10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 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.)
100 N. Broadway Ave., Oklahoma City, Oklahoma	73102-8405
---	---
(Address of principal executive offices)	(Zip Code)

(405) 270-1086

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 Par Value Per Share	BANF	NASDAQ Global Select Market System

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 ☒ No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐.

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	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of July 31, 2022 there were 32,787,596 shares of the registrant’s Common Stock outstanding.

BancFirst Corporation

Quarterly Report on Form 10-Q

June 30, 2022

Item	PART I – Financial Information	Page
1.	Financial Statements (Unaudited)	2
	Consolidated Balance Sheets	2
	Consolidated Statements of Comprehensive Income	3
	Consolidated Statements of Shareholders’ Equity	4
	Consolidated Statements of Cash Flow	5
	Notes to Consolidated Financial Statements	6
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
3.	Quantitative and Qualitative Disclosure About Market Risk	40
4.	Controls and Procedures	40
	PART II – Other Information
1.	Legal Proceedings	41
1A.	Risk Factors	41
2.	Unregistered Sales of Equity Securities	41
3.	Defaults Upon Senior Securities	41
4.	Mine Safety Disclosures	41
5.	Other Information	41
6.	Exhibits	42
Signatures		44

Item 1. Financial Statements.

BANCFIRST CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

			December 31,
			2021
			(see Note 1)
ASSETS
Cash and due from banks	289,030		$	228,819
Interest-bearing deposits with banks	3,590,311			1,821,203
Federal funds sold	1,525			800
Debt securities held for investment (fair value: 2,392 and 2,978, respectively)	2,391			2,977
Debt securities available for sale at fair value	1,203,503			531,523
Loans held for sale	7,360			24,776
Loans held for investment (net of unearned interest)	6,613,283			6,169,442
Allowance for credit losses	(86,935	)		(83,936	)
Loans, net of allowance for credit losses	6,526,348			6,085,506
Premises and equipment, net	279,609			269,047
Other real estate owned	39,097			39,475
Intangible assets, net	21,743			17,566
Goodwill	183,639			149,922
Accrued interest receivable and other assets	385,517			233,998
Total assets	12,530,073		$	9,405,612
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing	5,228,774		$	3,775,387
Interest-bearing	5,913,914			4,316,527
Total deposits	11,142,688			8,091,914
Short-term borrowings	6,100			—
Accrued interest payable and other liabilities	109,575			55,977
Subordinated debt	86,015			85,987
Total liabilities	11,344,378			8,233,878
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, 40,000,000 shares authorized; shares issued and outstanding: 32,781,198 and 32,603,118, respectively	32,781			32,603
Capital surplus	165,295			159,914
Retained earnings	1,034,107			977,067
Accumulated other comprehensive (loss) income, net of tax of 14,406 and (684), respectively	(46,488	)		2,150
Total stockholders' equity	1,185,695			1,171,734
Total liabilities and stockholders' equity	12,530,073		$	9,405,612

All values are in US Dollars.

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)

						Six Months Ended
						June 30,
			2021			2022			2021
INTEREST INCOME
Loans, including fees	78,726		$	82,447		$	151,680		$	160,109
Debt securities:
Taxable	5,142			1,602			8,923			3,295
Tax-exempt	23			70			49			140
Federal funds sold	5			—			6			—
Interest-bearing deposits with banks	7,600			825			9,357			1,420
Total interest income	91,496			84,944			170,015			164,964
INTEREST EXPENSE
Deposits	3,586			2,003			5,567			4,325
Short-term borrowings	12			—			13			1
Subordinated debt	1,031			578			2,061			1,069
Total interest expense	4,629			2,581			7,641			5,395
Net interest income	86,867			82,363			162,374			159,569
Provision for (benefit from) credit losses	501			(9,949	)		3,437			(9,949	)
Net interest income after provision for (benefit from) credit losses	86,366			92,312			158,937			169,518
NONINTEREST INCOME
Trust revenue	3,949			3,264			7,455			6,366
Service charges on deposits	21,618			20,524			42,993			39,624
Securities transactions (includes accumulated other comprehensive loss reclassifications of 0, 0, 1,536 and 0, respectively)	—			172			(3,915	)		267
Income from sales of loans	1,256			2,133			2,922			4,143
Insurance commissions	5,302			5,015			12,729			11,004
Cash management	4,447			3,068			7,578			6,071
Gain on sale of other assets	118			73			163			2,712
Other	5,908			10,369			16,323			14,366
Total noninterest income	42,598			44,618			86,248			84,553
NONINTEREST EXPENSE
Salaries and employee benefits	45,284			41,992			89,216			81,569
Occupancy, net	4,734			4,528			9,137			8,876
Depreciation	4,647			4,133			9,422			8,010
Amortization of intangible assets	857			809			1,688			1,602
Data processing services	1,975			1,660			3,780			3,338
Net (income) expense from other real estate owned	(510	)		3,357			1,284			4,867
Marketing and business promotion	1,591			1,648			3,664			3,527
Deposit insurance	1,196			766			2,324			1,642
Other	13,943			15,130			25,714			25,555
Total noninterest expense	73,717			74,023			146,229			138,986
Income before taxes	55,247			62,907			98,956			115,085
Income tax expense	10,540			14,715			18,334			24,373
Net income	44,707		$	48,192		$	80,622		$	90,712
NET INCOME PER COMMON SHARE
Basic	1.36		$	1.47		$	2.46		$	2.77
Diluted	1.34		$	1.45		$	2.42		$	2.72
OTHER COMPREHENSIVE (LOSS) GAIN
Unrealized losses on debt securities, net of tax of 5,240, 472, 15,459 and 808, respectively	(16,972	)		(1,007	)		(49,805	)		(2,013	)
Reclassification adjustment for losses included in net income, net of tax of 0, 0, (369) and 0, respectively	—			—			1,167			—
Other comprehensive loss, net of tax of 5,240, 472, 15,090 and 808, respectively	(16,972	)		(1,007	)		(48,638	)		(2,013	)
Comprehensive income	27,735		$	47,185		$	31,984		$	88,699

All values are in US Dollars.

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

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands)

						Six Months Ended
						June 30,
			2021			2022			2021
COMMON STOCK
Issued at beginning of period	32,726		$	32,771		$	32,603		$	32,720
Shares issued for stock options	55			14			178			65
Issued at end of period	32,781		$	32,785		$	32,781		$	32,785
CAPITAL SURPLUS
Balance at beginning of period	163,392		$	157,450		$	159,914		$	156,574
Common stock issued for stock options	1,443			399			4,463			1,657
Net cash settlement of options	—			—			—			(958	)
Stock-based compensation arrangements	460			473			918			1,049
Balance at end of period	165,295		$	158,322		$	165,295		$	158,322
RETAINED EARNINGS
Balance at beginning of period	1,001,200		$	898,026		$	977,067		$	871,161
Net income	44,707			48,192			80,622			90,712
Dividends on common stock (0.36, 0.34, 0.72 and 0.68 per share, respectively)	(11,800	)		(11,151	)		(23,582	)		(22,285	)
Net cash settlement of options	—			—			—			(4,521	)
Balance at end of period	1,034,107		$	935,067		$	1,034,107		$	935,067
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized (losses)/gains on securities:
Balance at beginning of period	(29,516	)	$	6,424		$	2,150		$	7,430
Net change	(16,972	)		(1,007	)		(48,638	)		(2,013	)
Balance at end of period	(46,488	)	$	5,417		$	(46,488	)	$	5,417
Total stockholders’ equity	1,185,695		$	1,131,591		$	1,185,695		$	1,131,591

All values are in US Dollars.

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

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(Dollars in thousands)

	Six Months Ended
	June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	80,622		$	90,712
Adjustments to reconcile to net cash provided by operating activities:
Provision for (benefit from) credit losses		3,437			(9,949	)
Depreciation and amortization		11,110			9,612
Net amortization of securities premiums and discounts		2,773			1,670
Realized securities losses/(gains)		3,915			(267	)
Gain on sales of loans		(2,922	)		(4,143	)
Cash receipts from the sale of loans originated for sale		155,075			221,051
Cash disbursements for loans originated for sale		(134,737	)		(200,820	)
Deferred income tax benefit		(1,806	)		(1,495	)
Gain on sale of other assets		(3,996	)		(2,606	)
(Decrease)/increase in interest receivable		(5,065	)		2,048
Increase/(decrease) in interest payable		160			(330	)
Amortization of stock-based compensation arrangements		918			1,049
Excess tax benefit from stock-based compensation arrangements		(1,771	)		(1,693	)
Other, net		12,127			32,989
Net cash provided by operating activities		119,840			137,828
INVESTING ACTIVITIES
Net cash received from acquisitions, net of cash paid		121,099			12,412
Net cash paid from sale of assets and liabilities, net of cash received		—			(13,733	)
Net increase in federal funds sold		1,888			15,000
Purchases of held for investment debt securities		—			(845	)
Purchases of available for sale debt securities		(1,009,340	)		(251,673	)
Proceeds from maturities, calls and paydowns of held for investment debt securities		66			820
Proceeds from maturities, calls and paydowns of available for sale debt securities		44,915			273,872
Proceeds from sales of available for sale securities		222,473			—
Purchase of equity securities		(208	)		(470	)
Proceeds from paydowns and sales of equity securities		699			392
Net change in loans		(190,135	)		388,357
Net payments on derivative asset contracts		(84,932	)		(3,661	)
Purchases of premises, equipment and computer software		(11,869	)		(15,200	)
Purchase of tax credits		(3,676	)		(2,048	)
Other, net		10,519			3,567
Net cash (used in) provided by investing activities		(898,501	)		406,790
FINANCING ACTIVITIES
Net change in deposits		2,620,757			1,444,742
Net change in short-term borrowings		6,100			2,000
Proceeds from issuance of subordinated notes, net of debt issuance costs		—			59,150
Issuance of common stock in connection with stock options, net		4,641			1,722
Net cash settlement of options		—			(5,479	)
Cash dividends paid		(23,518	)		(22,267	)
Net cash provided by financing activities		2,607,980			1,479,868
Net increase in cash, due from banks and interest-bearing deposits		1,829,319			2,024,486
Cash, due from banks and interest-bearing deposits at the beginning of the period		2,050,022			1,616,912
Cash, due from banks and interest-bearing deposits at the end of the period	$	3,879,341		$	3,641,398
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	7,456		$	5,736
Cash paid during the period for income taxes	$	14,080		$	15,400
Noncash investing and financing activities:
Cash consideration for acquisitions	$	77,685		$	21,000
Fair value of assets acquired in acquisitions	$	511,466		$	284,224
Liabilities assumed in acquisitions	$	433,782		$	256,412
Unpaid common stock dividends declared	$	11,801		$	11,143

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 States 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, 2021.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements include the accounts of BancFirst Corporation, Council Oak Partners, LLC, BancFirst Insurance Services, Inc., Pegasus Bank ("Pegasus"), Worthington National Bank ("Worthington") and BancFirst and its subsidiaries. The principal operating subsidiaries of BancFirst are Council Oak Investment Corporation, Council Oak Real Estate, Inc., BFTower, LLC, BFC-PNC LLC, 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 U.S. GAAP for interim financial information and the instructions for Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). The information contained in the consolidated financial statements and footnotes included in BancFirst Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021, 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.

Reclassifications

Certain items in prior consolidated 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 credit 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

Standards Not Yet Adopted:

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-02, “Financial Instruments – Credit Losses (Topic 326).” ASU 2022-02 eliminates the TDR recognition and measurement guidance and, instead, requires that the Company evaluate, based on the accounting for loan modifications, whether the modification represents a new loan or a continuation of an existing loan. The Company has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings when adopted. In addition, the update requires that the Company disclose current-period write-offs by year of origination for financing receivables. The current-period write-off amendment should be applied prospectively. The amendments are effective for annual periods beginning after December 15, 2022, including interim periods within those annual periods. Early adoption is permitted; however the Company expects to adopt ASU 2022-02 on January 1, 2023. ASU No. 2022-02 is not expected to have a significant impact on the Company’s consolidated financial statements.

(2) RECENT DEVELOPMENTS, INCLUDING MERGERS AND ACQUISITIONS

On February 8, 2022, BancFirst Corporation acquired Worthington for an aggregate cash purchase price of $77.7 million. Worthington is chartered and regulated by the Office of the Comptroller of the Currency (OCC) with one banking location in Arlington, Texas, one in Colleyville, Texas and two in Fort Worth, Texas. At acquisition, Worthington had approximately $478 million in total assets, $257 million in loans and $430 million in deposits. Worthington will continue to operate under a separate charter and remain a separate subsidiary of BancFirst Corporation governed by its existing board of directors. BancFirst Corporation intends to provide an appropriate amount of capital or other support to increase Worthington’s ability to approve larger loans and allow Worthington to continue to grow earning assets. As a result of the acquisition, the Company recorded a core deposit intangible of approximately $5.9 million and goodwill of approximately $33.7 million. These fair value estimates are considered preliminary and are subject to change for up to one year after the closing date of the acquisition as additional information becomes available. The effect of this acquisition was included in the consolidated financial statements of the Company from the date of acquisition forward. Pro forma information has not been presented because the acquisition did not have a material effect on the Company’s consolidated financial statements. The acquisition of Worthington complements the Company by expanding it's Texas presence in the Dallas-Fort Worth market.

2036

(the “Subordinated Notes”) to various institutional accredited investors. See Note (7) of the Notes to Consolidated Financial Statements for a complete discussion of the Company’s subordinated debt.

On May 20, 2021, the Company purchased approximately $284 million in total assets, which included approximately $195 million in loans, and assumed approximately $256 million in deposits and certain other obligations, from The First National Bank and Trust Company of Vinita, Oklahoma for a purchase price of approximately $21 million. The Company recorded a bargain purchase gain related to this purchase of approximately $4.8 million, which was included in other noninterest income on the consolidated statement of comprehensive income and in other operating activities on the consolidated statement of cash flow. The bargain purchase gain is a noncash item on the consolidated statement of cash flow. In addition, the Company recorded expenses related to this purchase of approximately $4.8 million, which were included in noninterest expense. As a result of the purchase, the Company recorded a core deposit intangible of approximately $1.7 million. The effect of this purchase was included in the consolidated financial statement of the Company from the date of purchase forward. The purchase did not have a material effect on the Company’s consolidated financial statements. The First National Bank and Trust Company of Vinita was a nationally chartered bank with two banking locations in Vinita and Grove, Oklahoma.

On January 22, 2021, the Company sold approximately $21 million in loans and approximately $38 million in deposits from its Hugo, Oklahoma branch to AmeriState Bank in Atoka, Oklahoma. The Company recorded a gain on the transaction of $2.5 million, which is included in noninterest income in the first quarter of 2021.

(3) SECURITIES

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

	Amortized<br>Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized<br>Losses		Estimated<br>Fair<br>Value
June 30, 2022	(Dollars in thousands)
Mortgage backed securities (1)	$	21	$	1	$	—	$	22
States and political subdivisions		1,870		—		—		1,870
Other securities		500		—		—		500
Total	$	2,391	$	1	$	—	$	2,392
December 31, 2021
Mortgage backed securities (1)	$	32	$	1	$	—	$	33
States and political subdivisions		2,445		—		—		2,445
Other securities		500		—		—		500
Total	$	2,977	$	1	$	—	$	2,978

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

	Amortized<br>Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized<br>Losses			Estimated<br>Fair<br>Value
June 30, 2022	(Dollars in thousands)
U.S. treasuries	$	1,205,842	$	3	$	(58,987	)	$	1,146,858
U.S. federal agencies		18,509		363		(1	)		18,871
Mortgage backed securities (1)		18,689		29		(1,429	)		17,289
States and political subdivisions		4,994		61		(179	)		4,876
Asset backed securities		13,363		—		(486	)		12,877
Other securities		3,000		—		(268	)		2,732
Total	$	1,264,397	$	456	$	(61,350	)	$	1,203,503
December 31, 2021
U.S. treasuries	$	455,701	$	3,693	$	(1,766	)	$	457,628
U.S. federal agencies		21,609		335		(2	)		21,942
Mortgage backed securities (1)		28,897		400		(14	)		29,283
States and political subdivisions		6,128		194		(3	)		6,319
Asset backed securities		13,354		3		—			13,357
Other securities		3,000		—		(6	)		2,994
Total	$	528,689	$	4,625	$	(1,791	)	$	531,523

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

On January 10, 2022, the Company purchased United States Treasury Notes of $600 million par value with an average yield of 1.42% and an average maturity of 53 months.

The maturities of debt 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.

	June 30, 2022				December 31, 2021
	Amortized<br>Cost		Estimated<br>Fair<br>Value		Amortized<br>Cost		Estimated<br>Fair<br>Value
	(Dollars in thousands)
Held for Investment
Contractual maturity of debt securities:
Within one year	$	1,186	$	1,186	$	577	$	577
After one year but within five years		1,201		1,202		2,396		2,397
After five years but within ten years		4		4		4		4
After ten years		—		—		—		—
Total	$	2,391	$	2,392	$	2,977	$	2,978
Available for Sale
Contractual maturity of debt securities:
Within one year	$	61,131	$	61,108	$	58,478	$	58,688
After one year but within five years		1,025,359		976,452		408,253		410,049
After five years but within ten years		132,089		121,770		10,851		11,011
After ten years		45,818		44,173		51,107		51,775
Total debt securities	$	1,264,397	$	1,203,503	$	528,689	$	531,523

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:

	June 30, 2022		December 31, 2021
	(Dollars in thousands)
Book value of pledged securities	$	476,596	$	473,026

The following is a detail of proceeds from sales and the realized losses on available for sale debt securities:

	Six Months Ended June 30,
	2022		2021
	(Dollars in thousands)
Proceeds	$	222,473	$	—
Gross losses realized		3,990		—

During the six months ended June 30, 2022, the Company sold $226 million of debt securities with an average yield of 0.16%, which were subsequently reinvested in $220 million of debt securities with an average yield of 1.86%. The Company used specific identification to reclassify the unrealized loss in other comprehensive income to a realized loss, as shown in the consolidated statements of comprehensive income. There were no sales of debt securities and therefore no proceeds from sales or realized securities gains or losses on available for sale debt securities for the six months ended June 30, 2021.

Realized gains/losses on debt and equity securities are reported as securities transactions within the noninterest income section of the consolidated statement of comprehensive income.

The following table summarizes debt securities with unrealized losses, segregated by the duration of the unrealized loss, at June 30, 2022 and December 31, 2021 respectively:

			Less than 12 Months				More than 12 Months				Total
	Number of investments		Estimated<br>Fair Value		Unrealized<br>Losses		Estimated<br>Fair Value		Unrealized<br>Losses		Estimated<br>Fair Value		Unrealized<br>Losses
			(Dollars in thousands)
June 30, 2022
Available for Sale
U.S. treasuries		58	$	1,112,058	$	58,843	$	4,853	$	144	$	1,116,911	$	58,987
U.S. federal agencies		2		363		1		—		—		363		1
Mortgage backed securities		71		15,971		1,368		657		61		16,628		1,429
States and political subdivisions		7		2,135		173		195		6		2,330		179
Asset backed securities		1		12,877		486		—		—		12,877		486
Other securities		1		2,732		268		—		—		2,732		268
Total		140	$	1,146,136	$	61,139	$	5,705	$	211	$	1,151,841	$	61,350
December 31, 2021
Available for Sale
U.S. treasuries		10	$	298,080	$	1,766	$	—	$	—	$	298,080	$	1,766
U.S. federal agencies		1		376		2		—		—		376		2
Mortgage backed securities		7		2,824		14		—		—		2,824		14
States and political subdivisions		2		505		3		—		—		505		3
Other securities		1		2,994		6		—		—		2,994		6
Total		21	$	304,779	$	1,791	$	—	$	—	$	304,779	$	1,791

The Company has the ability and intent to hold the debt securities classified as held for investment until they mature, at which time the Company will receive full value for the debt securities. Furthermore, as of June 30, 2022 and December 31, 2021, the Company also had the ability and intent to hold the debt securities classified as available for sale for a period of time sufficient for a recovery of cost. The unrealized losses are due to increases in market interest rates over the yields available at the time the underlying debt securities were purchased. The fair value of those debt securities having unrealized losses is expected to recover as the securities approach their maturity date or repricing date, or if market yields for such investments decline. The Company has no intent or requirement to sell before the recovery of the unrealized loss; therefore, no impairment loss was realized in the Company’s consolidated statement of comprehensive income.

(4) LOANS HELD FOR INVESTMENT AND ALLOWANCE FOR CREDIT LOSSES ON LOANS

Loans held for investment are summarized by portfolio segment as follows:

		December 31, 2021

Real estate:
Commercial real estate owner occupied	893,144	$	775,554
Commercial real estate non-owner occupied	1,162,912		1,095,324
Construction and development < 60 months	436,658		415,466
Construction residential real estate < 60 months	285,090		254,524
Residential real estate first lien	1,072,564		937,006
Residential real estate all other	173,914		161,018
Farmland	266,790		272,179
Commercial and agricultural non-real estate (2)	1,399,702		1,416,093
Consumer non-real estate	439,723		413,370
Oil and gas	482,786		428,908
Total (1)	6,613,283	$	6,169,442
(1) Excludes accrued interest receivable of 23.3 million at June 30, 2022 and 21.0 million at December 31, 2021, that is recorded in accrued interest receivable and other assets.
(2) Includes PPP loans held for investment of 3.2 million, net of unamortized processing fees of 0, at June 30, 2022 and 80.4 million, net of unamortized processing fees of 2.0 million, at December 31, 2021.

All values are in US Dollars.

Loans that were designated as Other and consisted mainly of Small Business Administration (“SBA”) loans were moved to their more descriptive portfolio segment. Therefore, we no longer have an Other loan portfolio segment.

In April 2020, the Company began originating loans to qualified small businesses under the Paycheck Protection Program (“PPP”) administered by the SBA. Since PPP loans are fully guaranteed by the SBA, there is no expected credit loss related to these loans. The Company had processing fees, which were recognized as interest income related to the PPP loans totaling approximately $400,000 and $11.9 million during the three months ended June 30, 2022 and 2021, respectively and $2.1 million and $21.7 million during the six months ended June 30, 2022 and 2021, respectively.

The Company's loans are currently 83% held by BancFirst and 17% held by Pegasus and Worthington. In addition, approximately 65% of the Company's loans are secured by real estate. Credit risk on loans is managed through limits on amounts loaned to individual and related 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.

The Company's portfolio segment descriptions and the weighted average remaining life of portfolio segments are disclosed in Note (5) to the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

Troubled Debt Restructurings, Other Real Estate Owned and Repossessed Assets and Held for Sale Assets

The following is a summary of troubled debt restructurings and other real estate owned and repossessed assets:

	June 30, 2022		December 31, 2021
	(Dollars in thousands)
Troubled debt restructurings	$	2,174	$	3,665
Other real estate owned and repossessed assets	$	39,209	$	39,553

The Company charges interest on principal balances outstanding on troubled debt restructurings during deferral periods. The current and future financial effects of the recorded balance of loans considered to be troubled debt restructurings were not considered to be material.

Other real estate owned included a commercial real estate property recorded at approximately $29.7 million at June 30, 2022 and $29.5 million at December 31, 2021. At December 31, 2021, other real estate owned included approximately $2.4 million related to the Company's previous headquarters. The previous headquarters was sold during the second quarter of 2022.

During the six months ended June 30, 2022, the Company sold property held in other real estate owned for a total gain of $3.8 million, compared to a total loss of $105,000 in the six months ended June 30, 2021.

Nonaccrual loans

The Company did not recognize any interest income on nonaccrual loans for either of the six months ended June 30, 2022 or 2021. In addition, there were no nonaccrual loans for which there is no related allowance for credit losses at both June 30, 2022 and December 31, 2021. Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $653,000 for the six months ended June 30, 2022 and approximately $1.2 million for the six months ended June 30, 2021.

Nonaccrual loans guaranteed by government agencies totaled approximately $2.2 million at June 30, 2022 and approximately $3.3 million at December 31, 2021.

The following table is a summary of amounts included in nonaccrual loans, segregated by portfolio segment.

	June 30, 2022		December 31, 2021
	(Dollars in thousands)
Real estate:
Commercial real estate owner occupied	$	2,224	$	4,351
Commercial real estate non-owner occupied		—		407
Construction and development < 60 months		101		80
Construction residential real estate < 60 months		103		—
Residential real estate first lien		2,537		2,763
Residential real estate all other		111		280
Farmland		2,540		4,224
Commercial and agricultural non-real estate		5,998		7,569
Consumer non-real estate		98		148
Oil and gas		—		1,070
Total	$	13,712	$	20,892

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. The following table presents an age analysis of the Company's loans held for investment:

	Age Analysis of Past Due Loans
	30-59 <br>Days <br>Past Due		60-89 <br>Days <br>Past Due		90 Days<br>and<br>Greater		Total<br>Past Due<br>Loans		Current<br>Loans		Total Loans		Accruing<br>Loans 90<br>Days or<br>More<br>Past Due
	(Dollars in thousands)
As of June 30, 2022
Real estate:
Commercial real estate owner occupied	$	1,578	$	132	$	726	$	2,436	$	890,708	$	893,144	$	374
Commercial real estate non-owner occupied		—		—		36		36		1,162,876		1,162,912		36
Construction and development < 60 months		2,890		113		33		3,036		433,622		436,658		—
Construction residential real estate < 60 months		—		—		103		103		284,987		285,090		—
Residential real estate first lien		3,688		1,038		2,231		6,957		1,065,607		1,072,564		1,600
Residential real estate all other		644		65		637		1,346		172,568		173,914		618
Farmland		600		281		2,246		3,127		263,663		266,790		1,052
Commercial and agricultural non-real estate		4,029		654		3,522		8,205		1,391,497		1,399,702		496
Consumer non-real estate		2,542		561		526		3,629		436,094		439,723		512
Oil and gas		—		159		83		242		482,544		482,786		83
Total	$	15,971	$	3,003	$	10,143	$	29,117	$	6,584,166	$	6,613,283	$	4,771
As of December 31, 2021
Real estate:
Commercial real estate owner occupied	$	2,046	$	223	$	1,465	$	3,734	$	771,820	$	775,554	$	18
Commercial real estate non-owner occupied		7,244		—		—		7,244		1,088,080		1,095,324		—
Construction and development < 60 months		136		—		—		136		415,330		415,466		—
Construction residential real estate < 60 months		2,264		—		—		2,264		252,260		254,524		—
Residential real estate first lien		3,351		567		2,817		6,735		930,271		937,006		1,704
Residential real estate all other		293		30		451		774		160,244		161,018		431
Farmland		253		37		2,077		2,367		269,812		272,179		139
Commercial and agricultural non-real estate		2,506		546		7,118		10,170		1,405,923		1,416,093		2,418
Consumer non-real estate		1,873		321		272		2,466		410,904		413,370		254
Oil and gas		—		—		—		—		428,908		428,908		—
Total	$	19,966	$	1,724	$	14,200	$	35,890	$	6,133,552	$	6,169,442	$	4,964

Credit Quality Indicators

The Company considers credit quality indicators to monitor the credit risk in the loan portfolio including volume and severity of loan delinquencies, nonaccrual loans, internal grading of loans, historical credit loss experience and economic conditions. These indicators are reviewed and updated regularly throughout the year. 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 and the table summarizing the Company’s gross loans held for investment by year of origination and internally assigned credit grades as of December 31, 2021, are disclosed in Note (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The Company’s revolving loans that are converted to term loans are not material and therefore have not been presented.

The following table summarizes the Company’s gross loans held for investment by year of origination and internally assigned credit grades :

	Term Loans Amortized Cost Basis by Origination Year
	2022		2021		2020		2019		2018		Prior		Revolving Loans Amortized Cost Basis		Total
	(Dollars in thousands)
As of June 30, 2022
Commercial real estate owner occupied
Grade 1	$	98,837	$	153,898	$	119,189	$	98,981	$	49,907	$	138,353	$	47,977	$	707,142
Grade 2		25,774		33,972		32,759		21,243		10,083		33,359		23,049		180,239
Grade 3		—		42		452		936		341		1,606		212		3,589
Grade 4		—		303		—		851		193		520		307		2,174
Total commercial real estate owner occupied		124,611		188,215		152,400		122,011		60,524		173,838		71,545		893,144
Commercial real estate non-owner occupied
Grade 1		86,546		238,973		183,794		112,077		38,979		104,280		28,735		793,384
Grade 2		58,327		54,276		45,985		49,899		32,181		86,252		29,344		356,264
Grade 3		6,996		—		—		3,158		93		2,814		—		13,061
Grade 4		—		—		—		—		203		—		—		203
Total commercial real estate non-owner occupied		151,869		293,249		229,779		165,134		71,456		193,346		58,079		1,162,912
Construction and development < 60 months
Grade 1		60,042		136,104		42,114		37,833		3,629		5,887		40,046		325,655
Grade 2		18,223		28,205		1,799		14,816		1,733		1,277		43,436		109,489
Grade 3		1,198		—		103		—		—		2		111		1,414
Grade 4		—		—		33		52		—		15		—		100
Total construction and development < 60 months		79,463		164,309		44,049		52,701		5,362		7,181		83,593		436,658
Construction residential real estate < 60 months
Grade 1		119,503		94,469		3,821		26		—		44		31,831		249,694
Grade 2		18,089		14,076		347		—		—		413		1,855		34,780
Grade 3		513		—		—		—		—		—		—		513
Grade 4		—		103		—		—		—		—		—		103
Total construction residential real estate < 60 months		138,105		108,648		4,168		26		—		457		33,686		285,090
Residential real estate first lien
Grade 1		181,536		234,262		162,322		94,607		61,203		157,490		6,396		897,816
Grade 2		23,461		39,031		25,983		14,136		12,264		44,323		—		159,198
Grade 3		1,521		1,492		1,050		1,701		1,826		3,800		—		11,390
Grade 4		—		199		184		525		987		2,265		—		4,160
Total residential real estate first lien		206,518		274,984		189,539		110,969		76,280		207,878		6,396		1,072,564
Residential real estate all other
Grade 1		16,908		13,021		12,762		6,836		4,343		13,031		33,925		100,826
Grade 2		1,990		1,849		1,944		1,761		1,206		2,820		58,388		69,958
Grade 3		185		211		91		67		243		890		589		2,276
Grade 4		—		31		177		—		38		218		390		854
Total residential real estate all other		19,083		15,112		14,974		8,664		5,830		16,959		93,292		173,914
Farmland
Grade 1		26,555		40,429		32,947		21,399		11,001		32,232		6,702		171,265
Grade 2		8,434		16,653		7,470		13,116		6,084		17,368		12,121		81,246
Grade 3		2,267		1,954		1,862		1,778		70		2,409		1,923		12,263
Grade 4		—		1,125		379		—		58		222		232		2,016
Total farmland		37,256		60,161		42,658		36,293		17,213		52,231		20,978		266,790
Commercial and agricultural non-real estate
Grade 1		160,548		271,247		100,081		71,623		22,808		71,498		337,631		1,035,436
Grade 2		46,899		69,950		28,657		17,177		26,250		7,737		145,827		342,497
Grade 3		2,368		2,451		2,144		1,219		1,937		806		7,019		17,944
Grade 4		—		679		234		907		499		1,237		269		3,825
Total commercial and agricultural non-real estate		209,815		344,327		131,116		90,926		51,494		81,278		490,746		1,399,702
Consumer non-real estate
Grade 1		112,598		141,806		55,814		30,229		10,829		3,970		35,949		391,195
Grade 2		13,357		14,002		5,298		4,529		1,395		2,042		5,233		45,856
Grade 3		296		767		405		294		127		97		2		1,988
Grade 4		64		286		87		182		64		1		—		684
Total consumer non-real estate		126,315		156,861		61,604		35,234		12,415		6,110		41,184		439,723
Oil and gas
Grade 1		115,020		101,947		18,040		4,468		1,798		326		152,151		393,750
Grade 2		9,301		5,414		3,681		13,581		17,777		250		30,898		80,902
Grade 3		45		4,733		8		—		—		199		2,080		7,065
Grade 4		—		1,000		—		—		—		—		69		1,069
Total oil and gas		124,366		113,094		21,729		18,049		19,575		775		185,198		482,786
Total loans held for investment	$	1,217,401	$	1,718,960	$	892,016	$	640,007	$	320,149	$	740,053	$	1,084,697	$	6,613,283

Allowance for Credit Losses Methodology

The Company determines its provision for credit losses and allowance for credit losses using the expected loss methodology that is referred to as the CECL model. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist.

The increase in allowance for credit loss during 2022 was primarily related to the purchase of loans without credit deterioration during the year. The decrease in the allowance for credit loss during 2021 was driven by a reversal of a pandemic-related provision during 2021 based on sustained improvements in the economy, both nationally and in the Company's markets, which reduced the amount of expected credit loss within the loan portfolio. This reduction was partially offset by additional allowance for credit loss required for newly acquired loans. The allowance for credit loss for the oil and gas category was reduced due to the increases in oil and gas commodity prices contributing to a more stable and profitable energy industry; however this decrease was entirely offset by an increase in allowance for credit loss for the commercial real estate non-owner occupied category due to ongoing uncertainty regarding the pandemic's long-term impact on the office and retail sectors.

The following table details activity in the allowance for credit losses on 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.

	Allowance for Credit Losses
	Balance at <br>beginning of <br>period		Initial allowance on loans purchased with credit deterioration		Charge-<br>offs			Recoveries		Net <br>charge-offs			Provision for /(benefit from) credit losses on loans			Balance at <br>end of <br>period
	(Dollars in thousands)
Three Months Ended June 30, 2022
Real estate:
Commercial real estate owner occupied	$	8,281	$	—	$	(4	)	$	30	$	26		$	(1,362	)	$	6,945
Commercial real estate non-owner occupied		20,674		—		—			—		—			2,263			22,937
Construction and development < 60 months		3,309		—		—			2		2			417			3,728
Construction residential real estate < 60 months		2,164		—		—			—		—			128			2,292
Residential real estate first lien		3,421		—		(5	)		6		1			(39	)		3,383
Residential real estate all other		2,107		—		(36	)		—		(36	)		(20	)		2,051
Farmland		4,383		—		—			—		—			(18	)		4,365
Commercial and agricultural non-real estate		27,724		—		(717	)		30		(687	)		796			27,833
Consumer non-real estate		3,771		—		(153	)		42		(111	)		434			4,094
Oil and gas		11,405		—		—			—		—			(2,098	)		9,307
Total	$	87,239	$	—	$	(915	)	$	110	$	(805	)	$	501		$	86,935
Six Months Ended June 30, 2022
Real estate:
Commercial real estate owner occupied	$	7,568	$	—	$	(20	)	$	78	$	58		$	(681	)	$	6,945
Commercial real estate non-owner occupied		16,987		—		—			—		—			5,950			22,937
Construction and development < 60 months		3,490		—		—			5		5			233			3,728
Construction residential real estate < 60 months		1,092		—		—			—		—			1,200			2,292
Residential real estate first lien		3,076		2		(49	)		13		(36	)		341			3,383
Residential real estate all other		2,104		—		(36	)		402		366			(419	)		2,051
Farmland		4,822		—		—			—		—			(457	)		4,365
Commercial and agricultural non-real estate		28,085		48		(899	)		143		(756	)		456			27,833
Consumer non-real estate		3,734		28		(233	)		80		(153	)		485			4,094
Oil and gas		12,978		—		—			—		—			(3,671	)		9,307
Total	$	83,936	$	78	$	(1,237	)	$	721	$	(516	)	$	3,437		$	86,935

	Allowance for Credit Losses
	Balance at <br>beginning of <br>period		Initial allowance on loans purchased with credit deterioration		Charge-<br>offs			Recoveries		Net <br>charge-offs			Provision for /(benefit from) credit losses on loans			Balance at <br>end of <br>period
	(Dollars in thousands)
Three Months Ended June 30, 2021
Real estate:
Commercial real estate owner occupied	$	6,505	$	987	$	—		$	1	$	1		$	805		$	8,298
Commercial real estate non-owner occupied		19,115		633		(758	)		—		(758	)		(3,952	)		15,038
Construction and development < 60 months		2,943		173		—			2		2			(23	)		3,095
Construction residential real estate < 60 months		1,092		—		—			—		—			(94	)		998
Residential real estate first lien		2,937		117		(9	)		12		3			(136	)		2,921
Residential real estate all other		1,880		—		(30	)		1		(29	)		112			1,963
Farmland		3,088		643		—			1		1			(5	)		3,727
Commercial and agricultural non-real estate		35,439		4,711		(3,442	)		125		(3,317	)		(2,523	)		34,310
Consumer non-real estate		3,421		8		(209	)		86		(123	)		175			3,481
Oil and gas		14,440		—		—			—		—			(4,308	)		10,132
Total	$	90,860	$	7,272	$	(4,448	)	$	228	$	(4,220	)	$	(9,949	)	$	83,963
Six Months Ended June 30, 2021
Real estate:
Commercial real estate owner occupied	$	8,470	$	987	$	—		$	1	$	1		$	(1,160	)	$	8,298
Commercial real estate non-owner occupied		12,318		633		(796	)		—		(796	)		2,883			15,038
Construction and development < 60 months		2,723		173		—			5		5			194			3,095
Construction residential real estate < 60 months		726		—		—			—		—			272			998
Residential real estate first lien		2,822		117		(52	)		27		(25	)		7			2,921
Residential real estate all other		2,236		—		(46	)		4		(42	)		(231	)		1,963
Farmland		3,153		643		—			1		1			(70	)		3,727
Commercial and agricultural non-real estate		34,643		4,711		(3,598	)		152		(3,446	)		(1,598	)		34,310
Consumer non-real estate		3,542		8		(622	)		198		(424	)		355			3,481
Oil and gas		20,733		—		—			—		—			(10,601	)		10,132
Total	$	91,366	$	7,272	$	(5,114	)	$	388	$	(4,726	)	$	(9,949	)	$	83,963

Purchased Credit Deteriorated Loans

The Company has purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The credit-deteriorated loans purchased during the six-month periods ended June 30, 2022 and June 30, 2021 were as follows:

	Loans acquired <br>with deteriorated <br>credit quality
	(Dollars in thousands)
For the period ended June 30, 2022
Purchase price of loans at acquisition	$	661
Allowance for credit losses at acquisition		78
Par value of acquired loans at acquisition	$	739
For the period ended June 30, 2021
Purchase price of loans at acquisition	$	26,779
Allowance for credit losses at acquisition		7,272
Par value of acquired loans at acquisition	$	34,051

Collateral Dependent Loans

A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. During the six months ended June 30, 2022 and 2021, no material amount of interest income was recognized on collateral-dependent loans subsequent to their classification as collateral-dependent. The following table summarizes collateral-dependent gross loans held for investment by collateral type and the related specific allocation as follows:

	Collateral Type
	Real Estate		Business Assets		Energy Reserves		Other Assets		Total		Specific Allocation
	(Dollars in thousands)
As of June 30, 2022
Real estate:
Commercial real estate owner occupied	$	1,671	$	—	$	—	$	—	$	1,671	$	555
Commercial real estate non-owner occupied		1,146		—		—		—		1,146		214
Construction and development < 60 months		—		—		—		—		—		—
Construction residential real estate < 60 months		—		—		—		—		—		—
Residential real estate first lien		734		—		—		—		734		107
Residential real estate all other		34		—		—		—		34		15
Farmland		6,341		—		—		—		6,341		1,157
Commercial and agricultural non-real estate		—		4,441		—		5,344		9,785		3,837
Consumer non-real estate		—		—		—		39		39		35
Oil and gas		—		—		—		—		—		—
Total collateral-dependent loans held for investment	$	9,926	$	4,441	$	—	$	5,383	$	19,750	$	5,920
	Collateral Type
	Real Estate		Business Assets		Energy Reserves		Other Assets		Total		Specific Allocation
	(Dollars in thousands)
As of December 31, 2021
Real estate:
Commercial real estate owner occupied	$	1,952	$	—	$	—	$	—	$	1,952	$	576
Commercial real estate non-owner occupied		1,404		—		—		—		1,404		263
Construction and development < 60 months		—		—		—		—		—		—
Construction residential real estate < 60 months		—		—		—		—		—		—
Residential real estate first lien		871		—		—		—		871		143
Residential real estate all other		199		—		—		—		199		178
Farmland		8,703		—		—		—		8,703		1,805
Commercial and agricultural non-real estate		—		6,472		—		5,202		11,674		4,938
Consumer non-real estate		—		—		—		54		54		20
Oil and gas		—		—		—		—		—		—
Total collateral-dependent loans held for investment	$	13,129	$	6,472	$	—	$	5,256	$	24,857	$	7,923

Non-Cash Transfers from Loans and Premises and Equipment

Transfers from loans and premises and equipment 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 and premises and equipment to other real estate owned and repossessed assets during the periods presented are summarized as follows:

	Six Months Ended June 30,
	2022		2021
	(Dollars in thousands)
Other real estate owned	$	4,065	$	9,438
Repossessed assets		503		427
Total	$	4,568	$	9,865

(5) INTANGIBLE ASSETS AND GOODWILL

The following is a summary of intangible assets as of the date listed:

	Gross<br>Carrying<br>Amount		Accumulated<br>Amortization			Net<br>Carrying<br>Amount
	(Dollars in thousands)
June 30, 2022
Core deposit intangibles	$	33,298	$	(11,914	)	$	21,384
Customer relationship intangibles		3,350		(2,991	)		359
Total	$	36,648	$	(14,905	)	$	21,743
December 31, 2021
Core deposit intangibles	$	27,433	$	(10,311	)	$	17,122
Customer relationship intangibles		3,350		(2,906	)		444
Total	$	30,783	$	(13,217	)	$	17,566

The following is a summary of goodwill by business segment:

	Metropolitan Banks		Community Banks		Pegasus		Worthington		Other Financial Services		Executive, Operations & Support		Consolidated
	(Dollars in thousands)
Six months ended June 30, 2022
Balance at beginning of period	$	13,767	$	61,212	$	68,855	$	—	$	5,464	$	624	$	149,922
Acquisitions		—		—		—		33,717		—		—		33,717
Balance at end of period	$	13,767	$	61,212	$	68,855	$	33,717	$	5,464	$	624	$	183,639

The Company acquired Worthington on February 8, 2022, which added core deposit intangibles and goodwill shown in the tables above. See Note (2) of the Notes to Consolidated Financial Statements for disclosure regarding the Company’s recent developments, including mergers and acquisitions.

