BANCFIRST CORP /OK/, 10-Q, 1995-11-13

BANCFIRST CORP /OK/
10-Q, 1995-11-13
NATIONAL COMMERCIAL BANKS

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<PAGE>
FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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

For Quarterly Period Ended September 30, 1995 Commission File Number 0-14384

BANCFIRST CORPORATION
(Exact name of registrant as specified in charter)

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

101 N. Broadway, Suite 200
Oklahoma City, Oklahoma 73102-8401
(Address of principal executive offices)

(405) 270-1000
(Registrant's area code and telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
---- ----

As of October 31, 1995, there were 6,215,624 shares of Common Stock outstanding.
<PAGE>

FORM 10-Q

CROSS-REFERENCE INDEX

ITEM PART I. FINANCIAL INFORMATION PAGE
- ---- ------------------------------------------------- -----

1. Financial Statements 1

2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7

PART II. OTHER INFORMATION
----------------------------------------------
1. Legal Proceedings Not Applicable

2. Changes in Securities Not Applicable

3. Defaults Upon Senior Securities Not Applicable

4. Submission of Matters to a Vote of Security Holders Not Applicable

5. Other Information Not Applicable

6. Exhibits and Reports on Form 8-K 11

Signatures 12

<PAGE>

PART I. FINANCIAL INFORMATION
------------------------------

<PAGE>

BANCFIRST CORPORATION
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)

SEPTEMBER 30, DECEMBER 31,
------------------------
1995 1994 1994
--------- --------- ------------
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 57,919 $ 59,033 $ 53,564
Interest-bearing deposits with banks 65 -- --
Securities:
Held for investment, at cost (market value: $42,643, $22,189
and $20,395, respectively) 42,148 22,333 20,779
Available for sale, at market value 213,201 209,786 202,265
Federal funds sold 17,368 24,965 28,260
Loans:
Total Loans (net of unearned interest) 604,642 510,106 522,314
Allowance for possible loan losses (10,338) (9,585) (9,729)
--------- --------- ---------
Loans, net 594,304 500,521 512,585
Premises and equipment, net 27,729 26,713 26,462
Other real estate owned 2,149 2,091 2,183
Intangible assets, net 8,195 8,267 7,960
Accrued interest receivable 10,293 8,387 8,518
Other assets 7,858 9,917 10,339
--------- --------- ---------
Total assets $ 981,229 $ 872,013 $ 872,915
--------- --------- ---------
--------- --------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing $ 173,346 $ 167,411 $ 168,426
Interest-bearing 693,684 617,601 616,425
--------- --------- ---------
Total deposits 867,030 785,012 784,851
Securities sold under repurchase agreements and
other short-term borrowings 11,532 34 117
Long-term borrowings 810 -- --
Accrued interest payable 3,434 2,197 2,089
Other liabilities 3,629 3,681 3,897
--------- --------- ---------
Total liabilities 886,435 790,924 790,954
--------- --------- ---------
Commitments and contingent liabilities
Stockholders' equity:
Common stock (shares issued: 6,210,624, 6,202,814
and 6,202,814, respectively) 6,211 6,203 6,203
Capital surplus 34,408 34,259 34,259
Retained earnings 53,293 43,089 45,611
Unrealized securities gains (losses), net of tax 882 (2,462) (4,112)
--------- --------- ---------
Total stockholders' equity 94,794 81,089 81,961
--------- --------- ---------
Total liabilities and stockholders' equity $ 981,229 $ 872,013 $ 872,915
--------- --------- ---------
--------- --------- ---------
</TABLE>

See accompanying notes to consolidated financial statements.

1
<PAGE>
BANCFIRST CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans, including fees $ 15,060 $ 11,763 $ 42,711 $ 33,017
Interest-bearing deposits with banks 1 -- 9 --
Securities:
Taxable 3,585 3,168 10,184 9,223
Tax-exempt 151 150 446 457
Federal funds sold 363 360 1,226 1,008
---------- ---------- ---------- ----------
Total interest income 19,160 15,441 54,576 43,705
---------- ---------- ---------- ----------
INTEREST EXPENSE
Deposits 7,809 5,322 22,329 14,951
Securities sold under repurchase agreements
and other short-term borrowings 20 4 58 6
Line of credit -- 10 -- 29
Total interest expense 7,829 5,336 22,387 14,996
---------- ---------- ---------- ----------
Net interest income 11,331 10,105 32,189 28,709
Provision for possible loan losses 150 321 408 49
---------- ---------- ---------- ----------
Net interest income after provision for possible
loan losses 11,181 9,784 31,781 28,660
---------- ---------- ---------- ----------
NONINTEREST INCOME
Service charges on deposits 1,987 1,943 5,909 5,727
Securities transactions 48 (1) 111 (1)
Other 1,145 857 3,153 2,688
---------- ---------- ---------- ----------
Total noninterest income 3,180 2,799 9,173 8,414
---------- ---------- ---------- ----------
NONINTEREST EXPENSE
Salaries and employee benefits 5,141 4,524 14,970 13,134
Occupancy and fixed assets expense, net 550 516 1,475 1,293
Depreciation 431 440 1,374 1,288
Amortization 397 325 1,071 949
Data processing services 284 325 878 1,061
Net (income) expense from other real estate owned 16 (45) 50 (370)
Other 1,806 2,196 6,128 6,343
---------- ---------- ---------- ----------
Total noninterest expense 8,625 8,281 25,946 23,698
---------- ---------- ---------- ----------
Income before taxes 5,736 4,302 15,008 13,376
Income tax expense (2,097) (1,528) (5,594) (4,735)
---------- ---------- ---------- ----------
Net income $ 3,639 $ 2,774 $ 9,414 $ 8,641
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------

PER SHARE DATA (PRIMARY AND FULLY DILUTED)

Net income $ 0.57 $ 0.43 $ 1.47 $ 1.34
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Average common stock and common stock equivalents 6,408,592 6,398,009 6,388,743 6,398,553
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

2
<PAGE>

BANCFIRST CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)

NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------------
1995 1994
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $ 11,614 $ 10,613
--------- ---------
INVESTING ACTIVITIES
Purchases of securities (42,263) (52,136)
Maturities of securities 57,147 49,525
Proceeds from sales and calls of securities 4,043 2,287
Net decrease in federal funds sold 21,199 16,576
Purchases of loans (9,383) (8,877)
Proceeds from sales of loans 38,102 40,944
Net other increase in loans (68,233) (51,356)
Cash and due from banks from acquisition (15,542) 164
Purchases of premises and equipment (2,175) (8,922)
Proceeds from sales of other real estate owned 81 22,662
Other, net 926 (857)
--------- ---------
Net cash used by investing activities (15,367) (9,990)
--------- ---------
FINANCING ACTIVITIES
Net increase (decrease) in demand, transaction
and savings deposits (17,263) 6,775
Net increase in certificates of deposit 14,786 8,912
Net increase (decrease) in securities sold under repurchase
agreements and other short-term borrowings 11,415 (901)
Net increase in long-term borrowings 810 --
Issuance of common stock 305 30
Cash dividends paid (1,303) (1,311)
Other, net (577) (3,953)
--------- ---------
Net cash provided (used) by financing activities 8,173 9,552
--------- ---------
Net increase in cash and due from banks 4,420 10,175
Cash and due from banks at the beginning of the period 53,564 48,858
--------- ---------
Cash and due from banks at the end of the period $ 57,919 $ 59,033
--------- ---------
--------- ---------
SUPPLEMENTAL DISCLOSURE
Cash paid during the period for interest $ 21,042 $ 14,278
--------- ---------
--------- ---------
Cash paid during the period for income taxes $ 5,439 $ 3,714
--------- ---------
--------- ---------
</TABLE>

See accompanying notes to consolidated financial statements.
3
<PAGE>

BANCFIRST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

(1) GENERAL

The accompanying consolidated financial statements include the accounts of
BancFirst Corporation, BancFirst Investment Corporation, BancFirst, Lenders
Collection Corporation and National Express Corporation. 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 consolidated financial statements.

There have been no significant changes in the accounting policies of the
Company since December 31, 1994, the date of the most recent annual report,
other than the adoption of Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan" as discussed in note (3)
below.

The interim 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. Certain amounts in the 1994 financial statements have been reclassified
to conform with the 1995 presentation.

(2) ACQUISITIONS

In March 1995, the Company acquired State National Bank of Marlow,
Oklahoma, which had total assets of $101,976. The acquisition was for cash of
$17,485, with an additional $500 placed in escrow pending the resolution of
certain matters. State National Bank was immediately merged into BancFirst.
The acquisition was accounted for as a purchase. Accordingly, the effect of the
transaction is included in the Company's consolidated financial statements from
the date of the acquisition forward. A core deposit intangible of $406 and
goodwill of $810 were recorded for the acquisition. Subsequent payments from
the escrow, if any, to the former shareholders of State National Bank will
increase the goodwill recorded. Pro forma condensed results of operations, as
though State National Bank had been acquired January 1, 1994, are as follows:

NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------ ------------
<S> <C> <C>
Net interest income . . . . . . $ 32,850 $ 42,160
Net income . . . . . . . . . . $ 9,593 $ 12,296
Net income per common share . .
and common stock equivalent . $ 1.50 $ 1.91

</TABLE>

In June 1995, the Company entered into an agreement of merger with Commerce
Bancorporation, Inc. of McLoud, Oklahoma ("Commerce Bancorp"), which has
approximately $18,000 in total assets. Commerce Bancorp is controlled by
certain executive officers of the Company. Under the terms of the agreement,
156,510 shares of BancFirst Corporation common stock would be issued for the
22,573 shares of Commerce Bancorp common stock outstanding. The merger is
subject to regulatory and shareholder approvals and is expected to be completed
in mid-1996.

