelective Contributions as applicable to different Participant groups (e.g., A Fixed Nonelective Contribution equal to 5% of Plan Year Compensation applies to Division A Participants and a Fixed Nonelective Contribution equal to $500 per Participant each Plan Year applies to Division B Participants). ]

Prevailing Wage Contribution. The Prevailing Wage Contribution amount(s) specified for the Plan Year or other applicable period in the Employer's Prevailing Wage Contract(s). The Employer will make a Prevailing Wage Contribution only to Participants covered by the Contract and only as to Compensation paid under the Contract. The Employer must specify the Prevailing Wage Contribution by attaching an appendix to the Adoption Agreement that indicates the contribution rate(s) applicable to the prevailing wage employment/job classification(s). If the Participant accrues an allocation of Employer Contributions (including forfeitures) under the Plan or any other Employer plan in addition to the Prevailing Wage Contribution, the Plan Administrator will (Choose one of (1) or (2).) :

(1) [ n/a ]

No offset. Not reduce the Participant's Employer Contribution allocation by the amount of the Prevailing Wage Contribution.

(2) [ n/a ]

Offset. Reduce the Participant's Employer Contribution allocation by the amount of the Prevailing Wage Contribution.

(d) [n/a] Related and Participating Employers. If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Nonelective Contributions to the Plan, the contribution formula(s) (Choose one of (1) or (2).) :

(1) [ n/a ]

All the same. Is (are) the same as for the Signatory Employer under this Election 27.

(2) [ n/a ]

At least one different. Is (are) as follows: .

[ Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 27(d) unless there are Related Employers which are also Participating Employers . See Section 1.24(D). The Employer electing 27(d) also must complete Election 28(g) as to the allocation methods which apply to the Participating Employers. ]

(e) [n/a] Describe:

(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401‑1(b). If the formula is non‑uniform, it is not a design‑based safe harbor for nondiscrimination purposes.)

[ Note: Under Election 27(e), the Employer may describe the amount and type of Nonelective Contributions from the elections available under Election 27 and/or a combination thereof as to a Participant group (e.g., A Discretionary Nonelective Contribution applies to Division A Employees. A Fixed Nonelective Contribution equal to 5% of Plan Year Compensation applies to Division B Employees). ]

28. Nonelective CONTRIBUTION ALLOCATION (3.04(B)) . The Plan Administrator, subject to Section 3.06, will allocate to each Participant any Nonelective Contribution (excluding QNECs) under the following contribution allocation formula (Choose one or more of (a) through (h) as applicable.) :

(a) [X] Pro rata. As a uniform percentage of Participant Compensation.

(b) [n/a] Permitted disparity. In accordance with the permitted disparity allocation provisions of Section 3.04(B)(2), under which the following permitted disparity formula and definition of "Excess Compensation" apply (Complete (1) and (2).) :

(1) Formula (Choose one of a., b., or c.) :

a. [ n/a ]

Two‑tiered.

b. [ n/a ]

Four‑tiered.

c. [ n/a ]

Two‑tiered , except that the four‑tiered formula will apply in any Plan Year for which the Plan is top‑heavy.

Nonstandardized 401(k) Plan

(2)

Excess Compensation. For purposes of Section 3.04(B)(2), "Excess Compensation" means Compensation in excess of the integration level provided below (Choose one of a. or b.) :

a. [ n/a ]

Percentage amount. % (not exceeding 100%) of the Taxable Wage Base in effect on the first day of the Plan Year, rounded to the next highest $ (not exceeding the Taxable Wage Base) .

b. [ n/a ]

Dollar amount. The following amount: $ (not exceeding the Taxable Wage Base in effect on the first day of the Plan Year) .

(c) [n/a] Incorporation of contribution formula. The Plan Administrator will allocate any Fixed Nonelective Contribution under Elections 27(b), 27(d), or 27(e), or any Prevailing Wage Contribution under Election 27(c), in accordance with the contribution formula the Employer adopts under those Elections.

(d) [n/a] Classifications of Participants. [ This is a nondesigned based safe harbor allocation method. ] In accordance with the classifications allocation provisions of Section 3.04(B)(3). (Complete (1) and (2).) :

(1) Description of the classifications. [ This is a nondesigned based safe harbor allocation method. ] The classifications are (Choose one of a., b., or c.) :

[ Note: Typically, the Employer would elect 28(d) where it intends to satisfy nondiscrimination requirements using "cross‑testing" under Treas. Reg. §1.401(a)(4)‑8. However, choosing this election does not necessarily require application of cross‑testing and the Plan may be able to satisfy nondiscrimination as to its classification‑based allocations by testing allocation rates. ]

a. [ n/a ]

Each in own classification. Each Participant constitutes a separate classification.

b. [ n/a ]

NHCEs/HCEs. Nonhighly Compensated Employee/Participants and Highly Compensated Employee/Participants.

c. [ n/a ]

Describe the classifications:

[ Note: Any classifications under Election 28(d) must result in a definitely determinable allocation under Treas. Reg. §1.401‑1(b)(1)(ii). The classifications cannot limit the NHCEs benefiting under the Plan only to those NHCE/Participants with the lowest Compensation and/or the shortest periods of Service and who may represent the minimum number of benefiting NHCEs necessary to pass coverage under Code §410(b). In the case of a self‑employed Participant (i.e., sole proprietorships or partnerships), the requirements of Treas. Reg. §1.401(k)‑1(a)(6) apply and the allocation method should not result in a cash or deferred election for the self‑employed Participant. The Employer by the due date of its tax return (including extensions) must advise the Plan Administrator or Trustee in writing as to the allocation rate applicable to each Participant under Election 28(d)(1)a. or applicable to each classification under Elections 28(d)(1)b. or c. for the allocation Plan Year. ]

(2)

Allocation method within each classification. Allocate the Nonelective Contribution within each classification as follows (Choose one of a., b., or c.) :

a. [ n/a ]

Pro rata. As a uniform percentage of Compensation of each Participant within the classification.

b. [ n/a ]

Flat dollar. The same dollar amount to each Participant within the classification.

c. [ n/a ]

Describe:

(e.g., Allocate pro rata to NHCEs and flat dollar to HCEs.)

(e) [ n/a ]

Age‑based. [ This is a nondesigned based safe harbor allocation method. ] In accordance with the age‑based allocation provisions of Section 3.04(B)(5). The Plan Administrator will use the Actuarial Factors based on the following assumptions (Complete both (1) and (2).) :

(1)

Interest rate. (Choose one of a., b., or c.) :

a. [n/a] 7.5% b. [n/a] 8.0% c. [n/a] 8.5%

(2)

Mortality table. (Choose one of a. or b.) :

a. [ n/a ]

UP‑1984. See Appendix D.

b. [ n/a ]

Alternative: (Specify 1983 GAM, 1983 IAM, 1971 GAM or 1971 IAM and attach applicable tables using such mortality table and the specified interest rate as replacement Appendix D.)

(f) [ n/a ]

Uniform points. In accordance with the uniform points allocation provisions of Section 3.04(B)(6). Under the uniform points allocation formula, a Participant receives (Choose one or both of (1) and (2). Choose (3) if applicable.) :

(1) [ n/a ]

Years of Service. point(s) for each Year of Service. The maximum number of Years of Service counted for points is .

"Year of Service" under this Election 28(f) means (Choose one of a. or b.) :

a. [ n/a ]

Eligibility. Years of Service for eligibility in Election 16.

b. [ n/a ]

Vesting. Years of Service for vesting in Elections 43 and 44.

Nonstandardized 401(k) Plan

[ Note: A Year of Service must satisfy Treas. Reg. §1.401(a)(4) ‑11(d)(3) for the uniform points allocation to qualify as a safe harbor allocation under Treas. Reg. §1.401(a)(4) ‑2(b)(3). ]

(2) [ n/a ]

Age. point(s) for each year of age attained during the Plan Year.

(3) [ n/a ]

Compensation. point(s) for each $ (not to exceed $200) increment of Plan Year Compensation.

(g) [ n/a ]

Related and Participating Employers. If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Nonelective Contributions to the Plan, the Plan Administrator will allocate the Nonelective Contributions made by the Participating Employer(s) under Election 27(d) (Complete (1) and (2).) :

(1)

Allocation Method. (Choose one of a. or b.) :

a. [ n/a ]

All the same. Using the same allocation method as applies to the Signatory Employer under this Election 28.

b. [ n/a ]

At least one different. Under the following allocation method(s): .

(2)

Allocation sharing. The Plan Administrator will allocate the Nonelective Contributions made by the Signatory Employer and by any Participating Employer (Choose one of a. or b.) :

a. [ n/a ]

Employer by Employer. Only to the Participants directly employed by the contributing Employer.

b. [ n/a ]

Across Employer lines. To all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Nonelective Contributions for the Plan Year.

[ Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 28(g) unless there are Related Employers which are also Participating Employers. See Section 1.24(D) and Election 27(d). If the Employer elects 28(g)(2)a., the Employer should also elect 11(k)(2), to disregard the Compensation paid by "Y" Participating Employer in determining the allocation of the "X" Participating Employer contribution to a Participant (and vice versa) who receives Compensation from both X and Y. If the Employer elects 28(g)(2)b., the Employer should not elect 11(k)(2). Election 28(g)(2)a. does not apply to Safe Harbor Nonelective Contributions. ]

(h) [ n/a ]

Describe:

29. QNEC (PLAN‑DESIGNATED) (3.04(C)(1)) . The following provisions apply regarding Plan‑Designated QNECs (Choose one of (a) or (b).) :

[ Note: Regardless of its elections under this Election 29, the Employer under Section 3.04(C)(2) may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QNECs which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or ACP test failure .]

(a) [ X ]

Not applicable. There are no Plan‑Designated QNECs.

(b) [ n/a ]

Applies. There are Plan‑Designated QNECs to which the following provisions apply (Complete (1), (2), and (3).) :

(1)

Nonelective Contributions affected. The following Nonelective Contributions (as allocated to the designated allocation group under Election 29(b)(2)) are Plan‑Designated QNECs (Choose one of a. or b.) :

a. [ n/a ]

All. All Nonelective Contributions.

b. [ n/a ]

Designated. Only the following Nonelective Contributions under Election 27: .

(2)

Allocation Group. Subject to Section 3.06, allocate the Plan‑Designated QNEC (Choose one of a. or b.) :

a. [ n/a ]

NHCEs only. Only to NHCEs under the method elected in Election 29(b)(3).

b. [ n/a ]

All Participants. To all Participants under the method elected in Election 29(b)(3).

(3)

Allocation Method. The Plan Administrator will allocate a Plan‑Designated QNEC using the following method (Choose one of a., b., c., or d.) :

a. [ n/a ]

Pro rata.

b. [ n/a ]

Flat dollar.

c. [ n/a ]

Reverse. See Section 3.04(C)(3).

d. [ n/a ]

Describe:

Nonstandardized 401(k) Plan

[ Note: See Section 4.10(D) as to targeting limitations applicable to QNEC nondiscrimination testing. ]

30. SAFE HARBOR 401(k) PLAN (SAFE HARBOR CONTRIBUTIONS/ADDITIONAL MATCHING CONTRIBUTIONS) (3.05) . The Employer under Election 6(e) will (or in the case of the Safe Harbor Nonelective Contribution may) contribute the following Safe Harbor Contributions described in Section 3.05(E) and will or may contribute Additional Matching Contributions described in Section 3.05(F) (Choose one of (a) through (e) when and as applicable. Complete (f) and (i). Choose (g), (h), and (j) as applicable.) :

(a) [ n/a ]

Safe Harbor Nonelective Contribution (including QACA). The Safe Harbor Nonelective Contribution equals % of a Participant's Compensation [ Note: The amount in the blank must be at least 3%. The Safe Harbor Nonelective Contribution applies toward (offsets) most other Employer Nonelective Contributions. See Section 3.05(E)(12). ]

(b) [ n/a ]

Safe Harbor Nonelective Contribution (including QACA)/delayed year‑by‑year election (maybe and supplemental notices). In connection with the Employer's provision of the maybe notice under Section 3.05(I)(1), the Employer elects into safe harbor status by giving the supplemental notice and by making this Election 30(b) to provide for a Safe Harbor Nonelective Contribution equal to % (specify amount at least equal to 3%) of a Participant's Compensation. This Election 30(b) and safe harbor status applies for the Plan Year ending: (specify Plan Year end) , which is the Plan Year to which the Employer's maybe and supplemental notices apply.

[ Note: An Employer distributing the maybe notice can use election 30(b) without completing the year. Doing so requires the Plan to perform Current Year Testing unless the Employer decides to elect safe harbor status. If the Employer wishes to elect safe harbor status for a single year, the Employer must amend the Plan to enter the Plan Year end above. ]

(c) [n/a]Basic Matching Contribution. A Matching Contribution equal to 100% of each Participant's Elective Deferrals not exceeding 3% of the Participant's Compensation, plus 50% of each Participant's Elective Deferrals in excess of 3% but not in excess of 5% of the Participant's Compensation. See Sections 1.35(E) and 3.05(E)(4). (Complete (1).) :

(1) Time period. For purposes of this Election 30(c), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [ Note: The Employer must complete the blank line with the applicable time period for computing the Basic Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year." ]

(d) [n/a]

QACA Basic Matching Contribution. A Matching Contribution equal to 100% of a Participant's Elective Deferrals not exceeding 1% of the Participant's Compensation, plus 50% of each Participant's Elective Deferrals in excess of 1% but not in excess of 6% of the Participant's Compensation. (Complete (1).) : [ Note: This election is available only if the Employer has elected the QACA automatic deferrals provisions under Election 21. ]

(1) Time period. For purposes of this Election 30(d), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [ Note: The Employer must complete the blank line with the applicable time period for computing the QACA Basic Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year." ]

(e) [n/a]

Enhanced Matching Contribution (including QACA). See Sections 1.35(F) and 3.05(E)(6). (Choose one of (1) or (2) and complete (3) for any election.) :

(1) [n/a]

Uniform percentage. A Matching Contribution equal to % of each Participant's Elective Deferrals but not as to Elective Deferrals exceeding % of the Participant's Compensation.