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, 2021.

(6) LEASES

Lessee

The Company has operating leases, which primarily consist of office space in buildings, ATM locations, storage facilities, parking lots, equipment and land on which it owns certain buildings.

The following table presents rent expense for all operating leases, including those rented on a monthly or temporary basis as of the periods indicated:

	Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
	2022		2021		2022		2021
	(Dollars in thousands)
Rental expense	$	491	$	463	$	916	$	966

As of June 30, 2022, the right of use lease asset included in accrued interest receivable and other assets on the consolidated balance sheet totaled $5.3 million, and a related lease liability included in accrued interest payable and other liabilities on the consolidated balance sheet totaled $5.2 million. As of June 30, 2022, the Company's operating leases have a weighted-average remaining lease term of

3.4

years and a weighted-average discount rate of 2.3 percent. 17

The following table presents minimum future commitments by year for the Company’s operating leases. Such commitments are reflected as undiscounted values and are reconciled to the discounted present value recognized on the consolidated balance sheet.

	June 30, 2022
	(Dollars in thousands)
2022 (six months)	$	929
2023		1,565
2024		1,205
2025		989
2026		647
Thereafter		1,314
Total lease payments		6,649
Less imputed Interest		(1,483	)
Operating lease liability	$	5,166

Lessor

The Company is a lessor of operating leases, which primarily consist of office space in buildings and parking lots. These assets are classified on the consolidated balance sheet as premises and equipment. The Company had operating lease revenue of $1.4 million and $1.3 million for the three months ended June 30, 2022 and June 30, 2021, respectively. The Company had operating lease revenue of $2.7 million for both six months ended June 30, 2022 and June 30, 2021. Lease revenue is included in occupancy, net on the consolidated statement of comprehensive income.

The Company does not have operating leases that extend beyond 2031. The following table presents the scheduled minimum future contractual rent to be received under the remaining non-cancelable term of the operating leases:

	June 30, 2022
	(Dollars in thousands)
2022 (six months)	$	1,872
2023		3,043
2024		2,918
2025		2,213
2026		1,847
2027-2031		3,559
Total future minimum lease payments	$	15,452

(7) SUBORDINATED DEBT

In January 2004, the Company established BFC Capital Trust II (“BFC II”), a trust formed under the Delaware Business Trust Act. The Company owns all of the common securities of BFC II. In February 2004, BFC II issued $25 million of aggregate liquidation amount of 7.20% Cumulative Trust Preferred Securities (the “Cumulative Trust Preferred Securities”) to other investors. In March 2004, BFC II issued an additional $1 million in Cumulative Trust Preferred Securities through the execution of an over-allotment option. The proceeds from the sale of the Cumulative Trust Preferred Securities and the common securities of BFC II were invested in $26.8 million of 7.20% Junior Subordinated Debentures of the Company. Interest payments on the $26.8 million of 7.20% Junior Subordinated Debentures are payable January 15, April 15, July 15 and October 15 of each year. Such interest payments may be deferred for up to twenty consecutive quarters. The stated maturity date of the $26.8 million of 7.20% Junior Subordinated Debentures is March 31, 2034, but they are subject to mandatory redemption pursuant to optional prepayment terms. The Cumulative Trust Preferred Securities represent an undivided interest in the $26.8 million of 7.20% Junior Subordinated Debentures and are guaranteed by the Company. During any deferral period or during any event of default, the Company may not declare or pay any dividends on any of its capital stock. The Cumulative Trust Preferred Securities were callable at par, in whole or in part, after March 31, 2009.

On June 17, 2021, the Company completed a private placement, under Regulation D of the Securities Act of 1933, of $60 million aggregate principal amount of 3.50% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Subordinated Notes”) to various institutional accredited investors. The sale of the Subordinated Notes was pursuant to a Subordinated Note Purchase Agreement entered into with each of the investors. The Subordinated Notes have been structured to qualify as Tier 2 capital under bank regulatory guidelines. The net proceeds to the Company from the sale of the Subordinated Notes were approximately $59.15 million after deducting commissions and offering expenses of $850,000. The Company used the proceeds from the sale of the Subordinated Notes for general corporate purposes. The Subordinated Notes will initially bear interest at a fixed rate of 3.50% per annum, from and including June 17,

2021 to but excluding June 30, 2031, payable semi-annually in arrears on June 30 and December 31 of each year, commencing December 31, 2021. Then, from and including June 30, 2031, to but excluding the maturity date, the Subordinated Notes will bear interest at a floating rate equal to the benchmark (initially, three-month term SOFR), reset quarterly, plus a spread of 229 basis points, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The Subordinated Notes mature on June 30, 2036.

The Company may, at its option, beginning with the interest payment date of June 30, 2031, and on any scheduled interest payment date thereafter, redeem the Subordinated Notes, in whole or in part. In addition, the Company may redeem all, but not less than all, of the Subordinated Notes at any time upon the occurrence of a “Tier 2 Capital Event,” a “Tax Event” or an “Investment Company Event” (each as defined in the Subordinated Notes). Any such redemption is subject to obtaining the prior approval of the Board of Governors of the Federal Reserve System (or its designee). The redemption price with respect to any such redemption will be equal to 100% of the principal amount of the Subordinated Note, or portion thereof, to be redeemed, plus accrued but unpaid interest, if any, thereon to, but excluding, the redemption date.

(8) STOCK-BASED COMPENSATION

The Company has had a nonqualified incentive stock option plan, the BancFirst Corporation Stock Option Plan (the “Employee Plan”), since May 1986. At June 30, 2022, there were 133,500 shares available for future grants. The Employee Plan will terminate on December 31, 2024, if not extended. The options vest and are exercisable beginning four years from the date of grant at the rate of 25% per year for four years. Options expire no later than the end of fifteen years from the date of grant. 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 has had the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (the “Non-Employee Directors’ Plan”) since June 1999. Each non-employee director is granted an option for 10,000 shares. At June 30, 2022, there were 65,000 shares available for future grants. The Non-Employee Directors’ Plan will terminate on December 31, 2024, if not extended. The options vest and are exercisable beginning one year from the date of grant at the rate of 25% per year for four years, and expire no later than the end of fifteen years from the date of grant. 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 shares for stock option exercises, but reserves the right to use shares purchased under the Company’s Stock Repurchase Program (the “SRP”) in the future.

Although not required or expected, the Company may settle some options in cash on a limited basis at the discretion of the Company. During the six months ended June 30, 2021, the Company had cash settlements for 121,330 shares for a total net cash settlement of options of $5.5 million that did not increase the outstanding shares of the Company.

The following table is a summary of the activity under both the Employee Plan and the Non-Employee Directors’ Plan:

						Wgtd. Avg.
				Wgtd. Avg.		Remaining	Aggregate
				Exercise		Contractual	Intrinsic
	Options			Price		Term	Value
	(Dollars in thousands, except option data)
Six Months Ended June 30, 2022
Outstanding at December 31, 2021		1,303,250		$	40.90
Options granted		135,000			81.90
Options exercised		(164,792	)		26.05
Options canceled, forfeited, or expired		(5,000	)		74.90
Outstanding at June 30, 2022		1,268,458			47.06	8.32 Yrs	$	61,713
Exercisable at June 30, 2022		516,458			29.79	7.06 Yrs	$	34,043

The following table has additional information regarding options exercised under both the Employee Plan and the Non-Employee Directors’ Plan:

	Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
	2022		2021		2022		2021
	(Dollars in thousands)				(Dollars in thousands)
Total intrinsic value of options exercised	$	2,979	$	557	$	8,943	$	7,860
Cash received from options exercised		1,303		413		4,292		4,379
Tax benefit realized from options exercised		716		142		2,150		2,002

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<br>June 30,				Six Months Ended<br>June 30,
	2022		2021		2022		2021
	(Dollars in thousands)				(Dollars in thousands)
Stock-based compensation expense	$	460	$	473	$	918	$	1,049
Tax benefit		111		114		221		252
Stock-based compensation expense, net of tax	$	349	$	359	$	697	$	797

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:

	June 30, 2022
	(Dollars in thousands)
Unearned stock-based compensation expense	$	9,981

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

	Six Months Ended June 30,
	2022		2021
Weighted average grant-date fair value per share of options granted	$	29.08	$	23.74
Risk-free interest rate	1.75 to 3.25%		1.34 to1.74%
Dividend yield	2.00%		2.00%
Stock price volatility	34.61 to 34.71%		35.55 to 36.01%
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. The Company accounts for forfeitures as they occur.

The Company has had the BancFirst Corporation Directors’ Deferred Stock Compensation Plan (the “Deferred Stock Compensation Plan”) since May 1999. As of June 30, 2022, there are 29,879 shares available for future issuance under the Deferred Stock Compensation Plan. The Deferred Stock Compensation Plan will terminate on December 31, 2024, if not extended. 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. There were 13,288 and 2,161 shares of common stock distributed from the Deferred Stock Compensation Plan during the six months ended June 30, 2022 and 2021, respectively.

A summary of the accumulated stock units is as follows:

	June 30,		December 31,
	2022		2021
Accumulated stock units		143,712		152,754
Average price	$	32.79	$	30.86

(9) STOCKHOLDERS’ EQUITY

In November 1999, the Company adopted the SRP. The SRP may be used as a means to increase earnings per share and return on equity. In addition, the SRP may be used to purchase treasury stock for the exercise of stock options or for distributions under the Deferred Stock Compensation Plan, to provide liquidity for optionees to dispose of stock from exercises of their stock options and to provide liquidity for stockholders wishing to sell their stock. All shares repurchased under the SRP have been retired and not held as treasury stock. The timing, price and amount of stock repurchases under the SRP may be determined by management and approved by the Company’s Executive Committee. During September 2021, the SRP was amended to permit the repurchase of an additional 650,000 shares.

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

	Six Months Ended<br>June 30,
	2022		2021
Number of shares repurchased		—		—
Average price of shares repurchased	$	—	$	—
Shares remaining to be repurchased		500,486		62,782

BancFirst Corporation, BancFirst, Pegasus and Worthington 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 BancFirst Corporation’s, BancFirst’s, Pegasus’s and Worthington'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 consolidated financial statements. The Company believes that as of June 30, 2022, BancFirst Corporation, BancFirst, Pegasus and Worthington 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 June 30, 2022:
Total Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	1,198,933	16.02%	$	599,086	8.00%	$	786,300	10.50%	N/A		N/A
BancFirst		1,036,057	16.41%		504,967	8.00%		662,769	10.50%	$	631,209	10.00%
Pegasus		101,936	11.68%		69,794	8.00%		91,605	10.50%		87,243	10.00%
Worthington		43,784	15.14%		23,138	8.00%		30,369	10.50%		28,923	10.00%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	1,026,801	13.72%	$	336,986	4.50%	$	524,200	7.00%	N/A		N/A
BancFirst		939,308	14.88%		284,044	4.50%		441,846	7.00%	$	410,286	6.50%
Pegasus		94,663	10.85%		39,259	4.50%		61,070	7.00%		56,708	6.50%
Worthington		40,248	13.92%		13,015	4.50%		20,246	7.00%		18,800	6.50%
Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	1,052,801	14.07%	$	449,314	6.00%	$	636,529	8.50%	N/A		N/A
BancFirst		959,308	15.20%		378,725	6.00%		536,527	8.50%	$	504,967	8.00%
Pegasus		94,663	10.85%		52,346	6.00%		74,157	8.50%		69,794	8.00%
Worthington		40,248	13.92%		17,354	6.00%		24,584	8.50%		23,138	8.00%
Tier 1 Capital
(to Total Assets)-
BancFirst Corporation	$	1,052,801	8.47%	$	497,366	4.00%	N/A		N/A	N/A		N/A
BancFirst		959,308	9.10%		421,682	4.00%	N/A		N/A	$	527,102	5.00%
Pegasus		94,663	7.04%		53,773	4.00%	N/A		N/A		67,216	5.00%
Worthington		40,248	8.00%		20,129	4.00%	N/A		N/A		25,162	5.00%

As of June 30, 2022, the most recent notifications from the Federal Reserve Bank of Kansas City, the FDIC and the Comptroller of the Currency, categorized BancFirst, Pegasus and Worthington as “well capitalized” under the prompt corrective action provisions. The Common Equity Tier 1 Capital of BancFirst Corporation, BancFirst, Pegasus and Worthington includes common stock and related paid-in capital and retained earnings. In connection with the adoption of the Basel III Capital Rules, the election was made to opt-out of the requirement to include most components of accumulated other comprehensive income in Common Equity Tier 1 Capital. Common Equity Tier 1 Capital for BancFirst Corporation, BancFirst, Pegasus and Worthington is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities. 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 to BancFirst Corporation, BancFirst, Pegasus and Worthington of their capital category that management believes would materially change their category under capital requirements existing as of the report date.

On June 17, 2021, the Company completed a private placement, under Regulation D of the Securities Act of 1933, of $60 million aggregate principal amount of Subordinated Notes. The Subordinated Notes have been structured to qualify as Tier 2 capital under bank regulatory guidelines.

In April 2020, the Company began originating loans to qualified small businesses under the PPP administered by the SBA. Federal bank regulatory agencies have issued an interim final rule that permits banks to neutralize the regulatory capital effects of participating in the Paycheck Protection Program Lending Facility (the “PPP Facility”) and clarify that PPP loans have a zero percent risk weight under applicable risk-based capital rules. Specifically, a bank may exclude all PPP loans pledged as collateral to the PPP Facility from its average total consolidated assets for the purposes of calculating its leverage ratio, while PPP loans that are not pledged as collateral to the PPP Facility are included. The PPP loans the Company originated in 2021 and 2020 are included in the calculation of the Company’s leverage ratio as of June 30, 2022 as the Company did not utilize the PPP Facility for funding purposes.

(10) NET INCOME PER COMMON SHARE

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

	Income<br>(Numerator)			Per Share<br>Amount
	(Dollars in thousands, except per share data)
Three Months Ended June 30, 2022
Basic
Income available to common stockholders	$	44,707	32,749,752	$	1.36
Dilutive effect of stock options		—	668,730
Diluted
Income available to common stockholders plus assumed exercises of stock options	$	44,707	33,418,482	$	1.34
Three Months Ended June 30, 2021
Basic
Income available to common stockholders	$	48,192	32,779,227	$	1.47
Dilutive effect of stock options		—	626,696
Diluted
Income available to common stockholders plus assumed exercises of stock options	$	48,192	33,405,923	$	1.45
Six Months Ended June 30, 2022
Basic
Income available to common stockholders	$	80,622	32,708,563	$	2.46
Dilutive effect of stock options		—	658,236
Diluted
Income available to common stockholders plus assumed exercises of stock options	$	80,622	33,366,799	$	2.42
Six Months Ended June 30, 2021
Basic
Income available to common stockholders	$	90,712	32,768,102	$	2.77
Dilutive effect of stock options		—	639,591
Diluted
Income available to common stockholders plus assumed exercises of stock options	$	90,712	33,407,693	$	2.72

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 were anti-dilutive for the period:

	Shares
Three Months Ended June 30, 2022		122,489
Three Months Ended June 30, 2021		43,093
Six Months Ended June 30, 2022		131,779
Six Months Ended June 30, 2021		108,055

(11) 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 Accounting Standards Codification (“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 judgment or estimation. This category includes certain collaterally dependent loans, repossessed assets, other real estate owned, 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.

Debt Securities Available for Sale

Debt securities classified as available for sale are reported at fair value. U.S. Treasuries are valued using Level 1 inputs. Other debt securities available for sale including U.S. federal agencies, registered mortgage backed debt 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 debt securities for which observable information is not readily available. These debt securities are reported at fair value utilizing Level 3 inputs. For these debt securities, management determines the fair value based on replacement cost, the income approach or information provided by outside consultants or lead investors. Discount rates are primarily based on reference to interest rate spreads on comparable debt securities of similar duration and credit rating as determined by the nationally recognized rating agencies adjusted for a lack of trading volume. Significant unobservable inputs are developed by investment securities professionals involved in the active trading of similar debt securities.

The Company reviews the prices for Level 1 and Level 2 debt 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 debt securities that are esoteric or that have complicated structures. The Company’s portfolio primarily consists of traditional investments including U.S. Treasury obligations, federal agency mortgage pass-through debt 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. Periodically, the Company will validate 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 model.

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)
June 30, 2022
Debt securities available for sale:
U.S. Treasury	$	1,146,858	$	—	$	—	$	1,146,858
U.S. federal agencies		—		18,871		—		18,871
Mortgage-backed securities		—		17,289		—		17,289
States and political subdivisions		—		4,666		210		4,876
Asset backed securities		—		12,877		—		12,877
Other debt securities		—		2,732		—		2,732
Derivative assets		—		55,174		—		55,174
Derivative liabilities		—		53,943		—		53,943
December 31, 2021
Debt securities available for sale:
U.S. Treasury	$	457,628	$	—	$	—	$	457,628
U.S. federal agencies		—		21,942		—		21,942
Mortgage-backed securities		—		29,283		—		29,283
States and political subdivisions		—		5,999		320		6,319
Asset backed securities		—		13,357		—		13,357
Other debt securities				2,994				2,994
Derivative assets		—		8,946		—		8,946
Derivative liabilities		—		8,237		—		8,237

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

	Six Months Ended June 30,			Twelve Months Ended<br>December 31,
	2022			2021
	(Dollars in thousands)
Balance at the beginning of the year	$	320		$	12,869
Transfers to level 2		—			(12,714	)
Purchases		—			240
Settlements		(110	)		(75	)
Balance at the end of the period	$	210		$	320

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 six months ended June 30, 2022, the Company did not transfer any debt securities. During the year ended December 31, 2021, the Company transferred debt securities from Level 3 to Level 2 due to a review of the pricing models that determined some asset backed debt securities to be Level 2.

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.

The Company invests in equity securities without readily determinable fair values and utilizes Level 3 inputs. These equity securities are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The realized and unrealized gains and losses are reported as securities transactions in the noninterest income section of the consolidated statements of comprehensive income.

Collateral dependent loans are reported at the fair value of the underlying collateral if repayment is dependent on liquidation of the collateral. When the Company determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. In no case does the fair value of a collateral dependent loan exceed the fair value of the underlying collateral. The collateral dependent loans are adjusted to fair value through a specific allocation of the allowance for credit losses or a direct charge-down of the loan.

Repossessed assets, upon initial recognition, are measured and adjusted to fair value through a charge-off to the allowance for possible credit losses based upon the fair value of the repossessed 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 during the period presented. These nonrecurring fair values do not represent all assets, only those assets that have been adjusted during the reporting period:

	Total Fair Value
	Level 3
	(Dollars in thousands)
As of and for the Year-to-date Period Ended June 30, 2022
Equity securities	$	10,249
Collateral dependent loans		525
Repossessed assets		110
Other real estate owned		2,300
As of and for the Year-to-date Period Ended December 31, 2021
Equity securities	$	10,590
Collateral dependent loans		13,195
Repossessed assets		78
Other real estate owned		7,496

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 with Banks

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

Federal Funds Sold

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

Debt Securities Held for Investment

For debt 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 debt securities making adjustments for credit or liquidity if applicable.

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.

Loans Held For Investment

To determine the fair value of loans held for investment, the Company uses an exit price calculation, which takes into account factors such as liquidity, credit and the nonperformance risk of 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.

Subordinated Debt

The fair values of subordinated debt are estimated using the rates that would be charged for subordinated debt 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:

	June 30,				December 31,
	2022				2021
	Carrying<br>Amount		Fair Value		Carrying<br>Amount		Fair Value
	(Dollars in thousands)
FINANCIAL ASSETS
Level 2 inputs:
Cash and cash equivalents	$	3,879,341	$	3,879,341	$	2,050,022	$	2,050,022
Federal funds sold		1,525		1,525		800		800
Debt securities held for investment		21		22		32		33
Loans held for sale		7,360		7,360		24,776		24,776
Level 3 inputs:
Debt securities held for investment		2,370		2,370		2,945		2,945
Loans, net of allowance for credit losses		6,526,348		6,296,415		6,085,506		6,059,716
FINANCIAL LIABILITIES
Level 2 inputs:
Deposits		11,142,688		10,825,618		8,091,914		8,161,553
Short-term borrowings		6,100		6,100		—		—
Subordinated debt		86,015		85,100		85,987		90,391
OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
Loan commitments				4,350				3,648
Letters of credit				509				621

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 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 June 30, 2022 or December 31, 2021.

(12) 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, to mitigate the exposure to fluctuations in oil and gas prices, the Company simultaneously enters into an offsetting contract with a counterparty. These derivatives are not designated as hedged instruments and are recorded on the Company's consolidated balance sheet at fair value and are included in other assets. The Company's derivative financial instruments require a daily margin to be posted, which fluctuates with oil and gas prices. These margins have increased during 2022 due to the current increase in oil and gas prices and customer activity. These margins are included in other assets totaling $98.7 million at June 30, 2022 and $14.3 million at December 31, 2021.

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:

		June 30, 2022						December 31, 2021
Oil and Gas Swaps and Options	Notional Units	Notional<br>Amount			Estimated<br>Fair Value			Notional<br>Amount			Estimated<br>Fair Value
		(Notional amounts and dollars in thousands)
Oil
Derivative assets	Barrels		3,599		$	40,214			2,585		$	6,563
Derivative liabilities	Barrels		(3,599	)		(39,506	)		(2,585	)		(6,129	)
Gas/Natural Gas Liquids
Derivative assets	MMBTUs/Gallons		34,990			14,960			19,752			2,383
Derivative liabilities	MMBTUs/Gallons		(34,990	)		(14,437	)		(19,752	)		(2,108	)
Total Fair Value	Included in
Derivative assets	Other assets					55,174						8,946
Derivative liabilities	Other liabilities					(53,943	)					(8,237	)

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<br>June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
	(Dollars in thousands)				(Dollars in thousands)
Derivative income	$	189	$	37	$	348	$	39

The Company's credit exposure on oil and gas swaps and options varies based on the current market prices of oil and 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 represents the profit derived from the activity and is unaffected by the 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 Company's net credit exposure relating to oil and gas swaps and options with bank counterparties was zero as of both June 30, 2022 and December 31, 2021.

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.

(13) 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 six principal business units are metropolitan banks, community banks, Pegasus, Worthington, other financial services and executive, operations and support. Metropolitan banks, community banks, Pegasus and Worthington 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. Pegasus consists of banking locations in the Dallas metropolitan area. Worthington consists of banking locations in the Fort Worth metropolitan area. 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 six business units are as follows:

	Metropolitan<br>Banks		Community<br>Banks		Pegasus		Worthington		Other<br>Financial<br>Services		Executive,<br>Operations<br>& Support			Eliminations			Consolidated
	(Dollars in thousands)
Three Months Ended June 30, 2022
Net interest income	$	21,962	$	49,615	$	9,964	$	3,743	$	2,079	$	(505	)	$	9		$	86,867
Noninterest income		5,504		18,152		293		286		10,753		52,756			(45,146	)		42,598
Income before taxes		15,142		36,462		4,672		1,436		4,643		37,901			(45,009	)		55,247
Three Months Ended June 30, 2021
Net interest income	$	19,848	$	45,024	$	5,808	$	—	$	11,457	$	9		$	217		$	82,363
Noninterest income		3,669		16,197		355		—		10,913		62,025			(48,541	)		44,618
Income before taxes		17,602		36,514		1,947		—		5,220		49,790			(48,166	)		62,907
Six Months Ended June 30, 2022
Net interest income	$	41,570	$	94,183	$	17,584	$	5,437	$	4,992	$	(1,412	)	$	20		$	162,374
Noninterest income		15,277		34,997		484		419		23,736		95,330			(83,995	)	$	86,248
Income before taxes		33,313		67,801		7,499		1,821		10,688		61,549			(83,715	)	$	98,956
Six Months Ended June 30, 2021
Net interest income	$	39,181	$	87,794	$	11,167	$	—	$	21,339	$	(398	)	$	486		$	159,569
Noninterest income		8,813		31,173		739		—		22,488		111,756			(90,416	)	$	84,553
Income before taxes		31,526		66,283		3,592		—		11,171		92,130			(89,617	)	$	115,085
Total Assets:
June 30, 2022	$	3,430,347	$	6,899,994	$	1,424,086	$	540,608	$	108,723	$	1,574,991		$	(1,448,676	)	$	12,530,073
December 31, 2021		2,627,874		5,821,220		1,045,699		—		71,694		1,201,974			(1,362,849	)		9,405,612

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.

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

The following discussion and analysis of our financial condition as of June 30, 2022 and December 31, 2021 and results of operations for the three and six months ended June 30, 2022 should be read in conjunction with our consolidated financial statements and notes to the consolidated financial statements for the year ended December 31, 2021, and the other information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Certain risks, uncertainties and other factors, including those set forth under "Risk Factors" in Part I, Item 1A of the 2021 Form 10-K, and "Item 1A, Risk Factors" in this Quarterly Report on Form 10-Q, may cause actual results to differ materially from the results discussed in the forward-looking statements appearing in this discussion and analysis.

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:

• The likelihood the Durbin Amendment will impact non-interest income beginning July 1, 2023.

• Political pressures could further limit our ability to charge for NSF and overdraft fees.

• The lingering effect of governments’ stimulus programs.

• 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.

• Inflation, including wage inflation, interest rates, energy prices, securities markets 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.

• The COVID-19 pandemic’s lingering effects on us and our customers, employees and third-party service providers, which may materially affect our business, financial position, operations and prospects.

• 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

The Company’s net income for the second quarter of 2022 was $44.7 million, compared to $48.2 million for the second quarter of 2021. Diluted net income per common share was $1.34 and $1.45 for the second quarter of 2022 and 2021, respectively.

The Company’s net interest income for the second quarter of 2022 increased to $86.9 million, compared to $82.4 million for the second quarter of 2021. Rising short term interest rates contributed to the increase. The net interest margin for the second quarter was 3.05% and 3.32% or the second quarter of 2021. The margin for the second quarter of 2021 was positively impacted by higher PPP fees, which were $11.9 million compared to approximately $400,000 for the current quarter.

For the second quarter of 2022 the Company recorded a provision for credit losses of $501,000 compared to a net benefit from reversal of provisions of $9.9 million for the quarter ended June 30, 2021. Provisions for credit losses have stabilized in 2022 after the economic downturn and recovery from the effects of the COVID pandemic in prior years.

Noninterest income for the second quarter of 2022 totaled $42.6 million down from $44.6 million for the second quarter of 2021. The decrease in noninterest income in 2022 was due to a purchase gain of $6.0 million that was included in the second quarter of 2021 related to the purchase and assumption transaction with The First National Bank and Trust Company of Vinita, Oklahoma. Noninterest expense for the second quarter of 2022 was relatively flat at $73.7 million but included a gain of $3.1 million from the sale of the Company’s prior headquarters that was carried in other real estate owned, as well as a write down of an equity investment of $1.5 million.

The Company’s effective tax rate was 19.1% for the second quarter of 2022 compared to 23.4% for the second quarter of 2021. The lower effective tax rate was driven by the exercise of stock options during the quarter that produced higher tax deductions for compensation, and a lower state income tax rate.

At June 30, 2022, the Company’s total assets were $12.5 billion compared to $9.4 billion at December 31, 2021. Deposits totaled $11.1 billion, an increase of $3.1 billion from December 31, 2021. The consolidated balance sheet growth was driven by the return of customer deposits from off-balance sheet sweep accounts, continued deposit growth and the acquisition of Worthington National Bank. Loans totaled $6.6 billion compared to $6.2 billion at December 31, 2021. Loan growth during the first two quarters of 2022, net of acquired loans and PPP loans, was $247 million, or 4%. The Company’s total stockholders’ equity was $1.2 billion, an increase of $14.0 million over December 31, 2021.

Asset quality remained strong as nonaccrual loans continued to decline, totaling $13.7 million, which represented 0.21% of total loans at June 30, 2022, down from 0.34% at year-end 2021. The allowance for credit losses to total loans stood at 1.31% at June 30, 2022, down from 1.36% at the end of 2021.

See Note (2) of the Notes to Consolidated Financial Statements for disclosure regarding the Company’s recent developments, including mergers and acquisitions.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

See Note (1) of the Notes to the Consolidated Financial Statements for changes in the Company’s disclosures regarding recently issued accounting pronouncements since December 31, 2021, the date of its most recent annual report to stockholders.

SEGMENT INFORMATION

See Note (13) of the Notes to the Consolidated Financial Statements for disclosures regarding business segments.

RESULTS OF OPERATIONS

Average Balances, Income, Expenses and Rates

The following tables present, for the periods indicated, certain information related to the Company's consolidated average balance sheet, average yields on assets and average costs of liabilities. Such yields are derived by dividing income or expense by the average balance of the corresponding assets or liabilities. For these computations: (i) average balances are derived from daily averages, (ii) information is shown on a taxable-equivalent basis assuming a 21% tax rate, and (iii) nonaccrual loans are included in the average loan balances and any interest on such nonaccrual loans is recognized on a cash basis. Loan fees included in interest income were $6.3 million for the three months ended June 30, 2022 compared to approximately $17.4 million for the three months ended June 30, 2021. Loan fees included in interest income were $13.7 million for the six months ended June 30, 2022 compared to $31.4 million for the six months ended June 30, 2021.

BANCFIRST CORPORATION
CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS
(Unaudited)
Taxable Equivalent Basis
(Dollars in thousands)
	Three Months Ended June 30,
	2022								2021
				Interest		Average						Interest		Average
	Average			Income/		Yield/			Average			Income/		Yield/
	Balance			Expense		Rate			Balance			Expense		Rate
ASSETS
Earning assets:
Loans	$	6,566,437		$	78,836		4.82	%	$	6,300,418		$	82,598		5.26	%
Debt securities – taxable		1,192,371			5,142		1.73			534,774			1,602		1.20
Debt securities – tax exempt		3,682			28		3.08			15,058			88		2.35
Federal funds sold and interest-bearing deposits with banks		3,686,883			7,605		0.83			3,111,009			825		0.11
Total earning assets		11,449,373			91,611		3.21			9,961,259			85,113		3.43
Nonearning assets:
Cash and due from banks		291,470								274,168
Interest receivable and other assets		943,850								684,089
Allowance for credit losses		(87,434	)							(92,899	)
Total nonearning assets		1,147,886								865,358
Total assets	$	12,597,259							$	10,826,617
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Transaction deposits	$	977,424		$	212		0.09	%	$	856,800		$	156		0.07	%
Savings deposits		4,328,065			2,733		0.25			3,692,119			939		0.10
Time deposits		665,660			641		0.39			657,473			908		0.55
Short-term borrowings		6,716			12		0.72			2,145			—		0.06
Subordinated debt		86,006			1,031		4.81			27,454			578		8.44
Total interest-bearing liabilities		6,063,871			4,629		0.31			5,235,991			2,581		0.20
Interest-free funds:
Noninterest-bearing deposits		5,223,063								4,432,892
Interest payable and other liabilities		126,279								47,868
Stockholders’ equity		1,184,046								1,109,866
Total interest free funds		6,533,388								5,590,626
Total liabilities and stockholders’ equity	$	12,597,259							$	10,826,617
Net interest income				$	86,982							$	82,532
Net interest spread							2.90	%							3.23	%
Effect of interest free funds							0.15	%							0.09	%
Net interest margin							3.05	%							3.32	%
BANCFIRST CORPORATION
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CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS
(Unaudited)
Taxable Equivalent Basis
(Dollars in thousands)
	Six Months Ended June 30,
	2022								2021
				Interest		Average						Interest		Average
	Average			Income/		Yield/			Average			Income/		Yield/
	Balance			Expense		Rate			Balance			Expense		Rate
ASSETS
Earning assets:
Loans	$	6,463,687		$	151,902		4.74	%	$	6,350,354		$	160,363		5.09	%
Debt securities – taxable		1,149,037			8,923		1.57			528,272			3,295		1.26
Debt securities – tax exempt		4,225			62		2.95			17,187			177		2.08
Federal funds sold and interest-bearing deposits with banks		3,618,260			9,363		0.52			2,751,005			1,420		0.10
Total earning assets		11,235,209			170,250		3.06			9,646,818			165,255		3.45
Nonearning assets:
Cash and due from banks		280,304								271,523
Interest receivable and other assets		864,988								683,978
Allowance for credit losses		(86,337	)							(91,731	)
Total nonearning assets		1,058,955								863,770
Total assets	$	12,294,164							$	10,510,588
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Transaction deposits	$	959,898		$	403		0.08	%	$	812,145		$	304		0.08	%
Savings deposits		4,249,720			3,874		0.18			3,598,589			2,045		0.11
Time deposits		659,907			1,290		0.39			657,704			1,976		0.61
Short-term borrowings		4,599			13		0.56			2,534			1		0.05
Subordinated debt		85,999			2,061		4.83			27,131			1,069		7.94
Total interest-bearing liabilities		5,960,123			7,641		0.26			5,098,103			5,395		0.21
Interest-free funds:
Noninterest-bearing deposits		5,053,996								4,270,391
Interest payable and other liabilities		97,146								44,713
Stockholders’ equity		1,182,899								1,097,381
Total interest free funds		6,334,041								5,412,485
Total liabilities and stockholders’ equity	$	12,294,164							$	10,510,588
Net interest income				$	162,609							$	159,860
Net interest spread							2.80	%							3.24	%
Effect of interest free funds							0.12	%							0.10	%
Net interest margin							2.92	%							3.34	%

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<br>June 30,						Six Months Ended<br>June 30,
	2022			2021			2022			2021
Income Statement Data
Net interest income	$	86,867		$	82,363		$	162,374		$	159,569
Provision for (benefit from) credit losses		501			(9,949	)		3,437			(9,949	)
Securities transactions		—			172			(3,915	)		267
Total noninterest income		42,598			44,618			86,248			84,553
Salaries and employee benefits		45,284			41,992			89,216			81,569
Total noninterest expense		73,717			74,023			146,229			138,986
Net income		44,707			48,192			80,622			90,712
Per Common Share Data
Net income – basic	$	1.36		$	1.47		$	2.46		$	2.77
Net income – diluted		1.34			1.45			2.42			2.72
Cash dividends		0.36			0.34			0.72			0.68
Performance Data
Return on average assets		1.42	%		1.79	%		1.32	%		1.74	%
Return on average stockholders’ equity		15.14			17.42			13.74			16.67
Cash dividend payout ratio		26.47			23.13			29.27			24.55
Net interest spread		2.90			3.23			2.80			3.24
Net interest margin		3.05			3.32			2.92			3.34
Efficiency ratio		56.94			58.29			58.82			56.93
Net charge-offs to average loans		0.01			0.06			0.01			0.07

Net Interest Income

For the three months ended June 30, 2022, net interest income, which is the Company’s principal source of operating revenue, increased $4.5 million or 5.5% compared to the three months ended June 30, 2021. Rising short term interest rates contributed to the increase along with net interest income related to the Worthington acquisition. Net interest margin is the ratio of taxable-equivalent net interest income to average earning assets for the period. As shown in the preceding table, the Company’s net interest margin for the second quarter of 2022 decreased compared to the second quarter of 2021. The margin for the second quarter of 2021 was positively impacted by higher PPP fees, which were $11.9 million compared to approximately $400,000 for the current quarter.

Net interest income for the six months ended June 30, 2022 increased $2.8 million or 1.8% compared to the six months ended June 30, 2021. Rising short term interest rates contributed to the increase along with net interest income related to the Worthington acquisition. As shown in the preceding table, the Company’s net interest margin for the six months ended June 30, 2022 decreased compared to the six months ended June 30, 2021. The margin for the six months ended June 30, 2021 was positively impacted by higher PPP fees, which were $21.7 million compared to approximately $2.1 million for the six months ended June 30, 2022.

During 2021, the Company’s net interest income and net interest margin had been impacted by the decreases in interest rates stemming from the Federal Reserve's response to the COVID-19 pandemic. However, during 2022 the Federal Reserve began raising interest rates and the Company's expectation is that interest rates will continue to increase during the year.

Provision for Credit Losses

For the second quarter of 2022 the Company recorded a provision for credit losses of $501,000 compared to a net benefit from reversal of provisions of $9.9 million for the quarter ended June 30, 2021. The Company’s reversal of provision for the second quarter of 2021 was based on improvements in economic conditions and the Company’s outlook for certain economic indicators. Provisions for credit losses have stabilized in 2022 after the economic downturn and recovery from the effects of the COVID pandemic in prior years. The Company establishes an allowance as an estimate of the expected credit losses in the loan portfolio at the consolidated balance sheet date. Management believes the allowance for credit losses is appropriate based upon management’s best estimate of expected losses within the existing loan portfolio. Should any of the factors considered by management in evaluating the appropriate level of the allowance for credit losses change, the Company’s estimate of expected credit losses could also change, which could affect the amount of future provisions for credit losses. Net loan charge-offs were $805,000 for the second quarter of 2022, compared to net loan charge-offs of $4.2 million for the second quarter of 2021. The rate of net charge-offs to average total loans, as presented in the preceding table, continues to be at a low level.

For the six months ended June 30, 2022, the Company recorded a provision for credit losses of $3.4 million, which was substantially related to acquired loans, compared to a net benefit from reversal of provisions of $9.9 million for the six months ended June 30, 2021. Net loan charge-offs were $516,000, compared to $4.7 million for the same period of the prior year.

Noninterest Income

Noninterest income, as presented in the preceding table, decreased by $2.0 million for the second quarter of 2022 compared to the second quarter of 2021. The decrease in noninterest income in 2022 was due to a purchase gain of $6.0 million that was included in the second quarter of 2021. In addition, the Company earned $2.1 million on the sale of loans for second quarter of 2021 compared to $1.3 million for second quarter of 2022. The income from sales of loans was higher in 2021 due to the increase in volume of mortgage loans originated because of record low mortgage rates. The Company expects the volume of mortgage loans originated to decrease as interest rates increase.

Noninterest income included non-sufficient funds fees totaling $6.1 million and $5.6 million for the three months ended June 30, 2022 and 2021, respectively. This represents 14.3% and 12.6% of the Company’s noninterest income for the respective periods. In addition, the Company had debit card interchange fees totaling $12.5 million and $11.9 million during the three months ended June 30, 2022 and 2021, respectively. This represents 29.3% and 26.6% of the Company’s noninterest income for the respective periods.

Noninterest income increased by $1.7 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The increase in noninterest income was mostly attributable to $5.5 million of income resulting from the application of equity method accounting related to an equity interest received in the process of a loan collection, along with a $3.4 million increase in income from service charges on deposits and increases in trust revenue, insurance commissions and cash management. The increase in non-interest income was partially offset by a loss of $4.0 million on bonds resulting from the sale of $226 million of low yielding debt securities, which were subsequently reinvested in higher yielding debt securities. There was a $2.7 million gain on sale of other assets in the first six months of 2021, compared to $175,000 for 2022. In addition, there was an acquisition purchase gain of $6.0 million and a gain from the sale of the Company's Hugo, Oklahoma branch of $2.5 million in the first six months of 2021. The Company earned $4.1 million on the sale of loans for the six months ended June 30, 2021 compared to $2.9 million for the six months ended June 30, 2022.

Noninterest income included non-sufficient fund fees totaling $12.6 million and $11.1 million during the six months ended June 30, 2022 and 2021, respectively. This represents 14.7% and 13.2% of the Company’s noninterest income for the respective periods. In addition, the Company had debit card interchange fees totaling $24.1 million and $22.5 million during the six months ended June 30, 2022 and 2021, respectively. This represents 28.0% and 26.6% of the Company’s noninterest income for the respective periods. Government assistance funds that flowed into the market, including PPP loans and stimulus payments to households, increased both customer liquidity and interchange volume. This activity resulted in higher debit card interchange fees for the six months ending June 30, 2021.

The Company is subject to political pressures that could limit its ability to charge for non-sufficient funds ("NSF") and overdraft fees. As of April 1, 2022, the Company lowered the rates charged on NSF and overdraft fees. To the extent that increased volume doesn’t overcome these rate changes, the Company could experience lower annual pretax income.

It is likely the Company will exceed $10 billion in total assets at December 31, 2022. Pursuant to the Durbin Amendment of the Dodd-Frank Act, based on current run rates, this would trigger an approximate reduction of annual pretax income from debit card interchange fees of between $22 to $24 million beginning July 1, 2023.

Noninterest Expense

Noninterest expense, as presented in the preceding table, was relatively flat for second quarter of 2022 compared to the second quarter of 2021, but included a gain of $3.1 million from the sale of the Company’s prior headquarters that was carried in other real estate owned, as well as a write down of an equity investment of $1.5 million.

For the six months ended June 30, 2022, noninterest expense increased by $7.2 million compared to the six months ended June 30, 2021. The increase in noninterest expenses was due to the increase in salaries and employee benefits and other expenses related to the Worthington acquisition. In addition, the six months ended June 30, 2022 included a gain of $3.1 million from the sale of the Company’s prior headquarters that was carried in other real estate owned, as well as a write down of an equity investment of $1.5 million. The six months ended June 30, 2021 included approximately $4.0 million in acquisition related expenses.