In September 1995, the Company entered into an agreement of merger with
Johnston County Bancshares, Inc. of Tishomingo, Oklahoma ("Johnston County
Bancshares"), which has approximately $10,000 in total assets. Johnston County
Bancshares is controlled by certain executive officers and directors of the
Company. Under the terms of the agreement, each of the 49,620 shares
outstanding of Johnston County Bancshares common stock would be exchanged for
0.47 shares of Company common stock, subject to adjustment based upon the market
price of Company common stock at the effective time of the merger. Preferred
stock of Johnston County Bancshares would be purchased for cash of approximately
$97 and minority shares of Johnston County Bancshares' subsidiary bank would be
purchased for cash of approximately $120. The merger is subject to regulatory
and shareholder approvals and is expected to be completed in December 1995.

4
<PAGE>

would acquire all the stock outstanding of City Bankshares for cash of $19,125.
C-Teq, Inc., an 85% owned data processing subsidiary of City Bankshares, would
be spun off to the shareholders of City Bankshares prior to the acquisition.
Additionally, City Bankshares would be required to have stockholders' equity of
at least $13,000 at the time of closing. BancFirst also entered into an
agreement with the CEO of City Bankshares whereby upon consummation of the
acquisition BancFirst would pay the CEO $1,250 in exchange for an agreement not
to compete with BancFirst for a period of four years. The acquisition is
subject to regulatory approval and is expected to be completed in the first half
of 1996.

(3) LOANS

The Company adopted Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan", effective January 1, 1995. This new
accounting standard requires that impaired loans be measured based upon the
present value of expected future cash flows discounted at the loan's effective
interest rate or, as a practical expedient, at the loan's observable market
price or the fair value of the collateral if the loan is collateral dependent.
A loan is impaired when, based on current information and events, it is probable
that all amounts due according to the contractual terms of the loan agreement
will not be collected. The adoption of FAS 114 did not have a material effect
on the financial position or results of operation of the Company.

(4) FEDERAL HOME LOAN BANK BORROWINGS

BancFirst joined the Federal Home Loan Bank of Topeka, Kansas ("the FHLB")
in May 1995, for the primary purpose of participating in the borrowing programs
offered by the FHLB. BancFirst was subsequently approved for a $19,600 credit
line secured by residential mortgages held by the Bank, and has made two
borrowings under the credit line as follows.

(a) Short-term borrowing of $10,000; interest at 5.92%, payable monthly;
due on May 22, 1996.

(b) Long-term borrowing of $810; principle payments due every six months;
interest at 6.64%, payable monthly; due September 30, 2010.

(5) NET INCOME PER SHARE

Net income per share is calculated as follows:

THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- ----------------
1995 1994 1995 1994
------ ------ ------ -------
<S> <C> <C> <C> <C>
Net income . . . . . . . . . . . . . . . . . . . . $3,639 $2,774 $9,414 $8,641
Less 10% Preferred dividends . . . . . . . . . . . -- -- -- (55)
------ ------ ------ ------
Net income applicable to common stockholders . . . $3,639 $2,774 $9,414 $8,586
------ ------ ------ ------
------ ------ ------ ------
Average common shares and common stock
equivalents outstanding (in thousands). . . . 6,409 6,398 6,389 6,399
------ ------ ------ ------
------ ------ ------ ------
Net income per common share
and common stock equivalent . . . . . . . . . $ 0.57 $ 0.43 $ 1.47 $ 1.34
------ ------ ------ ------
------ ------ ------ ------
</TABLE>

The 10% Preferred dividends for 1994 represent the accumulated dividends paid
upon the redemption of the 10% Preferred Stock. Average common shares and
common stock equivalents includes shares relating to stock options exercisable
within the next five years.

5
<PAGE>

(6) STOCK REPURCHASE PROGRAM

In March 1995, the Company adopted a Stock Repurchase Program authorizing
management to repurchase up to 200,000 shares of the Company's common stock.
The program is to be used for purchases of stock by the Company's Employee Stock
Ownership and Thrift Plan, and may also be used to enhance earnings per share,
provide stock for the exercise of stock options under the Company's Stock Option
Plan or to provide additional liquidity for the stock. Stock purchases under
the program must satisfy certain criteria regarding effects on earnings per
share and book value dilution, resulting equity ratios and the price to book
value of comparable size institutions.

6
<PAGE>
BANCFIRST CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SUMMARY

The Company reported net income of $3.64 million for the quarter ended
September 30, 1995, compared to net income of $2.77 million for the third
quarter of 1994. Third quarter 1995 earnings included a $542,000 refund of FDIC
insurance premiums. Earnings per share was $0.57 for the third quarter of 1995,
compared to $0.43 for the same quarter of the prior year.

Net income for the first nine months of 1995 was $9.41 million, exceeding
the $8.64 million for the same period of 1994, even though earnings in 1994
benefitted from loan recoveries, gains on sales of other real estate and a lower
effective tax rate. Year-to-date earnings per share was $1.47, compared to
$1.34 for the first nine months of 1994.

Total assets were $981 million at September 30, 1995, an increase of $108
million from December 31, 1994 and $109 million from September 30, 1994 due
primarily to the acquisition of State National Bank of Marlow, Oklahoma, with
total assets of $102 million, in March 1995. Stockholders' equity increased
$12.8 million compared to December 31, 1994 and $13.7 million compared to
September 30, 1994.

RESULTS OF OPERATIONS

THIRD QUARTER --

Net interest income increased for the third quarter of 1995 by $1.23
million, or 12.1%, as compared to the same quarter of 1994. Net interest spread
decreased 28 basis points while average net earning assets increased $22.3
million. Net interest margin on a taxable equivalent basis was 5.24% for the
third quarter, compared to 5.29% for the same quarter of 1994.

The Company provided $150,000 for possible loan losses for the quarter,
compared to $321,000 for the same quarter of 1994. Net loan charge-offs were
$134,000 for the third quarter of 1995 and $77,000 for the third quarter of
1994, representing annualized rates of 0.09% and 0.06% of total loans,
respectively.

Noninterest income increased $381,000, or 13.6%, compared to the third
quarter of 1994 due to income added by the bank acquired in 1995 and gains on
securities transactions. Noninterest expense increased only $344,000, or 4.15%,
as the added operating expenses of the bank acquired were partially offset by
the refund of FDIC insurance premiums in the third quarter.

YEAR-TO-DATE --

For the first nine months of 1995, net interest income increased by $3.48
million, or 12.1%, as compared to the same period of 1994. Net interest spread
decreased 17 basis points while average net earning assets increased $18
million. Net interest margin on a taxable equivalent basis was 5.22% for the
nine months, compared to 5.15% for the same period of 1994.

The Company provided $408,000 for possible loan losses for the first nine
months of 1995, compared to only $49,000 for the first nine months of 1994. Net
loan charge-offs were $162,000 in 1995, compared to net loan recoveries of
$191,000 in 1994, representing annualized rates of 0.04% and (0.05)% of total
loans, respectively.

Noninterest income increased $759,000, or 9.02%, compared to the first nine
months of 1994, due to income of the bank acquired in 1995 and gains on
securities transactions. Noninterest expense increased $2.25 million, or 9.49%,
compared to 1994, due to the added expenses of the bank acquired, which were
partially offset by the FDIC insurance premium refund in the third quarter, and
the net income on other real estate owned in 1994.

Income tax expense of $5.59 million was recognized for the first nine
months of 1995, compared to $4.74 million for the same period of 1994. The
Company's effective tax rate increased from 35% in 1994 to 37% in 1995 due to a
higher level of taxable income, lower tax-exempt interest and less tax benefit
carryforwards available for utilization.

7
<PAGE>

FINANCIAL POSITION

Total securities increased $32.3 million compared to December 31, 1994 and
$23.2 million compared to September 30, 1994, as a net result of securities
added by the bank acquisition and maturities of securities used to fund loan
growth. The net unrealized gain on securities available for sale was $1.36
million at the end of the third quarter of 1995, compared to net unrealized
losses of $6.33 million and $3.83 million at December 31 and September 30, 1994,
respectively. The average taxable equivalent yield on the securities portfolio
for the third quarter increased to 6.06% from 5.62% in the same quarter of 1994,
reflecting the rise in interest rates during that time.

Total loans increased $82.3 million since December 31, 1994 and $94.5
million since September 30, 1994 from both internal loan growth and the bank
acquisition. The allowance for possible loan losses increased $609,000 in the
first nine months of 1995 due primarily to purchased reserves from the bank
acquisition and provisions for losses. The allowance as a percentage of total
loans was 1.71%, 1.86% and 1.88% at September 30, 1995, December 31, 1994 and
September 30, 1994, respectively.