(2) [n/a]

Tiered formula. A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant's Elective Deferral percentage. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation.

Elective Deferral Percentage

Matching Rate

(3) Time period. For purposes of this Election 30(e), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [ Note: The Employer must complete the blank line with the applicable time period for computing the Enhanced Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year." ]

[ Note: The matching rate may not increase as the Elective Deferral percentage increases and the Enhanced Matching formula otherwise must satisfy the requirements of Code §§401(k)(12)(B)(ii) and (iii) (taking into account Code §401(k)(13)(D)(ii) in the case of a QACA). If the Employer elects to satisfy the ACP safe harbor under Election 38(a)(2)a., the Employer also must limit Elective Deferrals taken into account for the Enhanced Matching Contribution to a maximum of 6% of Plan Year Compensation. ]

Nonstandardized 401(k) Plan

(f) Participants who will receive Safe Harbor Contributions. The allocation of Safe Harbor Contributions (Choose one of (1), (2), or (3). Choose (4) if applicable.) :

(1) [n/a]

Applies to all Participants. Applies to all Participants except as may be limited under Election 30(g).

(2) [n/a]

NHCEs only. Is limited to NHCE Participants only and may be limited further under Election 30(g). No HCE will receive a Safe Harbor Contribution allocation.

(3) [n/a]

NHCEs and designated HCEs. Is limited to NHCE Participants and to the following HCE Participants and may be limited further under Election 30(g): .

[ Note: Any HCE allocation group the Employer describes under Election 30(f)(3) must be definitely determinable. (e.g., Division "A" HCEs OR HCEs who own more than 5% of the Employer without regard to attribution rules) .]

(4) [n/a]

Applies to all Participants except Collective Bargaining Employees. Notwithstanding Elections 30(f)(1), (2) or (3), the Safe Harbor Contributions are not allocated to Collective Bargaining (union) Employees and may be further limited under Election 30(g).

(g) [n/a]

Early Elective Deferrals/delay of Safe Harbor Contribution. The Employer may elect this Election 30(g) only if the Employer in Election 14 elects eligibility requirements for Elective Deferrals of less than age 21 and/or one Year of Service but elects age 21 and one Year of Service for Safe Harbor Matching or for Safe Harbor Nonelective Contributions. The Employer under this Election 30(g) applies the rules of Section 3.05(D) to limit the allocation of any Safe Harbor Contribution under Election 30 for a Plan Year to those Participants who the Plan Administrator in applying the OEE rule described in Section 4.06(C), treats as benefiting in the disaggregated plan covering the Includible Employees.

(h) [n/a]

Another plan. The Employer will make the Safe Harbor Contribution to the following plan: .

(i)	Additional Matching Contributions. See Sections 1.35(G) and 3.05(F). (Choose one of (1) or (2).) :

(1) [n/a]

No Additional Matching Contributions. The Employer will not make any Additional Matching Contributions to its safe harbor Plan.

(2) [n/a]

Additional Matching Contributions. The Employer will or may make the following Additional Matching Contributions to its safe harbor Plan. (Choose a., b., and c. as applicable.) :

a. [n/a]

Fixed Additional Matching Contribution. The following Fixed Additional Matching Contribution (Choose (i) and (ii) as applicable and complete (iii) for any election.) :

(i) [n/a]

Uniform percentage. A Matching Contribution equal to % of each Participant's Elective Deferrals but not as to Elective Deferrals exceeding % of the Participant's Compensation.

(ii) [n/a]

Elective Deferral Percentage

Matching Rate

(iii) Time period. For purposes of this Election 30(i)(2)a., "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: .

[ Note: The Employer must complete the blank line with the applicable time period for computing the Additional Match, e.g., each payroll period, each calendar month, each Plan Year quarter OR the Plan Year. If the Employer elects a match under both (i) and (ii) and will apply a different time period to each match, the Employer may indicate as such in the blank line. ]

b. [n/a]

Discretionary Additional Matching Contribution. The Employer may make a Discretionary Additional Matching Contribution. If the Employer makes a Discretionary Matching Contribution, the Discretionary Matching Contribution will not apply as to Elective Deferrals exceeding % of the Participant's Compensation (complete the blank if applicable or leave blank) .

(i) Time period. For purposes of this Election 30(i)(2)b., "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: .

[ Note: The Employer must complete the blank line with the applicable time period for computing the Additional Discretionary Matching Contribution, e.g., each payroll period, each calendar month, each Plan Year quarter OR the Plan Year. If the Employer fails to specify a time period, the Employer is deemed to have elected to compute its Additional Matching Contribution based on the Plan Year. ]

Nonstandardized 401(k) Plan

c. [n/a]

Describe Additional Matching Contribution formula and time period: (The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401 ‑1(b) and, if the Employer elects to satisfy the ACP safe harbor under Election 38(a)(2)a., the formula must comply with Section 3.05(G).)

[ Note: If the Employer elects to satisfy the ACP safe harbor under Election 38(a)(2)a. then as to any and all Matching Contributions, including Fixed Additional Matching Contributions and Discretionary Additional Matching Contributions: (i) the matching rate may not increase as the Elective Deferral percentage increases; (ii) no HCE may be entitled to a greater rate of match than any NHCE; (iii) the Employer must limit Elective Deferrals taken into account for the Additional Matching Contributions to a maximum of 6% of Plan Year Compensation; (iv) the Plan must apply all Matching Contributions to Catch‑Up Deferrals; and (v) in the case of a Discretionary Additional Matching Contribution, the contribution amount may not exceed 4% of the Participant's Plan Year Compensation. ]

(j) [n/a]

Multiple Safe Harbor Contributions in disaggregated Plan. The Employer elects to make different Safe Harbor Contributions and/or Additional Matching Contributions to disaggregated parts of its Plan under Treas. Reg. §1.401(k)‑1(b)(4) as follows:

(Specify contributions for disaggregated plans, e.g., as to collectively bargained employees a 3% Nonelective Safe Harbor Contribution applies and as to non‑collectively bargained employees, the Basic Matching Contribution applies) .

31. ALLOCATION CONDITIONS (3.06(B)/(C)) . The Plan does not apply any allocation conditions to: (i) Elective Deferrals; (ii) Safe Harbor Contributions; (iii) Additional Matching Contributions which will satisfy the ACP test safe harbor; (iv) Employee Contributions; (v) Rollover Contributions; (vi) Designated IRA Contributions; (vii) SIMPLE Contributions; or (viii) Prevailing Wage Contributions. To receive an allocation of Matching Contributions, Nonelective Contributions or Participant forfeitures, a Participant must satisfy the following allocation condition(s) (Choose one of (a) or (b). Choose (c) if applicable.) :

(a) [n/a]

No conditions. No allocation conditions apply to Matching Contributions, to Nonelective Contributions or to forfeitures.

(b) [X]

Conditions. The following allocation conditions apply to the designated Contribution Type and/or forfeitures (Choose one or more of (1) through (7). Choose Contribution Type as applicable.) :

[ Note: For this Election 31, except as the Employer describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions to which allocation conditions may apply. The Employer under Election 31(b)(7) may not impose an Hour of Service condition exceeding 1,000 Hours of Service in a Plan Year. ]

	(1)		(2)	(3)	(4)
	Matching,
	Nonelective
	and Forfeitures		Matching	Nonelective	Forfeitures

(1) [n/a] None.	N/A		[ ]	[ ]	[ ]
	(See Election 31(a))

(2) [n/a] 501 HOS/terminees (91 consecutive days if	[ ]	OR	[ ]	[ ]	[ ]
Elapsed Time). See Section 3.06(B)(1)(b).

(3) [X] Last day of the Plan Year.	[X]	OR	[ ]	[ ]	[ ]

(4) [n/a] Last day of the Election 31(c) time period.	[ ]	OR	[ ]	[ ]	[ ]

(5) [X] 1,000 HOS in the Plan Year (182 consecutive	[X]	OR	[ ]	[ ]	[ ]
days in Plan Year if Elapsed Time).

(6) [n/a] (specify) HOS within the Election 31(c) time	[ ]	OR	[ ]	[ ]	[ ]
period, (but not exceeding 1,000 HOS in a Plan Year).

(7) [n/a] Describe conditions: (e.g., Last day of the Plan Year as to Nonelective Contributions for Participating Employer "A" Participants. No allocation conditions for Participating Employer "B" Participants.)

(c) [n/a] Time period. Under Section 3.06(C), apply Elections 31(b)(4), (b)(6), or (b)(7) to the specified contributions/forfeitures based on each (Choose one or more of (1) through (5). Choose Contribution Type as applicable.) :

(1) [n/a] Plan Year.	[ ]	OR	[ ]	[ ]	[ ]

(2) [n/a] Plan Year quarter.	[ ]	OR	[ ]	[ ]	[ ]

(3) [n/a] Calendar month.	[ ]	OR	[ ]	[ ]	[ ]

(4) [n/a] Payroll period.	[ ]	OR	[ ]	[ ]	[ ]

(5) [n/a] Describe time period:

Nonstandardized 401(k) Plan

[ Note: If the Employer elects 31(b)(4) or (b)(6), the Employer must choose (c). If the Employer elects 31(b)(7), choose (c) if applicable. ]

32. ALLOCATION CONDITIONS ‑ APPLICATION/WAIVER/SUSPENSION (3.06(D)/(F)) . Under Section 3.06(D), in the event of Severance from Employment as described below, apply or do not apply Election 31(b) allocation conditions to the specified contributions/forfeitures as follows (If the Employer elects 31(b), the Employer must complete Election 32. Choose one of (a) or (b). Complete (c).) :

[ Note: For this Election 32, except as the Employer describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions to which allocation conditions may apply. ]

(a) [n/a]

Total waiver or application. If a Participant incurs a Severance from Employment on account of or following death, Disability or attainment of Normal Retirement Age or Early Retirement Age (Choose one of (1) or (2).) :

(1) [n/a]

Do not apply. Do not apply elected allocation conditions to Matching Contributions, to Nonelective Contributions or to forfeitures.

(2) [n/a]

Apply. Apply elected allocation conditions to Matching Contributions, to Nonelective Contributions and to forfeitures.

(b) [X]

Application/waiver as to Contribution Types events. If a Participant incurs a Severance from Employment, apply allocation conditions except such conditions are waived if Severance from Employment is on account of or following death, Disability or attainment of Normal Retirement Age or Early Retirement Age as specified, and as applied to the specified Contribution Types/forfeitures (Choose one or more of (1) through (4). Choose Contribution Type as applicable.) :

	(1)		(2)	(3)	(4)
	Matching,
	Nonelective
	and Forfeitures		Matching	Nonelective	Forfeitures
(1) [X] Death.	[ ]	OR	[X]	[ ]	[ ]
(2) [X] Disability.	[ ]	OR	[X]	[ ]	[ ]
(3) [X] Normal Retirement Age.	[ ]	OR	[X]	[ ]	[ ]
(4) [n/a] Early Retirement Age.	[ ]	OR	[ ]	[ ]	[ ]

(1) [n/a]

Applies. Applies as follows (Choose one of a., b., or c.) :

a. [n/a]

Both. Applies both to Nonelective Contributions and to Matching Contributions.

b. [n/a]

Nonelective. Applies only to Nonelective Contributions.

c. [n/a]

Match. Applies only to Matching Contributions.

(2) [X]

Does not apply.

33. FORFEITURE ALLOCATION METHOD (3.07) . (Choose one of (a) or (b).) :

[ Note: Even if the Employer elects immediate vesting, the Employer should complete Election 33. See Section 7.07. ]

(a) [n/a]

Safe harbor/top‑heavy exempt. Apply all forfeitures to Safe Harbor Contributions and Plan expenses in accordance with Section 3.07(A)(4).

Nonstandardized 401(k) Plan

(b) [X]

Apply to Contributions. The Plan Administrator will allocate a Participant forfeiture attributable to all Contribution Types or attributable to all Nonelective Contributions or to all Matching Contributions as follows (Choose one or more of (1) through (6) and choose Contribution Type as applicable. Choose (5) only in conjunction with at least one other election.) :

	(1)		(2)	(3)
	All		Nonelective	Matching
	Forfeitures		Forfeitures	Forfeitures
(1) [n/a] Additional Nonelective. Allocate as additional Discretionary	[ ]	OR	[ ]	[ ]
Nonelective Contribution.
(2) [n/a] Additional Match. Allocate as additional Discretionary	[ ]	OR	[ ]	[ ]
Matching Contribution.
(3) [X] Reduce Nonelective. Apply to Nonelective Contribution.	[ ]	OR	[X]	[ ]
(4) [X] Reduce Match. Apply to Matching Contribution.	[ ]	OR	[ ]	[X]
(5) [X] Plan expenses. Pay reasonable Plan expenses.	[X]	OR	[ ]	[ ]
(See Section 7.04(C).)

(6) [n/a]

Describe:

(must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b) and be applied in a uniform and nondiscriminatory manner; e.g., Forfeitures attributable to transferred balances from Plan X are allocated only to former Plan X participants.)

34. AUTOMATIC ESCALATION (3.02(G)) . The Automatic Escalation provisions of Section 3.02(G) (Choose one of (a) or (b). See Election 21 regarding Automatic Deferrals. Automatic Escalation applies to Participants who have a Salary Reduction Agreement in effect.) :

(a) [X]

Do not apply.