Income Taxes

The Company’s effective tax rate was 19.1% for the second quarter of 2022, compared to 23.4% for the second quarter of 2021. The lower effective tax rate was driven by the exercising of stock options during the second quarter of 2022 that provided higher tax deductions for compensation and a lower state income tax rate.

The Company’s effective tax rate on income before taxes was 18.5% for the first six months of 2022, compared to 21.2% for the first six months of 2021.

The reasons for the difference between the Company’s effective tax rate and the federal statutory rate were tax-exempt income, nondeductible amortization, federal and state tax credits and state tax expense.

FINANCIAL POSITION

BANCFIRST CORPORATION

SELECTED CONSOLIDATED FINANCIAL DATA

(Dollars in thousands, except per share data)

			December 31,
			2021

Consolidated Balance Sheet Data
Total assets	12,530,073		$	9,405,612
Total loans (net of unearned interest)	6,620,643			6,194,218
Allowance for credit losses	86,935			83,936
Debt securities	1,205,894			534,500
Deposits	11,142,688			8,091,914
Stockholders' equity	1,185,695			1,171,734
Book value per share	36.17			35.94
Tangible book value per share (non-GAAP)(1)	29.90			30.80
Reconciliation of Tangible Book Value per Common Share (non-GAAP)(2)
Stockholders' equity	1,185,695		$	1,171,734
Less goodwill	183,639			149,922
Less intangible assets, net	21,743			17,566
Tangible stockholders' equity (non-GAAP)	980,313		$	1,004,246
Common shares outstanding	32,781,198			32,603,118
Tangible book value per share (non-GAAP)	29.90		$	30.80
Selected Financial Ratios
Consolidated Balance Sheet Ratios:
Average loans to deposits (year-to-date)	59.17	%		64.27	%
Average earning assets to total assets (year-to-date)	91.39			91.96
Average stockholders’ equity to average assets (year-to-date)	9.62			10.32
Asset Quality Data
Loans past due 90 days and still accruing	4,771		$	4,964
Nonaccrual loans (3)	13,712			20,892
Restructured loans	2,174			3,665
Total nonperforming and restructured loans	20,657			29,521
Other real estate owned and repossessed assets	39,209			39,553
Total nonperforming and restructured assets	59,866			69,074
Asset Quality Ratios:
Nonaccrual loans to total loans	0.21	%		0.34	%
Nonperforming and restructured loans to total loans	0.31			0.48
Nonperforming and restructured assets to total assets	0.48			0.73
Allowance for credit losses to total loans	1.31			1.36
Allowance for credit losses to nonperforming and restructured loans	420.84			284.33
Allowance for credit losses to nonaccrual loans	634.01			401.76
(1) Refer to the “Reconciliation of Tangible Book Value per Common Share (non-GAAP)” Table.
(2) Tangible book value per common share is stockholders’ equity less goodwill and intangible assets, net, divided by common shares outstanding. This amount is a non-GAAP financial measure but has been included as it is considered to be a critical metric with which to analyze and evaluate the financial condition and capital strength of the Company. This measure should not be considered a substitute for operating results determined in accordance with GAAP.
(3) Government agencies guarantee approximately 2.2 million of nonaccrual loans at June 30, 2022.

All values are in US Dollars.

Cash and Interest-Bearing Deposits with Banks

The aggregate of cash and due from banks and interest-bearing deposits with banks increased by $1.8 billion, or 89.2%, to $3.9 billion, from December 31, 2021 to June 30, 2022. The increase was primarily related to the return of deposits from off-balance sheet sweep accounts related to the Company’s year-end sweep program, which was partially off-set by the purchase of higher yielding bonds described below.

Securities

At June 30, 2022, total debt securities increased $671.4 million, or 125.6% compared to December 31, 2021. The size of the Company’s securities portfolio is determined by the Company’s liquidity and asset/liability management. The net unrealized loss on debt securities available for sale, before taxes, was $60.9 million at June 30, 2022, compared to a net unrealized gain of $2.8 million at December 31, 2021. These unrealized losses and gains are included in the Company’s stockholders’ equity as accumulated other

comprehensive income, net of income tax, in the amounts of a loss of $46.5 million at June 30, 2022 and a gain of $2.2 million at December 31, 2021. During the six months ended June 30, 2022, the Company had a loss of $4.0 million resulting from the sale of $226 million of debt securities with an average yield of 0.16%, which was subsequently reinvested in $220 million of debt securities with an average yield of 1.86%. On January 10, 2022, the Company purchased United States Treasury Notes with $600 million par value at an average yield of 1.42% and an average maturity of 53 months.

See Note (3) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s Securities.

Loans

At June 30, 2022, total loans increased $426.4 million or 6.9% compared to December 31, 2021. Loan growth during the first two quarters of 2022, net of acquired loans and PPP loans, was approximately $247 million, or 4%. At June 30, 2022, the balance of total PPP loans was $3.2 million, with no unamortized processing fees, compared to $80.4 million, net of unamortized processing fees of $2.0 million at December 31, 2021.

See Note (4) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s loan portfolio segments.

Allowance for Credit Losses

The increase in the allowance for credit loss during 2022 was substantially related to the additional allowance for credit loss required for newly acquired loans. The decrease in the allowance for credit loss during 2021 was driven by a reversal of a pandemic-related provision during 2021 based on sustained improvements in the economy, both nationally and in the Company's markets, which reduced the amount of expected credit loss within the loan portfolio. This reduction was partially offset by additional allowance for credit loss required for newly acquired loans.

Nonperforming and Restructured Assets

At June 30, 2022, nonperforming and restructured assets decreased $9.2 million to $59.9 million compared to December 31, 2021. The Company’s level of nonperforming and restructured assets has continued to be relatively low, equating to 0.48% of total assets at June 30, 2022 and 0.73% of total assets at December 31, 2021.

Nonaccrual loans totaled $13.7 million at June 30, 2022, compared to $20.9 million at December 31, 2021. The Company’s nonaccrual loans decreased $7.2 million from December 31, 2021 due to resolutions of several loans. The Company’s nonaccrual loans are primarily commercial and agricultural non-real estate and farmland. 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 both interest and principal is in serious doubt. Interest income is not recognized until the principal balance is fully collected. However, if the full collection of the remaining principal balance is not in doubt, interest income is recognized on certain of these loans on a cash basis. Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $653,000 for the six months ended June 30, 2022 and $1.2 million for the six months ended June 30, 2021. Only a small amount of this interest is expected to be ultimately collected. Approximately $2.2 million of nonaccrual loans were guaranteed by government agencies at June 30, 2022.

Restructured loans totaled $2.2 million at June 30, 2022 compared to $3.7 million at December 31, 2021. 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 troubled debt restructurings whose terms were modified during the period were not considered to be material.

The classification of a loan as nonperforming does not necessarily indicate that loan principal and interest will ultimately be uncollectible; although, in an economic downturn, the Company’s experience has been that the level of collections declines. The above normal risk associated with nonperforming loans has been considered in the determination of the allowance for credit losses. At June 30, 2022, the allowance for credit losses as a percentage of nonperforming and restructured loans was 420.84%, compared to 284.33%, at December 31, 2021. The level of nonperforming loans and credit losses could rise over time as a result of adverse economic conditions.

Other real estate owned (OREO) and repossessed assets totaled $39.2 million at June 30, 2022, compared to $39.6 million at December 31, 2021. Other real estate owned consists of properties acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure and premises held for sale. Other real estate owned included a commercial real estate property recorded at $29.7 million at June 30, 2022 and $29.5 million at December 31, 2021. The Company's rental income from OREO was $2.8 million for the three months ended June 30, 2022 compared to $2.2 million for the three months ended June 30, 2021. The Company's rental income from OREO was $5.6 million for the six months ended June 30, 2022 compared to $4.6 million for the six months ended June 30, 2021. In addition, the Company's OREO holding expense was $2.6 million for the three months ended June 30, 2022 compared to $3.1 million for the three months ended June 30, 2021. The Company's OREO holding expense was $5.1 million for the six months ended June 30,

2022 compared to $4.6 million for the six months ended June 30, 2021. Other real estate owned and repossessed assets are carried at the lower of the book values of the related loans or fair values based upon appraisals, less estimated costs to sell. Write-downs arising at the time of reclassification of such properties from loans to other real estate owned are charged directly to the allowance for credit losses. Any losses on bank premises designated to be sold are charged to operating expense at the time of transfer from premises to other real estate owned. Decreases in values of properties subsequent to their classification as other real estate owned are charged to operating expense.

Intangible Assets, Goodwill and Other Assets

Identifiable intangible assets and goodwill totaled $205.4 million and $167.5 million at June 30, 2022 and December 31, 2021, respectively. The increase in goodwill and intangible assets was due the acquisition of Worthington on February 8, 2022, which added $5.9 million of core deposit intangibles and $33.7 million of goodwill. See Note (2) of the Notes to Consolidated Financial Statements for disclosure regarding the Company’s recent developments, including mergers and acquisitions.

Other assets includes the cash surrender value of key-man life insurance policies totaling $81.6 million at June 30, 2022 and $81.4 million at December 31, 2021.

Derivative financial instruments consisting of oil and gas swaps and option contracts are included in other assets and totaled $55.2 million at June 31, 2022 and $8.9 million at December 31, 2021. These derivative financial instruments have increased due to the increase in oil and gas prices and customer activity. They require a daily margin to be posted, which fluctuates with oil and gas prices. The margins have increased during 2022 due to the current increase in oil and gas prices and customer activity. The margins are included in other assets totaling $98.7 million at June 30, 2022 and $14.3 million at December 31, 2021. See Note (12) of the Notes to Consolidated Financial Statements for a complete discussion of the Company’s derivative financial instruments.

Equity securities are reported in other assets on the consolidated balance sheet. The Company invests in equity securities without readily determinable fair values. These equity securities are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The realized and unrealized gains and losses are reported as securities transactions in the noninterest income section of the consolidated statements of comprehensive income. The balance of equity securities was $10.2 million at June 30, 2022 and $10.6 million at December 31, 2021. The Company reviews its portfolio of equity securities for impairment at least quarterly.

Low Income Housing and New Market Tax Credit Investments

During 2022, there have not been any material changes in the Company’s low income housing tax credit investments and new market tax credit investments, which are included in other assets on the Company’s consolidated balance sheet. See Note (6) of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for disclosures regarding these investments.

Liquidity and Funding

The Company’s principal source of liquidity and funding is its broad deposit base generated from customer relationships. The availability of deposits is affected by economic conditions, competition with other financial institutions and alternative investments available to customers. Through interest rates paid, service charge levels and services offered, the Company can affect its level of deposits to a limited extent. The level and maturity of funding necessary to support the Company’s lending and investment functions is determined through the Company’s asset/liability management process. The Company currently does not rely heavily on long-term borrowings and does not utilize brokered CDs. The Company maintains federal funds lines of credit with other banks and could also utilize the sale of loans, securities and liquidation of other assets as sources of liquidity and funding.

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, 2021.

Deposits

At June 30, 2022, deposits totaled $11.1 billion, an increase of $3.1 billion or 37.7% from the December 31, 2021 total. The increase in deposits was primarily related to the return of funds from off-balance sheet sweep accounts related to the Company’s year-end sweep program. The Company’s core deposits provide it with a stable, low-cost funding source. Core deposits as a percentage of total deposits were 98.4% at June 30, 2022 and 98.2% at December 31, 2021. Noninterest-bearing deposits to total deposits were 46.9% at June 30, 2022, compared to 46.7% at December 31, 2021.

Off-balance sheet sweep accounts totaled $2.9 billion at June 30, 2022 compared to $5.1 billion at December 31, 2021, which included a temporary sweep amount of $2.3 billion.

Subordinated Debt

On June 17, 2021, the Company completed a private placement, under Regulation D of the Securities Act of 1933, of $60 million aggregate principal amount of 3.50% Fixed-to-Floating Rate Subordinated Notes due 2036 to various institutional accredited investors. See Note (7) of the Notes to Consolidated Financial Statements for a complete discussion of the Company’s subordinated debt.

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 $6.1 million at June 30, 2022. The Company did not have short-term borrowings at December 31, 2021.

Lines of Credit

BancFirst 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. In addition, BancFirst has a $25.0 million line of credit with another financial institution that is an overnight federal funds facility. As of June 30, 2022 and December 31, 2021, BancFirst had no advances outstanding under either line of credit. Pegasus has a $20.0 million line of credit with another financial institution that is an overnight federal funds facility. As of June 30, 2022 and December 31, 2021, Pegasus had no advances outstanding under its line of credit. Worthington has an $8.5 million line of credit with another financial institution that is an overnight federal funds facility, and a line of credit from the FHLB of Dallas, Texas to use for liquidity or to match-fund certain long-term fixed rate loans. Worthington had no advances outstanding as of June 30, 2022 under either line of credit.

Capital Resources

Stockholders’ equity totaled $1.2 billion at both June 30, 2022 and December 31, 2021. In addition to net income of $80.6 million, other changes in stockholders’ equity during the six months ended June 30, 2022 included $4.6 million related to common stock issuances for stock option exercises and $918,000 related to stock-based compensation, that were partially offset by $23.6 million in dividends and a $48.6 million decrease in accumulated other comprehensive income. The Company’s leverage ratio and total risk-based capital ratios at June 30, 2022 were well in excess of the regulatory requirements.

See Note (9) of the Notes to Consolidated Financial Statements for a discussion of capital ratios and requirements.

Liquidity Risk and Off-Balance Sheet Arrangements

There have not been any material changes in the Company’s liquidity and off-balance sheet arrangements 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, 2021.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no significant changes in the Company’s disclosures regarding market risk since December 31, 2021, the date of its most recent annual report to stockholders.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s Chief Executive Officer, Chief Financial Officer and its Disclosure Committee, which includes the Company’s Executive Chairman, Chief Risk Officer, Chief Internal Auditor, Chief Asset Quality Officer, Controller, General Counsel and Director of Financial Reporting, have evaluated, as of the last day of the period covered by this report, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on their evaluation they concluded that the disclosure controls and procedures of the Company are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms.

Changes in Internal Control Over Financial Reporting. During the period to which this report relates, there have not been any changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, such controls.

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 June 30, 2022, 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, 2021.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit<br>Number	Exhibit
2.1	Share Exchange Agreement by and between BancFirst Corporation and Pegasus Bank dated April 23, 2019 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K/A dated April 25, 2019 and incorporated herein by reference).
3.1	Amended and Restated By-Laws of BancFirst Corporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated July 27, 2021 and incorporated herein by reference).
3.2	Restated Certificate of Incorporation of BancFirst Corporation dated August 5, 2021. (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2021).
4.1	Instruments defining the rights of securities holders (see Exhibits 3.1 and 3.2 above).
4.2	Description of Registrant’s Securities (filed as Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference).
4.3	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).
4.4	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).
4.5	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).
4.6	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).
4.7	Form of Guarantee of BancFirst Corporation relating to the 7.20% Cumulative Trust Preferred Securities of BFC Capital Trust II (filed as Exhibit 4.7 to the Company’s registration statement on Form S-3/A, File No. 333-112488 dated February 23, 2004, and incorporated herein by reference).
10.1	Adoption Agreement for the BancFirst Corporation Thrift Plan adopted April 21, 2016 effective January 1, 2016. (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2016 and incorporated herein by reference).
10.2	Amendment Number One to the BancFirst Corporation Thrift Plan. (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 26, 2018 and incorporated herein by reference).
10.3	2019 Amendment BancFirst Corporation Thrift Plan (filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference).
10.4	2020 Amendment BancFirst Corporation Thrift Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form<br><br>8-K for dated December 17, 2020 and incorporated herein by reference).
10.5	Amended and Restated BancFirst Corporation Directors’ Deferred Stock Compensation Plan. (filed as exhibit 10.12 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2021 and incorporated herein by reference).
10.6	Purchase and Sale Agreement and Escrow Instructions by and between Cotter Tower – Oklahoma L.P. and BancFirst Corporation. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 5, 2018 and incorporated herein by reference).
10.7	First Amendment to Purchase and Sale Agreement and Escrow Instructions by and between Cotter Tower – Oklahoma L.P. and BancFirst Corporation. (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 5, 2018 and incorporated herein by reference).
10.8	Subordinated Note Purchase Agreement. (filed as exhibit 10.1 to the Company's Current Report on Form 8-K dated June 17, 2021 and incorporated herein by reference).
---	---
10.9*	Amended and Restated BancFirst Corporation Stock Option Plan.
10.10*	Amended and Restated BancFirst Corporation Non-Employee Directors' Stock Option Plan.
10.11*	Bancfirst Corporation Employee Stock Ownership Plan Amendment to Implement Secure Act and Other Law Changes.
10.12*	Adoption Agreement for McAfee & Taft Professional Corporation Non-Standardized Employee Stock Ownership Pre-Approved Plan.
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*	CEO’s & 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*	Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover page Interactive Data File (formatted as Inline XBRL and contained within the Inline XBRL Instance Document in Exhibit 101)

* 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: August 5, 2022	/s/ David Harlow
	David Harlow
	President
	Chief Executive Officer
	(Principal Executive Officer)
Date: August 5, 2022	/s/ Kevin Lawrence
	Kevin Lawrence
	Executive Vice President
	Chief Financial Officer
	(Principal Financial Officer)

EX-10.9

Exhibit 10.11

AMENDED AND RESTATED

BANCFIRST CORPORATION STOCK OPTION PLAN

PURPOSE. This Amended and Restated BancFirst Corporation Stock Option Plan (“the Plan”) incorporates the amendments to the Amended and Restated BancFirst Corporation Stock Option Plan that were adopted by the stockholders of BancFirst Corporation (the “Company”) on May 26, 2022.

The Plan is intended to incent long-term employment with the Company, and encourage ownership of Company Common Stock by certain key employees and officers of the Company and its subsidiaries, in order to increase their proprietary interest in the Company's success.

The Plan is intended to comply with Section 409A of the Code.

DEFINITIONS. As used herein, the following terms shall have the corresponding meanings:

2.1. “Board of Directors” shall mean the Board of Directors of the Company.

2.2. “Charity” shall mean any organization that has been recognized by the Internal Revenue Service as qualifying under Section 501(c)(3) of the Code of 1986.

2.3. “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

2.4 “Committee” shall mean the Board of Directors or the Executive Committee acting under authority delegated by the Board of Directors.

2.5. “Common Stock” shall mean the common stock, par value $1.00 per share, of the Company.

2.6. “Continuous Service” shall mean, with respect to any Employee, the absence of any interruption or termination of service as an Employee. Such status shall not be considered interrupted in the case of (a) sick leave, (b), military leave, (c), except as otherwise provided in any leave policy adopted by the Company or one of its Subsidiaries from time to time, an approved leave of absence or (d) a transfer between locations and/or between the Company and its Subsidiaries. The determination whether an Employee remains in Continuous Service shall be made by the Committee, in its sole discretion.

2.7. “Date of Grant” shall mean the date of the approval by the Committee of a Stock Option granted hereunder as set forth in the applicable stock option award agreement. In the event of a grant conditioned, among other things, upon stockholder ratification of this Plan, the date of such conditional grant shall be the Date of Grant for purposes of this Plan.

2.8. “Employee” shall mean any person employed by the Company or any Subsidiary of the Company.

2.9. “Executive Committee” shall mean the Executive Committee of the Board of Directors.

2.10. “Fair Market Value” shall mean, with respect to the grant of a Stock Option under the Plan, (a) if the Common Stock is listed on a national securities exchange or NASDAQ, the closing price of the Common Stock for the business day of the Date of Grant, or (b) if the Common Stock is not then listed on an exchange, the average of the closing bid and asked prices per share for the Common Stock in the over-the-counter market as quoted on such market for the business day of the Date of Grant or (c) if the Common Stock is not then listed on any exchange or quoted on an over-the-counter market, an amount determined in good faith by the Committee to be the fair market value of the Common Stock, after consideration of all relevant factors, on the Date of Grant. In all events, “Fair Market Value” shall be determined in good faith by the Committee in a manner that will

comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder.

2.11. “NASDAQ” shall mean NASDAQ Global Market, Inc.

2.12. “Nonqualified Stock Option” shall mean a Stock Option that is not intended to qualify for tax treatment as an “incentive stock option” under Section 422 of the Code.

2.13. “Option Exercise Price” shall mean the price paid for shares of Common Stock upon the exercise of a Stock Option granted hereunder.

2.14. “Optionee” shall mean any person entitled to exercise a Stock Option pursuant to the terms of the Plan.

2.15. “Stock Option” shall mean a stock option giving an Optionee the right to purchase shares of the Company’s Common Stock. Stock Options granted under the Plan shall be Nonqualified Stock Options.

2.16. “Subsidiary” shall mean a subsidiary company, whether now or hereafter existing, of the Company.

ADMINISTRATION.

3.1 AUTHORITY. The Plan shall be administered by, and all Stock Options shall be authorized by, the Committee.

Subject to the provisions of the Plan and subject to the approval of any relevant authority, including, without limitation, the required approval, if any, of any national securities exchange or NASDAQ, the Committee shall have the following authority, in its discretion:

(a) to determine the Option Exercise Price, which shall be equal to the Fair Market Value of the Common Stock in accordance with the definition of such term contained herein;

(b) to select the Employees to whom Stock Options may from time to time be granted hereunder;

(d) to determine the number of shares of Common Stock covered by each Stock Option granted hereunder;

(e) to approve forms of agreement for use under the Plan;

(f) to determine when and under what circumstances a Stock Option exercise may be settled in cash or other consideration instead of Common Stock;

(g) to construe and to interpret the terms and the conditions of the Plan and the Stock Options granted pursuant to the Plan; and

(h) to adopt and to revise any regulations and rules as the Committee may deem necessary or advisable to administer the Plan.

Notwithstanding anything else contained herein, except for (a) an adjustment pursuant to Section 12, or (b) the cancellation and re-grant of Stock Options that re-establishes the Fair Market Value of the Common Stock and therefore the Option Exercise Price of Stock Options not to exceed a total of 300,000 shares in any period of twelve (12) continuous months, which the Committee may affect

without stockholder approval, in no case may the Committee amend an outstanding Stock Option to reduce the Option Exercise Price of the Stock Option.

3.2. EFFECT OF DECISIONS. All constructions, decisions, determinations and interpretations of the Committee shall be final and binding upon all persons having an interest in the Plan and/or any Stock Option.

3.3. EXCULPATION; INDEMNIFICATION. No member of the Committee shall be liable for any action made in good faith, and the members shall be entitled to indemnification and reimbursement in the manner provided in the Company's Certificate of Incorporation, or as otherwise permitted by law. A member of the Committee shall be eligible to receive a grant of a Stock Option under the Plan on the same terms as other Employees. However, if the Committee grants Stock Options to a member of the Committee, such grant shall not be effective until such grant is approved by the Compensation Committee of the Board of Directors, consisting of three (3) or more "independent directors" as defined in and determined pursuant to the Marketplace Rules of the NASDAQ or any stock exchange upon which the Common Stock of the Company is listed.

3.4. RULE 16B-3 COMPLIANCE. With respect Optionees who are subject to Section 16(b) of the Exchange Act, the Plan shall be administered in compliance with the requirements of Rule 16b-3.

ELIGIBILITY. The individuals that shall be eligible to participate in the Plan shall be such key Employees (including officers) of the Company and/or one of its Subsidiaires in which the Company has proprietary interest by reason of stock ownership or otherwise, including any company in which the Company acquires a proprietary interest after the adoption of this Plan (but only if the Company owns, directly or indirectly, not less than 50% of the total combined voting power in the company), as the Committee shall determine from time to time.
STOCK. The stock subject to Stock Options and the other provisions of the Plan shall be shares of the Company’s authorized but unissued Common Stock or treasury stock, as determined by the Committee. Subject to adjustment in accordance with Section 6.9 and Section 6.10, the total number of shares of Common Stock of the Company on which Stock Options may be granted under the Plan subsequent to the effective date of this amended and restated Plan shall not exceed in the aggregate 148,500 shares. In the event that any outstanding Stock Option under the Plan for any reason expires or is terminated prior to the end of the period during which Stock Options may be granted, the shares of the Common Stock allocable to the unexercised portion of such Stock Option may again be subject to a Stock Option under the Plan.
TERMS AND CONDITIONS OF STOCK OPTIONS. Stock Options granted pursuant to the Plan shall be evidenced by a stock option award agreement in such form as the Committee shall, from time to time, approve. Stock Options shall comply with and be subject to the following terms and conditions:

6.1. MEDIUM AND TIME OF PAYMENT. The Option Exercise Price shall be payable in United States Dollars upon the exercise of the Stock Option and may be paid in cash or by certified check, bank draft or money order payable to the order of the Company, unless otherwise determined by the Committee. The consideration to be paid for shares of Common Stock to be issued upon exercise of a Stock Option, including, without limitation, the method of payment may be determined by the Committee and may consist entirely of (a) cash or certified check, bank draft or money order payable to the order of the Company, (b), to the extent permitted by applicable law, regulation or rule, authorization for the Company to retain from the total number of shares of Common Stock for which the Stock Option is exercised that number of shares of Common Stock having a Fair Market Value on the date of exercise equal to the exercise price for the total number of shares of Common Stock for which the Stock Option is exercised or (c) a combination of the foregoing.

6.2. NUMBER OF SHARES. The Stock Option shall state the total number of shares to which it pertains.

6.3. OPTION EXERCISE PRICE. The Option Exercise Price shall be not less than the Fair Market Value of the Common Stock on the Date of Grant.

6.4. TERM OF STOCK OPTIONS. The period during which Stock Options shall be exercisable shall be fixed by the Committee, but in no event shall a Stock Option be exercisable after the expiration of fifteen (15) years from the date such Stock Option is granted. Subject to the foregoing, Stock Options shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance determine, which restrictions and conditions need not be the same for all Stock Options.

6.5. PROCEDURE FOR EXERCISE. Any Stock Option shall be exercisable at such times, on such terms and subject to such conditions as may be determined by the Committee and reflected in the stock option agreement.

A Stock Option shall be deemed to be exercised when notice of such exercise has been given to the Company by the person entitled to exercise the Stock Option and the Company has received full payment of the Option Exercise Price in accordance with Section 6.1.

6.6. DATE OF EXERCISE. Unless otherwise determined by the Committee at the time of granting a Stock Option or in accordance with this Plan, Stock Options shall be exercisable at the rate set forth below beginning four (4) years from the Date of Grant. After becoming exercisable, the Stock Option may be exercised at any time and from time to time in whole or in part (but in whole share increments) until termination of the Stock Option as set forth this Plan.

Elapsed Years from<br><br>Date of Grant	Percent<br><br>of Shares		Cumulative<br><br>Percent<br><br>of Shares
less than 4 years	0	%	0	%
4 but less than 5 years	25	%	25	%
5 but less than 6 years	25	%	50	%
6 but less than 7 years	25	%	75	%
7 or more years	25	%	100	%

6.7. TERMINATION OF EMPLOYMENT. In the event of the termination of an Optionee’s Continuous Employment as an Employee, such Optionee’s Stock Option, whether or not then exercisable, shall terminate immediately; provided, however, that if the termination is not as a result of embezzlement, theft or other violation of the law, the Optionee shall have the right to exercise such Stock Option (to the extent exercisable at the time of termination) at any time within thirty (30) days after such termination; provided, further, that if any termination of employment is related to the Optionee's retirement with the consent of the Company or one of its Subsidiaries, or the Optionee’s disability, the Optionee shall have the right to exercise such Stock Option (to the extent exercisable up to the date of retirement) at any time within six (6) months after such retirement; and provided, further, that if the Optionee dies while in the employment of the Company or within the period of time after termination of employment or retirement during which such Optionee was entitled to exercise such Stock Optionee as hereinabove provided, his estate, personal representative or beneficiary shall have the right to exercise such Stock Option (to the extent exercisable at the date of death) at any time within twelve (12) months from the date of such Optionee death or disability.

6.8. REINSTATEMENT. Notwithstanding anything contained in Section 6, the Committee has the authority to reinstate a Stock Option forfeited under Section 6.7 if the Optionee resumes employment as an Employee within twelve (12) months following such termination; provided, however, in no event shall any such reinstatement extend the specified expiration date of the Stock Option.

6.9. RECAPITALIZATION. The aggregate number of shares of Common Stock on which Stock Options may be granted to persons participating under the Plan, the number of shares thereof covered by each outstanding Stock Option, and the price per share thereof in each such Stock Option, shall all be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock of the Company resulting from a subdivision or consolidation of shares or other capital adjustment or the payment of a stock dividend or other increase or decrease in such shares, effected without receipt of consideration by the Company; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. In the event of a change in the Company's Common Stock that is limited to a change in the designation thereof to “Capital Stock” or other similar designation, or a change in the par value thereof, or from par value to no par value, without increase in the number of issued shares, the shares resulting from any such change shall be deemed to be Common Stock within the meaning of the Plan.

6.10. REORGANIZATION OF COMPANY. Subject to any required action by the stockholders of the Company, if the Company shall be the surviving or resulting corporation in any merger or consolidation that does not result in change of control of the Company, any Stock Option granted hereunder shall pertain and apply to the securities to which a holder of the number of shares of Common Stock subject to the Stock Option would have been entitled. In the event of a dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving or resulting corporation or that results in a change in control of the Company, or a tender or exchange offer which results in a change in control of the Company, the Committee shall determine: (a) whether all or any part of the unexercisable portion of any Stock Option outstanding under the Plan shall terminate; (b) whether the Stock Options shall become immediately exercisable; or (c) whether such Stock Options may be exchanged for options covering securities of any such surviving or resulting corporation, subject to the agreement of any such surviving or resulting corporation, on terms and conditions substantially similar to a Stock Option hereunder.

6.11. TAX WITHHOLDING. Upon any event that requires tax withholding in connection with any Stock Option, the Company or one of its Subsidiaries shall have the right at its option:

(a) to require the Optionee (or the estate, personal representative or beneficiary) to pay or to provide for the payment of any taxes that the Company or one of its Subsidiaries may be required to withhold with respect to such event; or

(b) to deduct from any amount otherwise payable in cash to the Optionee (or the estate, personal representative or beneficiary) the amount of any taxes that the Company or one of its Subsidiaries may be required to withhold with respect to such event.

In any case where tax is required to be withheld in connection with the delivery of securities under the Plan, the Committee may in its sole discretion (subject to applicable laws, regulations and rules) require or grant the Optionee (or the estate, personal representative or beneficiary) the right to elect, pursuant to such regulations and such rules as may be established by the Committee and subject to such conditions as may be established by the Committee, that the Company reduce the number of shares of Common Stock to be delivered by (or otherwise reacquire from the such person) the appropriate number of shares of Common Stock, valued at a consistent manner with the Fair Market Value or at the sales price in accordance with cashless exercises, necessary to satisfy the applicable withholding obligation.

6.12. ASSIGNABILITY. Except as provided in this Section 6.12, no Stock Option shall be assignable or transferable except as follows:

(a) by will or by the laws of descent and distribution.

(b) for the purpose of making a charitable gift as permitted by Section 6.16.

(c) to the Optionee as trustee or to the Optionee and one or more others as co-trustees, of a revocable trust that allows the Optionee to amend or revoke the trust at any time. If the Optionee relinquishes such Optionee’s power to amend or revoke the trust or resigns as a trustee, the Optionee shall withdraw the Stock Option from the trust prior to the relinquishment of such power or such Optionee’s resignation as trustee and shall re-vest title to the Stock Option in the Optionee’s individual name. If the trust becomes irrevocable due to the death of the Optionee, the successor or remaining trustee(s) shall have the same power to exercise the Stock Option under Section 6.7 as the personal representative. If the Optionee becomes incapacitated, the date of incapacity shall be deemed for purposes of this Plan as the date of termination of employment under Section 6.6 (whether or not Optionee’s employment has actually terminated), and the successor or remaining trustee(s) of the trust shall have the same right to exercise the Stock Option as a terminated Optionee has under Section 6.7. The Optionee as trustee and any successor or remaining trustee(s) shall be bound by all the terms and conditions of the Plan and the stock option award agreement delivered by the Company to the Optionee under this Plan.

(d) to the extent set forth in the stock option aware agreement governing such Stock Option.

6.13. OPTIONEE'S AGREEMENT. If, at the time of the exercise of any Stock Option, it is necessary or desirable, in order to comply with any applicable laws, rules or regulations relating to the sale of securities, that the Optionee exercising the Stock Option shall agree that such Optionee will purchase the shares that are subject to the Stock Option for investment and not with any present intention to resell the same, the Optionee will, upon the request of the Company, execute and deliver to the Company an agreement to such effect.

6.14. RIGHTS AS A STOCKHOLDER. An Optionee shall have no rights as a stockholder with respect to shares covered by his Stock Option until the date of issuance of the shares to him and only after such shares are fully paid.

6.15. OTHER PROVISIONS. The stock option award agreement authorized under the Plan may contain such other provisions as the Committee shall deem advisable.

6.16. Charitable Gift. An Optionee shall be permitted to assign such Optionee’s Stock Option without consideration, either in full or in one or more partial assignments from time to time, to a Charity. Assignment(s) may be made during the Optionee’s lifetime or may be effective upon his death. If a Stock Option is assigned to a Charity, in whole or in part, it shall continue to be subject to Section 6.6 and Section 6.6, which shall thereafter apply to the same extent as if the Stock Option were still held by the Optionee himself (if the Optionee is living), or by the Optionee’s estate, personal representative or beneficiary (if the Optionee is deceased).

MARKETABILITY OF SHARES. The Common Stock is currently traded on NASDAQ. As a result, its liquidity varies widely in response to supply and demand. Consequently, the Company can give no assurances as to the marketability of shares acquired under the Plan.
TAX IMPLICATIONS. It is anticipated that Stock Options granted under the Plan will be treated as Nonqualified Stock Options by the Internal Revenue Service. As such, exercise of the Stock Option would generate a taxable event with the difference between the original Option Exercise Price and the Fair Market Value of the Common Stock at the time of exercise being treated as ordinary income. If a Stock Option is transferred to a Charity as permitted by Section 6.12(b) and Section 6.16, the Optionee should expect to have ordinary income attributed to him at the time the Charity exercises the Stock Option, in the same amount and with the same effect as if the Optionee exercised the Stock Option.
TERM OF PLAN. No Stock Option may be granted after December 31, 2024.
NO OBLIGATION TO EXERCISE OPTION. The granting of a Stock Option shall impose no obligation upon the Optionee to exercise such Stock Option.
COMPLIANCE WITH LAW. The Plan, the granting and the vesting of Stock Options, the offer, the issuance and the delivery of shares of Common Stock and/or the payment of money under the Plan are subject to compliance with all applicable federal and state laws, regulations and rules (including, without limitation, federal and state securities laws, regulations and rules and federal margin requirements) and to such approval by governmental, listing or regulatory authorities as may be necessary or advisable in connection therewith. Any person acquiring any securities under the Plan shall, if requested by the Company or one of its Subsidiaries, provide such assurances and representations as the Committee may deem necessary or advisable to assure compliance with all applicable legal and accounting requirements.
AMENDMENTS.

12.1 AMENDMENT AND TERMINATION. The Committee may alter, amend, discontinue, suspend or terminate the Plan or any portion thereof at any time, including any alteration, discontinuance, suspension or termination necessary to comply with any tax, securities or regulatory law or requirement or any applicable listing requirement with which the Committee intends the Plan to comply; provided, however, no such alteration, discontinuance, suspension or termination shall be made without shareholder approval if such amendment constitutes a “material amendment.” For purposes of the Plan, a “material amendment” shall mean an amendment that (a) materially increases the benefits accruing to Optionees in the Plan, (b) materially increases the number of securities that may be issued under the Plan, (c) materially modifies the requirements for participation in the Plan or (d) is otherwise deemed a material amendment by the Committee pursuant to any applicable law, regulation or rule, applicable accounting or listing standards.

12.2 AMENDMENTS TO OPTIONS. The Committee may not amend the terms and conditions of a Stock Option without the prior written consent of the Optionee.

12.3 LIMITATIONS ON AMENDMENTS TO THE PLAN. No alteration, amendment, suspension or termination of the Plan or change affecting any outstanding Stock Option shall, without the prior written consent of the Optionee, affect in a manner materially adverse to such Optionee, the obligations of the Optionee under any Stock Option granted prior to the effective date of such change. Changes under Section 6.9 and Section 6.10 shall not be deemed to materially adverse changes under this Section 12.3.

EX-10.10

Exhibit 10.12

AMENDED AND RESTATED

BANCFIRST CORPORATION NON-EMPLOYEE DIRECTORS'

STOCK OPTION PLAN

1. PURPOSE. This Amended and Restated BancFirst Corporation Non-Employee Directors’ Stock Option Plan (“the Plan”) incorporates the amendments to the Amended and Restated BancFirst Corporation Non-Employee Directors’ Stock Option Plan that were adopted by the stockholders of BancFirst Corporation (the “Corporation”) on May 26, 2022.

The Plan is intended as an incentive and to encourage stock ownership by the non-employee directors of the Corporation in order to increase their proprietary interest in the Corporation's success.

The Plan is intended to comply with Section 409A of the United States Tax Code.

2. DEFINITIONS. As used herein, the following terms shall have the corresponding meanings:

2.1. “Committee” shall mean the Board of Directors of the Corporation, or a duly constituted committee of the Board consisting of three or more members, at least a majority of which shall be “Non-Employee Directors” as such term is used in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

2.2 “Common Stock” shall mean the common stock, par value $1.00 per share, of the Corporation.

2.3. “Date of Grant” shall mean the date of grant of a Stock Option granted hereunder as set forth in the Stock Option Agreement. In the event of a grant conditioned, among other things, upon stockholder ratification of this Plan, the date of such conditional grant shall be the Date of Grant for purposes of this Plan.

2.4. “Non-Employee Director” shall mean a person that is an elected or appointed member of the board of directors of a corporation, who is not a common-law employee of the corporation. The determination of whether or not a person is a Non-Employee of the Corporation with respect to the grant or exercise of a Stock Option shall be made in accordance with the rule of Income Tax Regulation Section 1.421-7(h) (or successor regulation).

2.5. “Fair Market Value” shall mean, with respect to the exercise of an option under the Plan, (a) if the Common Stock is listed on a national securities exchange or the NASDAQ Global Market, the closing price of the Common Stock for the business day immediately preceding the day of the Date of Grant, or (b) if the Common Stock is not then listed on an exchange, the average of the closing bid and asked prices per share for the Common Stock in the over-the-counter market as quoted on NASDAQ for the business day of the Date of Grant, or (c) if the Common Stock is not then listed on any exchange or quoted on NASDAQ, an amount determined in good faith by the Committee to be the fair market value of the Common Stock, after consideration of all relevant factors.

2.6 “Nonqualified Stock Option” shall mean a Stock Option, which is not intended to qualify for tax treatment as an “incentive stock option” under Section 422 of the Code.

2.7. “Option Exercise Price” shall mean the price paid for Shares upon the exercise of a Stock Option granted hereunder.

2.8. “Optionee” shall mean any person entitled to exercise a Stock Option pursuant to the terms of the Plan.

2.9. “Stock Option” shall mean a stock option giving an Optionee the right to purchase shares of the Corporation’s Common Stock. Stock Options granted under the Plan shall be Nonqualified Stock Options.

3. ADMINISTRATION.

3.1 AUTHORITY; INDEMNIFICATION. Within the limitations described herein, the Committee shall administer the Plan, determine the method of payment upon exercise of each Stock Option, determine all other terms of Stock Options granted hereunder and interpret, construe and implement the provisions of the Plan. All questions of interpretation of the Plan or any Stock Option granted under the Plan shall be determined by the Committee, and such decisions shall be binding upon all persons having an interest in the Plan and/or any Stock Option. No member of the Committee shall be liable for any action or determination made in good faith, and the members shall be entitled to indemnification and reimbursement in the manner provided in the Corporation's Certificate of Incorporation, or as otherwise permitted by law.

3.2 RULE 16B-3 COMPLIANCE. With respect to the participation of eligible participants who are subject to Section 16(b) of the Exchange Act, the Plan shall be administered in compliance with the requirements of Rule 16b-3.

3.3 SECTION 162(M) COMPLIANCE. In the event the Corporation is a “publicly held corporation” as defined in paragraph (2) of section 162(m) of the Code, as amended by the Revenue Reconciliation Act of 1993 (P.L. 103-66), and the regulations promulgated thereunder (“Section 162(m)”), the Corporation shall establish a committee of outside directors meeting the requirements of Section 162(m) to approve the grant of Stock Options which might reasonably be anticipated to result in the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes pursuant to Section 162(m).

4. ELIGIBILITY. The individuals who shall be eligible to participate in the Plan shall be such Non-Employee Directors of the Corporation, or of any corporation (“Subsidiary”) in which the Corporation has proprietary interest by reason of stock ownership or otherwise, including any corporation in which the Corporation acquires a proprietary interest after the adoption of this Plan (but only if the Corporation owns, directly or indirectly, stock possessing not less than 50% of the total combined voting power of all classes of stock in the corporation), as the Committee shall determine from time to time.

5. STOCK. The stock subject to Stock Options and other provisions of the Plan shall be shares of the Corporation’s authorized but unissued Common Stock or treasury stock, as determined by the Committee. Subject to adjustment in accordance with the provisions of Subparagraph 6.7 and Subparagraph 6.8 hereof, the total number of shares of Common Stock of the Corporation on which Stock Options may be granted under the Plan subsequent to the effective date of this amended and restated Plan shall not exceed in the aggregate 65,000 shares. In the event that any outstanding Stock Option under the Plan for any reason expires or is terminated prior to the end of the period during which Stock Options may be granted, the shares of the Common Stock allocable to the unexercised portion of such Stock Option may again be subject to a Stock Option under the Plan.