Nonperforming and restructured assets increased in the first nine months of
1995 to $6.83 million from $6.07 million at year-end 1994 and $5.82 million at
the end of the third quarter of 1994, due to the nonperforming assets of the
bank acquired in 1995. Although, the ratio of nonperforming and restructured
assets to total assets remained at only 0.70%, it is reasonable to expect that
over the next several years problem loans will rise to historical norms as a
result of economic and credit cycles.

Total deposits increased $82 million compared to both December 31, 1994 and
September 30, 1994 due primarily to the bank acquisition. The Company's deposit
base continues to be comprised substantially of core deposits, with large
denomination certificates of deposit being only 9.5% of total deposits at
September 30, 1995.

BancFirst joined the Federal Home Loan Bank of Topeka, Kansas in May 1995
and was approved for a $19.6 million credit line. In September 1995, the Bank
borrowed $10 million which matures in May 1996 and $810,000 which matures in
September 2010. Both borrowings are at fixed rates and are for the purpose of
funding loan growth.

Stockholders' equity increased $12.8 million compared to year-end 1994 and
$13.7 million compared to September 30, 1994. These increases were the result
of accumulated earnings and a change from net unrealized losses to net
unrealized gains on securities available for sale. Average stockholders' equity
to average assets dropped slightly to 9.30% from 9.34% at December 31, 1994 due
to the bank acquisition in 1995. The Company's regulatory capital ratios all
remain well in excess of the minimum requirements.

In June 1995, the Company entered into an agreement of merger with Commerce
Bancorporation, Inc. of McLoud, Oklahoma ("Commerce Bancorp"), which has
approximately $18 million in total assets. Commerce Bancorp is controlled by
certain executive officers of the Company. Under the terms of the agreement,
156,510 shares of BancFirst Corporation common stock would be issued for the
22,573 shares of Commerce Bancorp common stock outstanding. The merger is
subject to regulatory and shareholder approvals and is expected to be completed
in mid-1996.

In September 1995, the Company entered into an agreement of merger with
Johnston County Bancshares, Inc. of Tishomingo, Oklahoma ("Johnston County
Bancshares"), which has approximately $10 million in total assets. Johnston
County Bancshares is controlled by certain executive officers and directors of
the Company. Under the terms of the agreement, each of the 49,620 shares
outstanding of Johnston County Bancshares common stock would be exchanged for
0.47 shares of Company common stock, subject to adjustment based upon the market
price of Company common stock at the effective time of the merger. Preferred
stock of Johnston County Bancshares would be purchased for cash of approximately
$97,000 and minority shares of Johnston County Bancshares' subsidiary bank would
be purchased for cash of approximately $120,000. The merger is subject to
regulatory and shareholder approvals and is expected to be completed in December
1995.
8
<PAGE>

In September 1995, BancFirst entered into an agreement to acquire City
Bankshares, Inc. of Oklahoma City, Oklahoma ("City Bankshares"), which has
approximately $140,000 in total assets. Under the terms of the agreement, the
Company would acquire all the stock outstanding of City Bankshares for cash of
$19.1 million. C-Teq, Inc., an 85% owned data processing subsidiary of City
Bankshares, would be spun off to the shareholders of City Bankshares prior to
the acquisition. Additionally, City Bankshares would be required to have
stockholders' equity of at least $13 million at the time of closing. BancFirst
also entered into an agreement with the CEO of City Bankshares whereby upon
consummation of the acquisition BancFirst would pay the CEO $1.25 million in
exchange for an agreement not to compete with BancFirst for a period of four
years. The acquisition is subject to regulatory approval and is expected to be
completed in the first half of 1996.

<PAGE>
BANCFIRST CORPORATION
SELECTED FINANCIAL STATISTICS
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>

THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------- -----------------
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
PER COMMOM SHARE DATA:
Income before extraordinary item and accounting change $ 0.57 $ 0.43 $ 1.47 $ 1.34
Net income 0.57 0.43 1.47 1.34
Cash dividends declared 0.07 0.06 0.21 0.18
Book value at period end 15.26 13.07
Tangible book value at period end 13.94 11.74
PERFORMANCE RATIOS:
Return on average assets 1.48% 1.27% 1.32% 1.34%
Return on average common equity 15.76 13.77 14.24 14.43
Increase in tangible book value (annualized) 21.47 11.57 22.46 8.71
Noninterest expense/(net interest income + noninterest income) 60.61 64.17 62.73 63.84

</TABLE>

SEPTEMBER 30, DECEMBER 31,
----------------
1995 1994 1994
------ ------ -------------
<S> <C> <C> <C>
BALANCE SHEET RATIOS:
Average loans to deposits (year to date) 66.66% 62.67% 63.39%
Allowance for possible loan losses to total loans 1.71 1.88 1.86
Allowance for possible loan losses to nonperforming and
restructured loans 226.41 265.66 261.53
Nonperforming and restructured assets to total assets 0.70 0.67 0.70
CAPITAL RATIOS:
Average stockholders' equity to average assets (year to date) 9.30% 9.20 9.34%
Leverage ratio (regulatory minimum 3%) 8.84 8.49 9.08
Total risk-based capital ratio (regulatory minimum 8%) 16.14 15.92 16.67

</TABLE>

<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------------------------------------------------
1995 1994
--------------------------------------------------------------
AVERAGE AVERAGE
AVERAGE BALANCES AND NET INTEREST MARGIN AVERAGE YIELD/ AVERAGE YIELD/
ANALYSIS (TAXABLE EQUIVALENT BASIS): BALANCE RATE BALANCE RATE
--------- ------- --------- --------
<S> <C> <C> <C> <C>
Loans $ 595,089 10.09% $ 499,703 9.42%
Investment securities 249,596 6.07 239,563 5.62
Federal funds sold 24,729 5.83 31,473 4.54
--------- ---------
Total earning assets 869,414 8.81 770,739 8.04
Nonearning assets 111,036 104,466
--------- ---------
Total assets $ 980,450 $ 875,205
--------- ---------
--------- ---------
Interest-bearing deposits $ 696,845 4.44% $ 621,714 3.39%
Short-term borrowings 1,659 5.02 415 4.78
--------- ---------
Total interest-bearing liabilities 698,504 4.45 622,129 3.40
Demand deposits 183,676 167,199
Other noninterest-bearing liabilities 5,908 5,316
Stockholders' equity 92,362 80,561
--------- ---------
Total liabilities and stockholders' equity $ 980,450 $ 875,205
--------- ---------
--------- ---------
Net interest spread 4.36% 4.64%
Net interest margin 5.24% 5.29%

</TABLE>

10
<PAGE>

PART II. OTHER INFORMATION
---------------------------

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

EXHIBIT
NUMBER EXHIBIT
- -------- -------------------------------------------------------------------
2.1 Agreement and Plan of Reorganization dated October 28, 1994 among
BancFirst, State National Bank, Marlow, Oklahoma, and certain
shareholders of State National Bank (filed as Exhibit 2.4 to the
Company's Report on Form 10-Q for the quarter ended September 30,
1994 and incorporated herein by reference).

2.2* Agreement and Plan of Reorganization dated September 16, 1995 between
BancFirst and City Bankshares, Inc.

2.3* Agreement dated September 16, 1995 between BancFirst and
William O. Johnstone.

27.1* Financial Data Schedule.
- --------

* Filed herewith

(b) No reports on Form 8-K have been filed by the Company during the quarter
ended September 30, 1995.

11
<PAGE>

SIGNATURES

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

November 10, 1995 BANCFIRST CORPORATION
---------------------
(Registrant)

/s/Randy Foraker
-------------------------------------
Randy P. Foraker
Sr. Vice President, Controller
and Secretary/Treasurer
(Principal Accounting Officer)

<PAGE>

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this
16th day of September, 1995, by and among BancFirst, Oklahoma City, Oklahoma, an
Oklahoma banking corporation ("BancFirst") and City Bankshares, Inc., an
Oklahoma corporation ("CBI")

W I T N E S S E T H:

WHEREAS, CBI is a registered bank holding company owning 100% of the issued
and outstanding shares of capital stock of City Bank & Trust, Oklahoma City,
Oklahoma, an Oklahoma banking corporation ("City Bank"); and

WHEREAS, BancFirst is an Oklahoma banking corporation; and

WHEREAS, the boards of directors of BancFirst and CBI deem it advisable and
to the mutual benefit of BancFirst, CBI, and their respective shareholders, that
BancFirst and CBI participate in a share acquisition in accordance with Section
1090.1 of the Oklahoma General Corporation Act, whereby BancFirst will acquire
all of the issued and outstanding stock of CBI (the "Acquisition") in accordance
with the terms of this Agreement, and CBI will become a wholly-owned subsidiary
of BancFirst;

NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained and other good and valuable consideration, CBI and BancFirst
agree as follows:

1. ACQUISITION OF CBI BY BANCFIRST. BancFirst will acquire all of the issued
and outstanding shares of common stock of CBI (the "CBI Common Stock") as
follows:

(a) CONVERSION OF CBI COMMON STOCK. Pursuant to the provisions of Section
1090.1 of the Oklahoma General Corporation Act and the terms of this
Agreement, each share of CBI Common Stock (other than Dissenting Shares, as
such term is defined in Section 1(b) hereof) which is outstanding
immediately prior to the Effective Time (as defined in Section 1(j) hereof)
shall, by virtue of the Acquisition and without any further action, be
converted at the Effective Time into the right of the holder thereof to
receive an amount of cash equal to the Acquisition Price Per Share (as
determined in accordance with Section 2 (b) hereof).