(b) [n/a]

Apply. (Complete (1), (2), (3), and if appropriate (4).) :

(1) Participants affected. The Automatic Escalation applies to (Choose one of a., b., or c.) :

a. [n/a]

All Deferring Participants. All Participants who have a Salary Reduction Agreement in effect to defer at least % of Compensation.

b. [n/a]

New Deferral Elections. All Participants who file a Salary Reduction Agreement after the effective date of this Election, or, as appropriate, any amendment thereto, to defer at least % of Compensation.

c. [n/a]

Describe affected Participants:

[ Note: The Employer in Election 34(b)(1)c. may further describe affected Participants, e.g., non‑Collective Bargaining Employees OR Division A Employees. The group of Participants must be definitely determinable and if an EACA under Election 21, must be uniform. ]

(2) Automatic Increases. (Choose one of a. or b.) :

a. [n/a]

Automatic increase. The Participant’s Elective Deferrals will increase by % per year up to a maximum of % of Compensation unless the Participant has filed a Contrary Election after the effective date of this Election or, as appropriate, any amendment thereto.

b. [n/a]

Describe increase:

[ Note: The Employer in Election 34(b)(2)b. may define different increases for different groups of Participants or may otherwise limit Automatic Escalation. Any such provisions must be definitely determinable. ]

(3) Change Date. The Elective Deferrals will increase on the following day each Plan Year:

a. [n/a]

First day of the Plan Year.

b. [n/a]

Other:

(must be a specified or definitely determinable date that occurs at least annually)

(4) First Year of Increase. The automatic escalation provision will apply to a participant beginning with the first Change Date after the Participant files a Salary Reduction Agreement (or, if sooner, the effective date of this Election, or, as appropriate, any amendment thereto), unless a. is selected below:

a. [n/a]

The escalation provision will apply as of the second Change Date thereafter.

Nonstandardized 401(k) Plan

35. IN ‑PLAN ROTH ROLLOVER CONTRIBUTION (3.08(E)) . The following provisions apply regarding In ‑Plan Roth Rollover Contributions (Choose one of (a) or (b); also see Election 56(d)(1); leave blank if Election 6(b)(1) is not selected.) :

(a) [X]

Not Applicable. The Plan does not permit In ‑ Plan Roth Rollover Contributions.

(b) [n/a]

Applies. The Plan permits In ‑ Plan Roth Rollover Contributions. (Choose (1) if applicable.)

(1) [n/a]

Effective Date. (enter date not earlier than September 28, 2010; may be left blank if same as Plan or Restatement Effective Date).

36. EMPLOYEE (AFTER‑TAX) CONTRIBUTIONS (3.09) . The following additional elections apply to Employee Contributions under Election 6(f). (Choose one or both of (a) and (b) if applicable.) :

(a) [n/a]

Additional limitations. The Plan permits Employee Contributions subject to the following limitations, if any, in addition to those already imposed under the Plan:

[ Note: Any designated limitation(s) must be the same for all Participants and must be definitely determinable (e.g., Employee Contributions may not exceed the lesser of $5,000 dollars or 10% of Compensation for the Plan Year and/or Employee Contributions may not be less than $50 or 2% of Compensation per payroll period). ]

(b) [n/a]

Apply Matching Contribution. For each Plan Year, the Employer's Matching Contribution made as to Employee Contributions is:

[ Note: The Employer Matching Contribution formula must be the same for all Participants and must be definitely determinable (e.g., A fixed Matching Contribution equal to 50% of Employee Contributions not exceeding 6% of Plan Year Compensation or A Discretionary Matching Contribution based on Employee Contributions). ]

37. DESIGNATED IRA CONTRIBUTIONS (3.12) . Under Election 6(h), a Participant may make Designated IRA Contributions. (Complete (a) and (b).) :

(a) Type of IRA contribution. A Participant's Designated IRA Contributions will be (Choose one of (1), (2), or (3).) :

(1) [n/a]

Traditional.

(2) [n/a]

Roth.

(3) [n/a]

Traditional/Roth. As the Participant elects at the time of contribution.

(b) Type of Account. A Participant's Designated IRA Contributions will be held in the following form of Account(s) (Choose one of (1), (2), or (3).) :

(1) [n/a]

IRA.

(2) [n/a]

Individual Retirement Annuity.

(3) [n/a]

IRA/Individual Retirement Annuity. As the Participant elects at the time of contribution.

ARTICLE IV

LIMITATIONS AND TESTING

38. ANNUAL TESTING ELECTIONS (4.06(B)) . The Employer makes the following Plan specific annual testing elections under Section 4.06(B). (Complete (a) and (b) as applicable. Leave (a) blank if the Plan is a SIMPLE 401(k) plan.) :

(a) [X]

Nondiscrimination testing. (Choose one or more of (1), (2), and (3).) :

(1) [X]

Traditional 401(k) Plan/ADP/ACP test. The following testing method(s) apply:

[ Note: The Plan may "split test". For Current Year Testing, See Section 4.11(E). For Prior Year Testing, see Section 4.11(I) and, as to the first Plan Year, see Sections 4.10(B)(4)(f)(iv) and 4.10(C)(5)(e)(iv). ]

ADP Test (Choose one of a. or b.)

a. [X]

Current Year Testing.

b. [n/a]

Prior Year Testing.

ACP Test (Choose one of c., d., or e.)

c. [n/a]

Not applicable. The Plan does not permit Matching Contributions or Employee Contributions and the Plan Administrator will not recharacterize Elective Deferrals as Employee Contributions for testing.

d. [X]

Current Year Testing.

Nonstandardized 401(k) Plan

e. [n/a]

Prior Year Testing.

(2) [n/a]

Safe Harbor Plan / No testing or ACP test only. (Choose one of a. or b.) :

a. [n/a]

No testing. ADP test safe harbor applies and if applicable, ACP test safe harbor applies.

b. [n/a]

ACP test only. ADP test safe harbor applies, but Plan will perform ACP test as follows (Choose one of (i) or (ii).) :

(i) [n/a]

Current Year Testing.

(ii) [n/a]

Prior Year Testing.

(3) [ n/a ]

Maybe notice (Election 30(b)). See Section 3.05(I).

[ Note: The Employer may make elections under both the Traditional 401(k) Plan and Safe Harbor Plan elections, in order to accommodate a Plan that applies both testing elections (e.g., Safe Harbor Includible Employees group and tested Otherwise Excludible Employees group, or Safe Harbor Plan with tested after‑tax Employee Contributions). In the absence of an election regarding ADP or ACP tested contributions, Current Year Testing applies. ]

(b) [X]

HCE determination. The Top‑Paid Group election and the calendar year data election are not used unless elected below (Choose one or both of (1) and (2) if applicable.) :

(1) [X]

Top‑paid group election applies.

(2) [n/a]

Calendar year data election (fiscal year Plan only) applies.

ARTICLE V

VESTING REQUIREMENTS

39. NORMAL RETIREMENT AGE (5.01) . A Participant attains Normal Retirement Age under the Plan on the following date (Choose one of (a) or (b).) :

(a) [X]

Specific age. The date the Participant attains age 65 . [ Note: The age may not exceed age 65. ]

(b) [n/a]

Age/participation. The later of the date the Participant attains age or the anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan. [ Note: The age may not exceed age 65 and the anniversary may not exceed the 5th. ]

40. EARLY RETIREMENT AGE (5.01) . (Choose one of (a) or (b).) :

(a) [X]

Not applicable. The Plan does not provide for an Early Retirement Age.

(b) [n/a]

Early Retirement Age. Early Retirement Age is the later of: (i) the date a Participant attains age ; (ii) the date a Participant reaches his/her anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan; or (iii) the date a Participant completes Years of Service.

[ Note: The Employer should leave blank any of clauses (i), (ii), and (iii) which are not applicable. ]

"Years of Service" under this Election 40 means (Choose one of (1) or (2) as applicable.) :

(1) [n/a]

Eligibility. Years of Service for eligibility in Election 16.

(2) [n/a]

Vesting. Years of Service for vesting in Elections 43 and 44.

[ Note: Election of an Early Retirement Age does not affect the time at which a Participant may receive a Plan distribution. However, a Participant becomes 100% vested at Early Retirement Age. ]

41. ACCELERATION ON DEATH OR DISABILITY (5.02) . Under Section 5.02, if a Participant incurs a Severance from Employment as a result of death or Disability (Choose one of (a), (b), or (c).) :

(a) [X]

Applies. Apply 100% vesting.

(b) [n/a]

Not applicable. Do not apply 100% vesting. The Participant's vesting is in accordance with the applicable Plan vesting schedule.

Limited application. Apply 100% vesting, but only if a Participant incurs a Severance from Employment as a result of (Choose one of (1) or (2).) :

(1) [n/a]

Death.

(2) [n/a]

Disability.

Nonstandardized 401(k) Plan

42. VESTING SCHEDULE (5.03) . A Participant has a 100% Vested interest at all times in his/her Accounts attributable to: (i) Elective Deferrals; (ii) Employee Contributions; (iii) QNECs; (iv) QMACs; (v) Safe Harbor Contributions (other than QACA Safe Harbor Contributions); (vi) SIMPLE Contributions; (vii) Rollover Contributions; (viii) Prevailing Wage Contributions; (ix) DECs; and (x) Designated IRA Contributions. The following vesting schedule applies to Regular Matching Contributions, to Additional Matching Contributions (irrespective of ACP testing status), to Nonelective Contributions (other than Prevailing Wage Contributions) and to QACA Safe Harbor Contributions. (Choose (a) or choose one or both of (b) and (c) as applicable.) :

(a) [n/a]

Immediate vesting. 100% Vested at all times in all Accounts.

[ Note: Unless all Contribution Types are 100% Vested, the Employer should not elect 42(a). If the Employer elects immediate vesting under 42(a), the Employer should not complete the balance of Election 42 or Elections 43 and 44 (except as noted therein). The Employer must elect 42(a) if the eligibility Service condition under Election 14 as to all Contribution Types (except Elective Deferrals and Safe Harbor Contributions) exceeds one Year of Service or more than 12 months. The Employer must elect 42(b)(1) as to any Contribution Type where the eligibility service condition exceeds one Year of Service or more than 12 months. The Employer should elect 42(b) if any Contribution Type is subject to a vesting schedule. ]

(b) [X]

Vesting schedules: Apply the following vesting schedules (Choose one or more of (1) through (6). Choose Contribution Type as applicable.) :

(1)

(2)

(3)

(4)

(5)

All

Contributions

Nonelective

Matching

Additional

Matching (See

Section 3.05(F))

QACA

Safe Harbor

(1) [n/a] Immediate vesting.

N/A

(See Election 42(a))

[ ]

(2) [X] 6‑year graded.

[X]

[ ]

N/A

(3) [n/a] 3‑year cliff.

[ ]

N/A

(4) [n/a] Modified schedule:

Years of Service Vested %

Less than 1 a.

1 b.

2 c.

3 d.

4 e.

5 f.

6 or more 100%

[ ]

N/A

(5) [n/a] 2‑year cliff.

[ ]

(6) [n/a] Modified 2-year schedule:

Years of Service Vested %

Less than 1 a.

1 b.

2 100%

[ ]

[ Note: If the Employer does not elect 42(a), the Employer under 42(b) must elect immediate vesting or must elect one of the specified alternative vesting schedules. The Employer must elect either 42(b)(5) or (6) as to QACA Safe Harbor Contributions. The modified top-heavy schedule of Election 42(b)(4) must satisfy Code §411(a)(2)(B). If the Employer elects Additional Matching under Election 30(i), the Employer should elect vesting under the Additional Matching column in this Election 42(b). That election applies to the Additional Matching even if the Employer has given the maybe notice but does not give the supplemental notice for any Plan Year and as to such Plan Years, the Plan is not a safe harbor plan and the Matching Contributions are not Additional Matching Contributions. If the Plan's Effective Date is before January 1, 2007, the Employer may wish to complete the override elections in Appendix B relating to the application of non‑top‑heavy vesting. ]

Special vesting provisions: Employer Contributions transferred from the Lincoln National banck 401(k) Plan vest at a rate of 20% per year beginning with one year of service.

[ Note: The Employer under Election 42(c) may describe special vesting provisions from the elections available under Election 42 and/or a combination thereof as to a: (i) Participant group (e.g., Full vesting applies to Division A Employees OR to Employees hired on/before "x" date. 6-year graded vesting applies to Division B Employees OR to Employees hired after "x" date.); and/or (ii) Contribution Type (e.g., Full vesting applies as to Discretionary Nonelective Contributions. 6-year graded vesting applies to Fixed Nonelective Contributions). Any special vesting provision must satisfy Code §411(a) and must be nondiscriminatory. ]

Nonstandardized 401(k) Plan

43. YEAR OF SERVICE ‑ VESTING (5.05) . (Complete both (a) and (b).) :

[ Note: If the Employer elects the Elapsed Time Method for vesting the Employer should not complete this Election 43. If the Employer elects immediate vesting, the Employer should not complete Election 43 or Election 44 unless it elects to apply a Year of Service for vesting under any other Adoption Agreement election. ]

(a) Year of Service. An Employee must complete at least 1,000 Hours of Service during a Vesting Computation Period to receive credit for a Year of Service under Article V. [ Note: The number may not exceed 1,000. If left blank, the requirement is 1,000. ]

(b) Vesting Computation Period. The Plan measures a Year of Service based on the following 12‑consecutive month period (Choose one of (1) or (2).) :

(1) [X]

Plan Year.

(2) [n/a]

Anniversary Year.

44. EXCLUDED YEARS OF SERVICE ‑ VESTING (5.05(C)) . (Choose (a) or (b).) :

(a) [X]

None. None other than as specified in Section 5.05(C)(1).

(b) [n/a]

Exclusions. The Plan excludes the following Years of Service for purposes of vesting (Choose one or more of (1) through (4).) :

(1) [n/a]

Age 18. Any Year of Service before the Vesting Computation Period during which the Participant attained the age of 18.

(2) [n/a]

Prior to Plan establishment. Any Year of Service during the period the Employer did not maintain this Plan or a predecessor plan.