6. TERMS AND CONDITIONS OF STOCK OPTIONS. Stock Options granted pursuant to the Plan shall be evidenced by agreements in such form as the Committee shall, from time to time, approve. Agreements shall comply with and be subject to the following terms and conditions:

6.1 MEDIUM AND TIME OF PAYMENT. The Option Exercise Price shall be payable in United States Dollars upon the exercise of the Stock Option and may be paid in cash or by certified check, bank draft or money order payable to the order of the Corporation, unless otherwise determined by the Committee.

6.2 NUMBER OF SHARES. Each Non-Employee Director shall be granted a Stock Option for 10,000 shares.

6.3 OPTION EXERCISE PRICE. The Option Exercise Price shall be equal to the Fair Market Value of the Common Stock on the Date of Grant.

6.4 TERM OF STOCK OPTIONS. Any Stock Option granted must be exercised within fifteen (15) years of the date of such grant.

6.5 DATE OF EXERCISE. Unless otherwise determined by the Committee at the time of granting a Stock Option, Stock Options shall be exercisable at the rate set forth below beginning one year from the Date of Grant. After becoming exercisable, the Stock Option may be exercised at any time and from time to time in whole or in part until termination of the Stock Option as set forth in Sections 6.4 or 6.6.

Elapsed Years from<br><br>Date of Grant	Percent<br><br>of Shares		Cumulative<br><br>Percent<br><br>of Shares
less than 1 year	0	%	0	%
1 to 2 years	25	%	25	%
2 to 3 years	25	%	50	%
3 to 4 years	25	%	75	%
more than 4 years	25	%	100	%

6.6 TERMINATION OF BOARD SERVICE. In the event that an Optionee's service on the board of directors of the Corporation shall terminate, his Stock Option whether or not then exercisable shall terminate immediately; provided, however, that if the termination is not as a result of embezzlement, theft or other violation of the law, the Optionee shall have the right to exercise his option (to the extent exercisable at the time of termination) at any time within 30 days after such termination; provided, further, that if the Optionee shall die while in service on the board of directors of the Corporation or within the period of time after termination of service during which he was entitled to exercise his option as hereinabove provided, his estate, personal representative, or beneficiary shall have the right to exercise his Stock Option (to the extent exercisable at the date of death) at any time within twelve (12) months from the date of his death.

6.7 RECAPITALIZATION. The aggregate number of shares of Common Stock on which Stock Options may be granted to persons participating under the Plan, the number of shares thereof covered by each outstanding Stock Option, and the price per share thereof in each such Stock Option, shall all be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock of the Corporation resulting from a subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such shares, effected without receipt of consideration by the Corporation; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. In the event of a change in the Corporation's Common Stock which is limited to a change in the designation thereof to “Capital Stock” or other similar designation, or a change in the par value thereof, or from par value to no par value, without increase in the number of issued shares, the shares resulting from any such change shall be deemed to be Common Stock within the meaning of the Plan.

6.8 REORGANIZATION OF CORPORATION. Subject to any required action by the stockholders, if the Corporation shall be the surviving or resulting corporation in any merger or consolidation which does not result in change of control of the Corporation, any Stock Option granted hereunder shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the Stock Option would have been entitled. In the event of a dissolution or liquidation of the Corporation or a merger or consolidation in which the Corporation is not the surviving or resulting corporation or which results in a change in control of the Corporation, or a tender or exchange offer which results in a change in control of the Corporation, the Committee shall determine: (i) whether all or any part of the unexercisable portion (as set forth in section 6.5) of any Stock Option outstanding under the Plan shall terminate; (ii) whether the Stock Options shall

become immediately exercisable; or (iii) whether such Stock Options may be exchanged for options covering securities of any such surviving or resulting corporation, subject to the agreement of any such surviving or resulting corporation, on terms and conditions substantially similar to a Stock Option hereunder.

6.9 ASSIGNABILITY. Except as provided in this Section, no Stock Option shall be assignable or transferable except as follows:

(a) by will or by the laws of descent and distribution.

(b) for the purpose of making a charitable gift.

(c) to the Optionee as trustee of a revocable trust which allows the Optionee to amend or revoke the trust at any time. If the Optionee relinquishes his power to amend or revoke the trust or appoints a trustee other than the Optionee, the Optionee shall withdraw the Stock Option from the trust prior to the relinquishment of such power or appointment and revest title to the Stock Option in the Optionee's individual name. If the trust becomes irrevocable due to the death of the Optionee, the successor trustee shall have the same power to exercise the Stock Option under Section 6.6 as the personal representative. If there is a successor trustee under the trust due to the incapacity of the Optionee, the date of incapacity shall be treated as termination of employment under Section 6.6, and the successor trustee shall have the same right to exercise the option as the Optionee has under Section 6.6. The trustee or any successor trustee shall be bound by all the terms and conditions of the Plan and the Stock Option Agreement entered into by the Plan and Optionee under this Plan.

(d) to the extent set forth in the Stock Option Agreement governing such Stock Option.

6.10 OPTIONEE'S AGREEMENT. If, at the time of the exercise of any Stock Option, it is necessary or desirable, in order to comply with any applicable laws or regulations relating to the sale of securities, that the Optionee exercising the Stock Option shall agree that he will purchase the shares that are subject to the Stock Option for investment and not with any present intention to resell the same, the Optionee will, upon the request of the Corporation, execute and deliver to the Corporation an agreement to such effect.

6.11 RIGHTS AS A STOCKHOLDER. An Optionee shall have no rights as a stockholder with respect to shares covered by his Stock Option until the date of issuance of the shares to him and only after such shares are fully paid.

6.12 OTHER PROVISIONS. The option agreements authorized under the Plan may contain such other provisions as the Committee shall deem advisable.

7. MARKETABILITY OF SHARES. The Common Stock is currently traded on the NASDAQ Global Select Market System. As a result, its liquidity varies widely in response to supply and demand. Consequently, the Corporation can give no assurances as to the marketability of shares acquired under the Plan.

8. TAX IMPLICATIONS. It is anticipated that Stock Options granted under the Plan will be treated as Nonqualified Stock Options by the Internal Revenue Service. As such, exercise of the Stock Option would generate a taxable event with the difference between the original Option Exercise Price and the Fair Market Value of the Common Stock at the time of exercise being treated as ordinary income.

9. TERM OF PLAN. No Stock Option may be granted after December 31, 2024.

10. NO OBLIGATION TO EXERCISE OPTION. The granting of a Stock Option shall impose no obligation upon the Optionee to exercise such Stock Option.

11. AMENDMENTS. The Board of Directors may from time to time amend, alter, suspend, or discontinue the Plan or alter or amend any and all option agreements granted thereunder; provided, however, that no such action of the Board of Directors may, without approval of the stockholders of the Corporation, alter the provisions of the Plan so as to (a) materially increase the benefits accruing to participants under the Plan; (b) materially increase the number of securities which may be issued under the Plan; (c) materially modify the requirements as to eligibility for participation in the Plan; or (d) decrease the Option Exercise Price of any option exercise agreements, by cancellation and substitution of options or otherwise; and provided, further, that no amendment may, without the consent of the Optionee, affect any then outstanding Stock Options or unexercised portions thereof. In addition, the approval of the Corporation's stockholders shall be sought for any amendment to the Plan or a Stock Option for which the Committee deems stockholder approval necessary in order to comply with Rule 16b-3.”

EX-10.11

Exhibit 10.13

BANCFIRST CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN

AMENDMENT TO IMPLEMENT SECURE ACT AND OTHER LAW CHANGES

ARTICLE 1

PREAMBLE

1.1 Adoption and effective date of Amendment. The Employer hereby adopts this Amendment to the Plan identified below. Each Article specifies the effective date of its provisions. Also see Section 1.5.

1.2 Superseding of inconsistent provisions. This Amendment supersedes the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment. Except as otherwise provided in this Amendment, terms defined in the Plan will have the same meaning in this Amendment. Most Articles include definitions which are specific to that Article. Also see Section 1.6

1.3 Numbering. Except as otherwise provided in this Amendment, any “Section” reference in this Amendment refers only to this Amendment and is not a reference to the Plan. The Article and Section numbering in this Amendment is solely for purposes of this Amendment, and does not relate to the Plan article, section, or other numbering designations.

1.4 Intention; Construction. The purpose of this amendment is to amend the Plan in accordance with pension-related provisions of the Further Consolidated Appropriations Act of 2019 (“FCAA”) in general, and Division O of that Act, the Setting Every Community Up for Retirement Enhancement Act of 2019 (“SECURE”), in specific. It also addresses a provision of the Bipartisan American Miners Act (“BAMA”), which is also part of FCAA, as well as a section of the Coronavirus Aid, Relief, and Economic Security Act (“CARES”). The provisions of this Amendment shall be interpreted and applied to be consistent with FCAA and CARES and IRS guidance issued in connection therewith, whether such guidance is issued before or after the date of this amendment.

1.5 Effect of subsequent restatement or amendment of Plan. If the Employer restates the Plan, then this Amendment shall remain in effect after such restatement unless the provisions in this Amendment are restated or otherwise become obsolete (e.g., if the Plan is restated onto a plan document which incorporates these provisions). Some Articles in this amendment may not apply to a particular plan at the time the Amendment is executed but they will apply in the future based on subsequent amendments. For example, Article 8 is limited to 401(k) plans; its provisions do not apply to a profit-sharing plan that does not have a 401(k) feature. But if that plan is subsequently amended to add a 401(k) feature, then the provisions of Article 8 (and corresponding Section 2.8) will automatically become effective at that time.

1.6 Preservation of prior amendments. If the Employer previously amended the Plan after December 20, 2019 to implement a provision contained in one or more Articles of this Amendment, that prior amendment shall remain in effect and will not be superseded by this Amendment, unless Section 1.6(a) is selected. For example, if the Employer previously adopted an amendment to implement the BAMA provisions of Article 10, that amendment remains in effect, notwithstanding the provisions of this Amendment, unless Section 1.6(a) is selected.

(a) [ ] This amendment supersedes all prior inconsistent amendments of the Plan.

ARTICLE 2

IDENTIFICATION; ELECTIONS

2.1 Identifying information.

A. Name of Employer: BancFirst Corporation.

B. Name of Plan: BancFirst Corporation Employee Stock Ownership Plan

C. Type of Plan (select one; optional)

(1) [ ] 401(k) Plan

(2) [x] Profit-Sharing Plan (other than a 401(k) plan)

(3) [ ] Money Purchase Pension Plan

(4) [ ] Defined Benefit Plan (including a cash balance plan)

(5) [ ] 403(b) Plan

(6) [ ] 457(b) Plan (select one): [ ] Governmental employer [ ] Tax-exempt employer

2.2 Plan Type Definitions. “Qualified Plan” means a 401(k) Plan, Profit-Sharing Plan, Money Purchase Pension Plan or Defined Benefit Plan. “Defined Contribution Plan” means a Qualified Plan other than a Defined Benefit Plan.

2.3 Operating Elections. Many subsequent Articles of this Amendment refer to elections appearing in this Article 2. Each of Sections 2.4 through 2.10 refers to a corresponding Article. For example, Section 2.4 has the elections related to Article 4. The definitions in those Articles apply to the elections in the corresponding Section of this Article 2, and those elections have the same effective date as the corresponding Article. Each Section of this Article lists the default provisions which will apply if no election is made. If you accept the default(s), there is no need to complete the Section. There are no elective provisions which apply to Article 3 or Articles 11 through 16. The following are the defaults and a summary of the Articles for which there are no elections.

• Article 3. Permits retroactive safe harbor 401(k) amendments (to appear in separate document). Eliminates requirement of safe harbor notice for safe harbor nonelective.

• Article 4. QBADs are not permitted.

• Article 5. Distributions of RMDs will not begin before a Participant turns 72.

• Article 6. The Plan will apply its RMD provisions with respect to the 5-year rule in administering the 10-year rule.

• Article 7. RMDs subject to 5-Year Rule for participants who died from 2015 through 2019 are extended one year unless the beneficiary objects.

• Article 8. None of the optional elections with regard to LTPT Employees apply.

• Article 9. The QACA maximum automatic deferral is 10% of compensation.

• Article 10. The amendment does not modify the minimum age for in-service distributions.

• Article 11. Administrative policy can permit distributions of Discontinued Lifetime Income Investments.

• Article 12. Updated RMD tables and 2022 transition.

• Article 13. Permits retroactive plan adoption.

• Article 14. Difficulty of care payments are compensation for purposes of Code §415 only.

• Article 15. 403(b) plans can distribute custodial accounts on termination.

• Article 16. Deemed IRA accounts are not subject to maximum age.

Check (a) or (b).

(a) [x ] All defaults apply. Skip the rest of Article 2 and sign the amendment.

(b) [ ] One or more defaults do not apply. Complete those sections in Article 2 for which you do not accept the default; then sign the amendment.

2.4 Article 4 – Birth/Adoption Distributions. In the absence of an election below, Article 4 does NOT apply. To permit QBADs (Qualified Birth and Adoption Distributions), check (a). If QBADs are available, they apply to all accounts except as provided in Article 4 or in elections (b), (c), (d), or (e). (Select all that apply.)

(a) [ ] Article 4 applies effective January 1, 2020, unless a different date is selected in (1) below.

(1) [ ] _________________. (Enter date after December 31, 2019.)

(b) [ ] QBADs may only be made from accounts in which the Participant is fully vested.

(1) [ ] Pre-Tax Elective Deferrals

(2) [ ] Roth Elective Deferrals

(3) [ ] Employer matching contributions (including safe harbor contributions and QMACs)

(4) [ ] Employer nonelective contributions (including safe harbor contributions and QNECs)

(5) [ ] Rollover contributions

(6) [ ] After-tax employee contributions

(7) [ ] Transferred accounts

(8) [ ] Describe: _____________________________ (must be definitely determinable and not

subject to discretion)

(d) [ ] QBADs are not available if the Participant has severed employment.

(e) [ ] Describe additional limitations: ___________________________________________________

(must be definitely determinable and not subject to discretion)

2.5 Article 5 – RMD Timing. Unless Section 2.5(a) is selected, distribution of RMDs will begin for Affected Participants no sooner than April 1 of the calendar year following the year the Participant attains age 72.

(a) [ ] Distribution of RMDs to Affected Participants will NOT be delayed on account of this Amendment (i.e., distributions will generally commence no later than April 1 of the calendar year following the year the Affected Participant attains age 70½), in accordance with Section 5.5. This election is effective for distributions after December 31, 2019, except as specified below (Optional: select either or both of (1) or (2)):

(1) [ ] Section 5.5 is effective for distributions after _____________ and prior to the earlier of January 1, 2022 or the date entered in 2.5(a)(2). (Enter date on or after December 31, 2019.)

(2) [ ] Section 5.5 is repealed for distributions after ____________ (enter date on or after the date entered in 2.5(a)(1) and before January 1, 2022), subject to the anti-cutback rule of Code §411(d)(6) to the extent applicable.

2.6 Article 6 – 10-Year Rule for Beneficiary RMDs. RMDs to an Eligible Designated Beneficiary of a Participant who dies prior to the Participant’s RBD will be made as elected below. In the absence of an election in Section 2.6, the Plan’s provisions about Beneficiary elections with regard to the 5-Year Rule will apply, substituting the 10-Year Rule for the 5-Year Rule.

(a) [ ] Beneficiary election. The Eligible Designated Beneficiary may elect application of the 10-Year Rule or the Life Expectancy rule. If the Beneficiary does not make a timely election (Select one of (1) or (2)):

(1) [ ] 10-year rule. The 10-year rule applies to the Eligible Designated Beneficiary.

(2) [ ] Life Expectancy Rule. The Life Expectancy rule applies to the Eligible Designated Beneficiary.

(b) [ ] 10-year rule. The 10-year rule applies to the Eligible Designated Beneficiary.

(d) [ ] Shorter Period. The entire interest of the Eligible Designated Beneficiary will be distributed no later than December 31 of the ______ (enter a number of years, not exceeding “tenth”) year following the year of the Participant’s death.

(e) [ ] Other: (Describe, e.g., the 10-Year Rule applies to all Beneficiaries other than a surviving spouse Beneficiary.) ___________________________________________________________________

2.7 Article 7 - CARES RMD Waivers; 5-Year Rule. Unless the Employer elects otherwise below, beneficiaries of Applicable Participant Accounts will have the option to extend distribution under the 5-Year Rule by one year, and in the absence of a beneficiary election the extension will apply.

(a) [ ] No extension without request. The provisions of Section 7.2 apply but in the absence of a beneficiary election the extension will NOT apply.

(b) [ ] Not Apply. Article 7 will NOT apply to this Plan.

2.8 Article 8 – LTPT Employees. The Employer makes the following optional elections with regard to LTPT Employees. (Select all that apply.)

(a) [ ] An LTPT Employee, in addition to being eligible to defer will also be treated as a Regular Participant for purposes of (check any or all that apply):

(1) [ ] Receiving an allocation of the safe harbor contributions (including QACA).

(2) [ ] Receiving an allocation of Employer matching contributions

(3) [ ] Receiving an allocation of Employer nonelective contributions.

(2) [ ] Making after-tax Employee voluntary contributions.

(3) [ ] Making rollover contributions.

(4) [ ] Making deemed IRA contributions described in Code §408(q).

(b) [ ] The following provisions which apply to Regular Participants do not apply to LTPT Employees (check any or all that do not apply to LTPT Employees):

(1) [ ] The ability to make Roth elective deferrals.

(2) [ ] Automatic deferral provisions.

(3) [ ] Automatic escalation provisions.

(c) [ ] Instead of being the first day of the first month and the seventh month of the Plan Year, the LTPT Entry Date is (select one):

(1) [ ] The same as the entry date which applies to Elective Deferrals of Regular Participants.

(2) [ ] Describe: ________________________________________________

(d) [ ] In addition to Union Employees and Nonresident Aliens, the following Employees are LTPT Excluded Employees (check all that apply; see the instructions):

(1) [ ] Employees described in a category of employees that would be excluded from the Plan even if they satisfied the minimum age and service requirements which apply to Employees generally.

(2) [ ] Describe: _____________________________________________________________.

(e) [ ] Instead of age 21, the LTPT Minimum Age is (select one):

(1) [ ] Waived.

(2) [ ] The same minimum age that applies to Regular Participants.

(3) [ ] Age _______ (Cannot exceed age 21).

2.9 Article 9 – QACA Maximum Automatic Deferrals. In the absence of an election below, Article 9 does NOT apply and automatic deferrals under a QACA shall not exceed 10% of a Participant’s Compensation. To permit automatic deferrals of up to 15% of compensation, complete (a) below and (b) if applicable..

(a) [ ] Article 9 applies effective on or after the first day of the first plan year beginning after December 31, 2019, unless a different date is selected in (1) below.

(1) [ ] _________________. (Enter date on or after the first day of the first plan year beginning

after December 31, 2019.)

(b) [ ] The following modified QACA statutory schedule will apply (the limitations in the parentheses below only applies to QACAs): (Select and complete one of (1), (2), or (3) below. The resulting schedule must satisfy Code §401(k)(13)(C)(iii)):

(1) [ ] Detailed Schedule. The following modified QACA statutory schedule will apply. NOTE: Plan Years 1 & 2 must be between 3% and 10%. 3-14 may not exceed 15%

Plan Year of application to a Participant	Automatic Deferral Percentage
1	% (not less than 3 and not more than 10)
2	% (not less than 3 and not more than 10)
3	% (not less than 4 and not more than 15)
4	% (not less than 5 and not more than 15)
5	% (not less than 6 and not more than 15)
6	% (not less than 6 and not more than 15)
7	% (not less than 6 and not more than 15)
8	% (not less than 6 and not more than 15)
9	% (not less than 6 and not more than 15)
10	% (not less than 6 and not more than 15)
11	% (not less than 6 and not more than 15)
12	% (not less than 6 and not more than 15)
13	% (not less than 6 and not more than 15)
14 and thereafter	% (not less than 6 and not more than 15)

(2) [ ] Fixed Increase.

a. First plan year of application to a participant: ____ (not less than 3 and not more than 10)

b. Second plan year of application to a participant: ____ (not less than 3 and not more than 10)

c. In subsequent plan years the automatic deferral percentage will increase by ___% per year up to a maximum of ____% (not more than 15) of Compensation

(3) [ ] Describe: __________________________________________________

2.10 Article 10 – In-Service Distributions. In the absence of an election below, Article 10 does NOT apply. To permit in-service distributions at age 59½ for pension plans and governmental 457(b) plans, check (a) Check (b) to specify an age greater than 59 ½. If Article 10 applies, it applies to all Accounts except as limited in Article 10.

(a) [ ] Article 10 applies effective on or after the first day of the first plan year beginning after December 31, 2019, unless a different date is selected in (1) below.

(1) [ ] _________________. (Enter date on or after the first day of the first plan year beginning

after December 31, 2019.)

(b) [ ] Age at which in-service distributions are permitted ___________ (Enter age greater than 59½.)

ARTICLE 3

ADP SAFE HARBOR NONELECTIVE PLANS – SECURE §103

3.1 Application. This Article 3 will apply only if the Plan is a 401(k) or a 403(b) Plan. It is effective for Plan Years beginning after December 31, 2019.

3.2 No need for safe harbor notice. If the Employer makes a Safe Harbor Nonelective Contribution, then the Plan can use the ADP Safe Harbor, whether or not Participants receive a Safe Harbor Notice, and the Plan Administrator is not required to provide a Safe Harbor Notice. However, the Plan is required to provide a Safe Harbor Notice if the plan utilizes the ACP safe harbor described in Code §401(m)(11) or (12), unless the plan is a QACA.

3.3 Retroactive adoption. Unless the Plan at any time during the Plan Year is a Safe Harbor Match Plan, then the Employer may amend the Plan at any time within twelve months after the end of the Plan Year to provide

(A) that the Employer will make a Safe Harbor Nonelective Contribution for the entire Plan Year, (B) that the Plan qualifies for the ADP Safe Harbor for the Plan Year, and (C) that the Plan will not be required to perform the ADP Test for the Plan Year. However, if the Employer adopts the amendment on or after the 30th day before the close of the Plan Year, the Safe Harbor Nonelective Contribution must be at least 4% of the Participant’s Compensation.

3.4 Definitions. The following terms have the meaning set forth in this paragraph as more fully provided in the plan terms pertaining to the related subject matter.

(a) A “Safe Harbor Nonelective Contribution” means a contribution described in Code §401(k)(12)(C) or Code §401(k)(13)(D)(i)(II) of at least 3% of Compensation.

(b) The “ADP Test” means the test provided in Code §401(k)(3)(ii).

(d) A “Safe Harbor Match Plan” is a Plan which provided during the Plan Year that Participants would receive a matching contribution described in Treas. Reg. §1.401(k)-3(c) or Treas. Reg. §1.401(k)-3(k)(2).

(e) A “Safe Harbor Notice” is a notice described in Code §401(k)(12)(D) or Code §401(k)(13)(E).

(f) A “QACA” is a Qualified Automatic Contribution Arrangement described in Code §401(k)(13).

ARTICLE 4

BIRTH/ADOPTION DISTRIBUTIONS – SECURE Act §113

4.1 Application. This Article 4 will apply only if (1) the Plan is a Defined Contribution Plan, a 403(b) Plan, or a Governmental 457(b) Plan, and (2) the Employer elects in Section 2.4(a) for this Article 4 to apply, effective on the date specified in Section 2.4(a).

4.2 Distribution Authorized. Except as limited by Section 2.4 (b), (c), (e), a Participant may request a distribution of up to $5,000 (per child or Eligible Adoptee) as a QBAD. The Participant may request the distribution whether or not the Participant has severed employment unless Section 2.4(d) is selected. This $5,000 limit shall be reduced by QBADs to the Participant made with respect to the same child or Eligible Adoptee by other plans maintained by the Employer or a related employer described in Code §414(b), (c), (m), or (o). However, if the Plan is a Money Purchase Pension Plan (or the account from which the distribution is withdrawn was transferred from a Money Purchase Pension Plan), and the Participant has not separated from service, the Participant may not take a QBAD prior to attaining the earlier of Normal Retirement Age or age 59½. The Plan Administrator may adopt a policy imposing frequency limitations or other reasonable administrative conditions for QBADs.

4.3 Definitions. The following definitions apply for this Article 4 and Section 2.4:

(a) A “QBAD” is a Qualified Birth or Adoption Distribution described in Code §72(t)(2)(H)(iii). A QBAD must be made during the 1-year period beginning on the date on which a child of the Participant is born or on which the legal adoption of an Eligible Adoptee by the Participant is finalized.

(b) An “Eligible Adoptee” is an individual, other than a child of the Participant’s spouse, who has not attained age 18 or is physically or mentally incapable of self-support. An individual is considered physically or mentally incapable of self-support if that individual is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or to be of long-continued and indefinite duration. This provision shall be applied in a manner consistent with Part D of IRS Notice 2020-68.

4.4 Rollover. A Participant who received one or more QBADs from this Plan may, if the Plan then permits the Participant to make rollover contributions, make one or more contributions in an aggregate amount not to

exceed the amount of such QBADs. The Plan will treat such a contribution as a rollover contribution made by direct trustee-to-trustee transfer within 60 days of distribution.

4.5 Reliance. The Plan Administrator may rely on an individual’s reasonable representation that the individual is eligible to receive a QBAD unless the Plan Administrator has actual knowledge to the contrary.

4.6 Status. A QBAD is not an eligible rollover distribution for purpose of the obligation to permit a direct rollover under Code §401(a)(31), the notice requirement of Code §402(f), or the mandatory withholding rules of Code §3405(c)(1).

ARTICLE 5

REQUIRED BEGINNING DATE – SECURE Act §114

5.1 Application. This Article 5 will apply to all plans, regardless of type. It is effective with regard to RMDs required to be made after December 31, 2019.

5.2 Delay of Required Beginning Date. An Affected Participant’s RBD shall not be earlier than April 1 of the calendar year following the year the Affected Participant attains age 72. For purposes of determining an Affected Participant’s RBD, an Affected Participant will be treated as a more than 5% owner if the Participant was a 5-percent owner (as defined in Code §416(i)(1)(B)) as to the Plan Year ending in the calendar year the Participant attains age 72.

5.3 Spousal Distributions. If an Affected Participant dies prior to the Participant’s RBD, and the Participant’s sole Designated Beneficiary is the Participant’s surviving spouse, then the RMDs to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 72, if later. However, this Section will apply only if the Plan, prior to this Amendment, permitted a surviving spouse to delay RMD distributions to December 31 of the calendar year in which the Participant would have attained age 70½.

5.4 Definitions. The following definitions apply for this Article 5 and Section 2.5:

(a) A Participant is an “Affected Participant” if the Participant was born after June 30, 1949.

(b) An “RMD” is a Required Minimum Distribution as described in Code §401(a)(9).

(c) A Participant’s “RBD” is the Participant’s Required Beginning Date as described in Code §401(a)(9)(C), as amplified by Section 5.2.

5.5 Optional Distribution Timing. If the Employer elects in Section 2.5(a) for this Section 5.5 to apply, the timing and form of distributions to an Affected Participant will be determined as though this Article 5 had not been adopted. Distributions pursuant to this paragraph, which are not RMDs, will be treated as eligible rollover distributions for purposes of the direct rollover provisions of Code §401(a)(31). This Section 5.5 will no longer be effective for distributions after December 31, 2021, or, if earlier, the date specified in Section 2.5(a)(2).

ARTICLE 6

BENEFICIARY RMDS – SECURE Act §401

6.1 Application. This Article 6 will apply to all plans other than Defined Benefit Plans. This Article will not apply to qualified annuities described in SECURE Act §401(b)(4)(B).

6.2 Effective Date. Except as provided in Section 6.4, Article 6 will apply to Participants who die on or after the Effective Date of this Article. Generally, the Effective Date of this Article is January 1, 2020. In the case of a governmental plan (as defined in Code §414(d)), the Effective Date of this Article is January 1, 2022. The Effective Date of this Article 6 in the case of a collectively-bargained plan will be the date determined in

SECURE Act §401(b)(2). See Section 6.5 regarding the limited application of this Article to certain accounts of Participants who died before the Effective Date of this Article.

6.3 Death before RBD. If the Participant dies before the Participant’s RBD, the Plan will distribute or commence distribution of the Participant’s Vested Accrued Benefit not later than as follows:

(a) No Designated Beneficiary If there is no Designated Beneficiary as of September 30 of the year following the calendar year of the Participant's death, the Beneficiary's entire interest will be distributed under the 5-Year Rule.

(b) Eligible Designated Beneficiary. If the distributee of a Participant’s account is an Eligible Designated Beneficiary, the Beneficiary’s entire interest will be distributed under the Life Expectancy Rule unless the 10-Year Rule applies. The Employer may elect application of the Life Expectancy rule or the 10-Year Rule in Section 2.6. In the absence of an election in Section 2.6, the Plan’s provisions with regard to election of the 5-Year Rule will apply, substituting the 10-Year Rule for the 5-Year Rule. A permitted Beneficiary election must be made no later than the earlier of December 31 of the calendar year in which distribution would be required to begin under the Life Expectancy Rule, or by December 31 of the calendar year which contains the tenth anniversary of the Participant's (or, if applicable, surviving spouse's) death.

(c) Other Designated Beneficiaries. If the distributee of the Participant’s account is a Designated Beneficiary who is not an Eligible Designated Beneficiary, then the Beneficiary’s entire interest will be distributed under the 10-Year Rule.

(d) 10-Year Rule. If distribution of a deceased Participant’s account thereof is subject to the “10-Year Rule,” then the Plan will distribute the account in full no later than December 31 of the tenth year following the year of the Participant’s death. No RMDs are required to be distributed from the account prior to that date.

6.4 Death after RBD. If the Participant dies on or after the Participant’s RBD, the Participant’s remaining interest will be distributed at least as rapidly as under the method of distribution being used as of the date of the participant's death, as provided, and determined under Treas. Reg. §1.401(a)(9)-2, Q&A 5, using the Life Expectancy Rule. If the Beneficiary is not an Eligible Designated Beneficiary, the Plan will distribute the remaining account in full no later than December 31 of the tenth year following the year of the Participant’s death.

6.5 Beneficiary Death. If an Eligible Designated Beneficiary receiving distributions under the Life Expectancy Rule dies before receiving distribution of the Beneficiary’s entire interest in the Participant’s account, the Plan will distribute that interest in full no later than December 31 of the 10th year following the year of the Eligible Designated Beneficiary’s death. Similarly, if a Participant died before the Effective Date of this Article 6, and the beneficiary died after such Effective Date, but prior to receiving full distribution of the beneficiary’s interest, the Plan will distribute that interest in full no later than December 31 of the tenth year following the year of the beneficiary’s death.

6.6 Age of Majority. If a child of the Participant was receiving distributions under the Life Expectancy rule, when the child reaches the age of Majority, the Plan will distribute the child’s account in full no later than 10 years after that date, provided the child is not otherwise an Eligible Designated Beneficiary, such as a disabled or chronically ill individual.

6.7 Definitions; operating rules. The following definitions and operating rules apply for this Article 6 and Section 2.6:

(a) An “RMD” is a Required Minimum Distribution as described in Code §401(a)(9).

(b) A Participant’s “RBD” is the Participant’s Required Beginning Date as described in Code §401(a)(9)(C) and the Plan. Also see Section 5.2.

(c) A distributee of a Participant’s account is a “Designated Beneficiary” if the distributee is an individual or trust who is a beneficiary of the account (whether pursuant to a designation by the Participant or application of the Plan terms) and who is a designated beneficiary under Code §401(a)(9) and Treas. Reg. §1.401(a)(9)-4, Q&As-4 and -5.

(d) An individual is an “Eligible Designated Beneficiary” of a Participant if the individual qualifies as a Designated Beneficiary and is (1) the Participant’s spouse, (2) the Participant’s child who has not reached the age of Majority, (3) an individual not more than 10 years younger than the Participant, (4) a disabled individual, as defined in Code §72(m)(7), or (5) an individual who has been certified to be chronically ill (as defined in Code §7702B(c)(2)) for a reasonably lengthy period, or indefinitely. Certain trusts may be treated as Eligible Designated Beneficiaries pursuant to Code §401(a)(9)(H)(iv) and (v).

(e) Whether a child has reached the age of “Majority” is determined under Code §401(a)(9)(F) and applicable regulations and guidance issued thereunder.

(f) The “Life Expectancy Rule” for distributing RMDs is described in Code §401(a)(9)(B)(iii) and is further described in the Plan.

(g) The “5-Year Rule” for distributing RMDs is described in Code §401(a)(9)(B)(ii) and is further described in the Plan.

(h) The “10-Year Rule” is described in Section 6.3(d).

(i) Shorter period. Section 2.6 may specify a shorter period to be used in place of the tenth year after the death of a Participant or Beneficiary.

(j) Separate share rule. All references in this Article to a Participant’s Account and a Beneficiary’s interest in that account will be applied separately to each separate account determined under Treas. Reg. §1.401(a)(9)-8, Q&A 2 and 3, and Code §401(a)(9)(H)(iv).

ARTICLE 7

EXTENSION OF 5-YEAR RULE FOR RMDS – CARES §2203

7.1 Application. This Article 7 will apply only to Defined Contribution plans, including 401(k) Plans, Profit-Sharing Plans, Money Purchase Pension Plans, 403(b) Plans, and 457(b) Plans sponsored by governmental employers. It does not apply to Defined Benefit Plans or to 457(b) Plans sponsored by tax-exempt employers. It does not apply if the Employer has selected Section 2.7(b); otherwise, it is effective January 1, 2020.

7.2 Waiver; default provision. The beneficiary of an Applicable Participant Account will have the option to extend the deadline to distribute the account for one year. The default in the absence of a beneficiary election will be to extend the distribution, unless the Employer elects in Section 2.7(a) for the default to be not to extend unless the beneficiary requests it.

7.3 Definitions. The following definitions apply for this Article 7 and Section 2.7:

(a) “RMDs” means required minimum distributions described in Code §401(a)(9).

(b) The “5-Year Rule” for distributing RMDs is described in Code §401(a)(9)(B)(ii) and is further described in the Plan.

(c) “Applicable Participant Account” means the remaining account of a Participant who died during the years 2015-2019, to the extent the account is subject to the 5-Year Rule.

ARTICLE 8

LONG-TERM PART-TIME EMPLOYEES – SECURE §112

8.1 Application. This Article 8 will apply only if the Plan is a 401(k) Plan that permits elective deferrals. It is effective for Plan Years beginning after December 31, 2020.

8.2 LTPT Employee Deferrals. An LTPT Employee will be eligible to make Elective Deferrals to the Plan. An LTPT Employee enters the Elective Deferral portion of the Plan on the Employee’s LTPT Entry Date if the Employee is still an LTPT Employee on that Entry Date. The provisions of the Plan relating to rehired employees, breaks in service, and change in status will apply to LTPT Employees.

8.3 Limited Participation. An LTPT Employee who is eligible to make Elective Deferrals under Section 8.2 will be a Participant solely with regard to Elective Deferrals and related Account Balances. Except as otherwise provided in Section 2.8(a), an LTPT Employee will not be eligible (1) to receive any employer contributions, including top-heavy minimum allocations and safe harbor contributions, (2) to make after-tax Employee voluntary contributions, (3) to make rollover contributions (unless otherwise permitted under the Plan’s administrative policies related to rollover contributions), or (4) to make deemed IRA contributions described in Code §408(q).

8.4 Satisfaction of Eligibility Conditions. If and when an LTPT Employee becomes a Regular Participant, the individual will no longer be an LTPT Employee, but will instead participate in the Plan in the same manner as other Regular Participants, except as provided in Section 8.5.

8.5 Vesting. For purposes of applying any vesting schedule in the Plan applicable to Employer contributions other than elective deferrals, an LTPT Employee or a Regular Participant who was previously an LTPT Employee (1) will be credited with a Year of Service for each vesting computation period during which the Employee was credited with more than 500 Hours of Service (or such lower requirement as may apply to Regular Participants) in such period, and (2) will not be credited with a break in service for any vesting computation period unless the Employee has no more than 500 Hours of Service in such period. The Plan Administrator may optionally apply any simplified method of determining years of service under this Section announced by the IRS.

8.6 Testing. Pursuant to Code §401(k)(15)(i)(II), the Plan Administrator may elect to exclude LTPT Employees from coverage testing under Code §410(b), the ADP test of Code §401(k)(3), the ACP test of Code §401(m)(2), and other nondiscrimination testing under Code §401(a)(4).

8.7 Application of Elective Deferral Provisions. Except as otherwise provided in Section 2.8(b), all provisions of the Plan related to Elective Deferrals which apply to Regular Participants also apply to LTPT Employees who are eligible to defer, including as applicable (1) eligibility to make Roth deferrals, (2) automatic enrollment provisions, (3) automatic escalation provisions.

8.8 Definitions. The following definitions apply for this Article 8 and Section 2.8:

(a) An “LTPT Employee” means a long-term part-time employee described in Code §§401(k)(2)(D) and 401(k)(15). Specifically, an LTPT Employee is an Employee, other than an LTPT Excluded Employee, who has not entered the Plan as a Regular Participant, but who is credited with at least three (3) consecutive Eligibility Computation Periods beginning after December 31, 2020 with at least 500 Hours of Service in each and who has attained the LTPT Minimum Age.

(b) With regard to an LTPT Employee, the “LTPT Entry Date,” unless otherwise specified in Section 2.8(c), is the earlier of the first day of the first month or the seventh month of the Plan Year immediately following or coincident with the date an Employee becomes an LTPT Employee. In no event will the LTPT Entry Date exceed the maximum delay in participation specified in Code §410(a)(4).

(c) An “LTPT Excluded Employee” refers to a Union Employee or a Nonresident Alien and those individuals described in Section 2.8(d). However, in no event will an Employee be an LTPT Excluded

Employee merely because the Employee failed to satisfy a service condition, or is a part-time, seasonal, or temporary employee. In no event will an Employee be an LTPT Excluded Employee to the extent such an exclusion is not permitted under applicable IRS guidance.

(d) The “LTPT Minimum Age” is 21 unless Section 2.8(e) specifies a different age (or waives the LTPT Minimum Age). The LTPT Minimum Age shall not exceed 21.

(e) An Employee is a “Regular Participant” if the Employee has satisfied all conditions to enter the Plan (or any portion thereof) determined without regard to this Article 8, including those relating to the Employee’s entry date. An LTPT Employee becomes a Regular Participant on such entry date.

(f) A “Union Employee” is an employee described in Code §410(b)(3)(A).

(g) A “Nonresident Alien” is an employee described in Code §410(b)(3)(C).

ARTICLE 9

QACA MAXIMUM AUTOMATIC DEFERRAL – SECURE §102

9.1 Application. This Article 9 will apply only if (1) the Plan is a 401(k) Plan or a 403(b) Plan, and (2) the Employer elects in Section 2.9 for this Article 9 to apply, effective on the date specified in Section 2.9(a).

9.2 Higher Maximum Contribution. If the Plan includes a QACA, then the automatic deferral percentage which applies to a Participant (referred to as the “qualified percentage” in Treas. Reg. §1.401(k)-12(j)(2)) shall not exceed 10% of the Participant’s Compensation during the Initial Period and shall not exceed 15% of the Participant’s Compensation after the Initial Period.

9.3 Validation; Policy. If the Employer amends or has amended the plan (effective for a Plan Year beginning on or after the effective date specified in Section 2.9) to provide for an automatic deferral percentage which does not exceed the limitations of Section 9.2, the amendment is valid notwithstanding any limitations contained in any provision of the Plan which would limit the automatic deferral percentage to 10%. The Plan Administrator may adopt a reasonable, uniform policy in applying the increased limit provided by this Article 9 to QACA automatic escalation provisions in effect prior to the effective date of the Article.

9.4 Definitions. The following definitions apply for this Article 9 and Section 2.9:

(a) “QACA” means a Qualified Automatic Contribution Arrangement described in Code §401(k)(13).

(b) The “Initial Period” for a Participant begins when the Participant first has contributions made pursuant to a default election under the QACA for a Plan Year and ends on the last day of the following Plan Year.

ARTICLE 10

IN-SERVICE PENSION DISTRIBUTIONS – BAMA §104

10.1 Application. This Article 10 will apply only if (1) the Plan is a Money Purchase Pension Plan, a Defined Benefit Plan, or a Governmental 457(b) Plan, or, as described in Section 10.3, a 401(k) or Profit-Sharing Plan, and (2) the Employer elects in Section 2.10 for this Article 10 to apply, effective on the date specified in Section 2.10(a).

10.2 Distribution at 59½. A Participant can take an in-service distribution at age 59½, or, if later, the age (if any) specified in Section 2.10(b). Such a distribution will be limited to the vested portion of the Participant’s accrued benefit or account and will be subject to all Plan provisions related to in-service distributions. If the Plan is a Governmental 457(b) Plan, the Plan can operationally permit distributions as early as January 1 of the calendar year the Participant attains 59½ (or such later age).

10.3 Limited application to Profit-Sharing Plans. If the Employer elects in Section 2.10 for this Article 10 to apply, this Article 10 will apply to an account in a 401(k) Plan or a Profit-Sharing Plan which holds assets transferred from a Money Purchase Pension Plan or a Defined Benefit Plan.

ARTICLE 11

DISTRIBUTIONS OF DISCONTINUED LIFETIME INCOME INVESTMENTS – SECURE §109

11.1 Application. This Article 11 will apply only if (1) the Plan is a Defined Contribution Plan, a 403(b) Plan, or a Governmental 457(b) Plan. It is effective for Plan Years beginning after December 31, 2019.