(b) DISSENTING SHARES. Notwithstanding anything in this Agreement to the
contrary, shares of CBI Common Stock which

<PAGE>

are outstanding immediately prior to the Effective Time and which are held
by shareholders who shall not have voted such shares in favor of the
Acquisition and who shall have delivered to BancFirst a written demand for
appraisal of such shares in the manner provided in Section 1091 of the
Oklahoma General Corporation Act (the "Dissenting Shares") shall not be
converted into the consideration provided under Section 1(a) hereof, but,
instead, the holders thereof shall be entitled to payment of the appraised
value of such shares in accordance with the provisions of the Oklahoma
General Corporation Act; provided, however, in the event a holder fails to
perfect, withdraws, or otherwise loses his right to appraisal and payment
for his shares of CBI Common Stock pursuant to the applicable provisions of
the Oklahoma General Corporation Act, each dissenting share held by such
holder shall be converted into and represent only the right to receive the
same consideration determined in accordance with Section 1(a) hereof upon
surrender of the certificate or certificates representing Dissenting
Shares.

(c) EFFECT OF ACQUISITION. At the Effective Time, BancFirst shall become
the owner of all of the CBI Common Stock, which shall be reissued to
BancFirst as shareholder, and CBI shall become a wholly-owned subsidiary of
BancFirst, by operation of law and without any further action on the part
of CBI or BancFirst, or any of their respective shareholders. The
shareholders of CBI shall have no further rights in such shares, which
shall be automatically converted in the hands of the former shareholders
into the right to receive the consideration set forth herein.

(d) CERTIFICATES OF INCORPORATION. The Certificate of Incorporation of
BancFirst and the Certificate of Incorporation of CBI, as previously
amended and in effect immediately prior to the Effective Time, shall remain
in effect immediately thereafter, unless and until amended as provided by
applicable law and such Certificates of Incorporation.

(e) BYLAWS. The respective Bylaws of BancFirst and CBI, as in effect
immediately prior to the Effective Time, shall remain in effect immediately
thereafter, unless and until amended or repealed as provided by the
respective Bylaws, Certificates of Incorporation, and applicable law.

(f) DIRECTORS AND OFFICERS. The directors and officers of BancFirst
immediately prior to the Effective Time shall remain as the directors and
officers of BancFirst. The directors and officers of CBI immediately prior
to the Effective Time shall remain as the directors and officers of CBI
immediately following the Effective Time.

2
<PAGE>

(g) MERGER OF CBI INTO BANCFIRST. It is anticipated that promptly
following the Effective Time, and subject to obtaining all required
regulatory and shareholder approvals, CBI will be merged with and into
BancFirst in accordance with the terms of an Agreement and Plan of
Reorganization and Merger substantially in the form attached hereto as
Exhibit B (the "CBI Merger Agreement"). Such merger is referred to in this
Agreement as the "CBI Merger."

(h) MERGER OF CITY BANK INTO BANCFIRST. It is anticipated that
promptly following the effective time of the CBI Merger, City Bank will be
merged with and into BancFirst in accordance with an Agreement and Plan of
Reorganization and Merger substantially in the form attached hereto as
Exhibit C (the "Bank Merger Agreement"). Such merger is referred to in
this Agreement as the "Bank Merger."

(i) SURRENDER OF CERTIFICATES. BancFirst shall act as the exchange
agent (the "Exchange Agent") to effect the exchange of CBI Common Stock for
the consideration described in Section 2 hereof. Each holder of a stock
certificate or certificates representing outstanding shares of CBI Common
Stock being converted in the Acquisition at the Effective Time (i.e.,
excluding any Dissenting Shares) who has not otherwise presented his stock
certificate(s) for payment at the Closing in accordance with Sections 3.2
and 3.3 below, shall, as soon after the Effective Time as possible,
surrender such certificate or certificates to the Exchange Agent for
cancellation (or, if such certificate or certificates shall have been lost
or destroyed, shall deliver to the Exchange Agent an affidavit to such
effect and, if reasonably requested by the Exchange Agent, shall deliver a
bond in form and amount satisfactory to the Exchange Agent), and each such
holder shall be entitled upon such surrender and cancellation (or upon such
delivery) to receive from BancFirst in exchange therefor an official check
for the amount of consideration required by Section 2.

(j) EFFECTIVE TIME. The Acquisition shall become effective on the date
of filing the Certificate of Acquisition in substantially the form attached
hereto as Exhibit A with the Oklahoma Secretary of State in accordance with
the provisions of the Oklahoma General Corporation Act, and at the time
when the Certificate of Acquisition is filed; provided, if a different
effective time is stated in such Certificate, the effective time which is
so specified shall instead be applicable. The date and time when the
Acquisition shall become effective is herein referred to as the "Effective
Time."

3
<PAGE>

2. CONSIDERATION. The consideration for the Acquisition of the CBI Common
Stock (other than Dissenting Shares) shall be as follows:

(a) BancFirst shall pay each of the CBI shareholders (other than holders
of Dissenting Shares) an amount equal to the Acquisition Price Per Share
(as defined below), multiplied by the number of shares of CBI Common Stock
which each such person holds immediately prior to the Acquisition.

(b) The "Acquisition Price Per Share" for each of the shares of CBI Common
Stock shall be determined by dividing $19,125,000 (the total price for 100%
of the CBI Common Stock) by the total number of shares of CBI Common Stock
which are issued and outstanding at the Effective Time. (If all
outstanding options to acquire CBI Common Stock are exercised before the
Effective Time, the total number of shares outstanding would be 1,062,500
and the price per share would be $18.00.)

3. CLOSING. The following steps shall be carried out in order to accomplish
the closing of the Acquisition:

3.1 CLOSING DATE. The closing of the Acquisition, which shall include the
simultaneous filing of the Certificate of Acquisition with the
Oklahoma Secretary of State as contemplated by Section 1(j) hereof
(the "Closing"), will be held in the offices of BancFirst, 101 N.
Broadway, Oklahoma City, Oklahoma, on a date (the "Closing Date") and
at a time determined by BancFirst and CBI, which (subject to and in
coordination with available dates for Electronic Data Systems
Corporation to perform a data processing conversion of City Bank's
customer accounts to BancFirst's system) shall be not later than the
last day of the month in which the last of the conditions listed in
Sections 9 and 10 is eliminated or waived, or on such other date as
shall be mutually agreed by BancFirst and by CBI, but in any event not
later than the last to occur of (i) March 31, 1996 or (ii) such later
date (not later than May 31, 1996) to which one or both of the
respective boards of directors of BancFirst and CBI, acting on or
before March 31, 1996, have extended the deadline in accordance with
the provisions of the following paragraph (the "Termination Date")

The Termination Date may be established as a date subsequent to March
31, 1996, but not later than May 31, 1996, as follows:

4
<PAGE>

(a) By mutual agreement of the boards of directors of BancFirst
and CBI acting prior to April 1, 1996; or

(b) By the board of directors of BancFirst, acting alone and
prior to April 1, 1996, and upon notice given to CBI, if it
appears that any of the grounds for termination by BancFirst set
out in Sections 9.2, 9.4 and 9.5 exists or will exist at March
31, 1996, and BancFirst in good faith believes that the extension
of time would reasonably result in, or permit, the cure of CBI's
default or noncompliance; or

(c) By the board of directors of CBI, acting alone and prior to
April 1, 1996, and upon notice given to BancFirst, if it appears
that any of the grounds for termination by CBI set out in
Sections 10.1, 10.2 and 10.3 exists or will exist at March 31,
1996, and CBI in good faith believes that the extension of time
would reasonably result in, or permit, the cure of BancFirst's
default or noncompliance.

The effective time of the Closing for accounting purposes shall be as
of BancFirst's opening of business on the Closing Date.

3.2 PRE-CLOSING. Not later than the last business day prior to the
Closing Date, the parties shall hold a pre- closing conference (the
"Pre-Closing") at which time all documents to be delivered at the
Closing shall be executed (dated as of the Closing Date) and all
requirements to be satisfied on or before the Closing Date shall be
reviewed by the parties' respective attorneys. If it is determined
that no matters remain unperformed other than the actual completion of
the Closing, the following items shall be delivered in escrow to the
parties' attorneys jointly until the Closing Date:

a) BY REPRESENTATIVES OF HOLDERS OF CBI COMMON STOCK WHO DESIRE
TO RECEIVE PAYMENT AT THE CLOSING: stock certificates
representing said holders' shares of CBI Common Stock, duly
endorsed and with signature guarantees;

b) BY BANCFIRST: a certificate of BancFirst's President, dated
as of the Closing Date, certifying that (i) the representations
and warranties of BancFirst contained in Section 5 hereof are
true

5
<PAGE>

and correct as of the Closing Date, and (ii) each and every
covenant and agreement to be performed by BancFirst on or prior
to the Closing Date has been performed in all material respects
by BancFirst;

c) BY CBI: a certificate of CBI's President, dated as of the
Closing Date, certifying that (i) the representations and
warranties of CBI contained in Section 4 hereof are true and
correct as of the Closing Date, and (ii) each and every covenant
and agreement to be performed by CBI or City Bank on or prior to
the Closing Date has been performed in all material respects by
CBI or City Bank, as applicable; and

d) BY BANCFIRST AND CBI RESPECTIVELY: an executed copy of all
such other documents as shall be necessary in order to carry out
the transaction contemplated by this Agreement.