(3) [n/a]

Rule of Parity. Any Year of Service excluded under the rule of parity. See Plan Section 5.06(C).

(4) [n/a]

Additional exclusions. The following Years of Service:

[ Note: The Employer under Election 44(b)(4) may describe vesting service exclusions provisions available under Election 44 and/or a combination thereof as to a: (i) Participant group (e.g., No exclusions apply to Division A Employees OR to Employees hired on/before "x" date. The age 18 exclusion applies to Division B Employees OR to Employees hired after "x" date.); or (ii) Contribution Type (e.g., No exclusions apply as to Discretionary Nonelective Contributions. The age 18 exclusion applies to Fixed Nonelective Contributions). Any exclusion specified under Election 44(b)(4) must comply with Code §411(a)(4). Any exclusion must be nondiscriminatory. ]

ARTICLE VI

DISTRIBUTION OF ACCOUNT BALANCE

45. MANDATORY DISTRIBUTION (6.01(A)(1)/6.08(D)) . The Plan provides or does not provide for Mandatory Distribution of a Participant's Vested Account Balance following Severance from Employment, as follows (Choose one of (a) or (b). Choose (c) if applicable.) :

(a) [n/a]

No Mandatory Distribution. The Plan will not make a Mandatory Distribution following Severance from Employment.

(b) [X]

Mandatory Distribution. The Plan will make a Mandatory Distribution following Severance from Employment. (Complete (1) and (2). Choose (3) unless the Employer elects to limit Mandatory Distributions to $1,000 including Rollover Contributions under Elections 45(b)(1)b. and 45(b)(2)b.) :

(1)

Amount limit. As to a Participant who incurs a Severance from Employment and who will receive distribution before attaining the later of age 62 or Normal Retirement Age, the Mandatory Distribution maximum amount is equal to (Choose one of a., b., or c.) :

a. [X]

$5,000.

b. [n/a]

$1,000.

c. [n/a]

Specify amount: $ (may not exceed $5,000) .

[ Note: This election only applies to the Mandatory Distribution maximum amount. For other Plan provisions subject to a $5,000 limit, see election 56(g)(7) in Appendix B. ]

(2)

Application of Rollovers to amount limit. In determining whether a Participant's Vested Account Balance exceeds the Mandatory Distribution dollar limit in Election 45(b)(1), the Plan (Choose one of a. or b.) :

a. [n/a]

Disregards Rollover Contribution Account.

b. [X]

Includes Rollover Contribution Account.

Nonstandardized 401(k) Plan

(3)

[X] Amount of Mandatory Distribution subject to Automatic Rollover. A Mandatory Distribution to a Participant before attaining the later of age 62 or Normal Retirement Age is subject to Automatic Rollover under Section 6.08(D) (Choose one of a. or b.) :

a. [X]

Only if exceeds $1,000. Only if the amount of the Mandatory Distribution exceeds $1,000, which for this purpose must include any Rollover Contributions Account.

b. [n/a]

Specify lesser amount. Only if the amount of the Mandatory Distribution is at least: $ (specify $1,000 or less) , which for this purpose must include any Rollover Contributions Account.

Required distribution at Normal Retirement Age. A severed Participant may not elect to delay distribution beyond the later of age 62 or Normal Retirement Age.

46. SEVERANCE DISTRIBUTION TIMING (6.01) . Subject to the timing limitations of Section 6.01(A)(1) in the case of a Mandatory Distribution, or in the case of any Distribution Requiring Consent under Section 6.01(A)(2), for which consent is received, the Plan Administrator will instruct the Trustee to distribute a Participant's Vested Account Balance as soon as is administratively practical following the time specified below (Choose one or more of (a) through (i) as applicable; choose (j) if applicable.) :

[ Note: If a Participant dies after Severance from Employment but before receiving distribution of all of his/her Account, the elections under this Election 46 no longer apply. See Section 6.01(B) and Election 50. ]

			(1)	(2)
			Mandatory	Distribution
			Distribution	Requiring Consent

(a)	[X]	Immediate. Immediately following Severance from Employment.	[X]	[X]

(b)	[n/a]	Next Valuation Date. After the next Valuation Date following Severance from Employment.	[ ]	[ ]

(c)	[n/a]	Plan Year. In the Plan Year following Severance from Employment (e.g., next or fifth) .	[ ]	[ ]

(d)	[n/a]	Plan Year quarter. In the Plan Year quarter following Severance from Employment (e.g., next or fifth) .	[ ]	[ ]

(e)	[n/a]	Contribution Type Accounts. (specify timing) as to the Participant's Account(s) and (specify timing) as to the Participant's Account(s) (e.g., As soon as is practical following Severance from Employment as to the Participant's Elective Deferral Account and as soon as is practical in the next Plan Year following Severance from Employment as to the Participant's Nonelective and Matching Accounts) .	[ ]	[ ]

(f)	[n/a]	Vesting controlled timing. If the Participant's total Vested Account Balance exceeds $ , distribute (specify timing) and if the Participant's total Vested Account Balance does not exceed $ , distribute (specify timing).	[ ]	[ ]

(g)	[n/a]	Distribute at Normal Retirement Age. As to a Mandatory Distribution, distribute not later than 60 days after the beginning of the Plan Year following the Plan Year in which the previously severed Participant attains the earlier of Normal Retirement Age or age 65. [ Note: An election under column (2) only will have effect if the Plan's NRA is less than age 62. ]	[ ]	[ ]

(h)	[n/a]	No buy‑back/vesting controlled timing. Distribute as soon as is practical following Severance from Employment if the Participant is fully Vested. Distribute as soon as is practical following a Forfeiture Break in Service if the Participant is not fully Vested.	[ ]	[ ]

(i)	[n/a]	Describe Severance from Employment distribution timing:

[ Note: The Employer under Election 46(i) may describe Severance from Employment distribution timing provisions from the elections available under Election 46 and/or a combination thereof as to any: (i) Participant group (e.g., Immediate distribution after Severance from Employment applies to Division A Employees OR to Employees hired on/before "x" date. Distribution after the next Valuation Date following Severance from Employment applies to Division B Employees OR to Employees hired after "x" date.); (ii) Contribution Type and Participant group (e.g., As to Division A Employees, immediate distribution after Severance from Employment applies as to Elective Deferral Accounts and distribution after the next Valuation Date following Severance from Employment applies to Nonelective Contribution Accounts); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 46(i) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) comply with Code §401(a)(14) timing requirements; (iv) be nondiscriminatory and (v) preserve Protected Benefits as required. ]

Nonstandardized 401(k) Plan

(j) [X]

Acceleration. Notwithstanding any later specified distribution date in Election 46, a Participant may elect an earlier distribution following Severance from Employment (Choose (1) and (2) as applicable.) :

(1) [X]

Disability. If Severance from Employment is on account of Disability or if the Participant incurs a Disability following Severance from Employment.

(2) [X]

Hardship. If the Participant incurs a hardship under Section 6.07(B) following Severance from Employment.

47. IN‑SERVICE DISTRIBUTIONS/EVENTS (6.01(C)) . A Participant may elect an In‑Service Distribution of the designated Contribution Type Accounts based on any of the following events in accordance with Section 6.01(C) (Choose one of (a) or (b).) :

[ Note: If the Employer elects any In‑Service Distribution option, a Participant may elect to receive as many In‑Service Distributions per Plan Year (with a minimum of one per Plan Year) as the Plan Administrator's In‑Service Distribution form or policy may permit. If the form or policy is silent, the number of In‑Service Distributions is not limited. Prevailing Wage Contributions are treated as Nonelective Contributions. See Section 6.01(C)(4)(d) if the Employer elects to use Prevailing Wage Contributions to offset other contributions. ]

(a) [n/a]

None. The Plan does not permit any In‑Service Distributions except as to any of the following (if applicable): (i) RMDs under Section 6.02; (ii) Protected Benefits; and (iii) Designated IRA Contributions. Also see Section 6.01(C)(4)(e) with regard to Rollover Contributions, Employee Contributions and DECs.

(b) [X]

Permitted. In‑Service Distributions are permitted as follows from the designated Contribution Type Accounts (Choose one or more of (1) through (9).) :

[ Note: Unless the Employer elects otherwise in Election (b)(9) below, Elective Deferrals under Election 47(b) includes Pre‑Tax and Roth Deferrals and Matching Contributions includes Additional Matching Contributions (irrespective of the Plan's ACP testing status). ]

Nonstandardized 401(k) Plan

(1)

All

Contrib.

(2)

Elective

Deferrals

(3)

Safe Harbor

Contrib.

(4)

QNECs

(5)

QMACs

Matching

Contrib.

(7)

Nonelective/

SIMPLE

(1)

[n/a]

None. Except for Election 47(a) exceptions.

N/A

(See Election

47(a))

[ ]

(2)

[X]

Age (Choose one or both of a. and b.) :

[X] Age 65 (must be at least 59 1/2) .

[ ]

[X]

[ ]

[n/a] Age (may be less than 59 1/2) .

N/A

[ ]

(3)

[X]

Hardship (Choose one or both of a. and b.) :

[X] Hardship (safe harbor). See Section 6.07(A).

N/A

[X]

N/A

[ ]

[n/a] Hardship (non‑safe harbor). See Section 6.07(B).

N/A

[ ]

(4)

[n/a]

Disability.

[ ]

(5)

[n/a]

year contributions.

(specify minimum of two years) See Section 6.01(C)(4)(a)(i).

N/A

[ ]

(6)

[n/a]

months of participation. (specify minimum of 60 months) See Section 6.01(C)(4)(a)(ii).

N/A

[ ]

(7)

[X]

Qualified Reservist Distribution. See Section 6.01(C)(4)(b)(iii).

N/A

[X]

N/A

(8)

[n/a]

Deemed Severance Distribution.

See Section 6.11

[ ]

(9)

[X]

Describe: A Participant's vested benefits related to accounts transferred from the Wilcox & Jones, Inc. 401(k) Retirement Savings Plan or the Lincoln National Bank 401(k) Plan may be distributed to at the request of the applicable Participant upon such Participant attaining age 59 1/2. In addition, a Participant's benefits related to Elective Deferral Accounts transferred from the Ramey and Walsh Banking Group Savings Incentive and Profit Sharing Plan may be distributed to such Participant upon the Participant attaining age 59 1/2 .

[ Note: The Employer under Election 47(b)(9) may describe In‑Service Distribution provisions from the elections available under Election 47 and/or a combination thereof as to any: (i) Participant group (e.g., Division A Employee Accounts are distributable at age 59 1/2 OR Accounts of Employees hired on/before "x" date are distributable at age 59 1/2. No In-Service Distributions apply to Division B Employees OR to Employees hired after "x" date.); (ii) Contribution Type (e.g., Discretionary Nonelective Contribution Accounts are distributable on Disability. Fixed Nonelective Contribution Accounts are distributable on Disability or Hardship (non-safe harbor)); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 47(b)(9) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an "early" distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Sections 6.01(C)(4) and 11.02(C)(3). ]

Nonstandardized 401(k) Plan

48. IN ‑SERVICE DISTRIBUTIONS/ADDITIONAL CONDITIONS (6.01(C)) . The following additional conditions apply to In ‑Service Distributions under Election 47(b) (Choose one of (a) or (b).) :

(a) [n/a]

Additional conditions. (Choose one or more of (1) through (3) as applicable.) :

(1) [n/a]

100% vesting required. A Participant may not receive an In‑Service Distribution unless the Participant is 100% Vested in the distributing Account. This restriction applies to (Choose one or more of a. or b.) :

a. [n/a]

Hardship distributions. Distributions based on hardship.

b. [n/a]

Other In‑Service. In‑Service distributions other than distributions based on hardship.

(2) [n/a]

Minimum amount. A Participant may not receive an In‑Service Distribution in an amount which is less than: $ (specify amount not exceeding $1,000) .

(3) [n/a]

Describe other conditions:

[ Note: An Employer's election under Election 48(a)(3) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an "early" distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Section 6.01(C)(4). ]

(b) [X]

No other conditions. A Participant may elect to receive an In‑Service Distribution upon any Election 47(b) event without further condition, provided that the amount distributed may not exceed the Vested amount in the distributing Account.

49. POST‑SEVERANCE AND LIFETIME RMD DISTRIBUTION METHODS (6.03) . A Participant whose Vested Account Balance exceeds $5,000 (or any lesser amount elected in Appendix B, Election 56(g)(7)): (i) who has incurred a Severance from Employment and will receive a distribution; or (ii) who remains employed but who must receive lifetime RMDs, may elect distribution under one of the following method(s) of distribution described in Section 6.03 and subject to any Section 6.03 limitations. (Choose one or more of (a) through (f) as applicable.) :

[ Note: If a Participant dies after Severance from Employment but before receiving distribution of all of his/her Account, the elections under this Election 49 no longer apply. See Section 6.01(B) and Election 50. ]

(a) [n/a]

Lump‑Sum. See Section 6.03(A)(3).

(b) [n/a]

Installments only if Participant subject to lifetime RMDs. A Participant who is required to receive lifetime RMDs may receive installments payable in monthly, quarterly or annual installments equal to or exceeding the annual RMD amount. See Sections 6.02(A) and 6.03(A)(4)(a).

Installments. See Section 6.03(A)(4).

(d) [n/a]

Alternative Annuity: .

See Section 6.03(A)(5).

[ Note: Under a Plan which is subject to the joint and survivor annuity distribution requirements of Section 6.04 (Election 51(b)), the Employer may elect under 49(d) to offer one or more additional annuities (Alternative Annuity) to the Plan's QJSA, QPSA or QOSA. If the Employer elects under Election 51(a) to exempt Exempt Participants from the joint and survivor annuity requirements, the Employer should not elect to provide an Alternative Annuity under 49(d). ]

(e) [X]

Ad‑Hoc distributions. See Section 6.03(A)(6).