11.2 Distributions authorized. The Plan Administrator may authorize Participants to request, and as soon as practical after a Participant makes a request the request the Plan will make, a distribution of a Discontinued Lifetime Income Investment. Distribution under this Article is limited to the 90-day period prior to the date on which the Lifetime Income Investment is no longer authorized to be held as an investment option under the Plan. Such distribution will be in the form of a Qualified Distribution, or in the form of a Qualified Plan Distribution Annuity Contract, as determined by the Plan Administrator. The Plan Administrator will administer this section in a reasonable, nondiscriminatory manner, and may authorize distributions of some Discontinued Lifetime Income Investments and not others.

11.3 Definitions. The terms “Lifetime Income Investment,” “Qualified Distribution” and “Qualified Plan Distribution Annuity Contract” have the meanings set forth in Code §401(a)(38)(B). A “Discontinued Lifetime Income Investment” is a Lifetime Income Investment which will no longer be authorized to be held as an investment option under the Plan.

ARTICLE 12

UPDATED LIFE EXPECTANCY TABLES – TREAS. REG. §1.401(a)(9)-9

12.1 Application. This Article 12 will apply to all plans and is effective for distribution calendar years beginning on or after January 1, 2022.

12.2 New RMD Tables. Any Plan reference to the life expectancy tables detailed in Treas. Reg. §1.401(a)(9), such as the Uniform Life Table, the Single Life Table, or the Joint and Last Survivor Table, refers to these tables as published in Treas. Reg. §1.401(a)(9)-9 from time to time, and is subject to adjustment as described in Treas. Reg. §1.401(a)(9)-9(f).

ARTICLE 13

ADOPTION OF PLAN AFTER YEAR END – SECURE §201

13.1 Application. This Article 13 will apply only if the Plan is a Qualified Plan. It is effective for Plan Years beginning after December 31, 2019.

13.2 Retroactive Plan Adoption. If the Employer adopted the underlying Plan to which this Amendment relates after the close of a taxable year, but prior to the due date (including extensions) of the Employer’s federal income tax return for that taxable year, the Plan is treated as having been adopted as of the last day of the taxable year if the Plan’s initial effective date is any date within that taxable year. However, no Participant may make elective deferrals to the Plan prior to the date it was adopted.

ARTICLE 14

DIFFICULTY OF CARE PAYMENTS – SECURE §116

14.1 Application. This Article 14 will apply only if the Plan is a Defined Contribution Plan or a 403(b) Plan. It is effective for Plan Years beginning after December 31, 2015.

14.2 Inclusion in 415 Compensation. The amount of a Participant’s Compensation for purposes of determining the annual addition limit under Code §415(c)(1)(B) is increased by the amount of Difficulty of Care Payments the Employer makes to the Participant.

14.3 Definition. A “Difficulty of Care Payment” is a payment described in Code §131(c)(1) made in connection with qualified foster individuals.

ARTICLE 15

403(b) TERMINATION DISTRIBUTIONS – SECURE §110

15.1 Application. This Article 15 will apply only if the Plan is a 403(b) Plan. It is effective January 1, 2009.

15.2 Custodial Accounts. In connection with distributions upon termination of the Plan, the Plan may treat the delivery of a custodial account as a distribution, pursuant to Rev. Rul. 2020-83.

ARTICLE 16

REPEAL OF DEEMED IRA MAXIMUM AGE – SECURE §107

16.1 Application. This Article 16 will apply only if the Plan permits deemed IRA contributions (sometimes called “designated IRA” contributions) described in Code §408(q). It is effective January 1, 2020.

16.2 No Maximum Age. To the extent the Plan otherwise permits a Participant to make deemed IRA contributions, the Participant may make such contributions regardless of whether the Participant has attained age 70½ or any other age.

This Amendment has been executed this 28th day of July, 2022

Name of Employer: BancFirst Corporation

By: /s/ Randy Foraker, EVP & Secretary

EX-10.12

Exhibit 10.14

ADOPTION AGREEMENT FOR

McAfee & Taft A Professional Corporation

NON-STAnDARDIZED

EMPLOYEE STOCK OWNERSHIP (ESOP)

PRE-APPROVED PLAN

CAUTION: Failure to properly fill out this Adoption Agreement may result in disqualification of the Plan.

EMPLOYER INFORMATION

(An amendment to the Adoption Agreement is not needed solely to reflect a change in this Employer Information Section.)

EMPLOYER'S NAME, ADDRESS, TELEPHONE NUMBER, TIN AND FISCAL YEAR

Name:	BancFirst Corporation
Address:	100 North Broadway
	Street
Oklahoma City	Oklahoma	73102
---	---	---
City	State	Zip
Telephone:	405-270-4779
---	---
Taxpayer Identification Number (TIN):	73-1221379
---	---
Employer's Fiscal Year ends:	December 31

TYPE OF ENTITY

a. [X] Subchapter C Corporation (hereinafter referred to as a C Corporation)

b. [ ] Subchapter S Corporation (hereinafter referred to as an S Corporation)

AFFILIATED EMPLOYERS/PARTICIPATING EMPLOYERS (Plan Sections 1.7 and 1.63). Is the Employer an Affiliated Employer (i.e., a member of a controlled group or an affiliated service group (within the meaning of Code §414(b), (c), (m) or (o)))? (While a partnership or a joint venture is not eligible to maintain an ESOP, a partnership or a joint venture that has elected to be taxed as a corporation may be a Participating Employer.)

a. [ ] No

b. [X] Yes, the Employer is a member of (select one or both of 1. ‑ 2. AND select one of 3. ‑ 4. below):

[X] A controlled group
[ ] An affiliated service group

AND, will any of the Affiliated Employers adopt the Plan as Participating Employers?

[X] Yes (Complete a participation agreement for each Participating Employer.)
[ ] No (The Plan could fail to satisfy the Code §410(b) coverage rules.)

PLAN INFORMATION

(An amendment to the Adoption Agreement is not needed solely to reflect a change in the information in Questions 9 through 10.)

PLAN NAME:

BancFirst Corporation Employee Stock Ownership Plan

PLAN STATUS

a. [ ] New Plan

b. [X] Amendment and restatement of existing Plan

CYCLE 3 RESTATEMENT (leave blank if not applicable)

[X] This is an amendment and restatement to bring a plan into compliance with the legislative and regulatory changes set forth in IRS Notice 2017-37 (i.e., the 6‑year pre‑approved plan restatement cycle).
EFFECTIVE DATE (Plan Section 1.24) (complete a. if new plan; complete a. AND b. if an amendment and restatement)

Initial Effective Date of Plan (except for restatements, cannot be earlier than the first day of the current Plan Year)

a. December 21, 2006 (enter month day, year) (hereinafter called the "Effective Date" unless 6.b. is entered below) NOTE: If the Effective Date of deferrals in the Plan is a different date than what is provided in this Section 6.a., Section 25.D.i. must also be completed. The Effective Date of 25.D.i. must be concurrent with or after the Effective Date in 6.a.)

Restatement Effective Date. If this is an amendment and restatement, the effective date of the restatement (hereinafter called the "Effective Date") is:

b. January 1, 2022 (enter month day, year; NOTE: The restatement date may not be prior to the first day of the current Plan Year. Plan contains appropriate retroactive effective dates with respect to provisions for appropriate laws.)

PLAN YEAR (Plan Section 1.67) means, except as otherwise provided in d. below:

a. [X] the calendar year

b. [ ] the twelve‑month period ending on (e.g., June 30th)

c. [ ] other: (e.g., a 52/53 week year ending on the date nearest the last Friday in December).

SHORT PLAN YEAR (Plan Section 1.77). Select below if there is a Short Plan Year (if the effective date of participation is based on a Plan Year, then coordinate with Question 15) (leave blank if not applicable):

d. [ ] beginning on (enter month day, year; e.g., July 1, 2020)

and ending on (enter month day, year).

VALUATION DATE (Plan Section 1.88) means:

a. [ ] every day that the Trustee (or Insurer), any transfer agent appointed by the Trustee (or Insurer) or the Employer, and any stock exchange used by such agent are open for business (daily valuation)

b. [ ] the last day of each Plan Year

c. [ ] the last day of each Plan Year half (semi‑annual)

d. [ ] the last day of each Plan Year quarter

e. [X] other (specify day or days): each business day of the Plan Year (must be at least once each Plan Year)

The Valuation Date selected above is used for the valuation of Employer Stock unless selected below. (choose if applicable)

f. [ ] Regardless of the election above, Employer Stock is valued on each Plan Year on: (insert date; e.g., last day of the Plan Year)

NOTE: The Plan always permits interim valuations for all Plan assets.

PLAN NUMBER (3-digit number for Form 5500 reporting)

a. [ ] 001

b. [X] 002

c. [ ] Other:

ADMINISTRATOR'S NAME, ADDRESS AND TELEPHONE NUMBER

(If none is named, the Employer will be the Administrator (Plan Section 1.5).)

a. [ ] Employer (use Employer address and telephone number)

b. [X] The Committee appointed by the Employer (use Employer address and telephone number)

c. [ ] Other:

Name:
Address:
	Street
City	State	Zip
---	---	---
Telephone:
---

TYPE OF PLAN (NOTE: An Employer using this Adoption Agreement may not adopt profit-sharing and/or 401(k) features without also adopting the ESOP portion of the Plan.)

This Plan is an Employee Stock Ownership Plan (ESOP). The Plan is an ESOP, which is a Stock Bonus Plan that is designed to invest primarily in Employer Stock. The Plan is: (select one)

a. [X] Leveraged (the Exempt Loan provisions of the Plan apply)

b. [ ] Non-leveraged (the Exempt Loan provisions of the Plan do not apply)

AND, this Plan includes the following: (choose if applicable)

c. [ ] 401(k) provisions (herein the Plan will also be referred to as a 401(k) Plan)

CONTRIBUTION TYPES

The selections made below must correspond with the selections made under the Contributions and Allocations Section of this Adoption Agreement.

FROZEN PLAN OR CONTRIBUTIONS HAVE BEEN SUSPENDED (Plan Section 4.1(b)) (optional)

a. [ ] This is a frozen Plan (i.e., all contributions cease) (if this is a temporary suspension, select a.2):

[ ] All contributions ceased as of, or prior to, the effective date of this amendment and restatement and the prior Plan provisions are not reflected in this Adoption Agreement (may enter effective date at 3. below and/or select prior contributions at h. – n. below (optional), skip questions 13‑19 and 23‑33)
[ ] All contributions ceased or were suspended and the prior Plan provisions are reflected in this Adoption Agreement (must enter effective date at 3. below and select contributions at b. - g.)

Effective date

[ ] as of (effective date is optional unless a.2. has been selected above or this is the amendment or restatement to freeze the Plan).

CURRENT CONTRIBUTIONS

The Plan permits the following contributions (select one or more):

b. [ ] Elective Deferrals (Question 25). Also select below if Roth Elective Deferrals are permitted.

[ ] Roth Elective Deferrals (Plan Section 1.75)

a. [ ] Special Effective Date for Roth Elective Deferrals (choose if applicable) (select if Roth deferrals added in addition to and after Elective Deferrals)

c. [ ] 401(k) "ADP test safe harbor contributions" (Question 28)

[ ] 401(k) "ADP test safe harbor contributions" (other than QACA "ADP test safe harbor contributions") (Match, Nonelective)
[ ] QACA "ADP test safe harbor contributions"

d. [ ] Employer matching contributions (Question 29)

e. [X] Employer Nonelective contributions (includes Employer Stock Bonus contributions, and/or "prevailing wage contributions") (Questions 30‑31)

f. [ ] Rollover contributions (Question 43)

g. [ ] After‑tax voluntary Employee contributions (Question 44)

PRIOR CONTRIBUTIONS

The Plan used to permit, but no longer does, the following contributions (choose all that apply, if any):

h. [ ] Pre-tax Elective Deferrals

i. [ ] Roth Elective Deferrals

j. [ ] 401(k) "ADP test safe harbor contributions"

k. [ ] Employer matching contributions

l. [ ] Employer Nonelective contributions (includes Employer Stock Bonus, Money Purchase Pension Plan contributions)

m. [ ] Rollover contributions

n. [ ] After‑tax voluntary Employee contributions

ELIGIBILITY REQUIREMENTS

ELIGIBLE EMPLOYEES (Plan Section 1.27) means all Employees (including Leased Employees) EXCEPT those Employees who are excluded below or elsewhere in the Plan:

a. [ ] No excluded Employees. There are no additional excluded Employees under the Plan (skip to Question 14).

b. [X] Exclusions ‑ same for all contribution types. The following Employees are not Eligible Employees for all contribution types (select one or more of e. - p. below):

c. [ ] Exclusions ‑ different exclusions apply. The following Employees are not Eligible Employees for the designated contribution types (select one or more of d. - p. below; also select column 1. OR all that apply of columns 2. ‑ 4. for each exclusion selected at d. - n.) (may only be selected with 401(k) Plans):

NOTE: For 401(k) Plans - Unless otherwise specified in this Section, Elective Deferrals include Roth Elective Deferrals, after‑tax voluntary Employee contributions, and rollover contributions; Matching includes QMACs; and Nonelective includes QNECs. "ADP test safe harbor contributions" (SH) (including those made pursuant to a QACA) are subject to the exclusions for Elective Deferrals except as provided in Question 28.

	1.		2.	3.	4.
Exclusions	All Contributions		Elective Deferrals/SH	Matching	Nonelective
d. [ ] No exclusions	N/A		[ ]	[ ]	[ ]
e. [X] Union Employees (Plan Section 1.27(d))	[X]	OR	[ ]	[ ]	[ ]
f. [X] Nonresident aliens (Plan Section 1.27(e))	[X]	OR	[ ]	[ ]	[ ]
g. [ ] Highly Compensated Employees (Plan Section 1.43)	[ ]	OR	[ ]	[ ]	[ ]
h. [X] Leased Employees (Plan Sections 1.27(g) and 1.51)	[X]	OR	[ ]	[ ]	[ ]
i. [ ] Residents of Puerto Rico	[ ]	OR	[ ]	[ ]	[ ]
j. [ ] Interns (Plan Section 1.27(h))	[ ]	OR	[ ]	[ ]	[ ]
k. [ ] Part‑time Employees (Plan Section 1.27(f)) A part‑time Employee is an Employee whose regularly scheduled service is less than Hours of Service in the relevant eligibility computation period. See Note below.	[ ]	OR	[ ]	[ ]	[ ]
l. [ ] Temporary Employees (Plan Section 1.27(f)) A temporary Employee is an Employee who is categorized as a temporary Employee on the Employer's payroll records. See Note below.	[ ]	OR	[ ]	[ ]	[ ]
m. [ ] Seasonal Employees (Plan Section 1.27(f)) A seasonal Employee is an Employee who is categorized as a seasonal Employee on the Employer's payroll records. See Note below.	[ ]	OR	[ ]	[ ]	[ ]
n. [ ] Other: (must be definitely determinable, may not be based on age or length of service (except in a manner consistent with k. above) or level of Compensation, must be nondiscriminatory under Code §401(a)(4) and the regulations thereunder, and, if using the average benefits test to satisfy Code §410(b) coverage testing, must be a reasonable classification)	[ ]	OR	[ ]	[ ]	[ ]
o. [ ] Other: (must (1) specify contributions to which exclusions apply, (2) be definitely determinable and not based on age or length of service (except in a manner consistent with k., l., and m. above) or level of Compensation, (3) be nondiscriminatory under Code §401(a)(4) and the regulations thereunder, and (4) if using the average benefits test to satisfy Code §410(b) coverage testing, be a reasonable classification within the meaning of Regulation §1.410(b)-4(b)).
p. [ ] Code §410(b)(6)(C) inclusion. The Code §410(b)(6)(C) exclusion set forth in Plan Section 1.27 will not apply with respect to the following (such Employees must still satisfy any applicable eligibility conditions) (select one):
1. [ ] All Employees.<br><br>2. [ ] Only the following Employees (e.g., those who became Employees due to the acquisition of the assets of ABC Company)
NOTE: If option k. - m. (part-time, temporary and/or seasonal exclusions) is selected, then any such excluded Employee actually completes one (1) Year of Service, then such Employee will no longer be part of this excluded class. For this purpose, the Hours of Service method will be used for the one (1) Year of Service override regardless of any contrary selection at Question 17.

CONDITIONS OF ELIGIBILITY (Plan Section 3.1)

a. [ ] No age and service required. No age and service required for all contribution types (skip to Question 15).

b. [X] Eligibility ‑ same for all contribution types. An Eligible Employee will be eligible to participate in the Plan for all contribution types upon satisfaction of the following (select one or more of e. ‑ n. below):

c. [ ] Eligibility ‑ different conditions apply. An Eligible Employee will be eligible to participate in the Plan upon satisfaction of the following either for all contribution types or to the designated contribution type (select one or more of d. ‑ n. below; also select column 1. OR all that apply of columns 2. ‑ 4. for each condition selected at d. ‑ m.) (may only be selected with 401(k) Plans):

NOTE: For 401(k) Plans - Unless otherwise specified in this Section, Elective Deferrals include Roth Elective Deferrals, after‑tax voluntary Employee contributions, and rollover contributions (unless otherwise selected at Question 43); Matching includes QMACs; and Nonelective includes QNECs. "ADP test safe harbor contributions" (SH) (including those made pursuant to a QACA) are subject to the conditions for Elective Deferrals except as provided in Question 28.

	1.		2.	3.	4.
Eligibility Conditions	All Contributions		Elective Deferrals/SH	Matching	Nonelective
d. [ ] No age and service required	N/A		[ ]	[ ]	[ ]
e. [ ] Age 20 1/2	[ ]	OR	[ ]	[ ]	[ ]
f. [X] Age 21	[X]	OR	[ ]	[ ]	[ ]
g. [ ] Age (may not exceed 21)	[ ]	OR	[ ]	[ ]	[ ]
h. [ ] (not to exceed 12) months of service (elapsed time)	[ ]	OR	[ ]	[ ]	[ ]
i. [ ] 1 Year of Service	[ ]	OR	[ ]	[ ]	[ ]
j. [ ] 2 Years of Service	[ ]	OR	[ ]	[ ]	[ ]
k. [ ] (not to exceed 12) consecutive month period from the Eligible Employee's employment commencement date and during which at least (not to exceed 1,000) Hours of Service are completed. If an Eligible Employee does not complete the stated Hours of Service during the specified time period, the Employee is subject to the one (1) Year of Service requirement in i. above.	[ ]	OR	[ ]	[ ]	[ ]
l. [X] six (not to exceed 12) consecutive months of employment from the Eligible Employee's employment commencement date. If an Eligible Employee does not complete the stated number of months, the Employee is subject to the one (1) Year of Service requirement in i. above.	[X]	OR	[ ]	[ ]	[ ]
m. [ ] Other: ___ (e.g., date on which 1,000 Hours of Service is completed within the computation period) (must satisfy the Notes below)	[ ]	OR	[ ]	[ ]	[ ]
n. [ ] Other: ________ (e.g., date on which 1,000 Hours of Service is completed within the computation period) (must specify contributions to which conditions apply and satisfy the Notes below)
NOTE: If m. or n. is selected, the condition must be an age or service requirement that is definitely determinable and may not exceed age 21 and for Elective Deferrals, 1 Year of Service; for Employer matching and/or Nonelective contributions, may not exceed 2 Years of Service. If more than 1 Year of Service is required for Employer matching and/or Nonelective contributions, 100% immediate vesting is required.
NOTE: If the service requirement is or includes a fractional year, then, except in a manner consistent with k., an Employee will not be required to complete any specified number of Hours of Service to receive credit for such fractional year. If expressed in months of service, then an Employee will not be required to complete any specified number of Hours of Service in a particular month, unless selected in k. above. In both cases, the Hours of Service method will be used for the one (1) Year of Service override (e.g., options k. and l.) regardless of any contrary selection at Question 17.
NOTE: Year of Service means Period of Service if the elapsed time method is chosen.

Waiver of conditions. The service and/or age requirements specified above will be waived in accordance with the following (leave blank if there are no waivers of conditions):

	1.		2.	3.	4.
Requirements waived	All Contributions		Elective Deferrals/SH	Matching	Nonelective
o. [ ] If employed on ___ the following requirements, and the entry date requirement, will be waived. The waiver applies to any Eligible Employee unless c. selected below. Such Employees will enter the Plan as of (e.g., such date or specify a date) (select a. and/or b. AND c. if applicable) (for 401(k) plans, also select column 1. OR all that apply of columns 2. ‑ 4.):<br><br>a. [ ] service requirement (may let part‑time Eligible Employees into the Plan)<br><br>b. [ ] age requirement<br><br>c. [ ] waiver is for: (e.g., Employees of a specific division or Employees covered by a Code §410(b)(6)(C) acquisition)	[ ]	OR	[ ]	[ ]	[ ]
p. [ ] If employed on ___ the following requirements, and the entry date requirement, will be waived. The waiver applies to any Eligible Employee unless c. selected below. Such Employees will enter the Plan as of (e.g., such date or specify a date) (select a. and/or b. AND c. if applicable) (for 401(k) plans, also select column 1. OR all that apply of columns 2. ‑ 4.):<br><br>a. [ ] service requirement (may let part‑time Eligible Employees into the Plan)<br><br>b. [ ] age requirement<br><br>c. [ ] waiver is for: (e.g., Employees of a specific division or Employees covered by a Code §410(b)(6)(C) acquisition)	[ ]	OR	[ ]	[ ]	[ ]
Amendment or restatement to change eligibility requirements
q. [ ] This amendment or restatement (or a prior amendment or restatement) modified the eligibility and/or entry date requirements and the prior eligibility and/or entry date conditions continue to apply to the Eligible Employees specified below. If this option is NOT selected, then all Eligible Employees must satisfy the eligibility and entry date conditions set forth above.<br><br><br><br>1. [ ] The modified eligibility and entry date conditions above only apply to Eligible Employees who were not Participants as of the effective date of the modification.<br><br>2. [ ] The modified eligibility and entry date conditions above only apply to individuals who were hired on or after the effective date of the modification.

EFFECTIVE DATE OF PARTICIPATION (ENTRY DATE) (Plan Section 3.2)

a. [X] Entry date same for all contribution types. An Eligible Employee who has satisfied the eligibility requirements will become a Participant in the Plan for all contribution types as of the entry date selected below (select one of c. ‑ k.) (for 401(k) plans, h. and i. are not permitted for all contribution types):

b. [ ] Entry date ‑ different dates apply. An Eligible Employee who has satisfied the eligibility requirements will become a Participant in the Plan for the designated contribution type as of the entry dates selected below (select one or

more of c. ‑ k. below; also select all that apply of columns 2. ‑ 4. for each entry date selected at c. ‑ j.) (may only be selected with 401(k) Plans)

NOTE: For 401(k) Plans - Option g. below can only be selected when eligibility for Elective Deferral purposes is six months of service or less and age is 20 1/2 or less. Options g.3. and g.4. may be selected when eligibility is 1 1/2 Years of Service or less and age is 20 1/2 or less and the Plan provides for 100% vesting.

NOTE: For 401(k) Plans - Unless otherwise specified in this Section or any other Section, Elective Deferrals include Roth Elective Deferrals, after‑tax voluntary Employee contributions, and rollover contributions (unless otherwise selected at Question 43); Matching includes QMACs; and Nonelective includes QNECs. "ADP test safe harbor contributions" (SH) (including those made pursuant to a QACA) are subject to the provisions for Elective Deferrals except as provided in Question 28.

	1.		2.	3.	4.
Entry Date	All Contributions		Elective Deferrals/SH	Matching	Nonelective
c. [ ] Date requirements met	[ ]	OR	[ ]	[ ]	[ ]
d. [ ] First day of the month coinciding with or next following date requirements met	[ ]	OR	[ ]	[ ]	[ ]
e. [ ] First day of the Plan Year quarter coinciding with or next following date requirements met	[ ]	OR	[ ]	[ ]	[ ]
f. [X] First day of Plan Year or first day of 7th month of Plan Year coinciding with or next following date requirements met	[X]	OR	[ ]	[ ]	[ ]
g. [ ] First day of Plan Year coinciding with or next following date requirements met	[ ]	OR	[ ]	[ ]	[ ]
h. [ ] First day of Plan Year in which requirements met	N/A		N/A	[ ]	[ ]
i. [ ] First day of Plan Year nearest date requirements met	N/A		N/A	[ ]	[ ]
j. [ ] First day of Plan Year coinciding with or next __________ (must be definitely determinable and satisfy Note below)	[ ]	OR	[ ]	[ ]	[ ]
k. [ ] Other: ___________ (must specify contributions to which the conditions apply and must be definitely determinable and satisfy Note below)
NOTE: If j. or k. above is selected, then it must be completed in a manner that ensures an Eligible Employee who has satisfied the maximum age (21) and service requirements (1 Year (or Period) of Service (or more than 1 year if full and immediate vesting)) and who is otherwise entitled to participate, will become a Participant not later than the earlier of (a) 6 months after such requirements are satisfied, or (b) the first day of the first Plan Year after such requirements are satisfied, unless the Employee separates from service before such participation date.

SERVICE

RECOGNITION OF SERVICE WITH OTHER EMPLOYERS (Plan Sections 1.64 and 1.90)

a. [ ] No service with other employers is recognized except as otherwise required by law (e.g., the Plan already provides for the recognition of service with Employers who have adopted this Plan as well as service with Affiliated Employers and predecessor Employers who maintained this Plan; skip to Question 17).

b. [X] Service with the designated employers is recognized as follows (select c. - f. and one or more of columns 1. ‑ 3.; choose other options as applicable) (if more than 3 employers, attach an addendum to the Adoption Agreement or complete option k. under Section B of Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections)):

	1.	2.	3.
Other Employer	Eligibility	Vesting	Contribution Allocation
c. [X] Employer name:<br><br>Thunderbird Executive Resources, Inc.	[X]	[X]	[X]
d. [X] Employer name:<br><br>Thunderbird Financial Corporation	[X]	[X]	[X]
e. [X] Employer name:<br><br>Unitech, Inc.	[X]	[X]	[X]
f. [ ] Any entity or business the Employer acquires whether by asset or stock purchase, but only with respect to individuals who are employees of the acquired entity at the time of the acquisition	[ ]	[ ]	[ ]
Limitations
g. [X] The following provisions or limitations apply with respect to the recognition of service with other employers: 1st Bank of Oklahoma-persons who are employed by 1st Bank of Oklahoma as of January 1, 2012 and who continue employment after such date, subject to break in service provisions; Okemah National Bank-persons who were employed by Okemah National Bank as of October 20, 2011 and who continue employment after such date, subject to the break in service provisions; Pegasus Bank-persons who are employed by Pegasus Bank on August 15, 2019 and continue such employment through December 31, 2019, subject to the break in service provisions (e.g., credit service with X only on/following 1/1/19 or credit all service with entities the Employer acquires after 12/31/18)	[X]	[X]	[ ]
h. [ ] The following provisions or limitations apply with respect to the recognition of service with other employers: (e.g., credit service with X only on/following 1/1/19 or credit all service with entities the Employer acquires after 12/31/18)
NOTE: If the other Employer(s) maintained this qualified Plan, then Years (and/or Periods) of Service with such Employer(s) must be recognized pursuant to Plan Sections 1.64 and 1.90 regardless of any selections above.

SERVICE CREDITING METHOD (Plan Sections 1.64 and 1.90)

NOTE: If any Plan provision is based on a Year of Service, then the provisions set forth in the definition of Year of Service in Plan Section 1.90 will apply, including the following defaults, except as otherwise elected below:

A Year of Service means completion of at least 1,000 Hours of Service during the applicable computation period.
Hours of Service (Plan Section 1.45) will be based on actual Hours of Service except that for Employees for whom records of actual Hours of Service are not maintained or available (e.g., salaried Employees) the monthly equivalency method will be used).
For eligibility purposes, the computation period will be as defined in Plan Section 1.90 (i.e., shift to the Plan Year if the eligibility condition is one (1) Year of Service or less).
For vesting, allocation, and distribution purposes, the computation period will be the Plan Year.
The one‑year hold‑out rule after a 1‑Year Break in Service will not be used.

a. [ ] Elapsed time method. (Period of Service applies instead of Year of Service) Instead of Hours of Service, elapsed time will be used for:

[ ] all purposes (skip to Question 18)
[ ] the following purposes (select one or more):

a. [ ] eligibility to participate

b. [ ] vesting

c. [ ] allocations, distributions and contributions

b. [X] Alternative definitions for the Hours of Service method. Instead of the defaults, the following alternatives will apply for the Hours of Service method (select one or more):

[ ] Eligibility computation period. Instead of shifting to the Plan Year, the eligibility computation period after the initial eligibility computation period will be based on each anniversary of the date the Employee first completes an Hour of Service.
[ ] Vesting computation period. Instead of the Plan Year, the vesting computation period will be the date an Employee first performs an Hour of Service and each anniversary thereof.
[X] Equivalency method. Instead of using actual Hours of Service, an equivalency method will be used to determine Hours of Service for:

a. [X] all purposes

b. [ ] the following purposes (select one or more):

[ ] eligibility to participate
[ ] vesting
[ ] allocations, distributions and contributions

Such method will apply to:

c. [ ] all Employees

d. [X] Employees for whom records of actual Hours of Service are not maintained or available (e.g., salaried Employees)

e. [ ] other: (e.g., per‑diem Employees only)

Hours of Service will be determined on the basis of:

f. [ ] days worked (10 hours per day)

g. [ ] weeks worked (45 hours per week)

h. [ ] semi‑monthly payroll periods worked (95 hours per semi‑monthly pay period)

i. [ ] months worked (190 hours per month)

j. [X] bi‑weekly payroll periods worked (90 hours per bi‑weekly pay period)

k. [ ] other: (e.g., option f. is used for per‑diem Employees and option g. is used for on‑call Employees)

[ ] Number of Hours of Service required. Instead of 1,000 Hours of Service, Year of Service means the applicable computation period during which an Employee has completed at least (not to exceed 1,000) Hours of Service for:

a. [ ] all purposes

b. [ ] the following purposes (select one or more):

[ ] eligibility to participate
[ ] vesting
[ ] allocations, distributions and contributions

c. [ ] Other service crediting provisions: (must be definitely determinable and nondiscriminatory; e.g., for vesting a Year of Service is based on 1,000 Hours of Service but for eligibility a Year of Service is based on 900 Hours of Service. NOTE: Must not list more than 1,000 hours in this Section.) This servicing credit provision will be used for:

[ ] All purposes
[ ] The following purposes (select one or more):

a. [ ] eligibility to participate

b. [ ] vesting

c. [ ] allocations, distributions and contributions

VESTING

VESTING OF PARTICIPANT'S INTEREST (Plan Section 6.4(b))

a. [ ] N/A (no Employer Nonelective contributions (other than "prevailing wage contributions")) (for 401(k) plans, also no matching contributions or QACA "ADP test safe harbor contributions") (skip to Question 20)

b. [X] The vesting provisions selected below apply to all Participants unless otherwise selected below. In addition, option l. under Section B of Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections) can be used to specify any exceptions to the provisions below.

Vesting waiver. Employees who were employed on the date(s) indicated below and were Participants as of such date are 100% Vested. For Participants who enter the Plan after such date, the vesting provisions selected below apply (leave blank if no waiver applies):

[ ] For all contributions. The vesting waiver applies to all contributions if employed on (enter date)
[ ] For designated contributions. The vesting waiver applies to (select one or more) (may only be selected with 401(k) Plans):

a. [ ] Employer Nonelective Contributions if employed on

b. [ ] Employer matching contributions if employed on

c. [ ] QACA "ADP test safe harbor contributions" if employed on

Vesting for Employer Nonelective Contributions

c. [ ] N/A (no Employer Nonelective Contributions (other than "prevailing wage contributions"); skip to f.) (may only be selected with 401(k) Plans)

d. [ ] 100% vesting. Participants are 100% Vested in Employer Nonelective Contributions upon entering Plan (required if eligibility requirement is greater than one (1) Year (or Period) of Service).

e. [X] The following vesting schedule, based on a Participant's Years of Service (or Periods of Service if the elapsed time method is selected), applies to Employer Nonelective Contributions:

[X] 6 Year Graded: 0‑1 year‑0%; 2 years‑20%; 3 years‑40%; 4 years‑60%; 5 years‑80%; 6 years‑100%
[ ] 4 Year Graded: 1 year‑25%; 2 years‑50%; 3 years‑75%; 4 years‑100%
[ ] 5 Year Graded: 1 year‑20%; 2 years‑40%; 3 years‑60%; 4 years‑80%; 5 years‑100%
[ ] 3 Year Cliff: 0‑2 years-0%; 3 years‑100%
[ ] Other ‑ Must be at least as liberal as either 1. or 4. above in each year without switching between the two schedules:

Years (or Periods) of Service	Percentage
______	______%
______	______%
______	______%
______	______%
______	______%
______	______%

Vesting for Employer matching contributions (may only be selected with 401(k) Plans)

f. [ ] N/A (there are no Employer matching contributions that can be subject to a vesting schedule; skip to j.)

g. [ ] The schedule above will also apply to Employer matching contributions.

h. [ ] 100% vesting. Participants are 100% Vested in Employer matching contributions upon entering Plan. (required if eligibility requirement is greater than 1 Year (or Period) of Service)

i. [ ] The following vesting schedule, based on a Participant's Years of Service (or Periods of Service if the elapsed time method is selected), applies to Employer matching contributions:

[ ] 6 Year Graded: 0‑1 year‑0%; 2 years‑20%; 3 years‑40%; 4 years‑60%; 5 years‑80%; 6 years‑100%
[ ] 4 Year Graded: 1 year‑25%; 2 years‑50%; 3 years‑75%; 4 years‑100%
[ ] 5 Year Graded: 1 year‑20%; 2 years‑40%; 3 years‑60%; 4 years‑80%; 5 years‑100%
[ ] 3 Year Cliff: 0‑2 years‑0%; 3 years‑100%
[ ] Other ‑ must be at least as liberal as either 1. or 4. above in each year without switching between the two schedules:

Years (or Periods) of Service	Percentage
______	______%
______	______%
______	______%
______	______%
______	______%
______	______%

Vesting for QACA safe harbor contributions (may only be selected with 401(k) Plans)

j. [ ] N/A (no QACA "ADP test safe harbor contributions"; skip to Question 19)

k. [ ] 100% vesting. Participants are 100% Vested in QACA "ADP test safe harbor contributions" upon entering Plan (skip to Question 19).

l. [ ] The following vesting schedule, based on a Participant's Years of Service (or Periods of Service if the elapsed time method is selected), applies to the Participant's Qualified Automatic Contribution Safe Harbor Account:

[ ] 100% after two years: 0‑1 year‑0%; 2 years‑100%
[ ] Other ‑ Must be at least as liberal as 1. above in each year:

Years (or Periods) of Service	Percentage
Less than 1	______%
1	______%
2	100%

VESTING OPTIONS

Excluded vesting service. The following Years of Service will be disregarded for vesting purposes (select all that apply; leave blank if none apply):

a. [X] Service prior to the initial Effective Date of the Plan or a predecessor plan (as defined in Regulations §1.411(a)‑5(b)(3))

b. [X] Service prior to the computation period in which an Employee has attained age 18

Vesting for death, Total And Permanent Disability and Early Retirement Date. Regardless of the vesting schedule, a Participant will become fully Vested upon (select all that apply; leave blank if none apply):

c. [X] Death

d. [X] Total and Permanent Disability

e. [ ] Early Retirement Date

NOTE: Unless otherwise elected at option v. under Section B of Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections), the options above apply to QACA "ADP test safe harbor contributions," if any, as well as to Employer Nonelective contributions and matching contributions.

RETIREMENT AGES

NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.57) means:

a. [X] Specific age. The date a Participant attains age 65 (see Note below).

b. [ ] Age/participation. The later of the date a Participant attains age (see Note below) or the (not to exceed 5th) anniversary of the first day of the Plan Year in which participation in the Plan commenced.

NOTE: A Participant's age specified above may not exceed 65 and, if this Plan includes transferred pension assets, a Participant's age may not be less than age 62 unless the Employer has evidence that the representative typical retirement age for the adopting Employer's industry is a lower age, but may be no less than age 55. If an age between 55 and less than 62 is inserted, no reliance will be afforded on the Opinion Letter issued to the Plan that such age is reasonably representative of the typical retirement age for the industry in which the Participants work.

NORMAL RETIREMENT DATE (Plan Section 1.58) means, with respect to any Participant, the:

a. [X] date on which the Participant attains "NRA"

b. [ ] first day of the month coinciding with or next following the Participant's "NRA"

c. [ ] first day of the month nearest the Participant's "NRA"

d. [ ] Anniversary Date coinciding with or next following the Participant's "NRA"

e. [ ] Anniversary Date nearest the Participant's "NRA"

f. [ ] Other: (e.g., first day of the month following the Participant's "NRA")

EARLY RETIREMENT DATE (Plan Section 1.23)

a. [X] N/A (no early retirement provision provided)

b. [ ] Early Retirement Date means the:

[ ] date on which a Participant satisfies the early retirement requirements
[ ] first day of the month coinciding with or next following the date on which a Participant satisfies the early retirement requirements
[ ] Anniversary Date coinciding with or next following the date on which a Participant satisfies the early retirement requirements

Early retirement requirements

[ ] Participant attains age

AND, completes.... (leave blank if not applicable)

a. [ ] at least Years (or Periods) of Service for vesting purposes

b. [ ] at least Years (or Periods) of Service for eligibility purposes

COMPENSATION

COMPENSATION with respect to any Participant is defined as follows (Plan Sections 1.18 and 1.42).

Base definition

a. [ ] Wages, tips and other compensation on Form W‑2

b. [ ] Code §3401(a) wages (wages for withholding purposes)

c. [X] 415 safe harbor compensation

NOTE: Plan Sections 1.18(d) and 1.42 provide that the base definition of Compensation includes deferrals that are not included in income due to Code §§401(k), 125, 132(f)(4), 403(b), 402(h)(1)(B)(SEP), 414(h)(2), & 457.

Determination period. Compensation will be based on the following "determination period" (this will also be the Limitation Year unless otherwise elected at option h. under Section B of Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections)):

d. [X] the Plan Year

e. [ ] the Fiscal Year coinciding with or ending within the Plan Year

f. [ ] the calendar year coinciding with or ending within the Plan Year

Adjustments to Compensation (for Plan Section 1.18). Compensation will be adjusted by:

g. [ ] No adjustments. No adjustments to Compensation for all contribution types (skip to Question 24).

h. [X] Adjustments ‑ same for all contribution types. The following Compensation adjustments apply to all contribution types (select one or more of l. - v. below):

i. [ ] Adjustments ‑ different adjustments apply. The following Compensation adjustments for the designated contribution type (select one or more of k. - v. below; also select column 1. OR all that apply of columns 2. ‑ 5. for each adjustment selected at j. - u.) (may only be selected with 401(k) Plans):

NOTE: For 401(k) Plans - Elective Deferrals include Roth Elective Deferrals, Matching includes QMACs and matching "ADP test safe harbor contributions" (including those made pursuant to a QACA), and Nonelective includes Stock Bonus contributions, and QNECs unless specified otherwise. ADP Safe Harbor Nonelective includes nonelective "ADP test safe harbor contributions" (including those made pursuant to a QACA).

	1.		2.	3.	4.	5.
Adjustments	All Contributions		Elective Deferrals	Matching	Nonelective	ADP<br><br>Safe Harbor<br><br>Nonelective
j. [ ] no Adjustments	N/A		[ ]	[ ]	[ ]	[ ]
k. [ ] excluding salary reductions (401(k), 125, 132(f)(4), 403(b), SEP, 414(h)(2) pickup, & 457)	N/A		N/A	N/A	[ ]	[ ]
l. [ ] excluding reimbursements or other expense, allowances, fringe benefits (cash or non‑cash) (see IRS Publication 15-B), moving expenses, deferred compensation (other than deferrals specified in k. above) and welfare benefits.	[ ]	OR	[ ]	[ ]	[ ]	[ ]
m. [X] excluding Compensation paid during the "determination period" while not a Participant in the component of the Plan for which the definition applies.	[X]	OR	[ ]	[ ]	[ ]	[ ]
n. [ ] excluding Compensation paid during the "determination period" while not a Participant in any component of the Plan for which the definition applies.	[ ]	OR	[ ]	[ ]	[ ]	[ ]
o. [ ] excluding Military Differential Pay	[ ]	OR	[ ]	[ ]	[ ]	[ ]
p. [ ] excluding amounts in excess of<br><br>$___<br><br>a. [ ] limited to HCEs (must be selected for ADP Safe Harbor Plans)	[ ]	OR	[ ]	[ ]	[ ]	[ ]
The following adjustments will require annual nondiscrimination testing.
q. [ ] excluding overtime	[ ]	OR	[ ]	[ ]	[ ]	[ ]
r. [ ] excluding bonuses	[ ]	OR	[ ]	[ ]	[ ]	[ ]
s. [ ] excluding commissions	[ ]	OR	[ ]	[ ]	[ ]	[ ]
t. [ ] excluding Compensation paid by an Affiliated Employer that has not adopted this Plan	[ ]	OR	[ ]	[ ]	[ ]	[ ]
u. [ ] other: ____ (e.g., describe Compensation from the elections available above or a combination thereof as to a Participant group (e.g., no exclusions as to Division A Employees and exclude bonuses as to Division B Employees); and/or describe another exclusion (e.g., exclude shift differential pay))	[ ]	OR	[ ]	[ ]	[ ]	[ ]
v. [ ] other: (e.g., describe Compensation from the elections available above or a combination thereof as to a contribution source and Participant group (e.g., no exclusions as to Division A Employees and exclude bonuses as to Division B Employees); and/or describe another exclusion (e.g., exclude shift differential pay))
NOTE: If q., r., s., t., u., or v. is selected, the definition of Compensation could violate the nondiscrimination rules.
NOTE: For 401(k) Plans - q., r., s., t., u. or v. are not recommended if the Plan is using the ADP/ACP safe harbor provisions.