3.3 DELIVERIES OF CERTIFICATES AND DOCUMENTS. At the Closing, each of
the certificates and other documents referred to in Section 3.2,
subparts (b), (c), and (d), shall be delivered to the party for whose
benefit or use such document was prepared.

3.4 DELIVERIES TO BANCFIRST AND TO SHAREHOLDERS. At the Closing,
simultaneously with the delivery to BancFirst of the duly endorsed
stock certificates which were delivered into escrow at the
Pre-Closing, BancFirst will deliver to representatives of the holders
of the CBI Common Stock represented by such certificates official
checks made out to said holders individually in the respective amounts
to which each of them would be entitled pursuant to Section 2 hereof.

3.5 ATTORNEYS' FEES AND OTHER CLOSING COSTS. Each party will bear his
or its own costs and expenses of negotiating this Agreement and
performing the acts required of such party under this Agreement. To
the extent reasonably possible, any such legal fees payable by CBI
shall be paid or accrued before determining that CBI's $13,000,000
minimum capital requirement as stated in Sections 8.11 and 9.2 has
been met.

4. REPRESENTATIONS AND WARRANTIES OF CBI. To induce BancFirst to enter into
this Agreement and to consummate the Acquisition, CBI represents and warrants to
BancFirst that the following matters are true and correct on the date of this
Agreement and will be true and correct on the Closing Date:

<PAGE>

4.1 REGISTRATION, DUE ORGANIZATION AND CORPORATE AUTHORITY OF CBI. CBI is
a registered bank holding company, duly organized, validly existing
and in good standing under the laws of the State of Oklahoma. CBI has
the corporate power to own its properties and carry on its business as
now being owned and conducted.

4.2 DUE ORGANIZATION AND CORPORATE AUTHORITY OF CITY BANK. City Bank is a
banking corporation duly organized, validly existing and in good
standing under the laws of the State of Oklahoma. City Bank has the
corporate power and all necessary regulatory authorization to own its
properties and carry on its business as and where now being conducted.

4.3 BOARD OF DIRECTORS' AND SHAREHOLDERS' APPROVAL. The board of directors
of CBI has approved this Agreement, and will recommend to the
shareholders of CBI that they vote in favor of approving this
Agreement at a special shareholders' meeting to be called by the board
of directors of CBI for the purpose. The board of directors of CBI
has also approved the CBI Merger Agreement, and the board of directors
of City Bank has approved the Bank Merger Agreement. Duly authorized
officers of CBI and City Bank, respectively, shall execute and deliver
to BancFirst the CBI Merger Agreement and the Bank Merger Agreement
simultaneously with the execution of this Agreement.

4.4 CAPACITY; NO CONFLICT. CBI has full authority and power to enter into
and perform this Agreement in accordance with its terms. The
execution of this Agreement will not conflict with CBI's Certificate
of Incorporation, Bylaws, or any agreement to which CBI is a party or
by which CBI may be bound.

4.5 BINDING EFFECT. This Agreement, and all documents and instruments
contemplated hereunder, when duly executed and delivered, will
constitute legal, valid, and binding obligations of CBI, enforceable
in accordance with their respective terms (subject in the case of
enforceability to (a) applicable bankruptcy, reorganization,
moratorium, and similar laws relating to or affecting the enforcement
of creditors' rights generally, and (b) general principles of equity).

4.6 COOPERATION WITH BANCFIRST. CBI will cooperate with BancFirst, to
assist BancFirst in filing and processing BancFirst's applications to
all Federal and state regulatory agencies which have jurisdiction to
approve the Acquisition, the CBI Merger and the Bank Merger.

<PAGE>

4.7 STOCK OF CBI. A total of 2,000,000 shares of $1.00 par value common
stock of CBI are authorized, of which 889,650 shares are issued
(including 5,000 treasury shares), and 884,650 shares are outstanding.
All of such shares have been validly issued, and are fully paid and
nonassessable. None of such shares were issued in violation of
preemptive rights of any shareholder of CBI. Although in 1992 the
directors and shareholders of CBI approved an amendment to CBI's
Certificate of Incorporation to authorize 4,000,000 shares of CBI
preferred stock, said amendment has not been filed with the Oklahoma
Secretary of State's office, with the result that such preferred stock
is not formally authorized and at this time cannot be issued.
Outstanding options entitle the holders thereof to acquire an
additional 177,850 shares of CBI Common Stock. Except as stated in
the preceding sentence, there are no outstanding subscriptions,
options or other agreements obligating CBI to issue additional shares
or any other securities of any class. All of the issued and
outstanding shares of capital stock of CBI have been issued in full
compliance with all applicable Federal and state laws.

4.8 NO CHANGE IN NUMBER OF CBI SHARES, EXCEPT THROUGH EXERCISE OF
OUTSTANDING OPTIONS. The number of issued and outstanding shares of
CBI Common Stock or CBI preferred stock will not be reduced or
increased between the date hereof and the Closing Date, except to
permit the exercise of outstanding options to acquire an aggregate of
177,850 shares of CBI Common Stock.

4.9 CBI STOCK OWNERSHIP. At the Effective Time, BancFirst will acquire
title to the CBI Common Stock, free and clear of all encumbrances,
pledges, liens, contract rights, and restrictive legends and claims to
ownership adverse to BancFirst.

4.10 STOCK OF CITY BANK. A total of 1,500,000 shares of $1.00 par value
common stock of City Bank are authorized, issued, and outstanding.
All of said shares are owned by CBI, have been validly issued, and are
fully paid and, except as provided in 6 O.S. Section 220,
nonassessable. None of such shares were issued in violation of
preemptive rights of any shareholder of City Bank. There are no
outstanding subscriptions, options, or other agreements obligating
City Bank to issue additional shares or any other securities of any
class. All of the issued and outstanding shares of capital stock of
City Bank have been issued in full compliance with all applicable
Federal and state laws.

<PAGE>

4.11 NO CHANGE IN NUMBER OF CITY BANK SHARES. The number of issued and
outstanding shares of stock of City Bank will not be reduced or
increased between the date hereof and the Closing Date.

4.12 CITY BANK STOCK OWNERSHIP. At the Effective Time, CBI will own all of
the outstanding shares of City Bank common stock, free and clear of
all encumbrances, pledges, liens and contract rights, and restrictive
legends and claims to ownership adverse to CBI.

4.13 ACCURACY OF FINANCIAL STATEMENTS AND CALL REPORTS. CBI's financial
statements and City Bank's Consolidated Reports of Income and
Condition at December 31, 1994, and June 30, 1995, are true and
correct in all material respects, do not contain any misstatement of a
material fact, or omit to state any fact required to make such
financial statements not misleading, and present fairly the financial
condition of CBI and City Bank, respectively, at those dates, and the
results of the operations of CBI and City Bank for the calendar year
and six-month period, respectively, then ended, in accordance with
generally accepted accounting principles applied on a basis consistent
with the previous practice of CBI and City Bank.

4.14 INTERIM FINANCIAL STATEMENTS. The financial statements of CBI and
City Bank, prepared as of the close of business on the month-end
preceding the Closing Date and delivered to BancFirst, together with
all supplementary adjustments delivered to BancFirst that shall be
necessary to reflect any permissible dividend or capital reduction (in
accordance with Section 6.13) occurring between said month-end and
the Closing, will be true and correct in all material respects, and
will present fairly the financial condition of CBI and City Bank,
respectively, as of the close of business on said date (or as of the
effective date of the adjustments, as applicable), and the results of
their respective operations for the period then ended, determined in
accordance with generally accepted accounting principles consistently
applied on the accrual method of accounting, and will be accompanied
by a Certificate of CBI's President stating that, to his best
knowledge and belief, no material obligation or liability of CBI or
City Bank is not disclosed and adequately reserved against in such
financial statements. ("Material" for the purposes of Sections 4.14
and 4.15 shall mean any one item having a probable adverse impact of
$25,000, or any combination of items under Sections 4.14 and 4.15
having an aggregate probable adverse impact of $50,000.)

<PAGE>

4.15 DISCLOSURE OF MATERIAL ADVERSE MATTERS. To the best of its knowledge,
CBI has disclosed to BancFirst all information known to CBI, and not
otherwise known by BancFirst, with respect to which there could be a
material adverse effect on the ownership, the assets, the liabilities,
or the operation of CBI or City Bank.

4.16 DISCLOSURE REGARDING LOANS. There will be no material facts or
circumstances known to CBI or City Bank surrounding City Bank's loan
documents or the collateral securing such loans which will not be
readily discernible in City Bank's loan files. CBI will disclose to
BancFirst any material facts or circumstances known to CBI or City
Bank which would tend to require any of the following with respect to
any City Bank loan: (1) reducing the value at which that loan is
accounted for; (2) downgrading the status or classification category
of that loan; or (3) adversely changing the conclusion concerning City
Bank's actual priority or perfection of security interests or other
collateral with respect to that loan, in contrast to the conclusion
that most normally would be made by review of the loan file.