[ Note: If an Employer elects to permit Ad‑Hoc distributions the option must be available to all Participants. ]

(f) [n/a]

Describe distribution method(s):

[ Note: The Employer under Election 49(f) may describe Severance from Employment distribution methods from the elections available under Election 49 and/or a combination thereof as to any: (i) Participant group (e.g., Division A Employee Accounts are distributable in a Lump-Sum OR Accounts of Employees hired after "x" date are distributable in a Lump-Sum. Division B Employee Accounts are distributable in a Lump-Sum or in Installments OR Accounts of Employees hired on/before "x" date are distributable in a Lump-Sum or in Installments.); (ii) Contribution Type (e.g., Discretionary Nonelective Contribution Accounts are distributable in a Lump-Sum. Fixed Nonelective Contribution Accounts are distributable in a Lump‑Sum or in Installments); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 49(f) must: (i) be objectively determinable; (ii) not be subject to Employer, Plan Administrator or Trustee discretion; (iii) be nondiscriminatory; and (iv) preserve Protected Benefits as required. ]

50. BENEFICIARY DISTRIBUTION ELECTIONS (6.01(B)) . Distributions following a Participant's death will be made as follows (Choose one of (a), (b), or (c); choose (d) if applicable.) :

(a) [n/a]

Immediate. As soon as practical following the Participant's death.

(b) [n/a]

Next Calendar Year. At such time as the Beneficiary may elect, but in any event on or before the last day of the calendar year which next follows the calendar year of the Participant's death.

Nonstandardized 401(k) Plan

As Beneficiary elects. At such time as the Beneficiary may elect, consistent with Section 6.02.

(d) [X]

Describe: Immediately following the Participant's death provided that the consent of the spouse or beneficiary is required for any distribution to be made prior to the later of the date the Participant would have attained age 62 or normal retirement date as defined in Code Section 411(a)(8)

[ Note: The Employer under Election 50(d) may describe an alternative distribution timing or afford the Beneficiary an election which is narrower than that permitted under election 50(c), or include special provisions related to certain beneficiaries, (e.g., a surviving spouse). However, any election under Election 50(d) must require distribution to commence no later than the Section 6.02 required date. ]

51. JOINT AND SURVIVOR ANNUITY REQUIREMENTS (6.04) . The joint and survivor annuity distribution requirements of Section 6.04 (Choose one of (a) or (b).) :

(a) [X]

Profit sharing exception. Do not apply to an Exempt Participant, as described in Section 6.04(G)(1), but apply to any other Participants (or to a portion of their Account as described in Section 6.04(G)) (Complete (1).) :

(1)

One‑year marriage rule. Under Section 7.05(A)(3) relating to an Exempt Participant's Beneficiary designation under the profit sharing exception (Choose one of a. or b.) :

a. [n/a]

Applies. The one‑year marriage rule applies.

b. [X]

Does not apply. The one‑year marriage rule does not apply.

(b) [n/a]

Joint and survivor annuity applicable. Section 6.04 applies to all Participants (Complete (1).) :

(1)

One‑year marriage rule. Under Section 6.04(B) relating to the QPSA (Choose one of a. or b.) :

a. [n/a]

Applies. The one‑year marriage rule applies.

b. [n/a]

Does not apply. The one‑year marriage rule does not apply.

Nonstandardized 401(k) Plan

ARTICLE VII

ADMINISTRATIVE PROVISIONS

52. ALLOCATION OF EARNINGS (7.04(B)) . For each Contribution Type provided under the Plan, the Plan allocates Earnings using the following method (Choose one or more of (a) through (f). Choose Contribution Type as applicable.) :

[ Note: Elective Deferrals/Employee Contributions also includes Rollover Contributions, Transfers, DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions and Nonelective Contributions includes all Nonelective Contributions, unless described otherwise in Election 52(f). ]

	(1)		(2)	(3)	(4)
	All Contributions		Elective Deferrals/ Employee Contributions	Matching Contributions	Nonelective Contributions

(a) [X] Daily. See Section 7.04(B)(4)(a).	[X]	OR	[ ]	[ ]	[ ]

(b) [n/a] Balance forward. See Section 7.04(B)(4)(b).	[X]	OR	[ ]	[ ]	[ ]

(c) [n/a] Balance forward with adjustment. See Section 7.04(B)(4)(c). Allocate pursuant to the balance forward method, except treat as part of the relevant Account at the beginning of the Valuation Period % of the contributions made during the following Valuation Period: .	[ ]	OR	[ ]	[ ]	[ ]

(d) [n/a] Weighted average. See Section 7.04(B)(4)(d). If not a monthly weighting period, the weighting period is: .	[ ]	OR	[ ]	[ ]	[ ]

(e) [X] Participant-Directed Account method. See Section 7.04(B)(4)(e).	[X]	OR	[ ]	[ ]	[ ]

(f) [n/a] Describe Earnings allocation method:

[ Note: The Employer under Election 52(f) may describe Earnings allocation methods from the elections available under Election 52 and/or a combination thereof as to any: (i) Participant group (e.g., Daily applies to Division A Employees OR to Employees hired after "x" date. Balance forward applies to Division B Employees OR to Employees hired on/before "x" date.); (ii) Contribution Type (e.g., Daily applies as to Discretionary Nonelective Contribution Accounts. Participant-Directed Account applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., Balance forward applies to investments placed with vendor A and Participant‑Directed Account applies to investments placed with vendor B OR Daily applies to Participant‑Directed Accounts and balance forward applies to pooled Accounts); and/or (iv) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be subject to Earnings allocation in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 52(f) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; and (iii) be nondiscriminatory. ]

Nonstandardized 401(k) Plan

ARTICLE VIII

TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

53. VALUATION OF TRUST (8.02(C)(4)) . In addition to the last day of the Plan Year, the Trustee (or Named Fiduciary as applicable) must value the Trust Fund on the following Valuation Date(s) (Choose one or more of (a) through (d). Choose Contribution Type as applicable.) :

[ Note: Elective Deferrals/Employee Contributions also include Rollover Contributions, Transfers, DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions and Nonelective Contributions includes all Nonelective Contributions, unless described otherwise in Election 53(d). ]

	(1)		(2)	(3)	(4)
	All Contributions		Elective Deferrals/ Employee Contributions	Matching Contributions	Nonelective Contributions

(a) [n/a] No additional Valuation Dates.	[ ]	OR	[ ]	[ ]	[ ]

(b) [X] Daily Valuation Dates. Each business day of the Plan Year on which Plan assets for which there is an established market are valued and the Trustee is conducting business.	[X]	OR	[ ]	[ ]	[ ]

(c) [n/a] Last day of a specified period. The last day of each of the Plan Year.	[ ]	OR	[ ]	[ ]	[ ]

(d) [n/a] Specified Valuation Dates:

[ Note: The Employer under Election 53(d) may describe Valuation Dates from the elections available under Election 53 and/or a combination thereof as to any: (i) Participant group (e.g., No additional Valuation Dates apply to Division A Employees OR to Employees hired after "x" date. Daily Valuation Dates apply to Division B Employees OR to Employees hired on/before "x" date.); (ii) Contribution Type (e.g., No additional Valuation Dates apply as to Discretionary Nonelective Contribution Accounts. The last day of each Plan Year quarter applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., No additional Valuation Dates apply to investments placed with vendor A and Daily Valuation Dates apply to investments placed with vendor B OR Daily Valuation Dates apply to Participant‑Directed Accounts and no additional Valuation Dates apply to pooled Accounts); and/or (iv) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be subject to Trust valuation in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 53(d) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; and (iii) be nondiscriminatory. ]

ARTICLE XII

MULTIPLE EMPLOYER PLAN

54. MULTIPLE EMPLOYER PLAN (12.01/12.02/12.03) . The Employer makes the following elections regarding the Plan's Multiple Employer Plan status and the application of Article XII (Choose one of (a) or (b).) :

(a) [X]

Not applicable. The Plan is not a Multiple Employer Plan and Article XII does not apply.

(b) [n/a]

Applies. The Plan is a Multiple Employer Plan and the Article XII Effective Date is: . The Employer makes the following additional elections (Choose (1) if applicable.) :

(1) [n/a]

Participating Employer may modify. See Section 12.03. A Participating Employer in the Participation Agreement may modify Adoption Agreement elections applicable to each Participating Employer (including electing to not apply Adoption Agreement elections) as follows (Choose one of a. or b. Choose c. if applicable.) :

a. [n/a]

All. May modify all elections.

b. [n/a]

Specified elections. May modify the following elections: (specify by election number) .

c. [n/a]

Restrictions. May modify subject to the following additional restrictions: (Specify restrictions. Any restrictions must be definitely determinable and may not violate Code §412 or the regulations thereunder.) .

[ Note: If Election (b)(1) above is not chosen, Participating Employers may not modify any Adoption Agreement elections . The Participation Agreement must be consistent with this Election 54(b)(1). Any Participating Employer election in the Participation Agreement which is not permitted under this Election 54(b)(1) is of no force or effect and the applicable election in the Adoption Agreement applies. ]

Nonstandardized 401(k) Plan

EXECUTION PAGE

The Employer, by executing this Adoption Agreement, hereby agrees to the provisions of this Plan and Trust.

Employer: BancFirst Corporation

Date:

Signed:

________________________________________________________

[ print name/title ]

The Trustee (and Custodian, if applicable), by executing this Adoption Agreement, hereby accepts its position and agrees to all of the obligations, responsibilities and duties imposed upon the Trustee (or Custodian) under the Prototype Plan and Trust. If the Employer under Elections 5(c) or 5(e) will use a separate Trust, the Trustee need not execute this Adoption Agreement.

Nondiscretionary Trustee(s): BancFirst

Date:

Signed:

________________________________________________________

[ print name/title ]

Nondiscretionary Trustee(s):

Date:

Signed:

________________________________________________________

[ print name/title ]

Custodian(s) (Optional) :

Date:

Signed:

________________________________________________________

[ print name/title ]

Use of Adoption Agreement. Failure to complete properly the elections in this Adoption Agreement may result in disqualification of the Employer's Plan. The Employer only may use this Adoption Agreement only in conjunction with the basic plan document referenced by its document number on Adoption Agreement page one.

Execution for Page Substitution Amendment Only. If this paragraph is completed, this Execution Page documents an amendment to Adoption Agreement Election(s) effective , by substitute Adoption Agreement page number(s) . The Employer should retain all Adoption Agreement Execution Pages and amended pages. [ Note: The Effective Date may be retroactive or may be prospective .]

Prototype Plan Sponsor. The Prototype Plan Sponsor identified on the first page of the basic plan document will notify all adopting Employers of any amendment to this Prototype Plan or of any abandonment or discontinuance by the Prototype Plan Sponsor of its maintenance of this Prototype Plan. For inquiries regarding the adoption of the Prototype Plan, the Prototype Plan Sponsor's intended meaning of any Plan provisions or the effect of the Opinion Letter issued to the Prototype Plan Sponsor, please contact the Prototype Plan Sponsor at the following address and telephone number: 201 North Robinson, Suite 1000, Oklahoma City, Oklahoma 73102, 405-235-9621 .

Reliance on Sponsor Opinion Letter. The Prototype Plan Sponsor has obtained from the IRS an Opinion Letter specifying the form of this Adoption Agreement and the basic plan document satisfy, as of the date of the Opinion Letter, Code §401. An adopting Employer may rely on the Prototype Sponsor's IRS Opinion Letter only to the extent provided in Rev. Proc. 2011‑49. The Employer may not rely on the Opinion Letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the Opinion Letter and in Rev. Proc. 2011‑49 or subsequent guidance. In order to have reliance in such circumstances or with respect to such qualification requirements, the Employer must apply for a determination letter to Employee Plans Determinations of the IRS.

Nonstandardized 401(k) Plan

APPENDIX A

SPECIAL RETROACTIVE OR PROSPECTIVE EFFECTIVE DATES

55. SPECIAL EFFECTIVE DATES (1.20) . The Employer elects or does not elect Appendix A special Effective Date(s) as follows. (Choose (a) or one or more of (b) through (s) as applicable.) :

[ Note: If the Employer elects 55(a), do not complete the balance of this Election 55. ]

(a) [X]

Not applicable. The Employer does not elect any Appendix A special Effective Dates.

[ Note: The Employer may use this Appendix A to specify an Effective Date for one or more Adoption Agreement elections which does not correspond to the Plan's new Plan or Restated Plan Effective Date under Election 4. As to Restated Plans, for periods prior to: (i) the below‑specified special Effective Date(s); or (ii) the Restated Plan's general Effective Date under Election 4, as applicable, the Plan terms in effect prior to its restatement under this Adoption Agreement control for purposes of the designated provisions. ]

(b) [n/a]

Trustee (1.67). The Trustee provisions under Election 5 or Appendix C are effective: .

Contribution Types (1.12). The Contribution Types under Election(s) 6 are effective: .

(d) [n/a]

Excluded Employees (1.22(D)). The Excluded Employee provisions under Election(s) 8 are effective: .

(e) [n/a]

Compensation (1.11). The Compensation definition under Election(s) (specify 9‑11 as applicable) are effective:

(f) [n/a]

Hour of Service/Elective Service Crediting (1.32/1.59(C)). The Hour of Service and/or elective Service crediting provisions under Election(s) (specify 12‑13 as applicable) are effective: .

(g) [n/a]

Eligibility (2.01‑2.03). The eligibility provisions under Election(s) (specify 14‑19 as applicable) are effective:

(h) [n/a]

Elective Deferrals (3.02(A)‑(D)). The Elective Deferral provisions under Election(s) (specify 20‑23 as applicable) are effective: .

(i) [n/a]

Matching Contributions (3.03). The Matching Contribution provisions under Election(s) (specify 24‑26 as applicable) are effective: .

(j) [n/a]

Nonelective Contributions (3.04). The Nonelective Contribution provisions under Election(s) (specify 27-29 as applicable) are effective: .