POST‑SEVERANCE COMPENSATION (415 REGULATIONS)

415 Compensation (post‑severance compensation adjustments) (select all that apply at a. ‑ b.; leave blank if none apply)

NOTE: Unless otherwise elected under a. below, the following defaults apply: 415 Compensation will include (to the extent provided in Plan Section 1.42), post‑severance regular pay, leave cash‑outs and payments from nonqualified unfunded deferred compensation plans.

a. [X] The defaults listed above apply except for the following (select one or more):

[X] Leave cash‑outs will be excluded
[X] Nonqualified unfunded deferred compensation will be excluded
[ ] Disability continuation payments will be included for:

a. [ ] Nonhighly Compensated Employees only

b. [ ] all Participants and the salary continuation will continue for the following fixed or determinable period:

[X] Other: payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Code Section 414(u)(1)) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service will be excluded (must be definitely determinable and nondiscriminatory in accordance with Code §401(a)(4) and the regulations thereunder.)

b. [ ] The last paycheck ("administrative delay") rule will be applied (amounts paid in the first few weeks of a Limitation Year due to administrative delay relate back to the prior Limitation Year).

Plan Compensation (post‑severance compensation adjustments)

c. [ ] Defaults apply. For all contribution types, Compensation will include (to the extent provided in Plan Section 1.18 and to the extent such amounts would be included in Compensation if paid prior to severance of employment) post‑severance regular pay, leave cash‑outs, and payments from nonqualified unfunded deferred compensation plans (skip to Question 25).

d. [X] Exclude all post‑severance compensation. Exclude all post‑severance compensation for all contribution types (may violate the nondiscrimination requirements) (skip to Question 25).

e. [ ] Post‑severance adjustments ‑ same for all contribution types. The defaults listed at c. apply except for the following for all contribution types (select one or more of i. ‑ l. below):

f. [ ] Post‑severance adjustments ‑ different adjustments apply. The defaults listed at c. apply except for the following for the designated contribution type (select one or more of g. ‑ l. below; also select column 1. OR all that apply of columns 2. ‑ 5. for each adjustment selected at g. - l.) (may only be selected with 401(k) Plans):

	1.		2.	3.	4.	5.
Adjustments	All Contributions		Elective Deferrals	Matching	Nonelective	ADP<br><br>Safe Harbor<br><br>Nonelective
g. [ ] Defaults apply	N/A		[ ]	[ ]	[ ]	[ ]
h. [ ] Exclude all post‑severance compensation (may violate the nondiscrimination requirements)	N/A		[ ]	[ ]	[ ]	[ ]
i. [ ] Regular pay will be excluded (may violate the nondiscrimination requirements)	[ ]	OR	[ ]	[ ]	[ ]	[ ]
j. [ ] Leave cash‑outs will be excluded	[ ]	OR	[ ]	[ ]	[ ]	[ ]
k. [ ] Nonqualified unfunded deferred compensation will be excluded	[ ]	OR	[ ]	[ ]	[ ]	[ ]
l. [ ] Disability continuation payments will be included for:<br><br>a. [ ] NHCEs only<br><br>b. [ ] all Participants and the salary continuation will continue for the following fixed or determinable period:___	[ ]	OR	[ ]	[ ]	[ ]	[ ]
m. [ ] Other: (must be definitely determinable and nondiscriminatory in accordance with Code §401(a)(4) and the regulations thereunder.)

CONTRIBUTIONS AND ALLOCATIONS

SALARY DEFERRAL ARRANGEMENT ‑ ELECTIVE DEFERRALS (Plan Section 12.2) (skip if Elective Deferrals NOT selected at Question 12.b.) (Roth Elective Deferrals are permitted if selected at Question 12.b.1)

A. Elective Deferral limit. Each Participant may elect to have Compensation deferred by:

a. [ ] up to (select one):

[ ] % of Compensation
[ ] $

b. [ ] from (select one)

[ ] % to % of Compensation
[ ] $ to $

c. [ ] up to the maximum amount allowed by law (i.e., Code §§402(g) and 415)

d. [ ] Minimum deferral amount. A Participant's Elective Deferrals may not be less than: (specify dollar amount (not greater than $10,000) and/or percentage of Compensation (not greater than 10%)).

B. Additional Elective Deferral limits. Regardless of the above limits (if any), the following apply (select all that apply; leave blank if none apply):

e. [ ] If a. or b. above is selected, a Participant may make a separate election to defer with respect to irregular pay (e.g., bonus)

[ ] For purposes of the separate election, a Participant may elect to defer up to % of irregular pay (regardless of the limitation in a. or b. above)

f. [ ] For Participants who are HCEs determined as of the beginning of a Plan Year, then instead of 25.A. applying, the Elective Deferral limit is (must be equal to or lower than limit selected in 25.A.; may not be selected if HCEs are excluded at 13.g.1 or 13.g.2) (select one):

[ ] % of Compensation
[ ] other: (e.g., must be a specific limit that only applies to some or all HCEs)

C. Catch‑Up Contributions (Plan Section 1.15). May eligible Participants make Catch‑Up Contributions?

g. [ ] No (skip to D. below)

h. [ ] Yes, and the following provisions apply:

Matching Catch‑Up Contributions. Catch‑Up Contributions will be taken into account in applying any matching contribution under the Plan unless selected below.

[ ] Matching contributions will not be made for amounts attributable to Catch-Up Contributions (may not be selected if this Plan provides for matching "ADP test safe harbor contributions," or "ACP test safe harbor matching contributions")

Special effective date (choose if applicable)

[ ] The effective date of the Catch‑Up Contribution provisions is (enter special effective date)

D. Elective Deferral special effective date (choose if applicable)

i. [ ] The effective date of the Elective Deferral component of the Plan, which is also the first Entry Date for the Elective Deferral component of the Plan, is the later of (enter month day, year; may not be earlier than the date on which the Employer first adopts the Elective Deferral component of the Plan) or the date the Employer operationally begins taking deferrals from Compensation

AUTOMATIC CONTRIBUTION ARRANGEMENT (Plan Section 12.2 and 12.9) (skip if Elective Deferrals are NOT selected at Question 12.b.)

A. Automatic Deferral provisions. Will the Plan include Automatic Deferral provisions?

a. [ ] No (skip to Question 28)

b. [ ] Yes, this Plan includes (select one):

[ ] A traditional Automatic Contribution Arrangement (not an Eligible Automatic Contribution Arrangement (EACA) or a Qualified Automatic Contribution Arrangement (QACA))
[ ] An Eligible Automatic Contribution Arrangement (EACA) but not a Qualified Automatic Contribution Arrangement (QACA)
[ ] A Qualified Automatic Contribution Arrangement (QACA) (a QACA, by definition, satisfies the requirements of an Eligible Automatic Contribution Arrangement (EACA)) (must be selected if QACA safe harbor contributions is selected at 12.c.2.)

B. Participants subject to the Automatic Deferral provisions. The Automatic Deferral provisions apply to Employees who become Participants on or after the effective date of these Automatic Deferral provisions, except as otherwise provided herein.

Application to existing Eligible Employees. If the effective date of these Automatic Deferral provisions is later than the date Elective Deferrals were first permitted under this Plan, then the following rules apply to Eligible Employees who were Participants immediately prior to the effective date of these Automatic Deferral provisions (if an EACA and not a QACA, see the Note below; select c., d. or e.):

c. [ ] The Automatic Deferral provisions are either already an ongoing arrangement or will be implemented prospectively on a limited basis (if selected, do not select d.)

[ ] No existing Eligible Employees. These Automatic Deferral provisions have applied since the date Elective Deferrals were first permitted under this Plan.
[ ] No application to existing Participants. These Automatic Deferral provisions do not apply to Employees who were Participants immediately prior to the effective date of these Automatic Deferral provisions. (may not be selected with QACA).
[ ] New hires only (not applicable to QACA). These Automatic Deferral provisions only apply to Employees whose employment commencement date (or reemployment commencement date) is on or following the effective date of these Automatic Deferral provisions or the following date:

Other effective date. (optional; specify a date)

a. [ ] ____

d. [ ] These Automatic Deferral provisions apply to existing Participants in accordance with the following (select one):

[ ] All Participants. All existing Participants, regardless of any prior Salary Deferral Agreement.
[ ] Affirmative Election of at least Automatic Deferral amount. All existing Participants, except those who have an Affirmative Election in effect on the effective date of these Automatic Deferral provisions that is at least equal to the Automatic Deferral amount.
[ ] No existing Affirmative Election. All existing Participants, except those who have an Affirmative Election in effect on the effective date of these Automatic Deferral provisions.

e. [ ] Other (may not be used if a QACA): (must be definitely determinable in accordance with Regulation §1.401‑1(b)(1)(ii))

NOTE: Option B.e. may be used to exclude other Participants from the Automatic Deferral provisions.

NOTE: If an EACA and not a QACA and c. is selected (i.e., EACA does not apply to existing Participants), then the six‑month period for relief from the excise tax under Code §4979(f)(1) will not apply. In addition, the six‑month period for relief from the excise tax will only apply if all HCEs and NHCEs are covered Employees under the EACA for the entire Plan Year (or for the portion of the Plan Year that such Employees are Eligible Employees under the Plan within the meaning of Code §410(b)).

C. Automatic Deferral amount. Unless a Participant makes an Affirmative Election, the Employer will withhold the following Automatic Deferral amount (select one):

f. [ ] % of Compensation for each payroll period (if a QACA, must not be more than 10% and may not be less than 3% if escalation provisions used in D. below or 6% if no escalation provisions are selected)

g. [ ] $ for each payroll period (may not be selected if a QACA or EACA)

h. [ ] QACA statutory minimum schedule (may select even if Plan is not a QACA). Unless a modified QACA statutory schedule is selected below, the Employer will withhold from a Participant's Compensation each payroll period the percentage of Compensation set forth in the following, which is based on the Plan Year of application to a Participant: 1‑2 years‑3%; 3 years‑4%; 4 years‑5%; 5 or more‑6%. (if selected, skip D.)

[ ] The following modified QACA statutory schedule will apply (the limitations in the parentheses below only applies to QACAs):

Plan Year of application to a Participant	Automatic Deferral Percentage
1	____% (not less than 3)
2	____% (not less than 3)
3	____% (not less than 5)
4	____% (not less than 6 and not more than 10)
5	____% (not less than 6 and not more than 10)
6	____% (not less than 6 and not more than 10)
7	____% (not less than 6 and not more than 10)
8	____% (not less than 6 and not more than 10)
9	____% (not less than 6 and not more than 10)
10 and thereafter	____% (not less than 6 and not more than 10)

i. [ ] Other: (in order to satisfy the QACA requirements (if applicable), an alternative Automatic Deferral amount schedule (i) must be uniform based on the number of years, or portions of years, since the beginning of the initial period for a Participant, (ii) must satisfy the minimum percentage requirement in h. above throughout the Plan Year, and (iii) must not exceed 10% of Compensation)

D. Escalation of Automatic Deferral amount (may not be selected with 26.h.)

j. [ ] No escalation or Plan is a QACA (any escalation for a QACA must be set forth above)

k. [ ] Scheduled increases. The initial Automatic Deferral amount will increase as selected below (may not be selected with h. above):

[ ] by % point(s) of Compensation (choose a. below if applicable)

a. [ ] up to a maximum of % of Compensation

[ ] by $ (may not be selected if an EACA; choose a. below if applicable)

a. [ ] up to a maximum of $

[ ] other: (in order to satisfy the QACA requirements (if applicable), an alternative Automatic Deferral amount schedule (i) must be uniform based on the number of years, or portions of years, since the beginning of the initial period for a Participant, (ii) must satisfy the minimum percentage requirement in h. above throughout the Plan Year, and (iii) must not exceed 10% of Compensation)

Change Date

[ ] N/A (entry at k.3. includes timing provision)
[ ] The escalation provision above will apply as of:

a. [ ] each anniversary of the Participant's date of hire

b. [ ] each anniversary of the Participant's Entry Date

c. [ ] the first day of each Plan Year

d. [ ] the first day of each calendar year

e. [ ] other: (must be a specified date that occurs at least annually after the Plan Year in which the Participant is first subject to the Automatic Contribution Arrangement)

First change date of application. Unless selected below, the escalation provision above will apply as of the first change date specified above that begins after the period in which the Participant first has contributions made pursuant to a default election.

f. [ ] The escalation provision will apply as of the second change date period after the Participant first has contributions made pursuant to a default election.

E. Other Automatic Deferral elections (leave blank if none apply)

l. [ ] Optional elections (select one or more)

Type of Elective Deferral. The Automatic Deferral is a Pre‑Tax Elective Deferral unless selected below (may only be selected if Roth Elective Deferrals are selected at 12.b.1.):

[ ] the Automatic Deferral is a Roth Elective Deferral
[ ] other: (e.g., 50% Pre‑Tax and 50% Roth Elective Deferrals)

F. EACA elections (skip if NOT a QACA or EACA)

Permissible withdrawals. Does the Plan permit Participant permissible withdrawals (as described in Plan Section 12.2(b)(4)) within 90 days (or less) of first Automatic Deferral?

m. [ ] No

n. [ ] Yes, within 90 days of first Automatic Deferral

o. [ ] Yes, within: days (may not be less than 30 nor more than 90 days)

Affirmative Election. Will Participants who are eligible to defer (even if they have made an Affirmative Election) continue to be covered by the EACA provisions (i.e., their Affirmative Election will remain intact but they must receive an annual notice)? (skip if a QACA)

p. [ ] Yes (if selected, then the annual notice must be provided to Participants)

q. [ ] No (if selected, then the Plan cannot use the six‑month period for relief from the excise tax of Code §4979(f)(1))

G. Special effective dates (optional; may choose one or both)

r. [ ] The Automatic Deferral provisions set forth above are effective as of

s. [ ] Other: (If there are multiple retroactive special effective dates, complete this Question 26 based on the current Plan provisions and, if desired, duplicate this Question 26 and attach as an Appendix to indicate other special effective dates and the provisions that applied)

AUTOMATIC ESCALATION OF PARTICIPANTS WITH AFFIRMATIVE ELECTIONS

The following Automatic Escalation provisions apply to Participants who have made an Affirmative Election (see Question 26 for provisions Automatic Deferral provisions that apply to Participants who have made no Affirmative Election). (skip if Elective Deferrals are NOT selected at Question 12.b.)

A. Automatic Escalation of Affirmative Elections. Will the Plan automatically escalate Participants with an Affirmative Election?

a. [ ] No (skip to Question 28)

b. [ ] Yes. If Automatic Escalation applies to a Participant, this constitutes a provision that the Participant's affirmative election will expire annually. Under a 401(k) plan, the plan may provide that an affirmative election expires annually. If a participant fails to complete a new affirmative election subsequent to their prior election expiring, the participant becomes subject to the default deferral percentage as outlined in this Election 27 and in Plan Section 12.2(l)(1). Each year, the participant can always complete a new affirmative election and designate a new deferral percentage.

B. Participants affected. The Automatic Escalation provisions apply to the following Participants with Affirmative Elections (select one of c., d., or e.):

c. [ ] All Deferring Participants. All Participants who have a Salary Reduction Agreement in effect as of the effective date of these automatic deferral provisions to defer at least % of Compensation.

d. [ ] New Deferral Elections. All Participants who file a Salary Reduction Agreement after the effective date of these provisions to defer at least % of Compensation.

e. [ ] Describe affected Participants: ____________________ (the group of Participants must be definitely determinable and if an EACA (including a QACA) as elected in Question 26, must be uniform)

C. Automatic Increases. Affirmative Elections of Participants covered by this Question 27 will be increased as follows (select one):

f. [ ] Same as Automatic Enrollment escalation. The same escalation provisions selected in Question 26 apply to Participants covered by this Question 27 (if selected, skip the remaining Questions).

g. [ ] Scheduled increases. The Affirmative Election amount will increase as selected below

[ ] by % point(s) of Compensation (choose a. below if applicable)

a. [ ] up to a maximum of % of Compensation

[ ] by $ (may not be selected if an EACA; choose a. below if applicable)

a. [ ] up to a maximum of $

[ ] other: (must be uniform if an EACA)

Change Date

[ ] N/A (entry at g.3. includes timing provision)
[ ] The escalation provision above will apply as of:

a. [ ] each anniversary of the Participant's date of hire

b. [ ] each anniversary of the Participant's Entry Date

c. [ ] the first day of each Plan Year

d. [ ] the first day of each calendar year

e. [ ] other:

First change date. Unless selected below, the escalation provision above will apply as of the first change date specified above that begins after the period in which the Participant first has an Affirmative Election subject to these provisions.

f. [ ] The escalation provision will apply as of the second change date after the Participant first has an Affirmative Election subject to these provisions.

D. Other Automatic Escalation provisions (leave blank if none apply)

h. [ ] Optional elections (select one or more)

Type of Elective Deferral. The Automatic Escalation will be the same, or proportionate, type of Elective Deferral (i.e., Pre-Tax Elective Deferral or Roth Elective Deferral) as elected by the Participant in the Affirmative Election unless selected below (may only be selected if Roth Elective Deferrals are selected at 12.b.1.):

[ ] the Automatic Escalation is a Roth Elective Deferral
[ ] other: (e.g., 50% Pre‑Tax and 50% Roth Elective Deferrals)

i. [ ] Special effective dates (optional; may choose one or both)

[ ] The Automatic Escalation provisions set forth above are effective on and after
[ ] Other: (If there are multiple retroactive special effective dates, complete this Question 27 based on the current Plan provisions and, if desired, duplicate this Question 27 and attach as an Appendix to indicate other special effective dates and the provisions that applied.)
401(k) ADP TEST SAFE HARBOR PROVISIONS (Plan Sections 12.8 and 12.9) (skip if "ADP test safe harbor contributions" are NOT selected at Question 12.c.)

NOTE: If the Employer wants the discretion to determine whether the provisions will apply on a year‑by‑year basis, then the Employer may select 28.a. or b. and 28.d.3.

NOTE: If the Employer will make the safe harbor contribution to another plan, complete this Question 28 and mark 28.e. to specify the name of the plan to which the safe harbor contribution will be deposited.

A. ADP and ACP test safe harbor. For any Plan Year in which any type of matching contribution is made, will the "ADP and ACP test safe harbor" provisions be used?

a. [ ] No. Only the "ADP (and NOT the ACP) test safe harbor" provisions will be used.

b. [ ] Yes. Both the "ADP and ACP test safe harbor" provisions will be used for any Plan Year in which any type of matching contribution is made. (If selected, complete the provisions of the Adoption Agreement relating to Employer matching contributions (i.e., Question 29) that will apply, if any, in addition to any selections made in c. below. Also, no allocation conditions may be imposed at 29.E. unless no HCEs are eligible to receive the matching contribution)

B. Safe harbor contribution. The Employer will make the following "ADP test safe harbor contribution" for the Plan Year:

NOTE: The "ACP test safe harbor" is automatically satisfied if the only matching contribution made to the Plan is either, as described below, (1) a basic matching contribution (traditional or QACA) or (2) an enhanced matching contribution (traditional or QACA) that does not provide a match on Elective Deferrals in excess of 6% of Compensation.

c. [ ] Safe harbor matching contribution (select one of 1. ‑ 4. AND one of 5. ‑ 9.). The Employer will make matching "ADP test safe harbor contributions" to the Account of each "eligible Participant" as elected below.

[ ] Traditional basic matching contribution (may not be selected if a QACA). The Employer will contribute an amount equal to the sum of 100% of the amount of the Participant's Elective Deferrals that do not exceed 3% of the Participant's Compensation, plus 50% of the amount of the Participant's Elective Deferrals that exceed 3% of the Participant's Compensation but do not exceed 5% of the Participant's Compensation.
[ ] Traditional enhanced matching contribution (may not be selected if a QACA). The Employer will contribute an amount equal to the sum of:

a. [ ] % (may not be less than 100%) of the Participant's Elective Deferrals that do not exceed % (may not be less than 3% or may be less than 3% provided the rate of match will result in a matching contribution of at least 100% on Elective Deferrals up to 3%; if over 6% or if left blank, the ACP test will still apply) of the Participant's Compensation, plus

b. [ ] % of the Participant's Elective Deferrals that exceed % (must be the same % entered at a.) of the Participant's Compensation but do not exceed % (if over 6% or if left blank, the ACP test will still apply) of the Participant's Compensation, plus

c. [ ] % of the Participant's Elective Deferrals that exceed % (must be the same % entered at b.) of the Participant's Compensation but do not exceed % (if over 6% or if left blank, the ACP test will still apply) of the Participant's Compensation.

NOTE: a., b. and c. must be completed so that, at any rate of Elective Deferrals, the matching contribution is at least equal to what the matching contribution would be if the Employer were making basic matching contributions (as defined in 28.c.1. above), but the rate of match cannot increase as Elective Deferrals increase. For example, if a. is completed to provide a matching contribution equal to 100% of Elective Deferrals up to 4% of Compensation, then b. and c. need not be completed.

[ ] QACA basic matching contribution. The Employer will contribute an amount equal to the sum of 100% of a Participant's Elective Deferrals that do not exceed 1% of Participant's Compensation, plus 50% of the Participant's Elective Deferrals that exceed 1% of the Participant's Compensation but do not exceed 6% of the Participant's Compensation.
[ ] QACA enhanced matching contribution. The Employer will contribute an amount equal to the sum of:

a. [ ] % (may not be less than 100%) of the Participant's Elective Deferrals that do not exceed

% (may not be less than 1%; if over 6% or if left blank, the ACP test will still apply) of the Participant's Compensation, plus

NOTE: a., b. and c. must be completed so that, at any rate of Elective Deferrals, the matching contribution is at least equal to what the matching contribution would be if the Employer were making QACA basic matching contributions (as defined in 28.c.3. above), but the rate of match cannot increase as Elective Deferrals increase. For example, if a. is completed to provide a matching contribution equal to 100% of Elective Deferrals up to 4% of Compensation, then b. and c. need not be completed.

Determination period. The matching "ADP test safe harbor contribution" above will be applied on the following basis (and Elective Deferrals and any Compensation or dollar limitation used in determining the matching contribution will be based on the applicable period):

[ ] the Plan Year (potential annual true-up required)
[ ] each payroll period (no true-up)
[ ] all payroll periods ending within each month (potential monthly true-up contribution required)
[ ] all payroll periods ending within each Plan Year quarter (potential quarterly true-up required)
[ ] each payroll unit (e.g., hour) (no true-up)

d. [ ] Safe harbor nonelective contributions (select one)

[ ] 3% contribution. The Employer will make a nonelective "ADP test safe harbor contribution" for the Plan Year to the Account of each "eligible Participant" in an amount equal to 3% of each Participant's Compensation.
[ ] Stated contribution. The Employer will make a nonelective "ADP test safe harbor contribution" to the Account of each "eligible Participant" in an amount equal to % (may not be less than 3%) of each Participant's Compensation.
[ ] "Maybe" election. The Employer may elect to make a nonelective "ADP test safe harbor contribution" after a Plan Year has commenced in accordance with the provisions of Plan Section 12.8(h). If this option d.3. is selected, the nonelective "ADP test safe harbor contribution" will be required only for a Plan Year for which the Plan is amended to provide for such contribution and the appropriate supplemental notice is provided to Participants.

e. [ ] Safe harbor contribution to another Plan. The Employer will make a nonelective or matching "ADP test safe harbor contribution" to another defined contribution plan maintained by the Employer (specify the complete name of the other plan):

C. Excluded Participants. For purposes of the "ADP test safe harbor contribution," the term "eligible Participant" means any Participant who is eligible to make Elective Deferrals unless otherwise excluded below (leave blank if no exclusions):

f. [ ] Exclusions (select one or more):

[ ] Highly Compensated Employees (HCEs). The Employer may, however, make a discretionary "ADP test safe harbor contribution" and/or "ACP test safe harbor contribution" for any or all HCEs in a percentage that does not exceed the amount (or in the case of a matching "ADP test safe harbor contribution," the rate) provided to the NHCEs.
[ ] Employees who have not satisfied the greatest minimum age and service conditions permitted under Code §410(a) (i.e., age 21 and 1 Year of Service), with the following deemed effective date of participation (if selected, the top-heavy exemption in Plan Section 12.8(f) will not apply):

a. [ ] the earlier of the first day of the first month or the first day of the seventh month of the Plan Year immediately following the date such conditions are satisfied

b. [ ] the first day of the Plan Year in which the requirements are met

c. [ ] other: (not later than the earlier of (a) 6 months after such requirements are satisfied, or (b) the first day of the first Plan Year after such requirements are satisfied)

[ ] Union Employees (as defined in Plan Section 1.27)
[ ] Other: (must be an HCE or an Employee who can be excluded under the permissive or mandatory disaggregation rules of Regulations §§1.401(k)‑1(b)(4) and 1.401(m)‑1(b)(4); e.g., Employees who have not completed 6 months of service)

D. Special effective dates (may be left blank if no special effective dates need to be specified in this Plan) (select all that apply)

g. [ ] Safe harbor provisions (other than QACA). The "ADP and ACP test safe harbor" provisions are effective as of:

(enter the date the provisions are effective and, if necessary, enter any other special effective dates that apply with respect to the provisions; generally must be the first day of a Plan Year or the date Elective Deferrals are first permitted).

h. [ ] QACA provisions. The QACA provisions are effective as of: (enter the date the provisions are effective and, if necessary, enter any other special effective dates that apply with respect to the provisions; generally must be the first day of a Plan Year or the date Elective Deferrals are first permitted)

i. [ ] Other: (If there are multiple retroactive special effective dates, complete this Question 28 based on the current Plan provisions and then duplicate this Question 28 and attach as an Appendix to indicate the special retroactive effective dates and provisions that applied.)

E. Elective Deferrals considered for matching contribution. If a matching contribution is selected above, then the Plan will disregard a Participant's Elective Deferrals that are made prior to the date the matching contribution component of the Plan is effective with respect to such Participant unless otherwise elected below.

j. [ ] The Plan will include a Participant's Elective Deferrals that are made prior to the date the matching contribution component of the Plan is effective with respect to such Participant.

EMPLOYER MATCHING CONTRIBUTIONS (Plan Section 12.1(a)(2) and Plan Section 12.12) (skip if matching contributions are NOT selected at Question 12.d.)

If the "ACP test safe harbor" provisions are being used (i.e., Question 28.b. is selected), then the Plan will only take into account Elective Deferrals up to 6% of Compensation in applying the matching contribution set forth below and the maximum discretionary matching contribution that may be made on behalf of any Participant is 4% of Compensation.

A. Matching formula.

a. [ ] Employer matching contribution as follows (select 1. or 2.):

[ ] Flexible Discretionary Match. A "Flexible Discretionary Match" means a Matching Contribution which the Employer in its sole discretion elects to make to the Plan. Except as specified below, the Employer retains discretion over the formula or formulas for allocating the Flexible Discretionary Match, including the Discretionary Matching Contribution rate or amount, the limit(s) on Elective Deferrals or Employee Contributions subject to match, the per Participant match allocation limit(s), the Participants or categories of Participants who will receive the allocation, and the time period applicable to any matching formula(s) (collectively, the "Flexible Discretionary Matching Formula"), except as the Employer otherwise elects in its Adoption Agreement. Such contributions will be subject to the Instructions and Notice requirement of Section 12.12, reproduced below, unless the Employer elects to use a "Rigid Discretionary Match" in Election 29.A.a.1.a. below.

The discretionary matching contribution under this Question 29.A.a. is a "Flexible Discretionary Match" unless the Employer elects to use a "Rigid Discretionary Match." (Choose a. if applicable.)

a. [ ] Rigid Discretionary Match. A "Rigid Discretionary Match" means a Matching Contribution which the Employer in its sole discretion elects to make to the Plan. Such discretion

will only pertain to the amount of the annual contribution. The Employer must select the allocation method for this Contribution by selecting among those Adoption Agreement options which confer no Employer Discretion regarding the allocation of such discretionary amount, for example, the limit(s) on Elective Deferrals or Employee Contributions subject to match, the per Participant match allocation limit(s), the Participants who will receive the allocation, and the time period applicable to any matching formula(s). This "Rigid Discretionary Match" is not subject to the Instructions and Notice requirement of Section 12.12.

Section 12.12 provides: INSTRUCTIONS TO ADMINISTRATOR AND NOTIFICATION TO PARTICIPANTS. For Plan Years beginning after the end of the Plan Year in which this document is first adopted, if a "Flexible Discretionary Match" contribution formula applies (i.e., a formula that provides an Employer with discretion regarding how to allocate a matching contribution to Participants) and the Employer makes a "Flexible Discretionary Match" to the Plan, the Employer must provide the Plan Administrator or Trustee written instructions describing (1) how the "Flexible Discretionary Match" formula will be allocated to Participants (e.g., a uniform percentage of Elective Deferrals or a flat dollar amount), (2) the computation period(s) to which the "Flexible Discretionary Match" formula applies, and (3) if applicable, a description of each business location or business classification subject to separate "Flexible Discretionary Match" allocation formulas. Such instructions must be provided no later than the date on which the "Flexible Discretionary Match" is made to the Plan. A summary of these instructions must be communicated to Participants who receive an allocation of the "Flexible Discretionary Match" no later than 60 days following the date on which the last "Flexible Discretionary Match" contribution is made to the Plan for the Plan Year.

[ ] Fixed ‑ uniform rate/amount. The Employer will make matching contributions equal to % (e.g., 50) of the Participant's Elective Deferrals, plus (select a. or leave blank if not applicable):

a. [ ] an additional matching contribution of a discretionary percentage determined by the Employer,

[ ] but not to exceed % of Compensation (leave blank if not applicable). Such contribution is subject to the Instructions and Notice requirement of Section 12.12.

Matching limit on Elective Deferrals. In determining the Employer matching contribution above, only the following will be matched. Elective Deferrals up to (select 3. OR 4.; leave blank if not applicable):

[ ] the percentage or dollar amount specified below (select one or both)

a. [ ] % of a Participant's Compensation.

b. [ ] $ .

[ ] a discretionary percentage of a Participant's Compensation or a discretionary dollar amount, the percentage or dollar amount to be determined by the Employer on a uniform basis for all Participants. Such contribution is subject to the Instructions and Notice requirement of Section 12.12.

b. [ ] Discretionary ‑ tiered. The Employer may make matching contributions equal to a discretionary percentage of a Participant's Elective Deferrals, to be determined by the Employer, of each tier, to be determined by the Employer. The tiers may be based on the rate of a Participant's Elective Deferrals or Years of Service. Such contribution is subject to the Instructions and Notice requirement of Section 12.12.

c. [ ] Fixed ‑ tiered. The Employer will make matching contributions equal to a uniform percentage of each tier of each Participant's Elective Deferrals, determined as follows:

NOTE: Fill in only percentages or dollar amounts, but not both. If percentages are used, each tier represents the amount of the Participant's applicable contributions that equals the specified percentage of the Participant's Compensation (add additional tiers if necessary):

Tiers of Contributions<br><br>(indicate $ or %)	Matching Percentage
First _____	______%
Next _____	______%
Next _____	______%
Next _____	______%

d. [ ] Fixed ‑ Years of Service. The Employer will make matching contributions equal to a uniform percentage of each Participant's Elective Deferrals based on the Participant's Years of Service (or Periods of Service if the elapsed time method is selected), determined as follows (add additional tiers if necessary):

Years (or Periods) of Service	Matching Percentage
______	______%
______	______%
______	______%

For purposes of the above matching contribution formula, a Year (or Period) of Service means a Year (or Period) of Service for:

[ ] vesting purposes
[ ] eligibility purposes

In determining the Employer matching contribution above, only Elective Deferrals up to the percentage or dollar amount specified below will be matched (select all that apply; leave blank if not applicable):

[ ] % of a Participant's Compensation.
[ ] $ .

e. [ ] Other: (the formula described must satisfy the definitely determinable requirement under Reg. §1.401‑1(b). The Employer may only describe the matching formula from the elections available in this Question 29, and/or a combination thereof, as to a Participant group (e.g., Fixed Match of 50% of elective deferrals of deferrals up to 6% of annual compensation applies to Collective Bargaining Employees; Discretionary Match allocated each payroll period applies to all other Participants)). If the formula is non uniform, it is not a design based safe harbor for nondiscrimination purposes. Such contribution is subject to the Instructions and Notice requirement of Section 12.12.

NOTE: If a.1., b., c., d., or e. above is selected, the Plan may violate the Code §401(a)(4) nondiscrimination requirements if the rate of matching contributions increases as a Participant's Elective Deferrals or Years (or Periods) of Service increase.

Maximum matching contribution. (leave blank if not applicable)

f. [ ] The matching contribution made on behalf of any Participant for any Plan Year will not exceed (select 1. or 2.):

[ ] $ .
[ ] % of Compensation.

B. Date of Elective Deferrals considered for matching contribution. The Plan will disregard a Participant's Elective Deferrals that are made prior to the date the matching contribution component of the Plan is effective with respect to such Participant unless otherwise elected below.

g. [ ] The Plan will include a Participant's Elective Deferrals that are made prior to the date the matching contribution component of the Plan is effective with respect to such Participant.

C. Period of determination. Matching contribution other than a "Flexible Discretionary Match" will be applied on the following basis (and Elective Deferrals and any Compensation or dollar limitation used in determining the matching contribution will be based on the applicable period. Skip if the only Matching Contribution is a Flexible Discretionary Match.):

h. [ ] the Plan Year (potential annual true-up required)

i. [ ] each payroll period (no true-up)

j. [ ] all payroll periods ending within each month (potential monthly true-up required)

k. [ ] all payroll periods ending within each Plan Year quarter (potential quarterly true-up required)

l. [ ] each payroll unit (e.g., hour) (no true-up)

m. [ ] Other (specify): . The time period described must be definitely determinable under Treas. Reg. §1.401-1(b). This line may be used to apply different options to different matching contributions (e.g., Discretionary matching contributions will be allocated on a Plan Year period while fixed matching contributions will be allocated on each payroll period.) Such contribution period is subject to the Instructions and Notice requirement of Section 12.12.

D. QMACs (Plan Section 1.71). The matching contributions will NOT be Qualified Matching Contributions (QMACs) unless otherwise selected below (leave blank if not applicable).

n. [ ] The matching contributions will be QMACs (fully Vested and subject to restrictions on withdrawals as set forth in the Plan). Such contributions may be used in either the ADP or ACP test.

E. Allocation conditions (Plan Section 12.3). Select o. OR p. and all that apply of q. ‑ w. (Note: If the "ACP test safe harbor" provisions are being used (Question 28.b.), option o. below (no conditions) must be selected, unless no HCEs are eligible to receive the matching contribution.)

o. [ ] No conditions. All Participants share in the allocations regardless of service completed during the Plan Year or employment status on the last day of the Plan Year (skip p. - w.).

p. [ ] Allocation conditions apply (select one of 1. - 5. AND one of 6. - 9. below)

Conditions for Participants NOT employed on the last day of the Plan Year.

[ ] Required Service During the Plan Year:

A Participant must complete at least (not to exceed 1,000; if more than 501 is entered then the Plan could violate coverage requirements under Code §410(b)) Hours of Service if the actual hours/equivalency method is selected.

A Participant must complete at least (not to exceed 6; if more than 3 is entered then the Plan could violate coverage requirements under Code §410(b)) months of service if the elapsed time method is selected.

[ ] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected). (could cause the Plan to violate coverage requirements under Code §410(b))
[ ] Participants will NOT share in the allocations, regardless of service. (could cause the Plan to violate coverage requirements under Code §410(b))
[ ] Participants will share in the allocations, regardless of service.
[ ] Other: (must be definitely determinable, not subject to Employer discretion and may not require more than one Year of Service (or Period of Service if the elapsed time method is selected). The exclusions entered into the blank/fill-in cannot result in the group of 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)).

Conditions for Participants employed on the last day of the Plan Year (options 7., 8. and 9. could cause the Plan to violate coverage requirements under Code §410(b))

[ ] No service requirement.
[ ] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected).
[ ] A Participant must complete at least (not to exceed 1,000) Hours of Service during the Plan Year.
[ ] Other: (must be definitely determinable, not subject to Employer discretion and may not require more than one Year of Service (or Period of Service if the elapsed time method is selected). The exclusions entered into the blank/fill-in cannot result in the group of 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)).

Waiver of conditions for Participants NOT employed on the last day of the Plan Year. If p.1., 2., 3., or 5. is selected, Participants who are not employed on the last day of the Plan Year in which one of the following events occur will be eligible to share in the allocations regardless of the above conditions (select all that apply; leave blank if none apply):

q. [ ] Death

r. [ ] Total and Permanent Disability

s. [ ] Termination of employment on or after Normal Retirement Age

[ ] or Early Retirement Date

Code §410(b) fail‑safe. If p.1., 2., 3., 5. and/or p.7., 8. or 9. is selected, the Code §410(b) ratio percentage fail‑safe provisions (Plan Section 12.3(f)) will NOT apply unless selected below (leave blank if not applicable or fail‑safe will not be used and the employer will utilize the corrective amendment procedure of 1.401(a)(4)-11(g) when necessary):

t. [ ] The Plan will use the Code §410(b) fail‑safe provisions and must satisfy the "ratio percentage test" of Code §410(b).

Conditions based on period other than Plan Year. The allocation conditions above will be applied based on the Plan Year unless otherwise selected below. If selected, the above provisions will be applied by substituting the term Plan Year with the specified period (e.g., if Plan Year quarter is selected below and the allocation condition is 250 Hours of Service per quarter, enter 250 hours (not 1000) at p.8. above). (may not be selected with p.2. or p.7.)

u. [ ] The Plan Year quarter.

v. [ ] Payroll period.

w. [ ] Other: (must be definitely determinable and not subject to Employer discretion and may not be longer than a twelve month period)

F. Additional matching contributions. No additional matching contribution may be made unless otherwise selected below (leave blank if not applicable).

x. [ ] Additional matching contributions may be made (e.g., a matching contribution made on a periodic basis as well as a matching contribution based on the end of the Plan Year). Specify the additional matching contribution by attaching an addendum to the Adoption Agreement that duplicates this entire Question 29. If selected, the additional

matching contribution applies to all Participants eligible to share in matching contributions except as otherwise specified in the addendum or below. Such contribution is subject to the Instructions and Notice requirement of Section 12.12 if the Employer chooses to retain discretion over any aspect of the allocation of such contribution.

[ ] The additional matching contribution only applies to the following Participants: (must be definitely determinable). (If the additional matching contribution is in lieu of the matching contribution set forth in 29A ‑ E above then use Eligible Employee question to exclude these Participants from such matching contribution.)
EMPLOYER NONELECTIVE CONTRIBUTIONS (Plan Section 12.1(a)(3)) (skip Questions 30 and 31 if Employer Nonelective contributions are NOT selected at Question 12.e.)

NOTE: ESOPs may not test on an equivalent benefits basis to pass nondiscrimination under Code §401(a)(4). In addition, ESOPs cannot be integrated directly or indirectly with contributions or benefits under Title II of the Social Security Act or any other State or Federal law (Regulation §54.4975-11(a)(7)(ii)).

A. Formula (select one or more)

a. [X] Discretionary. Discretionary contribution, to be determined by the Employer.

[ ] Discretionary based on business units or location. The Employer may determine a separate discretionary contribution for Participants working in different business units or locations.

b. [ ] Fixed. (select one or more)

[ ] Fixed percentage. Fixed contribution equal to % of Compensation of Participants eligible to share in allocations.
[ ] Fixed dollar amount. $ per Participant.
[ ] Fixed dollar amount/hour. $ per Hour of Service worked while an Eligible Employee.
[ ] Collectively Bargained Employees. Contributions will be made pursuant to the terms of a collective bargaining agreement or other written document related to the Employees of the Employer and noted in this Adoption Agreement.
[ ] Other: (must be definitely determinable, nondiscriminatory, and not subject to Employer discretion)

c. [ ] Prevailing wage contribution. In the non-ESOP portion of the Plan, the Employer will make a "prevailing wage contribution" on behalf of each Participant who performs services subject to the Service Contract Act, Davis‑Bacon Act or similar federal, state, or municipal prevailing wage statutes. The "prevailing wage contribution" will be an amount equal to the remaining balance of the prevailing wage defined bona‑fide fringe benefit amount, based on the Participant's employment classification as designated on the appropriate prevailing wage determination, after the application of other prevailing wage defined bona‑fide fringe payments. 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). The "prevailing wage contribution" will not be subject to any age or service requirements set forth in Question 14, entry date provisions at Question 15, nor to any service or employment conditions set forth in Question 31 and will be 100% Vested.

Additional "prevailing wage contribution" provisions (select all that apply; leave blank if none apply)

[ ] Offset. The "prevailing wage contribution" made on behalf of a Participant for a Plan Year will reduce (offset) other Employer contributions allocated or contributed on behalf of such Participant for the Plan.
[ ] Exclude Highly Compensated Employees. Highly Compensated Employees will be excluded from receiving a "prevailing wage contribution."
[ ] QNEC. The "prevailing wage contribution" is considered a Qualified Nonelective Contribution (QNEC).
[ ] Discretionary. The prevailing wage contribution is discretionary and the Employer may contribute on behalf of each Participant up to the amount set forth in the Appendix.