4.17 ADEQUATE LOSS RESERVES. The total of City Bank's specially allocated
and general reserves is adequate to reflect risk of loss in that
bank's portfolio of loans and of "other real estate owned."
Notwithstanding the foregoing, City Bank will at all times attempt to
maintain its reserves for loans at an amount not less than 1% of City
Bank's gross outstanding loan balances.

4.18 LITIGATION. There is no pending and, to the best knowledge of CBI, no
threatened litigation against CBI or City Bank except as reflected (as
of the date of this Agreement) on "Schedule 4.18" attached hereto, or
as separately disclosed to BancFirst (as of the Closing Date) in
writing.

4.19 NO INDEMNIFICATION CLAIMS. There are no pending, and to the best
knowledge of CBI no threatened, claims for indemnification against CBI
or City Bank.

4.20 SHAREHOLDERS' CLAIMS. The shareholders of CBI do not have, and on the
Closing Date will not have, any claims against CBI except for salaries
and fees earned in the ordinary course of business.

4.21 RELATED-PARTY TRANSACTIONS. All transactions between CBI or City Bank
and any of the shareholders of CBI, or any corporations or firms
controlled by any of them, or in the management of which any of them
are engaged, including loan transactions, have been lawfully made in
the

<PAGE>

ordinary course of business, have been fully disclosed to BancFirst
(as they exist at the date of this Agreement), and, except for loan
transactions or certificates of deposit, all such transactions may be
terminated upon not more than twenty (20) days' prior written notice
by CBI. All such transactions other than certificates of deposit
issued by City Bank or loans are identified in "Schedule 4.21"
attached hereto. A separate schedule of such transactions which are
certificates of deposit issued by City Bank or loans shall be
furnished to BancFirst within one week following the date of this
Agreement, which schedule shall be to the best of City Bank's
knowledge without making independent inquiry to shareholders.

4.22 SCHEDULED DOCUMENTS. Each contract, lease, pension plan,
profit-sharing plan, employment agreement, deferred compensation
contract, and insurance policy which requires payments by CBI or City
Bank of $5,000 or more annually, or which binds CBI to make a series
of future payments of $5,000 or more in the aggregate, are listed (as
they exist on the dated of this Agreement) on "Schedule 4.22" attached
hereto. Any such items entered into or arising between the date of
this Agreement and the Closing will be separately disclosed to
BancFirst in writing prior to the Closing. (For the purposes of this
paragraph, deposit contracts and loan agreements shall not be included
within the term "contract.")

4.23 NO DEFAULT. To the best knowledge of CBI, neither CBI nor City Bank
is in default under any agreement.

4.24 EMPLOYEES. "Schedule 4.24" attached hereto is a list of all employee
contracts, benefit plans and arrangements (including all collective
bargaining, employment, compensation, pension, retirement, separation,
vacation, sickness, insurance, welfare, profit sharing and bonus plans
and agreements) under which CBI or City Bank has any obligation.
Except as disclosed in Schedule 4.24, all employee benefits which are
vested and payable, including without limitation group health
insurance benefits and vacation benefits, have been accrued to the
extent required by CBI's auditors. All of CBI's or City Bank's
employees are employees at will and can be terminated at any time with
or without cause. To the best of CBI's knowledge there exists no
employment-related incident with respect to which CBI or City Bank
could be sued, or a claim could be filed against CBI or City Bank,
including without limitation any incident involving any worker's
compensation claim; wrongful termination; discrimination; sexual
harassment; violation of the Americans with Disabilities Act; or
wrongful denial of benefits.

<PAGE>

4.25 TAXES. All taxes, Federal and state, have been paid or accrued by CBI
and City Bank, and CBI and City Bank have filed all required tax
returns.

4.26 INSURANCE IN EFFECT. CBI's and City Bank's insurance policies are in
full force and effect and cannot be canceled because of this
Agreement, nor has CBI or City Bank received notice of cancellation of
any such insurance policies.

4.27 NO REGULATORY AGREEMENTS. Neither CBI nor City Bank has entered into
any memorandum of understanding with the Federal Reserve Board,
Federal Deposit Insurance Corporation or Oklahoma State Banking
Department or any other regulatory agency or entity, with respect to
the conduct of CBI's or City Bank's business, nor is CBI or City Bank
subject to any cease and desist order or other formal or informal
regulatory agreement, and neither CBI nor City Bank has been notified
or otherwise made aware of any fact or circumstance which might result
in the entry of any such order or the making or imposition of any such
regulatory agreement.

4.28 COMPLIANCE WITH LAWS. To the best knowledge of CBI, CBI and City Bank
have not violated any laws or regulations applicable to the operation
of CBI's and City Bank's business which could result in criminal
liability, punitive damages, penalties, fines, or other significant
financial liability to CBI or City Bank.

4.29 TITLE TO REAL ESTATE. CBI and City Bank, respectively, have, and at
the Closing Date will continue to have, good and marketable title to
all real estate carried as an asset on the books of CBI~and City Bank,
respectively, at June 30, 1995.

4.30 TITLE TO PERSONAL PROPERTY. To the best knowledge of CBI, CBI and
City Bank, respectively, have, and at the Closing Date will continue
to have, good and marketable title to all personal property carried as
an asset on the books of CBI and City Bank, respectively, at June 30,
1995 (including items of personal property which are fully
depreciated).

4.31 ERISA. No events, including, without limitation, any "Reportable
Event" or "Prohibited Transaction," as those terms are defined in the
Employee Retirement Income Security Act of 1974 ("ERISA"), as amended,
have occurred in connection with any "employee pension benefit plan,"
as defined in ERISA, of CBI, City Bank, or any other Affiliate of CBI
or to which CBI, City Bank or any other Affiliate of CBI is required
to contribute (herein called

<PAGE>

a "Pension Plan") which has or might be expected to cause termination
of such Pension Plan, or the appointment of a trustee to administer
any such Pension Plan. No Pension Plan has been terminated under
circumstances resulting in any liability of CBI, City Bank or any
other Affiliate of CBI. CBI and City Bank have operated all Pension
Plans so as not to result in any material liability for failure to
comply with ERISA. Each Pension Plan meets the minimum funding
standards of ERISA, whether or not waived, and full payment has or
will be made on a timely basis of all amounts which CBI, City Bank or
any other Affiliate of CBI is required to make under the terms of each
Pension Plan as of the last day of the most recent fiscal year of the
Pension Plan ending prior to the date hereof. The fair market value
of the assets of each of the Pension Plans equals or exceeds the
present value of accrued benefits under that Pension Plan.

4.32 ENVIRONMENTAL MATTERS. To the best knowledge of CBI, CBI and City
Bank have been at all times and continue to be in compliance with any
and all federal, state, and/or local environmental statutes,
ordinances, rules, and/or regulations (hereinafter "environmental
laws"), including, but not limited to, the Comprehensive Response
Compensation and Liability Act of 1980, as amended by the Superfund
Amendments and Reauthorization Act of 1986, the Resource Conservation
and Recovery Act, and the Federal Water Pollution Control Act. CBI
has no knowledge of, and neither CBI nor City Bank has received any
notice of, a violation of any such laws In addition, to the best
knowledge of CBI, no petroleum products, hazardous materials,
substances and waste, asbestos, PCB's, and/or other regulated
substances as defined in any environmental laws, have been generated,
used, manufactured, stored, disposed of, and/or transported from or in
connection with any real estate owned or leased by CBI or City Bank,
nor are any underground storage tanks as defined in any environmental
laws currently located on or under any real estate owned or leased by
CBI or City Bank.

5. REPRESENTATIONS AND WARRANTIES OF BANCFIRST. To induce CBI to enter into
this Agreement and to consummate the Acquisition, BancFirst represents and
warrants to CBI that the following matters are true and correct on the date of
this Agreement and will be true and correct on the Closing Date:

5.1 AUTHORITY. Except for obtaining the approvals required by Section
7.1, the execution and performance of this Agreement by BancFirst are
within its powers, and are not

<PAGE>

in contravention of law or the terms of any indenture, agreement, or
undertaking to which BancFirst is a party or by which it or its
property is bound.

5.2 DIRECTORS' APPROVAL; RECOMMENDATION FOR SHAREHOLDER ACTION. The Board
of Directors of BancFirst has approved this Agreement and, after the
execution hereof, will recommend this Agreement and the Acquisition
for approval by BancFirst's sole shareholder by written consent.

5.3 BINDING EFFECT. This Agreement, and all documents and instruments
contemplated hereunder, when duly executed and delivered, will
constitute legal, valid, and binding obligations of BancFirst,
enforceable in accordance with their respective terms (subject in the
case of enforceability to (a) applicable bankruptcy, reorganization,
moratorium, and similar laws relating to or affecting the enforcement
of creditors' rights generally and (b) general principles of equity).

5.4 ADEQUACY OF CAPITAL; COMPLIANCE WITH REGULATORY GUIDELINES;
NOTIFICATION. BancFirst has sufficient capital to carry out the
transactions contemplated by this Agreement, the CBI Merger Agreement
and the Bank Merger Agreement, and such transactions as structured
meet all known Federal and state bank regulatory guidelines. BancFirst
does not know of any reason why such transactions would not be
approved by all applicable regulatory authorities. BancFirst will
promptly notify CBI of any event or circumstance which may occur or
exist that could cause BancFirst to be unable or unwilling to
consummate the transactions contemplated hereunder for any reason.