(k) [n/a]

401(k) safe harbor (3.05). The 401(k) safe harbor provisions under Election(s) 30 are effective: .

(l) [n/a]

Allocation conditions (3.06). The allocation conditions under Election(s) (specify 31-32 as applicable) are effective: .

(m) [n/a]

Forfeitures (3.07). The forfeiture allocation provisions under Election(s) 33 are effective:

(n) [n/a]

Employee Contributions (3.09). The Employee Contribution provisions under Election(s) 36 are effective:

(o) [n/a]

Testing elections (4.06(B)). The testing elections under Election(s) 38 are effective: .

(p) [n/a]

Vesting (5.03). The vesting provisions under Election(s) (specify 39-44 as applicable) are effective:

(q) [n/a]

Distributions (6.01, 6.03 and 6.04). The distribution elections under Election(s) (specify 45-51 as applicable) are effective: .

(r) [n/a]

Earnings/Trust valuation (7.04(B)/8.02(C)(4)). The Earnings allocation and Trust valuation provisions under Election(s) (specify 52-53 as applicable) are effective: .

(s) [n/a]

Special Effective Date(s) for other elections (specify elections and dates) : .

Nonstandardized 401(k) Plan

APPENDIX B

BASIC PLAN DOCUMENT OVERRIDE ELECTIONS

56. BASIC PLAN OVERRIDES . The Employer elects or does not elect to override various basic plan provisions as follows (Choose (a) or choose one or more of (b) through (l) as applicable.) :

[ Note: If the Employer elects 56(a), do not complete the balance of this Election 56 .]

(a) [n/a]

Not applicable. The Employer does not elect to override any basic plan provisions.

[ Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 55(s)) to specify a special Effective Date for any override provision the Employer elects in this Election 56. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment. ]

(b) [X ]

Definition (Article I) overrides. (Choose one or more of (1) through (8) as applicable.) :

(1) [n/a]

W‑2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W‑2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217.

(2) [n/a]

Alternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation.

(3) [n/a]

Inclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11 includes Deemed 125 Compensation.

(4) [n/a]

Pre‑Regulatory inclusion of Post‑Severance Compensation (1.11(I) and 4.05(F)). Prior to the first Limitation Year beginning on or after July 1, 2007 (the Effective Date of the final 415 regulations), the Plan includes Post‑Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)‑2(e) as described in Sections 1.11(I) and 4.05(F) as follows (Choose one or both of a. and b.) :

a. [n/a]

Include for 415 testing. Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of (specify a date which is no earlier than January 1, 2005) .

b. [n/a]

Include for allocations. Include for allocations as follows (specify affected Contribution Type(s) and any adjustments to Post‑Severance Compensation used for allocation) : .

This provision applies effective as of (specify a date which is no earlier than January 1, 2002) .

(5) [n/a]

Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation. (Choose one of a. or b.) :

a. [n/a]

NHCEs only. Apply only to disabled NHCEs.

b. [n/a]

All Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for:

(specify a fixed or determinable period) .

(6) [X]

Treatment of Differential Wage Payments (1.11(L)). In lieu of the provisions of Section 1.11(L), the Employer elects the following (Choose one or more of a., b., c., and d. as applicable.) :

a. [X]

Effective date. The inclusion is effective for Plan Years beginning after December31, 2008 (may not be earlier than December 31, 2008) .

b. [n/a]

Elective Deferrals only. The inclusion only applies to Compensation for purposes of Elective Deferrals.

c. [n/a]

Not included. The inclusion does not apply to Compensation for purposes of any Contribution Type.

d. [n/a]

Other:

(specify other Contribution Type Compensation which includes Differential Wage Payments)

(7) [n/a]

Leased Employees (1.22(B)). (Choose one or both of a. and b. if applicable.) :

a. [n/a]

Inclusion of Leased Employees (1.22(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees:

(specify Contribution Types) .

b. [n/a]

Offset if contributions to leasing organization plan (1.22(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employee to the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee's services for the Employer. The amount of the offset is as follows:

Nonstandardized 401(k) Plan

[ Note: The election of an offset under this Election 56(b)(7)b. may require that the Employer aggregate its plan with the leasing organization's plan for coverage and nondiscrimination testing. ]

(8) [n/a]

Inclusion of Reclassified Employees (1.22(D)(3)). The Employer for purposes of the following Contribution Types, does not exclude Reclassified Employees (or the following categories of Reclassified Employees): (specify Contribution Types and/or categories of Reclassified Employees) .

Rule of parity ‑ participation (Article II) override (2.03(D)). For purposes of Plan participation, the Plan applies the "rule of parity" under Code §410(a)(5)(D).

(d) [X]

Contribution/allocation (Article III) overrides. (Choose one or more of (1) through (9) as applicable.) :

(1) [n/a]

Roth overrides. (Choose one or more of a., b., c., or d. as applicable.) :

a. [n/a]

Treatment of Automatic Deferrals as Roth Deferrals (3.02(B)). The Employer elects to treat Automatic Deferrals as Roth Deferrals in lieu of treating Automatic Deferrals as Pre‑Tax Deferrals.

b. [n/a]

In‑Plan Roth Rollovers limited to In‑Service only (3.08(E)(2)(a)). Only Participants who are Employees may elect to make an In‑Plan Roth Rollover Contribution.

c. [n/a]

Vested In‑Plan Roth Rollovers (3.08(E)(2)(b)). Distributions related to In‑Plan Roth Rollovers may only be made from accounts which are fully Vested.

d. [n/a]

Source of In‑Plan Roth Rollover Contribution (3.08(E)(3)(b)). The Plan permits an In‑Plan Roth Rollover only from the following qualifying sources (Choose one or more.) :

(i) [n/a]

Elective Deferrals

(ii) [n/a]

Matching Contributions (including any Safe Harbor Matching Contributions and Additional Matching Contributions)

(iii) [n/a]

Nonelective Contributions

(iv) [n/a]

QNECs (including any Safe Harbor Nonelective Contributions)

(v) [n/a]

Rollovers

(vi) [n/a]

Transfers

(vii) [n/a]

Other:

(specify account(s) and conditions in a manner that is definitely determinable and not subject to Employer discretion)

(2) [n/a]

No offset of Safe Harbor Contributions to other allocations (3.05(E)(12)). Any Safe Harbor Nonelective Contributions allocated to a Participant's account will not be applied toward (offset) any allocation to the Participant of a non‑Safe Harbor Nonelective Contribution.

(3) [n/a]

Short Plan Year or allocation period (3.06(B)(1)(c)). The Plan Administrator (Choose one of a. or b.) :

a. [n/a]

No pro‑ration. Will not pro‑rate Hours of Service in any short allocation period.

b. [n/a]

Pro‑ration based on months. Will pro‑rate any Hour of Service requirement based on the number of months in the short allocation period.

(4) [n/a]

Limited waiver of allocation conditions for rehired Participants (3.06(G)). The allocation conditions the Employer has elected in the Adoption Agreement do not apply to rehired Participants in the Plan Year they resume participation, as described in Section 3.06(G).

(5) [n/a]

Associated Match forfeiture timing (3.07(A)(1)(c)). Forfeiture of associated matching contributions occurs in the Testing Year.

(6) [n/a]

Safe Harbor top‑heavy exempt fail‑safe (3.07(A)(4)). In lieu of ordering forfeitures as (a), (b), and (c) under Section 3.07(A)(4), the Employer establishes the following forfeiture ordering rules (Specify the ordering rules, for example, (b), (c), and (a).) : .

(7) [X]

HEART Act continued benefit accrual (3.11(K)). The Employer elects to apply the benefit accrual provisions of Section 3.11(K). The provisions are effective as of (Choose one of a. or b.; and choose c. if the provisions no longer are effective.) :

a. [X]

2007 Effective Date. The first day of the 2007 Plan Year.

b. [n/a]

Other Effective Date. (may not be earlier than the first day of the 2007 Plan Year) .

c. [n/a]

No longer effective. The provisions no longer apply effective as of .

Nonstandardized 401(k) Plan

(8) [n/a]

Classifications allocation formula (3.04(B)(3)). If a Participant shifts from one classification to another during a Plan Year, the Plan Administrator will apportion the Participant's allocation during that Plan Year (Choose one of a., b., or c.) :

a. [n/a]

Months in each classification. Pro rata based on the number of months the Participant spent in each classification.

b. [n/a]

Days in each classification. Pro rata based on the number of days the Participant spent in each classification.

c. [n/a]

One classification only. The Employer in a nondiscriminatory manner will direct the Plan Administrator to place the Participant in only one classification for the entire Plan Year during which the shift occurs.

(9) [n/a]

Suspension (3.06(F)(3)). The Plan Administrator in applying Section 3.06(F) will (Choose one or more of a., b., and c. as applicable.) :

a. [n/a]

Re‑order tiers. Apply the suspension tiers in Section 3.06(F)(2) in the following order: (specify order) .

b. [n/a]

Hours of Service tie‑breaker. Apply the greatest Hours of Service as the tie‑breaker within a suspension tier in lieu of applying the lowest Compensation.

c. [n/a]

Additional/other tiers. Apply the following additional or other tiers: (specify suspension tiers and ordering) .

(e) [X]

Testing (Article IV) overrides. (Choose one or both of (1) and (2) as applicable.) :

(1) [n/a]

First few weeks rule for Code §415 testing Compensation (4.05(F)(1)). The Plan applies the first few weeks rule in Section 4.05(F)(1).

(2) [X]

Post‑Severance Compensation for Code §415 testing Compensation (4.05(F)). The Employer elects the following adjustments to Post-Severance Compensation for purposes of determining 415 testing Compensation (Choose one or more of a. through d.) :

[ Note: Under the basic plan document, if the Employer does not elect any adjustments, post-severance compensation includes leave cashouts and deferred compensation, and excludes military and disability continuation payments. ]

a. [X]

Exclude leave cash‑outs. See Section 1.11(I)(1)(b).

b. [X]

Exclude deferred compensation. See Section 1.11(I)(1)(c).

c. [n/a]

Include salary continuation for military service. See Section 1.11(I)(2).

d. [n/a]

Include salary continuation for disabled Participants. See Section 1.11(I)(3). (Choose one of (i) or (ii).) :

(i) [n/a]

For Nonhighly Compensated Employees only.

(ii) [n/a]

For all Participants. In which case the salary continuation will continue for the following fixed or determinable period: .

(f) [n/a]

Vesting (Article V) overrides. (Choose one or more of (1) through (6) as applicable.) :

(1) [n/a]

Application of non‑top‑heavy vesting and top‑heavy vesting (5.03(A)(2)). The Employer makes the following elections regarding the application of non ‑ top ‑ heavy vesting and top‑heavy vesting (Choose a., b., and c. as applicable.) :

a. [n/a]

Election of non‑top‑heavy vesting. As to Plan Years where permitted and in such Plan Years when the Plan is not top ‑ heavy, the following vesting schedule(s) apply. See Section 5.03(B). (Choose one or more of (i), (ii), or (iii) as applicable and complete (iv) and (v).) :

(i) [n/a]

5‑year cliff.

(ii) [n/a]

7‑year graded.

(iii) [n/a]

Modified non‑top‑heavy. A modified non‑top‑heavy schedule as follows:

[ Note: A modified non‑top‑heavy schedule must satisfy Code §411(a)(2). ]

(iv) Application to Contribution Types. Apply the elected non‑top‑heavy vesting schedule (Choose one of A. or B.) :

A. [n/a]

All. To all Contribution Types subject to vesting (other than QACA Safe Harbor Contributions).

B. [n/a]

Describe application to affected Contribution Type(s):

(v) Application of top ‑ heavy and non ‑ top ‑ heavy schedules. (Choose one of A. or B.) :

A. [n/a]

Apply top ‑ heavy schedule in all Plan Years once top‑heavy.

B. [n/a]

Apply top ‑ heavy schedule only in top ‑ heavy Plan Years.

Nonstandardized 401(k) Plan

b. [n/a]

Election to eliminate HOS requirement post ‑ EGTRRA or post ‑ PPA for top ‑ heavy vesting. The top ‑heavy vesting schedule(s) apply (Choose one or both of (i) and (ii).) :

(i) [n/a]

No post‑EGTRRA HOS requirement for Matching. To all Participants even if they do not have one Hour of Service in a Plan Year beginning after December 31, 2001.

(ii) [n/a]

No post‑PPA HOS requirement for affected other Employer Contributions. To all Participants even if they do not have one Hour of Service in a Plan Year beginning after December 31, 2006.

c. [n/a]

Election to apply top‑heavy vesting only as to post‑EGTRRA or post‑PPA contributions. The top ‑ heavy vesting schedule(s) apply (Choose one or both of (i) and (ii).) :

(i) [n/a]

Post‑EGTRRA Matching Contributions. Only to Regular Matching Contributions and Additional Matching Contributions made in Plan Years beginning after December 31, 2001 and to the associated Earnings.

(ii) [n/a]

Post‑PPA other Employer Contributions. Only to non ‑ Matching Contributions made in Plan Years beginning after December 31, 2006, and to the associated Earnings.

(2) [n/a]

Alternative "grossed‑up" vesting formula (5.03(C)(2)). The Employer elects the alternative vesting formula described in Section 5.03(C)(2).

(3) [n/a]

Source of Cash‑Out forfeiture restoration (5.04(B)(5)). To restore a Participant's Account Balance as described in Section 5.04(B)(5), the Plan Administrator, to the extent necessary, will allocate from the following source(s) and in the following order (Specify, in order, one or more of the following: Forfeitures, Earnings, and/or Employer Contribution) : .

(4) [n/a]

Deemed Cash‑Out of 0% Vested Participant (5.04(C)). The deemed cash‑out rule of Section 5.04(C) does not apply to the Plan.