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

B. Contribution allocations. The Employer Nonelective Contribution for a Plan Year will be allocated as follows (skip if the only selection above is c.) (select one or more):

e. [ ] INCORPORATION OF CONTRIBUTION FORMULA. In accordance with the contribution formula specified above (may not be selected if a., b.4, b.5, or d. are the only selections above; if both a fixed and discretionary contribution are selected above, then this option e. applies to the fixed contribution).

f. [X] DESIGNED BASED SAFE HARBOR ALLOCATION

[X] in the same ratio as each Participant's Compensation bears to the total of such Compensation of all Participants
[ ] in the same dollar amount to all Participants (per capita)
[ ] in the same dollar amount per Hour of Service completed by each Participant

g. [ ] NON‑SAFE HARBOR ALLOCATION METHODS. The language of any formula created in this Section 30.B.g. must require the Employer to notify the Trustee in writing of the amount of the Employer contribution being given to each group.

[ ] Grouping method. Pursuant to Plan Section 4.3(b)(3)(v), the classifications are (select a. or b.):

a. [ ] Each Participant constitutes a separate classification.

b. [ ] Participants will be divided into the following classifications with the allocation methods indicated under each classification.

Definition of classifications. Define each classification and specify the method of allocating the contribution among members of each classification. Classifications specified below must be clearly defined in a manner that will not violate the definitely determinable allocation requirement of Regulation §1.401‑1(b)(1)(ii). The design of the groups cannot be such that the only NHCEs benefiting under the Plan are those 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).

Classification A will consist of _______________________________

The allocation method will be: [ ] pro rata based on Compensation

[ ] equal dollar amounts (per capita)

Classification B will consist of _______________________________

The allocation method will be: [ ] pro rata based on Compensation

[ ] equal dollar amounts (per capita)

Classification C will consist of _______________________________

The allocation method will be: [ ] pro rata based on Compensation

[ ] equal dollar amounts (per capita)

Classification D will consist of _______________________________

The allocation method will be: [ ] pro rata based on Compensation

[ ] equal dollar amounts (per capita)

Additional classifications:________ (specify the classifications and which of the above allocation methods (pro rata or per capita) will be used for each classification).

NOTE: If more than four (4) classifications, the additional classifications and allocation methods may be attached as an addendum to the Adoption Agreement or may be entered under Additional Classifications above.

Determination of applicable group. If a Participant shifts from one classification to another during a Plan Year, then unless selected below, the Participant is in a classification based on the Participant's status as of the last day of the Plan Year, or if earlier, the date of termination of employment. If selected below, the Administrator will apportion the Participant's allocation during a Plan Year based on the following:

[ ] Beginning of Plan Year. The classification will be based on the Participant's status as of the beginning of the Plan Year.
[ ] Months in each classification. Pro rata based on the number of months the Participant spent in each classification.
[ ] Days in each classification. Pro rata based on the number of days the Participant spent in each classification.
[ ] One classification only. The Employer in a nondiscriminatory manner will direct the Administrator to place the Participant in only one classification for the entire Plan Year during which the shift occurs.

h. [ ] OTHER: NOTE: Under Question 30.B.h., the Employer will describe the allocation of Nonelective Contributions from the elections available under Question 30.B. and/or a combination thereof as to a Participant group or contribution type (e.g., pro rata allocation applies to Collective Bargaining Employees; contributions to other Employees will be allocated in accordance with the classifications allocation provisions of Plan Section 4.3(b)(2) with each Participant constituting a separate classification). (The following four parameters must be met to utilize this section: 1. The formula described must satisfy the definitely determinable requirement under Reg. §1.401‑1(b)(1)(ii). 2. The groups cannot be designed in such a manner to where the only NHCEs participating are those NHCEs with the lowest amounts of compensation and/or the shortest periods of service and who may represent the minimum number of these employees necessary to satisfy coverage under IRC §410(b). 3. The language of the formula must require the employer to notify the trustee in writing of the amount of the employer contribution being given to each group. 4. In the case of self-employed individuals (i.e., sole proprietorships or partnerships), the requirements of Regs.

§1.401(k)-1(a)(6) continue to apply and the allocation method should not be such that a cash or deferred election is created for a self-employed individual as a result of the application of the allocation method unless such election has been created for all eligible employees & the full 401(k) requirements have been provided. If the formula is non‑uniform, it is not a design‑based safe harbor for nondiscrimination purposes.)

ALLOCATION CONDITIONS (Plan Section 12.3). Requirements to share in allocations of Employer Nonelective Contributions and QNECs (as permitted by Plan Section 12.1(a)(4)) (select a. OR b. and all that apply of c. - f.)

a. [ ] No conditions. All Participants share in the allocations regardless of service completed during the Plan Year or employment status on the last day of the Plan Year (skip to Question 32).

b. [X] Allocation conditions apply (select one of 1. - 5. AND one of 6. - 9. below)

Conditions for Participants NOT employed on the last day of the Plan Year

[ ] Required Service During the Plan Year:

[ ] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected). (could cause the Plan to violate coverage requirements under Code §410(b))
[X] Participants will NOT share in the allocations, regardless of service. (could cause the Plan to violate coverage requirements under Code §410(b))
[ ] Participants will share in the allocations, regardless of service.
[ ] Other: (must be definitely determinable, not subject to Employer discretion and may not require more than one Year of Service (or Period of Service if the elapsed time method is selected)). Allocation formulas that are not uniform may not be considered a design-based safe harbor under Code §401(a)(4). The exclusions entered into the blank/fill-in cannot result in the group of 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)).

Conditions for Participants employed on the last day of the Plan Year (options 7., 8. and 9. could cause the Plan to violate coverage requirements under Code §410(b))

[ ] No service requirement.
[X] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected).
[ ] A Participant must complete at least (not to exceed 1,000) Hours of Service during the Plan Year.
[ ] Other: (must be definitely determinable, not subject to Employer discretion and may not require more than one Year of Service (or Period of Service if the elapsed time method is selected)). Allocation formulas that are not uniform may not be considered a design-based safe harbor under Code §401(a)(4). The exclusions entered into the blank/fill-in cannot result in the group of 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)).

Waiver of conditions for Participants NOT employed on the last day of the Plan Year. If b.1., 2., 3., or 5. is selected, Participants who are not employed on the last day of the Plan Year in which one of the following events occur will be eligible to share in the allocations regardless of the above conditions (select all that apply; leave blank if none apply):

c. [X] Death

d. [X] Total and Permanent Disability

e. [X] Termination of employment on or after Normal Retirement Age

[ ] or Early Retirement Date

Code §410(b) fail‑safe. If b.1., 2., 3., 5. and/or b.7., 8. or 9. is selected, the Code §410(b) ratio percentage fail‑safe provisions will NOT apply (Plan Section 4.3(m)) unless selected below (leave blank if not applicable or fail‑safe will not be used and the employer will utilize the corrective amendment procedure of 1.401(a)(4)-11(g) when necessary):

f. [ ] The Plan will use the Code §410(b) fail‑safe provisions and must satisfy the ratio percentage test of Code §410(b).

FORFEITURES (Plan Sections 1.39 and 4.3(e))

Timing of Forfeitures. Except as provided in Plan Section 1.39, a Forfeiture will occur:

a. [ ] N/A (may only be selected if all contributions are fully Vested (default provisions at Plan Section 4.3(e) apply))

b. [X] As of the earlier of (1) the last day of the Plan Year in which the former Participant incurs five (5) consecutive 1‑Year Breaks in Service, or (2) the distribution of the entire Vested portion of the Participant's Account.

c. [ ] As of the last day of the Plan Year in which the former Participant incurs five (5) consecutive 1‑Year Breaks in Service.

Use of Forfeitures. (skip if this Plan does not include prior Money Purchase Pension Plan contributions selected in Question 12.l.; for Plans without Money Purchase Pension Plan contributions, Forfeitures are disposed of in accordance with Employer direction that is consistent with Section 4.3(e)).

Forfeitures will be (select one):

d. [ ] added to the Employer contribution and allocated in the same manner

e. [ ] used to reduce any Employer contribution (except as provided in the Note below)

f. [ ] allocated to all Participants eligible to share in the allocations of Employer contributions or Forfeitures in the same proportion that each Participant's Compensation for the Plan Year bears to the Compensation of all Participants for such year

g. [ ] other: (describe the treatment of Forfeitures in a manner that is definitely determinable, that satisfies the nondiscrimination requirements of Regulation §1.401(a)(4)‑4 and that is not subject to Employer discretion)

TOP‑HEAVY MINIMUM ALLOCATION

The minimum allocation requirements for any Top‑Heavy Plan Year will be applied only to Non‑Key Employee Participants unless selected below:

a. [ ] The Top‑Heavy minimum will be provided to both Key and Non‑Key Employee Participants.

DISTRIBUTIONS

FORM OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6)

Distributions under the Plan may be made in (select all that apply; must select at least one from a. ‑ e. unless g. is selected below)

a. [X] lump‑sums

b. [X] substantially equal installments

c. [X] partial withdrawals, provided the minimum withdrawal is $ (leave blank if no minimum)

d. [ ] partial withdrawals or installments are only permitted for Participants or Beneficiaries who must receive required minimum distributions under Code §401(a)(9) except for the following (leave blank if no exceptions):

[ ] Only Participants (and not Beneficiaries) may elect partial withdrawals or installments
[ ] Other: (e.g., partial withdrawals are not permitted for death benefits. Must be definitely determinable and not subject to Employer discretion.)

e. [ ] other: (must be definitely determinable and not subject to Employer discretion; e.g., only amounts less than $100,000 may be distributed as a lump sum, or Participants who demand a distribution of Employer Stock will receive a lump sum and those who elect to receive cash may only elect 5 annual installments)

NOTE: Regardless of the above, a Participant is not required to request a withdrawal of his or her total Account for an in‑service distribution, a hardship distribution, or a distribution from the Participant's Rollover Account.

Annuities. Annuities are permitted if selected below (select f. or g.)

f. [X] Annuities are not allowed or are not the normal form of distribution (except as indicated below). Plan Section 6.13(b) will apply and the joint and survivor rules of Code §§401(a)(11) and 417 will not apply to the Plan.

Special rules. An annuity form of distribution is available to certain Participants and/or with respect to only a portion of the Plan assets according to the following: (select all that apply)

[ ] Pension assets. Annuities are the normal form of distribution for assets that are transferred pension assets (Plan Section 6.13(a)).
[ ] Annuity selected by Participant. Plan Section 6.13(c) will apply and the joint and survivor rules of Code §§401(a)(11) and 417 will apply only if an annuity form of distribution is selected by a Participant.

However, the Participant may only select an annuity distribution according to the following (choose a. and/or b. if applicable):

a. [ ]

b. [ ] A Participant may elect a QLAC (as defined in Plan Section 6.8(e)(4)) or any alternative form of annuity permitted pursuant to a QLAC in which the Participant's Account has been invested.

g. [ ] Annuities are the normal form of distribution. The qualified Joint and Survivor Annuity and Qualified Pre‑Retirement Survivor Annuity provisions apply (Plan Section 6.13 will not apply and the joint and survivor rules of Code §§401(a)(11) and 417 will automatically apply). Code §409(o)(l)(C) applies to the ESOP portion of the Plan as indicated by Plan Section 6.5(b).

The following limitations or provisions apply (choose 1. and/or 2. if applicable):

[ ] (must comply with the joint and survivor rules of Code §§401(a)(11) and 417)
[ ] A Participant may elect a QLAC (as defined in Plan Section 6.8(e)(4)) or any alternative form of annuity permitted pursuant to a QLAC in which the Participant's account has been invested.

Pre‑Retirement Survivor Annuity

If the Plan permits an annuity form of payment under option f.1. or g. above, the Pre‑Retirement Survivor Annuity (minimum Spouse's death benefit) will be equal to 50% of a Participant's interest in the Plan unless a different percentage is selected below (leave blank if default applies)

h. [ ] 100% of a Participant's interest in the Plan.

i. [ ] % (may not be less than 50%) of a Participant's interest in the Plan.

Cash or property. With respect to amounts other than Employer Stock (which is subject to Question 48), distributions may be made in:

j. [ ] cash only, except for (select all that apply; leave blank if none apply):

[ ] insurance Contracts
[ ] annuity Contracts
[ ] Participant loans
[ ] all investments in an open brokerage window or similar arrangement

k. [X] cash or property, except that the following limitation(s) apply: (leave blank if there are no limitations on property distributions):

[ ] (e.g., Employer Securities or real property may not be a source of available funds. Must be definitely determinable, properly valued at fair market value and not subject to Employer discretion.)
CONDITIONS FOR DISTRIBUTIONS UPON SEVERANCE OF EMPLOYMENT. Distributions upon severance of employment pursuant to Plan Section 6.4(a) will not be made unless the following conditions have been satisfied:

A. Accounts in excess of $5,000

a. [X] Distributions may be made as soon as administratively feasible following severance of employment.

b. [ ] Distributions may be made as soon as administratively feasible after the Participant has incurred 1‑Year Break(s) in Service (or Period(s) of Severance if the elapsed time method is selected).

c. [ ] Distributions may be made as soon as administratively feasible after the last day of the Plan Year coincident with or next following severance of employment.

d. [ ] Distributions may be made as soon as administratively feasible after the last day of the Plan Year quarter coincident with or next following severance of employment.

e. [ ] Distributions may be made as soon as administratively feasible after the Valuation Date coincident with or next following severance of employment.

f. [ ] Distributions may be made as soon as administratively feasible after months have elapsed following severance of employment.

g. [ ] No distributions may be made until a Participant has reached Early or Normal Retirement Date.

h. [ ] Other: (must be objective conditions which are ascertainable and are not subject to Employer discretion except as otherwise permitted in Regulation §1.411(d)‑4 and may not exceed the limits of Code §401(a)(14) as set forth in Plan Section 6.7)

B. Accounts of $5,000 or less

i. [X] Same as above

j. [ ] Distributions may be made as soon as administratively feasible following severance of employment.

k. [ ] Distributions may be made as soon as administratively feasible after the Participant has incurred 1‑Year Break(s) in Service (or Period(s) of Severance if the elapsed time method is selected).

l. [ ] Distributions may be made as soon as administratively feasible after the last day of the Plan Year coincident with or next following severance of employment.

m. [ ] Other: (must be objective conditions which are ascertainable and are not subject to Employer discretion except as otherwise permitted in Regulation §1.411(d)‑4 and may not exceed the limits of Code §401(a)(14) as set forth in Plan Section 6.7)

C. Timing after initial distributable event. If a distribution is not made in accordance with the above provisions upon the occurrence of the distributable event, then a Participant may elect a subsequent distribution at any time after the time the amount was first distributable (assuming the amount is still distributable), unless otherwise selected below (may not be selected with 35.g. and 35.i.):

n. [ ] Other: (e.g., a subsequent distribution request may only be made in accordance with l. above (i.e., the last day of another Plan Year); must be objective conditions which are ascertainable and are not subject to Employer discretion except as otherwise permitted in Regulation §1.411(d)‑4 and may not exceed the limits of Code §401(a)(14) as set forth in Plan Section 6.7)

D. Participant consent (i.e., involuntary cash‑outs). Should Vested Account balances less than a certain dollar threshold be automatically distributed without Participant consent (mandatory distributions)?

NOTE: The Plan provides that distributions of amounts of $5,000 or less do not require spousal consent and are only paid as lump‑sums.

o. [ ] No, Participant consent is required for all distributions.

p. [X] Yes, Participant consent is required only if the distribution is over:

[X] $5,000
[ ] $1,000
[ ] $ (less than $1,000)

NOTE: If 2. or 3. is selected, rollovers will be included in determining the threshold for Participant consent.

Automatic IRA rollover. With respect to mandatory distributions of amounts that are $1,000 or less, if a Participant makes no election, the amount will be distributed as a lump‑sum unless selected below.

[ ] If a Participant makes no election, then the amount will be automatically rolled over to an IRA provided the amount is at least $ (e.g., $200).

E. Rollovers in determination of $5,000 threshold. Unless otherwise elected below, amounts attributable to rollover contributions (if any) will be included in determining the $5,000 threshold for timing of distributions, form of distributions or consent rules.

q. [ ] Exclude rollovers (rollover contributions will be excluded in determining the $5,000 threshold)

NOTE: Regardless of the above election, if the Participant consent threshold is $1,000 or less, then the Administrator must include amounts attributable to rollovers for such purpose. In such case, an election to exclude rollovers above will apply for purposes of the timing and form of distributions.

F. Mandatory distribution at Normal Retirement Age. Regardless of the above elections other than any mandatory distributions provided for in p. above, unless otherwise selected below, a Participant who has severed employment may elect to delay a distribution beyond the later of age 62 or the Participant's Normal Retirement Age (subject to Plan Section 6.8).

r. [ ] A Participant who has severed employment may not elect to delay a distribution beyond the later of age 62 or the Participant's Normal Retirement Age.

DISTRIBUTIONS UPON DEATH (Plan Section 6.8(b)(2))

Distributions upon the death of a Participant prior to the "required beginning date" will:

a. [ ] be made pursuant to the election of the Participant or "designated Beneficiary"

b. [X] begin within 1 year of death for a "designated Beneficiary" and be payable over the life (or over a period not exceeding the "life expectancy") of such Beneficiary, except that if the "designated Beneficiary" is the Participant's Spouse, begin prior to December 31st of the year in which the Participant would have attained age 70 1/2

c. [ ] be made within 5 (or if lesser ) years of death for all Beneficiaries

d. [ ] be made within 5 (or if lesser ) years of death for all Beneficiaries, except that if the "designated Beneficiary" is the Participant's Spouse, begin prior to December 31st of the year in which the Participant would have attained age 70 1/2 and be payable over the life (or over a period not exceeding the "life expectancy") of such "surviving Spouse"

NOTE: The elections above must be coordinated with the Form of distributions (e.g., if the Plan only permits lump‑sum distributions, then options a., b. and d. would not be applicable).

HARDSHIP DISTRIBUTIONS (Plan Sections 6.12 and/or 12.10)

a. [X] Hardship distributions are NOT permitted (skip to Question 38).

b. [ ] Hardship distributions are permitted from the following Participant Accounts:

[ ] all Accounts
[ ] only from the following Accounts (select one or more):

a. [ ] Pre‑Tax Elective Deferral Account (may only be selected with 401(k) Plans)

b. [ ] Roth Elective Deferral Account (may only be selected with 401(k) Plans)

c. [ ] Account(s) attributable to Employer matching contributions (may only be selected with 401(k) Plans)

d. [ ] Account attributable to Employer Nonelective contributions

e. [ ] Rollover Account (if not available at any time under Question 43)

f. [ ] Transfer Account (other than amounts attributable to a Money Purchase Pension Plan)

g. [ ] Other: (specify Account(s) and conditions in a manner that is definitely determinable and not subject to Employer discretion)

NOTE: Distributions from a Participant's Elective Deferral Account are limited to the portion of such Account attributable to such Participant's Elective Deferrals (and earnings attributable thereto up to December 31, 1988). Hardship distributions are NOT permitted from a Participant's Qualified Nonelective Contribution Account, Qualified Matching Contribution Account, Accounts attributable to "ADP test safe harbor contributions" or Transfer Account attributable to pension assets (e.g., from a Money Purchase Pension Plan).

Additional limitations. The following limitations apply to hardship distributions:

[ ] N/A (no additional limitations)
[ ] Additional limitations (select one or more):

a. [ ] The minimum amount of a distribution is $ (may not exceed $1,000).

b. [ ] No more than distribution(s) may be made to a Participant during a Plan Year.

c. [ ] Distributions may only be made from Accounts which are fully Vested.

d. [ ] A Participant does not include a Former Employee at the time of the hardship distribution.

e. [ ] Hardship distributions from the Roth Elective Deferral Account may only be made if the distribution is a "qualified distribution." (may only be selected with 401(k) Plans)

f. [ ] Hardship distributions are not permitted from a Participant's Employer Stock Account.

g. [ ] Hardship distributions may be made subject to the following provisions: (must be definitely determinable and not subject to Employer discretion)

Beneficiary Hardship. Hardship distributions for Beneficiary expenses are NOT allowed unless otherwise selected below.

[ ] Hardship distributions for expenses of Beneficiaries are allowed

Special effective date (may be left blank if effective date is same as the Plan or Restatement Effective Date; select a. and, if applicable, b.)

a. [ ] effective as of

b. [ ] eliminated effective as of .

Safe harbor hardship rules. Will the safe harbor hardship rules of Plan Section 12.10 apply to hardship distributions from all Accounts?

[ ] Yes. The provisions of Plan Section 12.10 apply to all hardship distributions.
[ ] No. The provisions of Plan Section 6.12 apply to hardship distributions from all Accounts other than a Participant's Elective Deferral Account. (may only be selected with 401(k) Plans)
[ ] No. The provisions of Plan Section 6.12 apply to all hardship distributions.
IN‑SERVICE DISTRIBUTIONS (Plan Section 6.11)

a. [ ] In‑service distributions are NOT permitted (except as otherwise selected for Hardship Distributions).

b. [X] In‑service distributions may be made to a Participant who has not separated from service provided any of the following conditions have been satisfied (select one or more) (options 2. - 5. may only be selected if the Plan does not include prior Money Purchase Pension Plan contributions):

[X] Age

a. [ ] the Participant has attained age (See Note below)

b. [X] the Participant has reached Normal Retirement Age

[ ] the Participant has been a Participant in the Plan for at least years (may not be less than five (5))
[ ] the amounts being distributed have accumulated in the Plan for at least 2 years
[ ] other: (must satisfy the definitely determinable requirement under Regulations §401‑1(b); may not be subject to Employer discretion; must be nondiscriminatory; and must be limited to a combination of items b.1. – b.3. or a Participant's disability)

More than one condition. If more than one condition is selected above, then a Participant only needs to satisfy one of the conditions, unless selected below:

[ ] A Participant must satisfy each condition

NOTE: Regardless of any elections above: (1) for 401(k) plans, in-service distributions from a Participant's Elective Deferral Account, Qualified Matching Contribution Account, Qualified Nonelective Contribution Account and Accounts attributable to "ADP test safe harbor contributions" are subject to restrictions and generally may not be distributed prior to age 59 1/2; and (2) for Transfer Accounts attributable to a Money Purchase Pension Plan, in-service distributions are not permitted prior to age 62.

Account restrictions. In‑service distributions are permitted from the following Participant Accounts:

[X] all Accounts
[ ] only from the following Accounts (select one or more):

a. [ ] Pre‑Tax Elective Deferral Account (may only be selected with 401(k) Plans)

b. [ ] Roth Elective Deferral Account (may only be selected with 401(k) Plans)

c. [ ] Account(s) attributable to Employer matching contributions (includes matching "ADP test safe harbor contributions") (may only be selected with 401(k) Plans)

d. [ ] Account attributable to Employer Nonelective contributions

e. [ ] Qualified Nonelective Contribution Account (for 401(k) plans, includes nonelective "ADP test safe harbor contributions")

f. [ ] Rollover Account (if not available at any time under Question 43)

g. [ ] Transfer Account attributable to (select one or both; may only be selected if this Plan does not include Money Purchase Pension Plan contributions):

[ ] non‑pension assets
[ ] pension assets (e.g., from a Money Purchase Pension Plan)

h. [ ] Other: (specify Account(s) and conditions in a manner that is definitely determinable and not subject to Employer discretion)

Limitations. The following limitations apply to in‑service distributions:

[X] N/A (no additional limitations)
[ ] Additional limitations (select one or more):

a. [ ] The minimum amount of a distribution is $ (may not exceed $1,000).

b. [ ] No more than distribution(s) may be made to a Participant during a Plan Year.

c. [ ] Distributions may only be made from Accounts which are fully Vested.

d. [ ] Distributions from the Roth Elective Deferral Account (38.b.6. or 38.b.7.b. selected), may only be made if the distribution is a "qualified distribution." (may only be selected with 401(k) Plans)

e. [ ] In-service distributions are not permitted from a Participant's Employer Stock Account.

f. [ ] In‑service distributions may be made subject to the following provisions: (must be definitely determinable and not subject to discretion)

IN‑PLAN ROTH ROLLOVER CONTRIBUTIONS (Plan Section 12.11) (skip if Roth Elective Deferrals NOT selected at Question 12.b.1.)

a. [ ] In‑Plan Roth rollover contributions are NOT permitted (skip to Question 40).

b. [ ] In‑Plan Roth rollover contributions are permitted according to the following provisions.

[ ] IRR (in‑Plan Roth rollover contribution). This provision is effective with regard to IRRs the later of September 28, 2010, or the Plan or Restatement Effective Date unless other date entered below.

a. [ ] (enter later effective date if applicable)

[ ] IRT (in‑Plan Roth rollover transfer). This provision is effective with regard to IRTs the later of January 1, 2013, or the Plan or Restatement Effective Date unless other date entered below.

a. [ ] (enter later effective date if applicable)

Limitations. The following restrictions apply to In-Plan Roth Rollovers (choose one or more of c. ‑ g. below if applicable; also select one or both of columns 1. ‑ 2. for each limitation selected at c. - f.)

	1.<br><br>IRR	2.<br><br>IRT
c. [ ] In‑Plan Roth Rollovers limited to In‑Service only. Only Participants who are Employees may elect to make an In‑Plan Roth Rollover Contribution.	[ ]	[ ]
d. [ ] Vested In‑Plan Roth Rollovers. In‑Plan Roth Rollovers may only be made from accounts which are fully Vested.	[ ]	[ ]
e. [ ] No transfer of loans. Loans may not be distributed as part of an In‑Plan Roth Rollover Contribution.	[ ]	[ ]
f. [ ] Minimum amount. The minimum amount that may be rolled over is (may not exceed $1,000).	[ ]	[ ]
g. [ ] Describe transfer provisions. Transfers may be made subject to the following provisions: (must be definitely determinable and not subject to Employer or Administrator discretion; specify different provisions for IRR and IRT if desired).
Source of In‑Plan Roth Rollover Contributions (Select one of h. or i.):
h. [ ] All Sources.
i. [ ] Limited Sources. The Plan permits an In‑Plan Roth Rollover only from the following qualifying sources (select one or more of a. ‑ h. below; also select one or both of columns 1. ‑ 2. for each account selected at a. – g.):
	1.<br><br>IRR	2.<br><br>IRT
---	---	---
a. [ ] Pre-Tax Elective Deferral Account	[ ]	[ ]
b. [ ] Account(s) attributable to Employer matching contributions (includes any matching "ADP test safe harbor contributions")	[ ]	[ ]
c. [ ] Account attributable to Employer Nonelective contributions	[ ]	[ ]
d. [ ] Qualified Nonelective Contribution Account (includes any nonelective "ADP test safe harbor contributions")	[ ]	[ ]
e. [ ] Rollover Account	[ ]	[ ]
f. [ ] Transfer Account	[ ]	[ ]
g. [ ] After-tax Account	[ ]	[ ]
h. [ ] Other: (specify Account(s) and conditions in a manner that is definitely determinable and not subject to Employer discretion; specify different sources for IRR and IRT if desired)

Limited in‑service distribution provisions for IRRs (may only be selected if IRRs are selected at b.1. above) (leave blank if not applicable)

j. [ ] The Plan permits IRRs and the Employer elects to permit in‑service distributions as follows solely for purposes of making IRRs (select one or more):

[ ] the Participant has attained age
[ ] the Participant has months of participation (specify minimum of 60 months)
[ ] the amounts being distributed have accumulated in the Plan for at least years (at least 2)
[ ] other (describe): (must satisfy the definitely determinable requirement under Regulations §401‑1(b); may not be subject to Employer discretion; must be nondiscriminatory; and must be limited to a combination of items j.1. – j.3. or a Participant's disability)

More than one condition. If more than one condition is selected above, then a Participant only needs to satisfy one of the conditions, unless selected below:

[ ] A Participant must satisfy each condition

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 "ADP test safe harbor contributions" prior to age 59 1/2. Distributions from a Transfer Account attributable to a Money Purchase Pension Plan are not permitted prior to age 62.

NONDISCRIMINATION TESTING

HIGHLY COMPENSATED EMPLOYEE (Plan Section 1.43)

Top‑Paid Group election and calendar year data election are not used unless selected below (the selections made for the latest year will continue to apply to subsequent Plan Years unless the Plan is amended) (select all that apply; leave blank if none apply):

a. [X] Top‑Paid Group election will be used.

b. [ ] Calendar year data election will be used (only applicable to non‑calendar year Plan Year).

ADP AND ACP TESTS (Plan Sections 12.4, 12.5, and 12.6)

NOTE: The selections made below for the latest year will continue to apply to subsequent Plan Years unless the Plan is amended. Also, if the Employer uses the discretionary nonelective "ADP test safe harbor contribution" described in Plan Section 12.8(h) or if the Plan is amended during a Plan Year to eliminate an "ADP test safe harbor contribution" then the current Plan Year method will be used.

ADP test. If applicable, the ADP ratio for NHCEs will be based on the current year ratio unless prior year testing method is selected below (leave blank if current year testing method is being used):

a. [ ] Prior year testing method. The prior year ratio will be used. If this selection is made for the first year the Code §401(k) feature is added to this Plan (unless this Plan is a successor plan), then for the first Plan Year only, the amount taken into account as the ADP of NHCEs for the preceding Plan Year will be the greater of 3% or the actual percentage for the initial Plan Year.

ACP test. If applicable, the ACP ratio for NHCEs will be based on the current year ratio unless prior year testing method is selected below (leave blank if current year testing method is being used):

b. [ ] Prior year testing method. The prior year ratio will be used. If this selection is made for the first year the Code §401(m) feature is added to this Plan (unless this Plan is a successor plan), then for the first Plan Year only, the amount taken into account as the ACP of NHCEs for the preceding Plan Year will be the greater of 3% or the actual percentage for the initial Plan Year.

Effective dates. (optional)

c. [ ] Current year testing method. If the current year testing method is currently being used, enter the date it was first effective (used for purposes of applying the five-year restriction on amending to the prior year testing method):

[ ] ADP test: (may not be selected with 41.a.)
[ ] ACP test: (may not be selected with 41.b.)

ADP Corrective Contributions. If applicable, the Employer shall make the following corrective contribution for purposes of corrective contributions in Sections 12.5 (must select either d. or e.. If e. is selected, must select 1.or 2., and must complete 3.-5. as applicable.)

d. [ ] Flexible formula (recorded and transmitted in writing)

e. [ ] Fixed formula

[ ] A QNEC contribution to NHCEs, allocated as follows: (select one)

a. [ ] pro-rata on compensation

b. [ ] using the bottom-up ("targeted") procedure

c. [ ] per capita

[ ] A QMAC contribution to NHCEs, allocated as follows: (select one)

a. [ ] pro-rata on deferrals

b. [ ] using the bottom-up ("targeted") procedure

c. [ ] per capita

AND such contributions will be allocated to: (select one)

[ ] all NHCEs in the test
[ ] those NHCEs employed on the last day of the plan year
[ ] all NHCEs employed on the last day of the plan year, as well as terminated employees who have completed at least 501 hours of service

ACP Corrective Contributions. If applicable, the Employer shall make the following corrective contribution for purposes of corrective contributions in Sections 12.7 (must select either f. or g.. If g. is selected, must select 1., 2., or 3. and 4.-6. as applicable.)

f. [ ] Flexible formula (recorded and transmitted in writing)

g. [ ] Fixed formula

[ ] A QNEC contribution to NHCEs, allocated as follows: (select one)

a. [ ] pro-rata on compensation

b. [ ] using the bottom-up ("targeted") procedure

c. [ ] per capita

[ ] A QMAC contribution to NHCEs, allocated as follows: (select one)

a. [ ] pro-rata on deferrals

b. [ ] using the bottom-up ("targeted") procedure

c. [ ] per capita

[ ] A "regular" (non-QMAC) matching contribution to NHCEs, allocated as follows: (select one)

a. [ ] pro-rata on deferrals

b. [ ] using the bottom-up ("targeted") procedure

AND such contributions will be allocated to: (select one)

[ ] all NHCEs in the test
[ ] those NHCEs employed on the last day of the plan year
[ ] all NHCEs employed on the last day of the plan year, as well as terminated employees who have completed at least 501 hours of service

NOTE: For the flexible formula, a definitely determinable allocation formula must be written and communicated to the trustee for each plan year.

MISCELLANEOUS

LOANS TO PARTICIPANTS (Plan Section 7.4)

a. [X] New loans are NOT permitted.

b. [ ] New loans are permitted.

NOTE: Regardless of whether new loans are permitted, if the Plan permits rollovers and/or plan-to-plan transfers, then the Administrator may, in a uniform and nondiscriminatory manner, accept rollovers and/or plan-to-plan transfers of loans into this Plan.

ROLLOVERS (Plan Section 4.6) (skip if rollover contributions are NOT selected at 12.f.)

Eligibility. Rollovers may be accepted from all Participants who are Employees as well as the following

(select all that apply; leave blank if not applicable):

a. [ ] Any Eligible Employee, even prior to meeting eligibility conditions to be a Participant

b. [ ] Participants who are Former Employees

Distributions. When may distributions be made from a Participant's Rollover Account?

c. [ ] At any time

d. [ ] Only when the Participant is otherwise entitled to any distribution under the Plan

AFTER‑TAX VOLUNTARY EMPLOYEE CONTRIBUTIONS (Plan Section 4.8) (skip if after‑tax voluntary Employee contributions NOT selected at Question 12.g.)

Matching after‑tax voluntary Employee contributions. There are no Employer matching contributions on after‑tax voluntary Employee contributions unless elected below.

a. [ ] After‑tax voluntary Employee contributions are aggregated with Elective Deferrals for purposes of applying any matching contributions under the Plan (may only be selected with 401(k) plans).

NOTE: After-tax voluntary contributions may be distributed at any time.

INVESTMENTS, PLAN LOANS, AND OTHER PROVISIONS

DIVERSIFICATION UNDER CODE §401(a)(28)(B) (Plan Section 7.9)

The following apply with respect to the diversification out of Employer Stock requirements: (select one or more of a. – d. and choose e. if applicable; if more than one election is made at a. – d., then a Participant may elect which method to use)

a. [X] Distribution in Employer Stock

b. [X] Distribution in cash

c. [X] Alternative investments

d. [X] Transfer to another defined contribution plan

AND, the annual election period will be 90 days after the close of each Plan Year during the "Qualified Election Period" unless a later period is selected below: (choose if applicable):

e. [ ] Instead of 90 days, the annual election period will be: (may not be less than 90 days)

S CORPORATION PROHIBITED ALLOCATIONS. (Plan Section 7.13)

Do the prohibited allocation for S Corporations apply?

a. [ ] No. The Plan has always been maintained by a C Corporation. (skip to Question 48)

b. [ ] Yes.

If YES, will the triennial election of Plan Section 7.13(f) be used to determine "synthetic equity"?

c. [ ] No. (If selected, then the "synthetic equity" to which Regulation §1.409(p)-1(f)(4)(iii) applies is calculated annually on the "determination date.")

d. [ ] Yes.

AND, the "determination date" shall be:

e. [ ] The first day of the Plan Year

f. [ ] Other (enter any other reasonable determination date or dates during a Plan Year)

AND, the first "determination date" to which this provision applies is: (choose if applicable)

                      \(enter date and year\)

In applying the provisions of Plan Section 7.13(e) (transfers to avoid a "nonallocation" year), the Administrator will transfer the minimum number of shares of Employer Stock from the ESOP accounts of "disqualified persons" to the Non-ESOP accounts of those persons that will result in "disqualified persons" owning 50% of the sum of the outstanding shares of stock in the S Corporation (including deemed-owned shares) and the "synthetic equity" shares owned by "disqualified persons." Instead of 50%, the Plan will use the following percent: (choose if applicable)

g. [ ] % (must be at least 40 but less than 50)

DISTRIBUTIONS OF EMPLOYER STOCK. Does the Plan provide for distributions of Employer Stock?

a. [ ] No (may only be selected if the Employer's charter or by-laws restrict Employer Stock ownership to Employees or to a trust under Code §401(a)) (if selected, then skip to Question 48)

b. [X] Yes (if selected and the Employer is an S Corporation or the Employer's charter or by-laws restrict Employer Stock ownership to Employees or to a trust under Code §401(a), then a Participant must sell the Employer Stock to the Employer (a "mandatory put"))

AND, is the Employer Stock subject to a right of first refusal (Plan Section 6.22)?

c. [X] No

d. [ ] Yes, for all Employer Stock

e. [ ] Yes, but only for Employer Stock acquired with the proceeds of an Exempt Loan

AND, is the Employer Stock subject to an optional or "mandatory" put option (Plan Section 6.21)?

f. [X] No (May only be selected if (1) the Employer is an S Corporation, (2) the Employer Stock is publicly traded within the meaning of Code §409(h)(1)(B), (3) the Employer is a bank prohibited by law from purchasing its own stock, or (4) the Employer's charter or by‑laws restrict stock ownership to Employees)

g. [ ] Yes, and the put option period begins on the date following the date of distribution and ends 60 days after such date unless elected below: (choose if applicable)

[ ] the end of the put option period is (must be at least 60 days from the date following the date of distribution (e.g., 60 days after the date the value of the Employer Stock in the distribution is furnished to the Participant))

AND, when the put option is exercised and there is a total distribution, the payment will be made in: (select one)

[ ] a single payment
[ ] substantially equal periodic payments that occur at least annually for: (select one)

a. [ ] one year

b. [ ] five years

c. [ ] other: (may not exceed 5 years)

LEVERAGED ESOP PROVISIONS - EXEMPT LOANS (Plan Section 7.11)

Do the Exempt Loan provisions of the Plan apply?

a. [ ] No. This is a nonleveraged ESOP (skip to Question 49)

b. [X] Yes, and Employer Stock is released from the Suspense Account based on both principal and interest

c. [ ] Yes, and Employer Stock is released from the Suspense Account based on principal only

AND, to the extent a Participant's Account includes Employer Stock acquired with proceeds of an Exempt Loan, may distribution of such stock be made prior to the loan being repaid (Code §409(o)(1)(B))?

d. [X] No

e. [ ] Yes

INCOME ON EMPLOYER STOCK (Plan Section 4.3(c)(5)). The following provisions apply with respect to income on Employer Stock (If the Employer is a C Corporation, then select option a. or b.; if the Employer is an S Corporation then select a.)

a. [ ] Treatment of Income on Employer Stock

Will income allocated to a Participant's or Beneficiary's Account that is attributable to Employer Stock be distributed in cash to the Participant or Beneficiary? (select one)

[ ] No
[ ] Yes

AND, with respect to income on Employer Stock in the Plan's Suspense Account: (select one)

[ ] N/A. The Plan does not have a Suspense Account.
[ ] Income on Employer Stock held in the Suspense Account is used, at the Trustee's discretion, to repay that Exempt Loan. Any income remaining after that repayment will be allocated to the Accounts of Participants and Beneficiaries.
[ ] Income on Employer Stock held in the Suspense Account is allocated to the Accounts of Participants and Beneficiaries.

b. [X] Treatment of Dividends for Deductibility under Code §404(k) (may only be elected if the Employer is a C Corporation). The Employer elects to apply Plan Section 4.3(c) regarding the treatment of dividends for a Code §404(k) deduction. (select one)

To the extent dividends on allocated shares are not used to repay an Exempt Loan, such dividends will be treated in accordance with the following:

[ ] Direct cash payment (Plan Section 4.3(c)(5)(i))
[ ] Cash payment to Plan followed by distribution (Plan Section 4.3(c)(5)(ii))
[X] Participant election between cash and reinvestment (Plan Section 4.3(c)(5)(iii)) and if a Participant elects to receive dividends in cash (instead of reinvestment), those dividends will be: (select one of a. or b. and one of c. or d.)

a. [ ] paid in cash to the Participant

b. [X] paid to the Plan and distributed in cash to the Participant

AND, if a Participant fails to make an election, the dividends with respect to "Applicable Employer Stock" allocated to the Participant's Account will be:

c. [ ] paid in accordance with whichever cash option, a. or b. was selected above

d. [X] reinvested in Employer Stock

REBALANCING AND RESHUFFLING (Plan Section 7.14) Does the Plan provide for "rebalancing" or "reshuffling" Employer Stock?

a. [X] No

b. [ ] Yes (select 1. and/or 2.)

[ ] "Rebalancing" (Plan Section 7.14(a)) will apply in accordance with the following: (select a. or b.)

a. [ ] The Administrator will rebalance Participant Accounts as soon as practicable after the end of each Plan Year based on the valuation of the assets (including the Employer Stock) as of the last day of such Plan Year. The number of shares of Employer Stock to be rebalanced will be an amount sufficient to provide all Participants with an equal percentage of their total Accounts (excluding any Rollover Accounts) invested in Employer Stock.

b. [ ] The Administrator will rebalance Participant Accounts as soon as practicable on a date different than the end of the Plan Year based on the valuation of the assets (including the Employer Stock) as of such date. The number of shares of Employer Stock to be rebalanced will be an amount sufficient to provide all Participants with an equal percentage of their total Accounts (excluding any Rollover Accounts) invested in Employer Stock. Please enter the rebalance date:

[ ] "Reshuffling" (Plan Section 7.14(b)) will apply in accordance with the following: (select a. or b.)

a. [ ] The Administrator will reshuffle Participant Accounts as soon as practicable after the end of each Plan Year based on the valuation of the assets (including the Employer Stock) as of the last day of such Plan Year.

b. [ ] The Administrator will reshuffle Participant Accounts as soon as practicable on a date based on the most recent valuation of Employer Stock as of such date. Please enter the reshuffle date:

Note: Reshuffling can only be applied to terminated Employees for purposes of segregation of Employer Stock to active (non-terminated) Participant Accounts. Reshuffling only the Accounts of all Participants who have terminated employment will generally satisfy the current and effective availability nondiscrimination requirements of Regulation §1.401(a)(4). Reshuffling provisions must preclude shares diversified under sections 401(a)(28)(B) or 401(a)(35) from being mandatorily returned to Participants' accounts.