5.5 INVESTMENT PURPOSE. The Acquisition is being made for BancFirst's own
account for investment, and with no present intention of resale or
redistribution in violation of any federal or state securities law or
regulation.

6. CBI'S ACTIONS. CBI shall perform or cause to be performed the following
actions prior to the Closing Date:

6.1 OBTAINING ASSURANCES FROM C-TEQ, INC. Simultaneously with execution of
this Agreement, CBI shall provide to BancFirst written assurances from
C-Teq, Inc.: (a) that BancFirst, after acquiring the CBI Common Stock,
will be able to terminate at will all contractual agreements between
C-Teq, Inc., and CBI or City Bank, without penalty or payment of any
liquidated damages; and (b) that BancFirst will be able to obtain item
processing and

<PAGE>

account processing services from C-Teq, Inc., on a month-to-month
basis for up to six months following the Closing Date, and on the same
terms and conditions that City Bank now enjoys with respect to those
services.

6.2 DIVESTITURE OF C-TEQ INC. Prior to the Closing, City Bank will
distribute to CBI, and CBI will spin off to its shareholders, the
stock of C-Teq, Inc. CBI will take all steps necessary to obtain the
release of the existing security interest in this stock held by
Boatmen's First National Bank of Oklahoma. Except with regard to
lease obligations as to which C-Teq, Inc., shall indemnify BancFirst
in accordance with Section 6.3 below, CBI, prior to the Closing, shall
eliminate any direct or contingent liability of CBI or City Bank with
respect to the obligations of C-Teq, Inc., including without
limitation direct indebtedness of C-Teq, Inc. Prior to the Closing,
all items of equipment and software owned by City Bank and leased to
C-Teq, Inc. shall be purchased by C-Teq, Inc. from City Bank at those
items' then book value on City Bank's books.

6.3 INDEMNITY BY C-TEQ, INC. Prior to the Closing, C-Teq, Inc., shall
deliver to BancFirst a written indemnity agreement as further
consideration for BancFirst's closing of the Acquisition, indemnifying
and holding BancFirst harmless with respect to any lease obligations
of C-Teq, Inc., as to which CBI or City Bank has direct or contingent
liability extending beyond the Effective Time.

6.4 OPERATION. From the date of this Agreement until the Closing Date,
CBI and City Bank will be managed in a prudent manner in accordance
with accepted banking practices. CBI and City Bank will advise and
consult with BancFirst or its representatives prior to entering into
any transaction which might have a material and adverse effect on the
ownership or operation of CBI or City Bank.

6.5 MATERIAL CHANGE. Prior to the Closing, CBI shall promptly inform
BancFirst in writing of any material adverse change in the condition
of the business of CBI or City Bank.

6.6 ACCESS. During the period before the Closing, but following the date
upon which the CBI shareholders approve the Acquisition, CBI shall
afford to BancFirst and its officers, employees, accountants, counsel
and other authorized representatives full access to and the right to
inspect, review and make copies, as appropriate, of the records of CBI
or City Bank, to view their

<PAGE>

physical properties and communicate with key employees on a basis
reasonably satisfactory to BancFirst. CBI will furnish or use its
best efforts to cause its representatives to furnish promptly to
BancFirst such additional financial and operating data and other
documents and information related to the business and properties of
CBI or City Bank as BancFirst or its representatives may from time to
time reasonably request.

6.7 COPIES OF LOAN COMMITTEE REPORTS AND DOCUMENTS; MONTHLY MEETINGS WITH
BANCFIRST; PRIOR NOTICE OF MATERIAL CHANGE IN TERMS. From the date of
this Agreement until the Closing Date, CBI agrees to provide to
BancFirst copies of all reports furnished at City Bank's loan
committee meetings and other pertinent documents concerning CBI's and
City Bank's operations. William O. Johnstone or another CBI or City
Bank representative acceptable to BancFirst shall meet with Robert A.
Gregory or such other person as may be designated by BancFirst as its
representative, on a monthly basis to update BancFirst on CBI's and
City Bank's operations, to furnish such written information as shall
be required or reasonably requested, and to advise and consult with
BancFirst as contemplated by Section 6.4. Notwithstanding the
foregoing provisions regarding subsequent copies and monthly meetings,
CBI agrees to cause City Bank to provide advance notice to BancFirst
of any material change in performance status, collateralization, terms
or conditions of any City Bank loan that was outstanding at July 31,
1995, and that has a balance in excess of $50,000.

6.8 TRANSITION ACTIVITIES. Beginning immediately after BancFirst has
obtained all necessary regulatory approvals, and continuously
thereafter through the Closing Date, CBI will permit BancFirst to have
continuous access to CBI's and City Bank's facilities and records
during normal business hours for the purpose of organizing and
carrying out a smooth transition process in converting City Bank's
locations into branches of BancFirst.

6.9 SHAREHOLDER MEETING. Promptly after the execution of this Agreement,
CBI shall call a special meeting of its shareholders for the purpose
of (a) approving this Agreement and (b) rescinding the unfiled 1992
amendment which authorized 4,000,000 shares of CBI preferred stock.

6.10 APPROVAL OF BANK MERGER. Immediately after CBI's shareholders have
approved this Agreement, CBI as sole shareholder of City Bank will
sign a written consent in lieu of meeting, approving the Bank Merger
Agreement,

<PAGE>

waiving the right to notice of a shareholder meeting of City Bank, and
waiving publication of notice of a shareholder meeting, as provided in
6 O. S. 1104(B).

6.11 EXERCISE OF STOCK OPTIONS. CBI shall take whatever actions may be
necessary to accomplish the result that immediately prior to the
Closing Date there shall no longer be any outstanding options to
acquire shares of CBI Common Stock.

6.12 TERMINATION OF STOCK OPTION PLANS. Any stock option plan which may
permit the future granting of individual stock options to acquire
shares of CBI Common Stock shall be terminated prior to the Closing
Date.

6.13 LIMITATION ON DIVIDENDS OR RETURN OF CAPITAL TO SHAREHOLDERS. CBI
shall not pay any dividend or make any return of capital to its
shareholders (except to permit the spin-off of stock of C-Teq, Inc.,
as provided in Section 6.2).

6.14 ELIMINATION OF INDEBTEDNESS. CBI shall repay its indebtedness in
full.

6.15 ELIMINATION OF LIFE INSURANCE POLICIES ON OFFICERS. Prior to the
Closing Date, CBI and City Bank will divest, cancel or cash in, as
appropriate, all life insurance policies insuring the lives of
officers of CBI or City Bank.

6.16 DISPOSITION OF COUNTRY CLUB MEMBERSHIPS. CBI shall dispose of its
country club memberships (in the Oklahoma City Golf and Country Club,
the Quail Creek Golf & Country Club, and The Greens Country Club),
which have a combined current book value of $37,208 on CBI's books.

6.17 COBRA AND RETIREE INSURANCE.COVERAGE. CBI and City Bank shall
arrange that all persons who have COBRA coverage, or who are retired
but are still insured, under City Bank's existing medical insurance
plan, shall continue to be covered through a Prudential Health Care
(PruCare HMO) plan of City Bank's affiliate, C-Teq, Inc., after the
Closing Date.

6.18 VACATION BENEFIT PLAN. On or before December 31, 1995, CBI and City
Bank shall amend their employee vacation benefit plan, if and as
necessary, in order to ensure that, after a phase-out period ending
not later than March 31, 1996, (i) no employee shall be entitled to
take unused accrued vacation time that has been carried over from a
prior year, (ii) no employee shall be entitled upon voluntary or
involuntary termination to receive

<PAGE>

payment in cash in lieu of unused accrued vacation time, and (iii)
neither CBI nor City Bank will have any other liability with respect
to employees' unused vacation time that would potentially require
accrual in accordance with generally accepted accounting principles.

6.19 LEGAL OPINION OF COUNSEL TO WILLIAM O. JOHNSTONE. BancFirst shall
receive an opinion of counsel to William O. Johnstone, in form and
substance satisfying the requirements of that separate agreement
referenced in Section 7.3 below.

7. BANCFIRST'S ACTIONS. BancFirst will perform or cause to be performed
the following actions on or prior to the Closing Date:

7.1 REGULATORY APPROVALS. Within thirty (30) days following the
completion of BancFirst's due diligence examination of CBI and City
Bank, but in any event by not later than October 5, 1995, BancFirst
will submit applications to, and thereafter will use its reasonable
best efforts to obtain as quickly as possible all necessary approvals
from, the Federal Reserve Board or the Federal Reserve Bank of Kansas
City acting pursuant to delegated authority (the "Federal Reserve")
and the Oklahoma State Banking Board (the "Banking Board"), as
applicable, and any other governmental agency from which approval may
be required, with respect to (a) the Acquisition, (b) the CBI Merger,
(c) the Bank Merger, and (d) the establishment of branches of
BancFirst at City Bank's existing locations. BancFirst shall furnish
to CBI copies of all material filings between BancFirst and the
applicable regulatory authorities. If any regulatory application by
BancFirst is denied, or the regulatory agency requests that it be
withdrawn and, in either case, BancFirst cannot effectively respond to
or appeal the regulatory concerns that have been raised, BancFirst
shall be deemed to have failed to obtain regulatory approval within
the meaning of Sections 9.1 and 10.1 hereof.