(5) [n/a]

Accounting for Cash‑Out repayment; Contribution Type (5.04(D)(2)). In lieu of the accounting described in Section 5.04(D)(2), the Plan Administrator will account for a Participant's Account Balance attributable to a Cash‑Out repayment (Choose one of a. or b.) :

a. [n/a]

Nonelective rule. Under the nonelective rule.

b. [n/a]

Rollover rule. Under the rollover rule.

(6) [n/a]

One‑year hold‑out rule ‑ vesting (5.06(D)). The one‑year hold‑out Break in Service rule under Code §411(a)(6)(B) applies.

(g) [X]

Distribution (Article VI) overrides. (Choose one or more of (1) through (9) as applicable.) :

(1) [n/a]

Restriction on In‑Service Rollover Distributions (6.01(C)). A Participant shall be entitled to receive a distribution of Rollover Contributions, Employee Contributions and DECs (Choose one or more of a. through d. as applicable.) :

a. [n/a]

Deferrals. Under the same provisions which apply to Elective Deferrals.

b. [n/a]

Match. Under the same provisions which apply to Matching Contributions.

c. [n/a]

Nonelective. Under the same provisions which apply to Nonelective Contributions.

d. [n/a]

Other:

[Note : The Employer under Election 56(g)(1)d. may describe In‑Service Rollover Distribution restrictions using the options available for In-Service Distributions under Election 47 and/or a combination thereof as to all Participants or as to any: (i) Participant group (e.g., Division A Rollover Accounts are distributable at age 59 1/2 OR Rollover Accounts of Employees hired on/before "x" date are distributable at age 59 1/2. No In‑Service Rollover Distributions apply to Division B Employees OR to Employees hired after "x" date). An Employer's election under Election 56(g)(1)d. must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an "early" distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Sections 6.01(C)(4) and 11.02(C)(3). ]

(2) [n/a]

Elections related to In‑Plan Roth Rollovers (6.01(C)(7)). (Choose one or more of a. through c. as applicable.) :

a. [n/a]

In‑Service Roth Rollover events. The Employer elects to permit In‑Service Distributions under the following conditions solely for purposes of making an In‑Plan Roth Rollover Contribution (Choose one or more of (i) through (iv); select (v) if applicable.) :

(i) [n/a]

Age. The Participant has attained age .

(ii) [n/a]

Participation. The Participant has months of participation (specify minimum of 60 months) . Section 6.01(C)(4)(a)(ii).

(iii) [n/a]

Seasoning. The amounts being distributed have accumulated in the Plan for at least years (at least 2) . See Section 6.01(C)(4)(a)(i).

Nonstandardized 401(k) Plan

(iv) [n/a]

Other (describe): (must be definitely determinable and not subject to Employer discretion (e.g., age 50, but only with respect to Nonelective Contributions, and not Matching Contributions))

[ Note: Regardless of any election above to the contrary, In‑Plan Roth Rollover Contributions are not permitted from a Participant's Elective Deferral Account, Qualified Matching Contribution Account, Qualified Nonelective Contribution Account and accounts attributable to Safe Harbor Contributions prior to age 59 1/2. ]

(v) [n/a]

Distribution for withholding. A Participant may elect to have a portion of the amount that may be distributed as an In‑Plan Roth Rollover Contribution distributed solely for purposes of federal or state income tax withholding related to the In‑Plan Roth Rollover Contribution.

b. [n/a]

Minimum amount. The minimum amount that may be rolled over is (may not exceed $1,000) .

c. [n/a]

No transfer of loans. Loans may not be distributed as part of an In‑Plan Roth Rollover Contribution. (if not selected, any loans may be transferred)

(3) [X]

Elections related to Required Minimum Distributions. (Choose one or more of a. through c. as applicable.) :

a. [X]

RMD overrides if Participant dies before DCD (6.02(B)(1)(e)). If the Participant dies before the DCD and the Beneficiary is a designated Beneficiary, the RMD distribution rules are modified as follows (Choose one of (i) through (iv).) :

(i) [n/a]

Election of 5‑year rule. If a Designated Beneficiary does not make a timely election, the 5‑year rule applies in lieu of the Life Expectancy rule.

(ii) [X]

Life Expectancy rule. The Life Expectancy rule applies to the Designated Beneficiary. See Section 6.02(B)(1)(d).

(iii) [n/a]

5‑year rule. The 5‑year rule applies to the Beneficiary. See Section 6.02(B)(1)(c).

(iv) [n/a]

Other:

(Describe, e.g., the 5‑year rule applies to all Beneficiaries other than a surviving spouse Beneficiary.)

b. [n/a]

RBD definition (6.02(E)(7)(c)). In lieu of the RBD definition in Section 6.02(E)(7)(a) and (b), the Plan Administrator (Choose one of (i) or (ii).) :

(i) [n/a]

SBJPA definition indefinitely. Indefinitely will apply the pre‑SBJPA RBD definition.

(ii) [n/a]

SBJPA definition to specified date. Will apply the pre‑SBJPA definition until (the stated date may not be earlier than January 1, 1997) , and thereafter will apply the RBD definition in Sections 6.02(E)(7)(a) and (b).

c. [X]

2009 RMD waiver elections (6.02(F)). In lieu of the 2009 RMDs suspension (subject to a Participant or Beneficiary election to continue), as provided in Section 6.02(F) (Choose one of (i) through (iii) if applicable. Choose (iv) or (v) if applicable.) :

(i) [n/a]

RMDs continued unless election. 2009 RMDs are continued as provided in Section 6.02(F)(2), unless a Participant or Beneficiary otherwise elects.

(ii) [n/a]

RMDs continued ‑ no election. 2009 RMDs are continued as provided in Section 6.02(F)(3), without regard to a waiver. No election is available to Participants or Beneficiaries.

(iii) [X]

Other: RMDs are waived unless a participant requests a distribution. (Describe, e.g., the Plan suspended 2009 RMDs and did not offer an election or the Plan changed from one treatment of 2009 RMDs to another treatment during 2009.)

Treatment as Eligible Rollover Distribution. For purposes of 2009 RMDs, the Plan also will treat the following distributions as Eligible Rollover Distributions (Choose (iv) or (v), if applicable. If the Employer elects neither (iv) nor (v), then a direct rollover for 2009 will be offered only for distributions that would be Eligible Rollover Distributions without regard to Code §401(a)(9)(H).) :

(iv) [n/a]

2009 RMDs and Extended 2009 RMDs, both as defined in Section 6.02(F).

(v) [n/a]

2009 RMDs, as defined in Section 6.02(F), but only if paid with an additional amount that is an Eligible Rollover Distribution without regard to Code §401(a)(9)(H).

(4) [X]

Distribution Methods (Choose one or both of a. and b. if applicable.) :

a. [n/a]

Default Distribution Methods (6.03(B)(2)). If a Participant or Beneficiary does not make a timely election as to distribution method and timing the Plan Administrator will direct the Trustee to distribute using the following method and timing: (Describe, e.g., Installments sufficient to satisfy RMD beginning at the Required Beginning Date. The selected method and timing must not be discriminatory and must be an option the plan makes available to participants and/or beneficiaries.)

b. [X]

Beneficiary Distribution Methods (6.03(A)(2)). The Plan will distribute to the Beneficiary under the following distribution method(s). If more than one method is elected, the Beneficiary may choose the method of distribution:

Nonstandardized 401(k) Plan

(i) [X]

Lump ‑Sum. See Section 6.03(A)(3).

(ii) [n/a]

Installments sufficient to satisfy RMD. See Section 6.03(A)(4)(a).

(iii) [n/a]

Ad‑Hoc sufficient to satisfy RMD. See Section 6.03(A)(6).

(iv) [n/a]

Other:

(Describe, e.g., Lump‑Sum or Installments for surviving spouse Beneficiaries, Lump‑Sum only for all other Beneficiaries.)

(5) [n/a]

Annuity Distributions (6.04). (Choose one or both of a. and b. if applicable.) :

a. [n/a]

Modification of QJSA (6.04(A)(3)). The Survivor Annuity percentage will be %. (Specify a percentage between 50% and 100%.)

b. [n/a]

Modification of QPSA (6.04(B)(2)). The QPSA percentage will be %. (Specify a percentage between 50% and 100%.)

(6) [n/a]

Hardship Distributions (6.07). (Choose one or both of a. and b. if applicable.) :

a. [n/a]

Restriction on hardship source; grandfathering (6.07(E)). The hardship distribution limit includes grandfathered amounts.

b. [n/a]

Hardship acceleration. The existence of a hardship occurring after Separation from Service/Severance from Employment will be determined under the non‑safe harbor rules of Section 6.07(B).

(7) [n/a]

Replacement of $5,000 amount (6.09). All Plan references (except in Sections 3.02(D), 3.10 and 3.12(C)(2)) to "$5,000" will be $ . (Specify an amount less than $5,000.)

(8) [n/a]

Beneficiary's hardship need (6.07(H)). Effective (Specify date not earlier than August 17, 2006) , a Participant's hardship includes an immediate and heavy financial need of the Participant's primary Designated Beneficiary under the Plan, as described in Section 6.07(H).

(9) [X]

Non‑spouse beneficiary rollover not permitted before required (6.08(G)). For distributions after December 31, 2006, and before January 1, 2008 ( Specify a date not later than January 1, 2010) , the Plan does not permit a Designated Beneficiary other than the Participant's surviving spouse to elect to roll over a death benefit distribution.

(h) [n/a]

Administrative overrides (Article VII). (Choose one or more of (1) through (7) as applicable.) :

(1) [n/a]

Contributions prior to accrual or precise determination (7.04(B)(5)(b)). The Plan Administrator will allocate Earnings described in Section 7.04(B)(5)(b) as follows (Choose one of a., b., or c.) :

a. [n/a]

Treat as contribution. Treat the Earnings as an Employer Matching or Nonelective Contribution and allocate accordingly.

b. [n/a]

Balance forward. Allocate the Earnings using the balance forward method described in Section 7.04(B)(4)(b).

c. [n/a]

Weighted average. Allocate the Earnings on Matching Contributions using the weighted average method in a manner similar to the method described in Section 7.04(B)(4)(d).

(2) [n/a]

Automatic revocation of spousal designation (7.05(A)(1)). The automatic revocation of a spousal Beneficiary designation in the case of divorce does not apply.

(3) [n/a]

Limitation on frequency of Beneficiary designation changes (7.05(A)(4)). Except in the case of a Participant incurring a major life event, a period of at least must elapse between Beneficiary designation changes. (Specify a period of time, e.g., 90 days OR 12 months.)

(4) [n/a]

Definition of "spouse" (7.05(A)(5)). The following definition of "spouse" applies: (Specify a definition.)

(5) [n/a]

Administration of default provision; default Beneficiaries (7.05(C)). The following list of default Beneficiaries will apply: (Specify, in order, one or more Beneficiaries who will receive the interest of a deceased Participant.)

(6) [n/a]

Subsequent restoration of forfeiture‑sources and ordering (7.07(A)(3)). Restoration of forfeitures will come from the following sources, in the following order (Specify, in order, one or more of the following: Forfeitures, Employer Contribution, Trust Fund Earnings.)

(7) [n/a]

State law (7.10(H)). The law of the following state will apply: (Specify one of the 50 states or the District of Columbia, or other appropriate legal jurisdiction, such as a territory of the United States or an Indian tribal government.)

(i) [n/a]

Trust and insurance overrides (Articles VIII and IX). (Choose one or more of (1) through (3) if applicable.) :

(1) [n/a]

Employer securities/real property in Profit Sharing Plans/401(k) Plans (8.02(A)(13)(a)). The Plan limit on investment in qualifying Employer securities/real property is %. (Specify a percentage which is less than 100%.)

Nonstandardized 401(k) Plan

(2) [n/a]

Provisions relating to insurance and insurance company (9.08). The following provisions apply: (Specify such language as necessary to accommodate life insurance Contracts the Plan holds.)

[ Note: The provisions in this Election 56(i)(2) may override provisions in Article IX of the Plan, but must be consistent with all other provisions of the Plan. ]

(3) [n/a]

Cross‑pay when more than one entity adopts Plan not applicable (8.12). The cross‑pay provisions of Section 8.12 do not apply.

(j) [n/a]

Code Section 415 (Article XI) override (11.02(A)(1), 4.02(F)). Because of the required aggregation of multiple plans, to satisfy Code §415, the following overriding provisions apply:

(Specify such language as necessary to satisfy §415, e.g., the Employer will reduce Additional Additions to this plan before reducing Annual Additions to other plans.)

(k) [n/a]

Code Section 416 (Article XI) override (11.02(A)(1), 10.03(D)). Because of the required aggregation of multiple plans, to satisfy Code §416, the following overriding provisions apply:

(Specify such language as necessary to satisfy §416, e.g., If an Employee participates in this Plan and another Plan the Employer maintains, the Employer will satisfy any Top-Heavy Minimum Allocation in this Plan and not the other plan.)

(l) [n/a]

Multiple Employer Plan (Article XII) overrides. (Choose (1) if applicable.) :

(1) [n/a]

No involuntary termination for Participating Employer (12.11). The Lead Employer may not involuntarily terminate the participation of any Participating Employer under Section 12.11.

Nonstandardized 401(k) Plan

APPENDIX C

LIST OF GROUP TRUST FUNDS/PERMISSIBLE TRUST AMENDMENTS

57. [n/a] INVESTMENT IN GROUP TRUST FUND (8.09) . The nondiscretionary Trustee, as directed or the discretionary Trustee acting without direction (and in addition to the discretionary Trustee's authority to invest in its own funds under Section 8.02(A)(3)), may invest in any of the following group trust funds: . (Specify the names of one or more group trust funds in which the Plan can invest.)