QUALIFIED RESERVIST AND HEART ACT (Plan Section 4.11) (select one or more)

a. [ ] HEART Act Continued benefit accruals. Continued benefit accruals will apply

b. [X] Distributions for deemed severance of employment. The Plan permits distributions for deemed severance of employment.

c. [ ] Qualified reservist distributions. Qualified reservist distributions are permitted. (may only be selected for 401(k) plans)

Reliance on Provider Opinion Letter. The Provider has obtained from the IRS an Opinion Letter specifying the form of this document satisfies Code §401 as of the date of the Opinion Letter. An adopting Employer may rely on the Provider's IRS Opinion Letter only to the extent provided in Rev. Proc. 2017-41 or subsequent guidance. 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. 2017‑41 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.

An Employer who has ever maintained or who later adopts any plan (including a welfare benefit fund, as defined in Code §419(e), which provides post-retirement medical benefits allocated to separate accounts for key employees, as defined in Code §419A(d)(3), or an individual medical account, as defined in Code §415(l)(2)) in addition to this Plan may not rely on the opinion letter issued by the Internal Revenue Service with respect to the requirements of Code §§ 415 and 416. In addition, an Employer using this Adoption Agreement may not adopt profit-sharing and/or 401(k) features without also adopting the ESOP portion of the Plan.

This Adoption Agreement may be used only in conjunction with basic plan document #04. This Adoption Agreement and the basic Plan document will together be known as FIS Business Systems LLC Non-Standardized Employee Stock Ownership (ESOP) Pre-Approved Plan #001.

The adoption of this Plan, its qualification by the IRS, and the related tax consequences are the responsibility of the Employer and its independent tax and legal advisors.

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.)

The Provider, McAfee & Taft A Professional Corporation will notify all adopting Employers of any amendment to this Pre-approved Plan or of any abandonment or discontinuance by the Provider of its maintenance of this Pre-approved Plan. In addition, this Plan is provided to the Employer either in connection with investment in a product or pursuant to a contract or other arrangement for products and/or services. Upon cessation of such investment in a product or cessation of such contract or arrangement, as applicable, the Employer is no longer considered to be an adopter of this Plan and the Provider no longer has any obligations to the Employer that relate to the adoption of this Plan. For inquiries regarding the adoption of the Pre-approved Plan, the Provider's intended meaning of any Plan provisions or the effect of the Opinion Letter issued to the Provider, please contact the Provider or the Provider's representative.

Provider Name: McAfee & Taft A Professional Corporation

Address: 8th Floor, Two Leadership Square

Oklahoma City Oklahoma 73102

Telephone Number: 4055522231

Email address (optional): _____________________________

The Employer, by executing below, hereby adopts this Plan (add additional signature lines as needed).

EMPLOYER: BancFirst Corporation

By: /s/ Randy Foraker, EVP & Secretary July 28, 2022

DATE SIGNED

Non-Standardized ESOP

APPENDIX A

SPECIAL EFFECTIVE DATES AND OTHER PERMITTED ELECTIONS

A. Special effective dates/spin-offs/mergers (the following elections are optional):

a. [ ] Employer matching contributions. The Employer matching contribution provisions under Question 28 are effective: . (may only be selected with 401(k) plans)

b. [ ] Employer Nonelective contributions. The Employer Nonelective contribution provisions under Questions 30 and 31 are effective: .

c. [ ] Distribution elections. The distribution elections under Questions (Choose 34 ‑ 39 as applicable) are effective: .

d. [ ] Other special effective date(s): . For periods prior to the specified special effective date(s), the Plan terms in effect prior to its restatement under this Adoption Agreement will control for purposes of the designated provisions. A special effective date may not result in the delay of a Plan provision beyond the permissible effective date under any applicable law. (The Employer has reliance on the IRS Opinion Letter only if the features described in the preceding sentence constitute protected benefits within the meaning of Code Section 411(d)(6) and the regulations thereunder, and only if such features are permissible in a "Cycle 3" preapproved plan, i.e., the features are not specifically prohibited by Revenue Procedure 2017-41 (or any superseding guidance)).

e. [ ] Spin-off. The Plan was a spin‑off from the (enter name of plan), which was originally effective (enter effective date of original plan). (The Employer has reliance on the IRS Opinion Letter only if the features described in the preceding sentence constitute protected benefits within the meaning of Code Section 411(d)(6) and the regulations thereunder, and only if such features are permissible in a "Cycle 3" preapproved plan, i.e., the features are not specifically prohibited by Revenue Procedure 2017-41 (or any superseding guidance)).

f. [ ] Merged plans. The following plan(s) are merged into this Plan (enter applicable information; attach addendum if more than 4 merged plans). (The Employer has reliance on the IRS Opinion Letter only if the features described in the preceding sentence constitute protected benefits within the meaning of Code Section 411(d)(6) and the regulations thereunder, and only if such features are permissible in a "Cycle 3" preapproved plan, i.e., the features are not specifically prohibited by Revenue Procedure 2017-41 (or any superseding guidance)).

Name of merged plan	Merger date	Original effective date<br><br>of merged plan
1.
2.
3.
4.

B. Other permitted elections (the following elections are optional):

a. [ ] No other permitted elections

The following elections apply (select one or more):

b. [ ] Deemed 125 compensation (Plan Section 1.42). Deemed 125 compensation will be included in Compensation and 415 Compensation.

c. [X] Reemployed after five (5) 1‑Year Breaks in Service ("rule of parity" provisions) (Plan Section 3.5(d)). The "rule of parity" provisions in Plan Section 3.5(d) will not apply for (select one or both):

[X] eligibility purposes
[ ] vesting purposes

d. [ ] The "one‑year hold‑out" rule described in Plan Section 3.5(e) will apply to (select one or both):

[ ] determine eligibility (for all contributions types except Elective Deferrals)
[ ] determine vesting

e. [ ] Normal form of annuity. If the Plan permits an annuity form of payment (e.g., if 34.f.1., f.2. or g. is selected), instead of a joint and 50% survivor annuity, the normal form of the qualified Joint and Survivor Annuity will be:

[ ] joint and 100% survivor annuity
[ ] joint and 75% survivor annuity
[ ] joint and 66 2/3% survivor annuity

f. [X] Beneficiary if no beneficiary elected by Participant (Plan Section 6.2(e)). In the event no valid designation of Beneficiary exists, then in lieu of the order set forth in Plan Section 6.2(e), the following order of priority will be used:

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the participant's surviving spouse, then the participant's estate (specify an order of beneficiaries; e.g., children per stirpes, parents, and then step‑children).

g. [ ] "Section 411(d)(6) protected benefits" (Plan Section 8.1(b)). The following are Code §411(d)(6) protected benefits that are preserved under this Plan: (specify the protected benefits and the accrued benefits that are subject to the protected benefits). (The Employer has reliance on the IRS Opinion Letter only if the features described in the preceding sentence constitute protected benefits within the meaning of Code Section 411(d)(6) and the regulations thereunder, and only if such features are permissible in a "Cycle 3" preapproved plan, i.e., the features are not specifically prohibited by Revenue Procedure 2017-41 (or any superseding guidance)). In addition, list additional information such as the source name and the former plan sponsor.

h. [ ] Limitation Year (Plan Section 1.50). The Limitation Year for Code §415 purposes will be (must be a consecutive twelve-month period) instead of the "determination period" for Compensation.

i. [ ] 415 Limits when 2 or more defined contribution plans are maintained (Plan Section 4.4). If any Participant is covered under another qualified defined contribution plan maintained by the Employer or an Affiliated Employer, or if the Employer or an Affiliated Employer maintains a welfare benefit fund, as defined in Code §419(e), or an individual medical account, as defined in Code §415(l)(2), under which amounts are treated as "annual additions" with respect to any Participant in this Plan, then the provisions of Plan Section 4.4(b) will apply unless otherwise specified below:

[ ] Specify, in a manner that precludes Employer discretion, the method under which the plans will limit total "annual additions" to the "maximum permissible amount" and will properly reduce any "excess amounts": ___________________________________________________________________.

j. [ ] Top‑heavy duplications (select one or more)

[ ] Top‑heavy duplications when 2 or more defined contribution plans are maintained (Plan Section 4.3(f)). When a Non‑Key Employee is a Participant in this Plan and another defined contribution plan maintained by the Employer that is subject to the top‑heavy rules then the top-heavy minimum benefits in this Plan are reduced in accordance with Plan Section 4.3(f) unless otherwise elected below (select one):

a. [ ] The full top‑heavy minimum will be provided in each plan.

b. [ ] A minimum, non‑integrated contribution of 3% of each Non‑Key Employee's 415 Compensation will be provided in the Money Purchase Pension Plan (or other plan subject to Code §412).

c. [ ] Specify the method under which the plans will provide top‑heavy minimum benefits for Non‑Key Employees that will preclude Employer discretion and avoid inadvertent omissions, including any adjustments required under Code §415: .

NOTE: If b. or c. is selected then (1) an Employer may not rely on the opinion letter issued by the Internal Revenue Service with respect to the requirements of Code §416, and (2), if the plans do not benefit the same Participants, the uniformity requirement of the Regulations under Code §401(a)(4) may be violated.

[ ] Top‑heavy duplications when a defined benefit plan is maintained (Plan Section 4.3(i)). When a Non‑Key Employee is a Participant in this Plan for a Plan Year and also accrues a benefit for the same Plan Year in a defined benefit plan maintained by the Employer that is subject to the top‑heavy rules, indicate which method will be utilized to avoid duplication of top‑heavy minimum benefits: (select one of a. ‑ d. AND complete e. or select f.)

a. [ ] The full top‑heavy minimum will be provided in each plan (if selected, Plan Section 4.3(i) will not apply).

b. [ ] 5% defined contribution minimum

c. [ ] 2% defined benefit minimum will be made in the (enter the name of the other plan)

d. [ ] Specify the method under which the plans will provide top‑heavy minimum benefits for Non‑Key Employees that will preclude Employer discretion and avoid inadvertent omissions:

NOTE: If b., c., or d. is selected then (1) an Employer may not rely on the opinion letter issued by the Internal Revenue Service with respect to the requirements of Code §416, and (2), if the plans do not benefit the same Participants, the uniformity requirement of the Regulations under Code §401(a)(4) may be violated.

AND, the "present value" (Plan Section 9.2) for top‑heavy purposes will be based on:

e. [ ] Interest Rate:

Mortality Table:

f. [ ] The interest rate and mortality table specified to determine "present value" for top‑heavy purposes in the defined benefit plan.

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AND, a Participant must be employed on the last day of the Plan Year in order to receive the top-heavy minimum (Plan Section 4.3(h)) unless elected below.

g. [ ] A Participant is not required to be employed by the Employer on the last day of the Plan Year.

[ ] If the minimum benefit requirement shall be met in another plan (including another plan that consists solely of a cash or deferred arrangement which meets the requirements of Code §401(k)(12) and matching contributions with respect to which the requirements of Code §401(m)(11) apply), the Employer must specify the name of the other plan, the minimum benefit that will be provided under such other plan, and the Employees who will receive the minimum benefit under such other plan: .

k. [ ] Recognition of Service with other employers (Plan Sections 1.64 and 1.90). Service with the following employers (in addition to those specified at Question 16) will be recognized as follows (select one or more; if more than 6 employers, attach an addendum to the Adoption Agreement):

	Eligibility	Vesting	Contribution<br><br>Allocation
1. [ ] Employer name:______________________	a. [ ]	b. [ ]	c. [ ]
2. [ ] Employer name:______________________	a. [ ]	b. [ ]	c. [ ]
3. [ ] Employer name:______________________	a. [ ]	b. [ ]	c. [ ]
4. [ ] Employer name:______________________	a. [ ]	b. [ ]	c. [ ]
5. [ ] Employer name:______________________	a. [ ]	b. [ ]	c. [ ]
6. [ ] Employer name:______________________	a. [ ]	b. [ ]	c. [ ]
Limitations
7. [ ] The following provisions or limitations apply with respect to the recognition of service: ____ (e.g., credit service with X only on/following 1/1/19 or credit all service with entities the Employer acquires after 12/31/18)	a. [ ]	b. [ ]	c. [ ]

l. [ ] Other vesting provisions. The following vesting provisions apply to the Plan (select one or more):

[ ] Special vesting provisions. The following special provisions apply to the vesting provisions of the Plan:

(must be definitely determinable, non‑discriminatory under Code §401(a)(4) and otherwise satisfy the parameters set forth in Questions 18 and 19 and Plan Section 6.4.; e.g., rather than the schedule specified at Question 18, the 5‑year graded schedule applies to amounts merged into the Plan from the XYZ Plan.)

[ ] Pre‑amendment vesting schedule. (Plan Section 6.4). If the vesting schedule has been amended and a different vesting schedule other than the schedule at Question 18 applies to any Participants, then the following provisions apply (must select one of a. ‑ d.):

Applicable Participants. The vesting schedules in Question 18 only apply to:

a. [ ] Participants who are Employees as of (enter date).

b. [ ] Participants in the Plan who have an Hour of Service on or after (enter date).

c. [ ] Participants (even if not an Employee) in the Plan on or after (enter date).

d. [ ] Other: (e.g., Participants in division A). (Must be nondiscriminatory, preclude Employer discretion, and avoid inadvertent omissions).

m. [ ] Top‑heavy vesting schedule (Plan Section 6.4(e)).

Instead of any other vesting schedules set forth in the Plan, if this Plan becomes a Top‑Heavy Plan, the following vesting schedule, based on number of Years of Service (or Periods of Service if the elapsed time method is selected) will apply:

[ ] 6 Year Graded: 0‑1 year‑0%; 2 years‑20%; 3 years‑40%; 4 years‑60%; 5 years‑80%; 6 years‑100%
[ ] 3 Year Cliff: 0‑2 years‑0%; 3 years‑100%

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[ ] Other ‑ Must be at least as liberal as either 1. or 2. above in each year without switching between the two schedules. (if a different top-heavy schedule applies to different contribution sources, attach an addendum specifying the schedule that applies to each source):

Years (or Periods) of Service	Percentage
______	______%
______	______%
______	______%
______	______%
______	______%
______	______%

NOTE: This Section does not apply to the Account balance of any Participant who does not have an Hour of Service after the Plan has initially become top‑heavy. Such Participant's Vested Account balance will be determined without regard to this Section.

n. [ ] Leased Employees (Plan Section 1.51)

[ ] Offset of contributions to leasing organization plan. 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.
[ ] Disregard one year requirement. The definition of Leased Employee shall be applied by disregarding the requirement of performing services for at least one year, for the following contributions (select a. or all that apply of b.1. ‑ b.3.) (Elective Deferrals include Roth Elective Deferrals, "ADP test safe harbor contributions" (including those made pursuant to a QACA) and after‑tax voluntary Employee contributions, and rollover contributions; Matching includes QMACs; and Nonelective contributions include QNECs):

a. [ ] All contributions

b. [ ] The following contributions (select all that apply)

[ ] Elective Deferrals
[ ] Matching contributions
[ ] Nonelective contributions

o. [ ] Minimum distribution transitional rules (Plan Section 6.8(e)(5))

NOTE: This Section does not apply to (1) a new Plan, (2) an amendment or restatement of an existing Plan that never contained the provisions of Code §401(a)(9) as in effect prior to the amendments made by the Small Business Job Protection Act of 1996 (SBJPA), or (3) a Plan where the transition rules below do not affect any current Participants.

The "required beginning date" for a Participant who is not a "five percent (5%) owner" is:

[ ] April 1st of the calendar year following the year in which the Participant attains age 70 1/2. (pre‑SBJPA rules continue to apply)
[ ] April 1st of the calendar year following the later of the year in which the Participant attains age 70 1/2 or retires (the post‑SBJPA rules), with the following exceptions (select one or both; leave blank if both applied effective as of January 1, 1996):

a. [ ] A Participant who was already receiving required minimum distributions under the pre‑SBJPA rules as of (may not be earlier than January 1, 1996) was allowed to stop receiving distributions and have them recommence in accordance with the post‑SBJPA rules. Upon the recommencement of distributions, if the Plan permits annuities as a form of distribution then the following apply:

[ ] N/A (annuity distributions are not permitted)
[ ] Upon the recommencement of distributions, the original Annuity Starting Date will be retained.
[ ] Upon the recommencement of distributions, a new Annuity Starting Date is created.

b. [ ] A Participant who had not begun receiving required minimum distributions as of

(may not be earlier than January 1, 1996) may elect to defer commencement of distributions until retirement. The option to defer the commencement of distributions (i.e., to elect to receive in‑service distributions upon attainment of age 70 1/2) applies to all such Participants unless selected below:

[ ] The in‑service distribution option was eliminated with respect to Participants who attained age 70 1/2 in or after the calendar year that began after the later of (1) December

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31, 1998, or (2) the adoption date of the restatement to bring the Plan into compliance with the SBJPA.

p. [ ] Other spousal provisions (select one or more)

[ ] One‑year marriage rule. For purposes of the Plan, other than for purposes of determining eligible hardship distribution expenses, an individual is treated as Spouse only if such individual was married throughout the one year period ending on the earlier of the Annuity Starting Date or the date of the Participant's death.
[ ] Definition of Spouse. The term Spouse includes a spouse under federal law as well as the following:

(Note: This definition shall apply for all Plan purposes OTHER than those mandated by Code §401(a) such as the required minimum distribution provides and qualified joint and survivor annuity provisions. For example, the selected definition will apply to the determination of default beneficiary provisions.)

[ ] Automatic revocation of spousal designation (Plan Section 6.2(f)). The automatic revocation of a spousal Beneficiary designation in the case of divorce does not apply.
[ ] Timing of QDRO payment. A distribution to an Alternate Payee shall not be permitted prior to the time a Participant would be entitled to a distribution.

q. [ ] Applicable law. Instead of using the applicable laws set forth in Plan Section 10.4(a), the Plan will be governed by the laws of:

r. [ ] Total and Permanent Disability. Instead of the definition at Plan Section 1.85, Total and Permanent Disability means: (must be definitely determinable).

s. [ ] Inclusion of Reclassified Employees (Plan Section 1.27(a)). The Employer does not exclude Reclassified Employees subject to the following provisions: (leave blank if not applicable):

t. [ ] Age 62 In‑Service Distributions for Transferred Money Purchase Assets (Plan Section 6.11)

In‑service distributions will be allowed for Participants at age 62. (applies only for Transfer Accounts from a Money Purchase Pension Plan) (skip this question if in-service distributions are already permitted for Transferred Accounts at Question 38)

Limitations. The following limitations apply to these in‑service distributions:

[ ] The Plan already provides for in‑service distributions and the restrictions set forth in the Plan (e.g., minimum amount of distributions or frequency of distributions) are applicable to in‑service distributions at age 62.
[ ] N/A (no limitations)
[ ] The following elections apply to in‑service distributions at age 62 (select one or more):

a. [ ] The minimum amount of a distribution is $ (may not exceed $1,000).

b. [ ] No more than distribution(s) may be made to a Participant during a Plan Year.

c. [ ] Distributions may only be made from Accounts which are fully Vested.

d. [ ] In‑service distributions may be made subject to the following provisions: (must be definitely determinable and not subject to discretion).

u. [ ] Other provisions for matching contributions (select one or more; may only be selected for 401(k) plans)

[ ] Match applied to elective deferrals to Code §403(b) arrangement. In applying any matching contributions in this Plan, elective deferrals to a Code §403(b) arrangement maintained by the Employer will be aggregated with Elective Deferrals to this Plan.
[ ] Match applied to contributions made to Code §457(b) plan. In applying any matching contributions in this Plan, contributions to a Code §457(b) plan maintained by the Employer will be aggregated with Elective Deferrals to this Plan.
[ ] Matching contributions not used to satisfy top‑heavy contribution (Plan Section 4.3(j)). Employer matching contributions will NOT be taken into account for purposes of satisfying the minimum contribution requirements of Code §416(c)(2) and the Plan.

v. [ ] QACA safe harbor contributions vesting options. The vesting options selected at Question 19 on the Adoption Agreement also apply to the Participant's Qualified Automatic Contribution Safe Harbor Account unless otherwise selected below (select all that apply):

Excluded service prior to initial Effective Date of Plan or a predecessor plan (as defined in Regulations §1.411(a)-5(b)(3))

[ ] applies
[ ] does not apply

Excluded service prior to the computation period in which an Employee has attained age 18

[ ] applies
[ ] does not apply

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Full vesting upon death

[ ] applies
[ ] does not apply

Full vesting upon Total and Permanent Disability

[ ] applies
[ ] does not apply

w. [X] Investment Fiduciary

[ ] Administrator (use Administrator address and telephone number)
[X] The Employer or a Committee appointed by the Employer (use Employer address and telephone number)

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ADMINISTRATIVE PROCEDURES

The following are optional administrative provisions. The Administrator may implement procedures that override any elections in this Section without a formal Plan amendment. In addition, modifications to these procedures will not affect an Employer's reliance on the Plan.

A. Loan limitations. Note: the separate loan program required by the DOL will override any inconsistent selections made below. (complete only if loans to Participants are permitted)

a. [ ] Limitations (select one or more; leave blank if none apply):

[ ] Loans will be treated as Participant directed investments.
[ ] Loans will only be made for hardship or financial necessity as defined below (select a. or b.)

a. [ ] hardship reasons specified in Plan Section 12.10

b. [ ] other: (specify financial necessity)

[ ] The minimum loan will be $ (may not exceed $1,000).
[ ] A Participant may only have (e.g., one (1)) loan(s) outstanding at any time.
[ ] All outstanding loan balances will become due and payable in their entirety upon severance of employment unless directly rolled over (if otherwise permitted) to another employer's plan.
[ ] The home loan term will be years. (if not selected, the Administrator establishes the term for repayment of a home loan)
[ ] Account restrictions. Loans will only be permitted from the following Participant Accounts (select all that apply or leave blank if no limitations apply):

a. [ ] Pre‑Tax Elective Deferral Account (may only be selected with 401(k) Plans)

b. [ ] Roth Elective Deferral Account (may only be selected with 401(k) Plans)

c. [ ] Account(s) attributable to Employer matching contributions (includes matching "ADP test safe harbor contributions") (may only be selected with 401(k) Plans)

d. [ ] Account attributable to Employer Nonelective contributions

e. [ ] Qualified Nonelective Contribution Account (for 401(k) plans, includes nonelective "ADP test safe harbor contributions")

f. [ ] Rollover Account

g. [ ] Transfer Account attributable to (select one or both; may only be selected if this Plan does not include Money Purchase Pension Plan contributions):

[ ] non‑pension assets
[ ] pension assets (e.g., from a money purchase pension plan)

h. [ ] Voluntary Contribution Account

i. [ ] Other:

AND, if loans are restricted to certain Accounts, the limitations of Code §72(p) and the adequate security requirement of the DOL Regulations will be applied:

j. [ ] by determining the limits by only considering the restricted Accounts.

k. [ ] by determining the limits taking into account a Participant's entire interest in the Plan.

Additional loan provisions (select all that apply; leave blank if none apply)

b. [ ] Loan payments. Loans are repaid by (if left blank, then payroll deduction applies unless Participant is not subject to payroll; e.g., partner who only has a draw):

[ ] payroll deduction
[ ] ACH (Automated Clearing House)
[ ] check

a. [ ] Only for prepayment

c. [ ] Interest rate. Loans will be granted at the following interest rate (if left blank, then 3. below applies):

[ ] percentage points over the prime interest rate
[ ] %
[ ] the Administrator establishes the rate in a nondiscriminatory manner

d. [ ] Refinancing. Loan refinancing is allowed.

B. Life insurance. (Plan Section 7.5)

a. [X] Life insurance may not be purchased.

b. [ ] Life insurance may be purchased...

[ ] at the option of the Administrator
[ ] at the option of the Participant

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Limitations

[ ] N/A (no limitations)
[ ] The purchase of initial or additional life insurance will be subject to the following limitations (select one or more):

a. [ ] Each initial Contract will have a minimum face amount of $ .

b. [ ] Each additional Contract will have a minimum face amount of $ .

c. [ ] The Participant has completed Years (or Periods) of Service.

d. [ ] The Participant has completed Years (or Periods) of Service while a Participant in the Plan.

e. [ ] The Participant is under age on the Contract issue date.

f. [ ] The maximum amount of all Contracts on behalf of a Participant may not exceed $ .

g. [ ] The maximum face amount of any life insurance Contract will be $ .

C. Plan expenses and Forfeitures

Plan expenses. Will the Plan assess against an individual Participant's Account certain Plan expenses that are incurred by, or are attributable to, a particular Participant based on use of a particular Plan service?

a. [ ] No

b. [X] Yes

Use of Forfeitures (skip if this Plan includes prior Money Purchase Pension Plan contributions; for Plans with Money Purchase Pension Plan contributions, see 32.d.-g. on the Adoption Agreement)

Other than Employer matching contributions. Forfeitures of amounts attributable to Employer contributions other than Employer matching contributions will be:

c. [X] added to any Employer discretionary contribution (for 401(k) plans, matching or profit sharing) and allocated in the same manner

d. [ ] used to reduce any Employer contribution

e. [ ] added to any Employer matching contribution and allocated as an additional matching contribution (may only be selected with 401(k) Plans)

f. [ ] allocated to all Participants eligible to share in the allocations of profit sharing contributions or Forfeitures in the same proportion that each Participant's Compensation for the Plan Year bears to the Compensation of all Participants for such year

g. [ ] other: (describe the treatment of Forfeitures in a manner that is definitely determinable and not subject to Employer discretion)

Matching contributions. Forfeitures of amounts attributable to Employer matching contributions will be: (skip if this is NOT a 401(k) Plan)

h. [ ] N/A (same as above or no Employer matching contributions)

i. [ ] used to reduce the Employer matching contribution

j. [ ] added to any Employer matching contribution and allocated as an additional matching contribution

k. [ ] added to any Employer discretionary profit sharing contribution

l. [ ] used to reduce any Employer contribution

m. [ ] other: (describe the treatment of Forfeitures in a manner that is definitely determinable and not subject to Employer discretion)

NOTE: The reallocation of Forfeitures could affect the Plan's top-heavy exemption (see Plan Section 12.8(f)). One approach to avoid this result is to provide for a discretionary matching contribution that satisfies the "ACP test safe harbor" provisions (i.e., select Question 28A.b and select a discretionary matching contribution at Question 29) and then allocate Forfeitures as a matching contribution.

D. Directed investments (Plan Section 4.10)

a. [X] Participant directed investments are NOT permitted.

b. [ ] Participant directed investments are permitted from the following Participant Accounts:

[ ] all Accounts
[ ] only from the following Accounts (select one or more):

a. [ ] Pre‑Tax Elective Deferral Account (may only be selected with 401(k) Plans)

b. [ ] Roth Elective Deferral Account (may only be selected with 401(k) Plans)

c. [ ] Account(s) attributable to Employer matching contributions (includes matching "ADP test safe harbor contributions") (may only be selected with 401(k) Plans)

d. [ ] Account attributable to Employer Nonelective contributions

e. [ ] Qualified Nonelective Contribution Account (for 401(k) plans, includes nonelective "ADP test safe harbor contributions")

f. [ ] Rollover Account

g. [ ] Transfer Account

h. [ ] Voluntary Contribution Account

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i. [ ] Other: (specify Account(s) and conditions in a manner that is definitely determinable and not subject to Employer discretion)

Directed investment options (If directed investments are permitted, select all that apply; leave blank if none apply)

c. [ ] ERISA Section 404(c). It is intended that the Plan comply with ERISA Section 404(c) with respect to the Accounts subject to Participant investment directions.

E. Rollover limitations. Will the Plan specify which sources of rollovers will be accepted? (skip if rollover contributions are NOT selected at 12.f.)

a. [ ] No, Administrator determines in operation which sources will be accepted.

b. [ ] Yes

Rollover sources. Indicate the sources of rollovers that will be accepted (select one or more)

[ ] Direct rollovers. Plan will accept a direct rollover of an eligible rollover distribution from (select one or more):

a. [ ] a qualified plan described in Code §401(a) (including a 401(k) plan, profit sharing plan, defined benefit plan, stock bonus plan and money purchase plan), excluding after‑tax employee contributions

b. [ ] a qualified plan described in Code §401(a) (including a 401(k) plan, profit sharing plan, defined benefit plan, stock bonus plan and money purchase plan), including after‑tax employee contributions

c. [ ] a plan described in Code §403(a) (an annuity plan), excluding after‑tax employee contributions

d. [ ] a plan described in Code §403(a) (an annuity plan), including after‑tax employee contributions

e. [ ] a plan described in Code §403(b) (a tax‑sheltered annuity), excluding after‑tax employee contributions

f. [ ] a plan described in Code §403(b) (a tax‑sheltered annuity), including after‑tax employee contributions

g. [ ] a governmental plan described in Code §457(b) (eligible deferred compensation plan)

h. [ ] if this Plan permits Roth Elective Deferrals, a Roth Elective Deferral Account from (select one or more) (may only be selected with 401(k) Plans):

[ ] a qualified plan described in Code §401(a)
[ ] a plan described in Code §403(b) (a tax‑sheltered annuity)

Direct rollovers of Participant loan. The Plan will NOT accept a direct rollover of a Participant loan from another plan unless selected below (leave blank if default applies)

i. [ ] The Plan will accept a direct rollover of a Participant loan

[ ] only in the following situation(s): (e.g., only from Participants who were employees of an acquired organization; leave blank if not applicable).
[ ] Participant rollover contributions from other plans (i.e., not via a direct plan‑to‑plan transfer). The Plan will accept a contribution of an eligible rollover distribution (select one or more):

a. [ ] a qualified plan described in Code §401(a) (including a 401(k) plan, profit sharing plan, defined benefit plan, stock bonus plan and money purchase plan)

b. [ ] a plan described in Code §403(a) (an annuity plan)

c. [ ] a plan described in Code §403(b) (a tax‑sheltered annuity)

d. [ ] a governmental plan described in Code §457(b) (eligible deferred compensation plan)

[ ] Participant rollover contributions from IRAs: The Plan will accept a rollover contribution of the portion of a distribution from a traditional IRA that is eligible to be rolled over and would otherwise be includible in gross income. Rollovers from Roth IRAs or a Coverdell Education Savings Account (formerly known as an Education IRA) are not permitted because they are not traditional IRAs. A rollover from a SIMPLE IRA is allowed if the amounts are rolled over after the individual has been in the SIMPLE IRA for at least two years.

F. Elective Deferral procedures (may only be selected with 401(k) Plans)

Optional date. Participants may commence Elective Deferrals on the effective date of participation. Participants may also commence making Elective Deferrals on (leave blank if not applicable):

a. [ ] (must be at least once each calendar year)

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Elective Deferral modifications. Participants may modify Elective Deferral elections:

b. [ ] as of each payroll period

c. [ ] on the first day of each month

d. [ ] on the first day of each Plan Year quarter

e. [ ] on the first day of the Plan Year or the first day of the 7th month of the Plan Year

f. [ ] other: (must be at least once each calendar year)

Escalation (leave blank if not applicable)

g. [ ] Include option for Participants to elect to automatically escalate an Affirmative Election in accordance with the following:

Escalation amount. A Participant's Affirmative Election will increase by:

[ ] % of Compensation

a. [ ] up to a maximum of % of Compensation (leave blank if no limit)

[ ] other:

Timing of escalation. The escalation will apply as of:

[ ] first day of each Plan Year
[ ] anniversary of date of participation
[ ] other:

First period of application. Unless selected below, the escalation provision above will apply as of the second period specified above that begins after the period in which the Participant first has contributions made pursuant to a default election.

[ ] The escalation provision will apply as of the first period after the Participant first has contributions made pursuant to a default election.

Suspended Elective Deferrals. If a Participant's Elective Deferrals must be suspended pursuant to a provision of the Plan, then a Participant is deemed to have made as of the date the suspension period begins, an Affirmative Election to have no Elective Deferrals made to the Plan unless otherwise selected below.

h. [ ] the Participant's Affirmative Election will resume after the suspension period.

i. [ ] the Participant is deemed to have no Affirmative Election after the suspension period (e.g., for purposes of applying any Automatic Deferral provisions).

Re-enrollment of existing Affirmative Elections. Affirmative Elections will remain in effect until revoked or modified by a Participant unless selected below.

j. [ ] Affirmative Elections lapse at the end of each Plan Year.

k. [ ] Affirmative Elections lapse:

Application to Automatic Deferral provisions to rehired Employees. Unless this Plan is a QACA, or with respect to withdrawal rights for EACAs, then rehired Employees are treated as new hires pursuant to the following (leave blank if not applicable):

l. [ ] A rehired Employee is only treated as a new hire for purposes of the Automatic Deferral provisions (except as otherwise provided in the Basic Plan Document) if the rehired Employee has separated from service for at least

(enter a period; e.g., 3 months)

G. Trustee(s) or Insurer(s). Information regarding Trustee(s)/Insurer(s) (required for the Summary Plan Description and, if requested, the Trust Agreement)

(NOTE: Select a. if not using provided trust. MUST select b and following questions as applicable):

a. [ ] Do not produce the trust agreement

b. [X] Complete the following UNLESS not selecting supporting forms:

Trustee/Insurer (select c. OR one or more of d. - e.)

c. [ ] Insurer. This Plan is funded exclusively with Contracts (select one or more of 1. - 4. skip to q.)

Name of Insurer(s)/Address

[ ] _______________________________________
[ ] _______________________________________
[ ] Use Employer address/telephone number/email
[ ] Use following address/telephone number/email

a. Street: ____________________________

b. City: _____________________________

c. State: _____________________________

d. Zip: ______________________________

Non-Standardized ESOP

e. Telephone: ________________________

f. Email: ____________________________

d. [ ] Individual Trustee(s)

e. [X] Corporate Trustee

Name of Trust

f. Specify name of Trust (required for FIS trust): BancFirst Corporation Employee Stock Ownership Trust

Individual Trustees (if d. selected above, complete g. – j.)

Directed/Discretionary Trustees. The individual Trustee(s) executing this Adoption Agreement are (select g. or h.)

g. [ ] Select for each individual Trustee (skip to next question)

h. [ ] The following selections apply to all individual Trustee(s) (select 1. - 4. as applicable)

[ ] A discretionary Trustee over all plan assets (may not be selected with 2. - 4.)
[ ] A nondiscretionary (directed) Trustee over all plan assets (may not be selected with 1., 3. or 4.)
[ ] The individual Trustee(s) will serve as a discretionary Trustee over the following assets: (may not be selected with 1. or 2.)
[ ] The individual Trustee(s) will serve as a nondiscretionary (directed) Trustee over the following assets:

(may not be selected with 1. or 2.)

Individual Trustee(s)

i. [ ] Individual Trustee(s) are (select one or more of a. - j.; enter address at j. below)

a. Name _____________________

Title/Email:

Title ____________________
Email (optional)

Trustee is: (complete if g. selected above; select 3. - 6. as applicable)

[ ] Discretionary Trustee over all plan assets (may not be selected with 4. - 6.)
[ ] A discretionary Trustee over the following plan assets: (may not be selected with 3. or 5.)
[ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.)
[ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets: (may not be selected with 3. or 5.)

j. [ ] Individual Trustee Address (complete if d. selected above)

[ ] Use Employer address/telephone number/email
[ ] Use following address/telephone number/email

a. Street: _____________________________

b. City: ______________________________

c. State: ______________________________

d. Zip: _______________________________

e. Telephone: _________________________

f. Email: _____________________________

Corporate Trustee Name/Type/Address (complete if e. selected above)

k. [X] Name BancFirst

Address/telephone number/email

[X] Use Employer address/telephone number/email
[ ] Use following address/telephone number/email

a. Street: ____________________________

b. City: _____________________________

c. State: _____________________________

d. Zip: ______________________________

e. Telephone: _________________________

f. Email: _____________________________

Directed/Discretionary. The Corporate Trustee is (select 3. - 6. as applicable)

[ ] A discretionary Trustee over all plan assets (may not be selected with 4. – 6.)
[X] A nondiscretionary (directed) Trustee over all plan assets (may not be selected with 3., 5. or 6.)
[ ] A discretionary Trustee over the following assets: (may not be selected with 3. – 4.)

Non-Standardized ESOP

[ ] A nondiscretionary (directed) Trustee over the following plan assets (may not be selected with 3. – 4.)

Signee (optional):

[ ] Name of person signing on behalf of the corporate Trustee
[ ] Email address of person signing on behalf of the corporate Trustee

Special Trustee for collection of contributions. The Employer appoints the following Special Trustee with the responsibility to collect delinquent contributions (optional)

l. [ ] Name ______________________

Title:

_____________________________

Address/telephone number/email

[ ] Use Employer address/telephone number/email
[ ] Use following address/telephone number/email

a. Street:____________________________

b. City: _____________________________

c. State: ____________________________

d. Zip: _____________________________

e. Telephone:________________________

f. Email: ___________________________

Custodian(s) Name/Address . The Custodian(s) are (optional)

m. [ ] Name(s) _____________________________________

Address/telephone number/email

[ ] Use Employer address/telephone number/email
[ ] Use following address/telephone number/email

a. Street: _______________________________

b. City: ________________________________

c. State: _________________________________

d. Zip: __________________________________

e. Telephone: ____________________________

f. Email: _________________________________

Investment in common, collective or pooled trust funds. 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), may invest in any of the following trust funds: (optional)

n. [ ] (Specify the names of one or more trust funds in which the Plan can invest)

Choice of law

o. [X] This trust will be governed by the laws of the state of:

[X] State in which the Employer's principal office is located
[ ] State in which the corporate trustee or insurer is located
[ ] Other

Non-Standardized ESOP

ADDENDUM TO ITEM 16.0 OF ADOPTION AGREEMENT FOR

BANCFIRST CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN

Other Employer

f. Employer name: Wilcox & Jones, Inc. (now known as Wilcox, Jones & McGrath, Inc.

Eligibility
Vesting
Contribution Allocation

g. Employer name: Park State Bank

Eligibility
Vesting
Contribution Allocation

h. Employer name: Lincoln National Bank

Eligibility
Vesting
Contribution Allocation

i. Employer name: First Bartlesville Bank

Eligibility
Vesting
Contribution Allocation

j. Employer name: Armor Assurance Company

Eligibility
Vesting
Contribution Allocation

k. Employer name: 1st Bank of Oklahoma

Eligibility
Vesting

l. Employer name: Okemah National Bank

Eligibility
Vesting

m. Employer name: Pegasus Bank (for persons employed by Pegasus Bank as of August 15, 2019 and continue employment through December 31, 2019, subject to Plan’s break in service provisions)

Eligibility
Vesting

EX-31.1

Exhibit 31.1

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

I, David Harlow, certify that:

1. I have reviewed this quarterly report on Form 10-Q of BancFirst Corporation;

2. 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;

4. 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: August 5, 2022	/s/ David Harlow
	David Harlow
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

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 of BancFirst Corporation;

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: August 5, 2022	/s/ Kevin Lawrence
	Kevin Lawrence
	Executive Vice President
	Chief Financial Officer
	(Principal Financial Officer)

EX-32

Exhibit 32

Certification of periodic report

pursuant to section 906 of the sarbanes-oxley act of 2002

I, David Harlow, Chief Executive Officer and Kevin Lawrence, Chief Financial Officer of BancFirst Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) The Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2022 (the “Form 10-Q”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 5, 2022

/s/ David Harlow
David Harlow
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Kevin Lawrence
---
Kevin Lawrence
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended June 30, 2022

For the transition period from to

Commission File Number 0-14384

BancFirst Corporation

(405) 270-1086

BancFirst Corporation

Quarterly Report on Form 10-Q

June 30, 2022

Table of Contents

Item 1. Financial Statements.

BANCFIRST CORPORATION

CONSOLIDATED BALANCE SHEETS

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

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

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

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOW

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

BANCFIRST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Basis of Presentation

Reclassifications

Use of Estimates in the Preparation of Financial Statements

Recent Accounting Pronouncements

Standards Not Yet Adopted:

(2) RECENT DEVELOPMENTS, INCLUDING MERGERS AND ACQUISITIONS

2036

(3) SECURITIES

(4) LOANS HELD FOR INVESTMENT AND ALLOWANCE FOR CREDIT LOSSES ON LOANS

Troubled Debt Restructurings, Other Real Estate Owned and Repossessed Assets and Held for Sale Assets

Nonaccrual loans

Credit Quality Indicators

Allowance for Credit Losses Methodology

Purchased Credit Deteriorated Loans

Collateral Dependent Loans

Non-Cash Transfers from Loans and Premises and Equipment

(5) INTANGIBLE ASSETS AND GOODWILL

(6) LEASES

Lessee

3.4

Lessor

(7) SUBORDINATED DEBT

(8) STOCK-BASED COMPENSATION

(9) STOCKHOLDERS’ EQUITY

(10) NET INCOME PER COMMON SHARE

(11) FAIR VALUE MEASUREMENTS

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

Debt Securities Available for Sale

Derivatives

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

Estimated Fair Value of Financial Instruments

Cash and Cash Equivalents Include: Cash and Due from Banks and Interest-Bearing Deposits with Banks

Federal Funds Sold

Debt Securities Held for Investment

Loans Held For Sale

Loans Held For Investment

Deposits

Short-Term Borrowings

Subordinated Debt

Loan Commitments and Letters of Credit

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

(12) DERIVATIVE FINANCIAL INSTRUMENTS

Balance Sheet Offsetting

(13) SEGMENT INFORMATION

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

FORWARD LOOKING STATEMENTS

SUMMARY

FUTURE APPLICATION OF ACCOUNTING STANDARDS

SEGMENT INFORMATION

RESULTS OF OPERATIONS