[ Note: A discretionary or nondiscretionary Trustee also may invest in any group trust fund authorized by an independent Named Fiduciary. ]

58. [n/a] DUTY TO COLLECT (8.02(D)(1)) . is hereby appointed as a Trustee for the Plan, and is referred to as the Special Trustee. The sole responsibility of the Special Trustee is to collect contributions the Employer owes to the Plan. No other Trustee has any duty to ensure that the contributions received comply with the provisions of the Plan or is obliged to collect any contributions from the Employer. No Trustee, other than the Special Trustee, is obliged to ensure that funds deposited are deposited according to the provisions of the Plan. The Special Trustee will execute a form accepting its position and agreeing to its obligations hereunder.

59. [n/a] PERMISSIBLE TRUST AMENDMENTS (8.11) . The Employer makes the following amendments to the Trust as permitted under Rev. Proc. 2011‑49, Sections 5.09 and 14.04 (Choose one or more of (a) through (c) as applicable.) :

[ Note: Any amendment under this Election 59 must not: (i) conflict with any Plan provision unrelated to the Trust or Trustee; or (ii) cause the Plan to violate Code §401(a). The amendment may override, add to, delete or otherwise modify the Trust provisions. Do not use this Election 59 to substitute another pre‑approved trust for the Trust. See Election 5(c) as to a substitute trust. ]

(a) [n/a] Investments. The Employer amends the Trust provisions relating to Trust investments as follows:

(b) [n/a] Duties. The Employer amends the Trust provisions relating to Trustee (or Custodian) duties as follows:

(c) [n/a] Other administrative provisions. The Employer amends the other administrative provisions of the Trust as follows:

Nonstandardized 401(k) Plan

APPENDIX D

TABLE I: ACTUARIAL FACTORS

UP-1984

Without Setback


Number of years from attained age at the end of Plan Year until Normal Retirement Age	7.50%	8.00%	8.50%

0	8.458	8.196	7.949
1	7.868	7.589	7.326
2	7.319	7.027	6.752
3	6.808	6.506	6.223
4	6.333	6.024	5.736
5	5.891	5.578	5.286
6	5.480	5.165	4.872
7	5.098	4.782	4.491
8	4.742	4.428	4.139
9	4.412	4.100	3.815
10	4.104	3.796	3.516
11	3.817	3.515	3.240
12	3.551	3.255	2.986
13	3.303	3.014	2.752
14	3.073	2.790	2.537
15	2.859	2.584	2.338
16	2.659	2.392	2.155
17	2.474	2.215	1.986
18	2.301	2.051	1.831
19	2.140	1.899	1.687
20	1.991	1.758	1.555
21	1.852	1.628	1.433
22	1.723	1.508	1.321
23	1.603	1.396	1.217
24	1.491	1.293	1.122
25	1.387	1.197	1.034
26	1.290	1.108	0.953
27	1.200	1.026	0.878
28	1.116	0.950	0.810
29	1.039	0.880	0.746
30	0.966	0.814	0.688
31	0.899	0.754	0.634
32	0.836	0.698	0.584
33	0.778	0.647	0.538
34	0.723	0.599	0.496
35	0.673	0.554	0.457
36	0.626	0.513	0.422
37	0.582	0.475	0.389
38	0.542	0.440	0.358
39	0.504	0.407	0.330
40	0.469	0.377	0.304
41	0.436	0.349	0.280
42	0.406	0.323	0.258
43	0.377	0.299	0.238
44	0.351	0.277	0.219
45	0.327	0.257	0.202

Note: A Participant's Actuarial Factor under Table I is the factor corresponding to the number of years until the Participant reaches his/her Normal Retirement Age under the Plan. A Participant's age as of the end of the current Plan Year is his/her age on his/her last birthday. For any Plan Year beginning on or after the Participant's attainment of Normal Retirement Age, the factor for "zero" years applies.

Nonstandardized 401(k) Plan

APPENDIX D

TABLE II: ADJUSTMENT TO ACTUARIAL FACTORS FOR NORMAL RETIREMENT AGE

OTHER THAN 65

UP-1984

Without Setback


Normal Retirement Age	7.50%	8.00%	8.50%

55	1.2242	1.2147	1.2058
56	1.2043	1.1959	1.1879
57	1.1838	1.1764	1.1694
58	1.1627	1.1563	1.1503
59	1.1411	1.1357	1.1305
60	1.1188	1.1144	1.1101
61	1.0960	1.0925	1.0891
62	1.0726	1.0700	1.0676
63	1.0488	1.0471	1.0455
64	1.0246	1.0237	1.0229
65	1.0000	1.0000	1.0000
66	0.9752	0.9760	0.9767
67	0.9502	0.9518	0.9533
68	0.9251	0.9274	0.9296
69	0.8998	0.9027	0.9055
70	0.8740	0.8776	0.8810
71	0.8478	0.8520	0.8561
72	0.8214	0.8261	0.8307
73	0.7946	0.7999	0.8049
74	0.7678	0.7735	0.7790
75	0.7409	0.7470	0.7529
76	0.7140	0.7205	0.7268
77	0.6874	0.6942	0.7008
78	0.6611	0.6682	0.6751
79	0.6349	0.6423	0.6494
80	0.6090	0.6165	0.6238

Note: Use Table II only if the Normal Retirement Age for any Participant is not 65. If a Participant's Normal Retirement Age is not 65, adjust Table I by multiplying all factors applicable to that Participant in Table I by the appropriate Table II factor.

Nonstandardized 401(k) Plan

PPD ADOPTION AGREEMENT

ADMINISTRATIVE CHECKLIST

01/01/2016

This Administrative Checklist ("AC") is not part of the Adoption Agreement or Plan but is for the use of the Plan Administrator in administering the Plan. Relius software also uses the AC and the following Supporting Forms Checklist ("SFC") in preparing the Plan's SPD and some administrative forms, such as the Loan Policy, if applicable.

The plan document preparer need not complete the AC but may find it useful to do so. The preparer may modify the AC, including adding items, without affecting reliance on the Plan's opinion or advisory letter since the AC is not part of the approved Plan. Any change to this AC is not a Plan amendment and is not subject to any Plan provision or to Applicable Law regarding the timing or form of Plan amendments. However, the Plan Administrator's administration of any AC item must be in accordance with applicable Plan terms and with Applicable Law.

The AC reflects the Plan policies and operation as of the date set forth above and may also reflect Plan policies and operation pre‑dating the specified date.

AC1. PLAN LOANS (7.06) . The Plan permits or does not permit Participant Loans as follows (Choose one of (a) or (b).) :

(a) [ ] Does not permit.

(b) [X] Permitted pursuant to the Loan Policy. See SFC Election 74 to complete Loan Policy.

AC2. PARTICIPANT DIRECTION OF INVESTMENT (7.03(B)) . The Plan permits Participant direction of investment or does not permit Participant direction of investment as to some or all Accounts as follows (Choose one of (a) or (b).) :

(a) [ ] Does not permit. The Plan does not permit Participant direction of investment of any Account.

(b) [X] Permitted as follows. The Plan permits Participant direction of investment. (Complete (1) through (4).) :

(1) Accounts affected. (Choose a. or choose one or more of b. through f.) :

a. [X] All Accounts.

b. [ ] Elective Deferral Accounts (Pre-tax and Roth) and Employee Contributions.

c. [ ] All Nonelective Contribution Accounts.

d. [ ] All Matching Contribution Accounts.

e. [ ] All Rollover Contribution and Transfer Accounts.

f. [ ] Specify Accounts:

(2) Restrictions on Participant direction (Choose one of a. or b.) :

a. [X] None. Provided the investment does not result in a prohibited transaction, give rise to UBTI, create administrative problems or violate the Plan terms or Applicable Law.

b. [ ] Restrictions:

(3) ERISA §404(c). (Choose one of a. or b.) :

a. [X] Applies.

b. [ ] Does not apply.

(4) QDIA (Qualified Default Investment Alternative). (Choose one of a. or b.) :

a. [X] Applies. See SFC Election 122 for details.

b. [ ] Does not apply.

AC3. ROLLOVER CONTRIBUTIONS (3.08) . The Plan permits or does not permit Rollover Contributions as follows (Choose one of (a) or (b).) :

(a) [ ] Does not permit.

(b) [X] Permits. Subject to approval by the Plan Administrator and as further described below (Complete (1) and (2).) :

(1) Who may roll over. (Choose one of a. or b.) :

a. [X] Participants only.

b. [ ] Eligible Employees or Participants.

Nonstandardized 401(k) Plan

(2) Sources/Types. The Plan will accept a Rollover Contribution (Choose one of a. or b.) :

a. [X] All. From any Eligible Retirement Plan and as to all Contribution Types eligible to be rolled into this Plan.

b. [ ] Limited. Only from the following types of Eligible Retirement Plans and/or as to the following Contribution Types: .

AC4. PLAN EXPENSES (7.04(C)) . The Employer will pay or the Plan will be charged with non‑settlor Plan expenses as follows (Choose one of (a) or (b).) :

(a) [ ] Employer pays all expenses except those intrinsic to Trust assets which the Plan will pay (e.g., brokerage commissions).

(b) [X] Plan pays some or all non‑settlor expenses. See SFC Election 119 for details.

AC5. RELATED AND PARTICIPATING EMPLOYERS/MULTIPLE EMPLOYER PLAN (1.24(C)/(D)) . There are or are not Related Employers and Participating Employers as follows (Complete (a) through (d).) :

(a) Related Employers. (Choose one of (1) or (2).) :

(1) [ ] None.

(2) [X] Name(s) of Related Employers: BancFirst, Wilcox Jones & McGrath, Inc.

(b) Participating (Related) Employers. (Choose one of (1) or (2).) :

(1) [ ] None.

(2) [X] Name(s) of Participating Employers: Wilcox Jones & McGrath, Inc. See SFC Election 76 for details.

(1) [ ] None.

(2) [X] Applies.


Name(s)		Date of cessation
1st Bank Oklahoma		03/31/2012
Bank of Commerce		11/30/2015

(d) Multiple Employer Plan status. (Choose one of (1) or (2).) :

(1) [X] Does not apply.

(2) [ ] Applies. The Signatory Employer is the Lead Employer and at least one Participating Employer is not a Related Employer. (Complete a.)

Name(s) of Participating Employers (other than Related Employers described above): . See SFC Election 76 for details.

AC6. TOP‑HEAVY MINIMUM‑MULTIPLE PLANS (10.03) . If the Employer maintains another plan, this Plan provides that the Plan Administrator operationally will determine in which plan the Employer will satisfy the Top‑Heavy Minimum Contribution (or benefit) requirement as to Non‑Key Employees who participate in such plans and who are entitled to a Top‑Heavy Minimum Contribution (or benefit). This Election documents the Plan Administrator's operational election. (Choose (a) or choose one of (b) or (c).) :

(a) [ ] Does not apply.

(b) [X] If only another Defined Contribution Plan. Make the Top‑Heavy Minimum Allocation (Choose one of (1) or (2).) :

(1) [X] To this Plan.

(2) [ ] To another Defined Contribution Plan: (plan name)

(c) [ ] If one or more Defined Benefit Plans. Make the Top‑Heavy Minimum Allocation or provide the top‑heavy minimum benefit (Choose one of (1), (2), or (3).) :

(1) [ ] To this Plan. Increase the Top‑Heavy Minimum Allocation to 5%.

(2) [ ] To another Defined Contribution Plan. Increase the Top‑Heavy Minimum Allocation to 5% and provide under the: (name of other Defined Contribution Plan).

(3) [ ] To a Defined Benefit Plan. Provide the 2% top‑heavy minimum benefit under the: (name of Defined Benefit Plan) and applying the following interest rate and mortality assumptions: .

Nonstandardized 401(k) Plan

AC7. SELF ‑EMPLOYED PARTICIPANTS (1.22(A)) . One or more self ‑employed Participants with Earned Income benefits in the Plan as follows (Choose one of (a) or (b).) :

(a) [X] None.

(b) [ ] Applies.

AC8. PROTECTED BENEFITS (11.02(C)) . The following Protected Benefits no longer apply to all Participants or do not apply to designated amounts/Participants as indicated, having been eliminated by a Plan amendment (Choose one of (a) or (b).) :

(a) [X] Does not apply. No Protected Benefits have been eliminated.

(b) [ ] Applies. Protected Benefits have been eliminated as follows (Choose one or more of rows (1) through (4) as applicable. Choose one of columns (1), (2), or (3), and complete column (4).) :


	(1) All Participants/ Accounts	(2) Post‑E.D. Contribution Accounts only	(3) Post‑E.D. Participants only	(4) Effective Date (E.D.)
(1) [ ] QJSA/QPSA distributions	[ ]	[ ]	[ ]
(2) [ ] Installment distributions	[ ]	[ ]	[ ]
(3) [ ] In‑kind distributions	[ ]	[ ]	[ ]
(4) [ ] Specify:

AC9. LIFE INSURANCE (9.01) . The Trust invests or does not invest in life insurance Contracts as follows (Choose one of (a) or (b).) :

(a) [X] Does not apply.

(b) [ ] Applies. Subject to the limitations and other provisions in Article IX and/or Appendix B.

AC10. DISTRIBUTION OF CASH OR PROPERTY (8.04) . The Plan provides for distribution in the form of (Choose one of (a) or (b).) :

(a) [X] Cash only. Except where property distribution is required or permitted under Section 8.04.

(b) [ ] Cash or property. At the distributee's election and consistent with any Plan Administrator policy under Section 8.04.

AC11. EMPLOYER SECURITIES/EMPLOYER REAL PROPERTY (8.02(A)(13)) . The Trust invests or does not invest in qualifying Employer securities and/or qualifying Employer real property as follows (Choose one of (a) or (b).) :

(a) [ ] Does not apply.

(b) [X] Applies. Such investments are subject to the limitations of Section 8.02(A)(13) and/or Appendix B.

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, 2016 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 6, 2016		/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, 2016 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 6, 2016		/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, 2016 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 6, 2016

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, 2016 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 6, 2016