7.2 COOPERATION. BancFirst shall deliver to CBI copies of all such
filings and other correspondence given to or received from-the
applicable regulatory agencies within three (3) business days after
they have been given or received, as applicable. Although all such
filings shall be the responsibility of BancFirst, BancFirst shall
nevertheless advise and consult with CBI, acting through persons
designated by CBI, on an ongoing basis with respect to the filings and
all matters and events related thereto. BancFirst shall inform and
make available to CBI, upon reasonable request by CBI from time to
time,

<PAGE>

all matters relating to the filings and their regulatory approvals.

7.3 SEPARATE AGREEMENT WITH WILLIAM O. JOHNSTONE. Simultaneously with
execution of this Agreement, BancFirst shall execute a separate
agreement with William O. Johnstone ("Johnstone"), on terms mutually
satisfactory to BancFirst and Johnstone, setting out certain
prohibited affiliations and prohibited activities of Johnstone and
certain required services during a four-year period beginning on the
Closing Date, and providing certain compensation to Johnstone. At the
Closing, BancFirst shall pay to Johnstone the compensation required by
said agreement.

8. ORDINARY COURSE OF BUSINESS. As an inducement for BancFirst to execute
this Agreement, CBI agrees that from the date of this Agreement to the Closing
Date, except as permitted by this Agreement or otherwise consented to or
approved in writing by BancFirst:

8.1 The business of CBI and of City Bank, including, without limitation,
making loans, shall be conducted only in the ordinary course and
consistent with past practices, except that CBI and City Bank shall
take such action as may be necessary to preserve CBI's and City Bank's
material properties and assets, wherever located, and to comply with
all applicable laws, ordinances, regulations, and orders of all
governmental agencies and other regulatory authorities.

8.2 City Bank's President, William O. Johnstone, or his designee
satisfactory to BancFirst, shall advise and consult with Robert A.
Gregory (or any other designated representative of BancFirst)
concerning the making of any new loan by City Bank in an amount
exceeding $50,000, and concerning the purchase of any loan or loan
participation regardless of amount.

8.3 Following the end of each month, CBI shall provide to BancFirst City
Bank's monthly statement for the prior month and a verbal report of
the status of CBI's and City Bank's operational matters.

8.4 CBI shall not (i) amend its Certificate of Incorporation or Bylaws, or
(ii) change the number of authorized or issued shares of its capital
stock (except to permit the exercise of stock options outstanding on
the date of this Agreement as contemplated by Section 4.8.

8.5 CBI shall not allow City Bank (i) to amend City Bank's Certificate of
Incorporation, or (ii) to change the

<PAGE>

number of authorized or issued shares of City Bank's capital stock.

8.6 CBI shall not, and shall not allow City Bank to (i) sell any loans
(except only the sale of such participations as shall be necessary to
avoid an overline, and then only on a basis which would allow the
participation to be later repurchased at the seller's option), (ii)
except with the prior approval of BancFirst, purchase or sell any
securities (other than purchasing U.S. Treasury obligations with a
maturity of less than two years) or transfer any securities between
the categories "available for sale" and "held to maturity," (iii)
purchase or make any acquisition of all or any part of the assets,
properties, capital stock, or business of, or make any investment in,
any other person or entity, or merge or consolidate with any other
person or entity (with the exception of steps taken to consummate the
CBI Merger and the Bank Merger), except for purchases of fixed assets
acquired in the ordinary course of business and not exceeding an
amount of $25,000 in the aggregate, and except for temporary
investments of excess cash in federal funds and U.S. Treasury
obligations in the ordinary course of business and consistent with
past practices, (iv) dispose of, encumber, or mortgage any of its
assets or properties except in the ordinary course of its business and
in any event not exceeding an amount of $25,000 in the aggregate,
except for the permitted divestiture of C-Teq, Inc., as contemplated
by Section 6.2, (v) incur any debt, liability, or obligation, direct
or indirect, whether accrued, absolute, contingent, or otherwise,
other than (1) current liabilities (other than for borrowings)
incurred in the ordinary course of business and consistent with past
practices, and (2) liabilities under new or existing insurance
contracts entered into in the ordinary course of business and
consistent with past practices, (vi) assume, guarantee, or in effect
guarantee the obligations of any person or entity or (vii) waive,
release, grant, or transfer any rights of material value, cancel,
compromise, release, or assign any indebtedness owed to it or any
claims held by it, or modify or change in any material respect any
material contract or document, other than in the ordinary course of
business.

8.7 CBI, with respect to both itself and City Bank, shall (i) preserve
intact its business organization, (ii) keep available its services,
and (iii) use its reasonable best efforts (a) to keep available its
present employed officers and key employees whom BancFirst states a
desire to employ and (b) to preserve the goodwill of its customers;
provided, however, this provision shall not be

<PAGE>

construed as an implied contract by BancFirst to continue any
individual's employment.

8.8 CBI shall not, and shall not allow City Bank to (i) without
BancFirst's prior approval, increase the annual salary or fringe
benefits payable or to become payable by it to any of its officers,
(ii) make any payment or provision with respect to any bonus, profit
sharing, stock option, employee stock ownership, pension, retirement,
deferred compensation, employment, or other payment plan, agreement,
or arrangement for the benefit of employees of CBI or City Bank which
would create any obligation on the part of BancFirst following the
Closing Date, (iii) grant any stock options, warrants, or stock
appreciation rights, or (iv) enter into any employment agreement or
other contract or arrangement with an officer or other employee with
respect to the performance of personal services; provided, however,
CBI or City Bank may unilaterally pay any amount to its employees, or
accrue any such amount for payment, if the after-tax financial impact
of such action is fully accrued for purposes of determining compliance
with CBI's minimum capital requirement pursuant to Sections 8.11 and
9.2.

8.9 Without the prior approval of BancFirst, or as elsewhere expressly
authorized in this Agreement, neither CBI nor City Bank shall execute
any new contract, renewal contract or contract extension (excluding
loan and deposit contracts) for a term that will extend past the
anticipated Closing Date and involving total payments of $5,000 or
more.

8.10 CBI shall not cause or permit any of its or City Bank's current
insurance contracts to be canceled or terminated or any of the
coverage thereunder to lapse, unless simultaneously with such
cancellation, termination, or lapse, replacement policies providing
coverage equal to or greater than the coverage under the canceled,
terminated, or lapsed policies for substantially similar premiums are
in full force and effect.

8.11 CBI shall not take any action that would cause its equity capital at
Closing, determined in accordance with generally accepted accounting
principles, to be less than $13,000,000.

8.12 CBI shall cause City Bank's reserves to be not less than the minimum
amount required by Section 4.17.

8.13 CBI shall not, and shall not allow City Bank to, enter into any
agreement or commitment to do any of the things which would be in
violation of this Agreement.

<PAGE>

8.14 CBI shall not, and shall not allow City Bank:

(i) to make or accept any intercompany transfers of cash or other
assets (including without limitation dividends or capital
contributions) between any of CBI, City Bank and C-Teq, Inc., with the
following permitted exceptions:

(a) transfers permitted by Section 6.2 or existing intercompany
contractual arrangements;

(b) dividends by City Bank to CBI to allow CBI to pay its
liabilities; and

(c) temporary advances by City Bank to C-Teq, Inc., which
advances shall be repaid to City Bank prior to the Effective
Time;

(ii) to modify the terms or conditions of existing intercompany
contractual relationships, written or oral, between any of CBI, City
Bank and C-Teq, Inc.

8.15 Except as permitted by Section 6.2, CBI shall not pay any dividend or
make any return of capital to its shareholders.

9. BANCFIRST'S TERMINATION. Absence of the matters listed in this section is
a condition precedent to BancFirst's obligations. BancFirst will have the right
to terminate this Agreement if any of the following conditions exists or is
continuing as of the date specified with respect to each:

9.1 LACK OF REGULATORY APPROVAL. The failure of BancFirst to obtain any
of the approvals of the Federal Reserve or of the Banking Board or
other governmental agency from which approval is required, as
contemplated by Section 7.1 of this Agreement, on or before the
Closing Date.

9.2 LACK OF REQUIRED MINIMUM CAPITAL. The failure of CBI's equity capital
(the sum of capital stock, surplus and undivided profits), determined
in accordance with generally accepted accounting principles, to equal
at least $13,000,000 as of the Closing Date.

9.3 ADVERSE CHANGE. The occurrence prior to the Closing Date of:

(i) any event or condition (or series of events or conditions) which
would constitute an aggregate adverse change of $100,000 or more in
the condition or financial

<PAGE>

circumstances of City Bank or CBI, which has not been adequately
provided for; or

(ii) a single event or condition which would constitute an adverse
change of $100,000 or more in the condition or financial circumstances
of City Bank or CBI and which indicates a trend of deterioration in
the quality of assets of City Bank or CBI occurring subsequent to the
date of this Agreement, regardless of whether such event or condition
has been adequately provided for.

(Changes in the market value of City Bank's securities within the
category "held to maturity" shall not be considered an adverse change
for purposes of this Agreement.)

9.4 DEFAULT. Failure by CBI to comply in all material respects with the
obligations of CBI to be performed under this Agreement at or before
the Closing Date, and the failure by CBI to cure such failure to
comply within the time and in the manner set forth in Section 11,
below. If BancFirst obtains the right to terminate this Agreement
under this Section 9.4, then the right of termination shall continue
for a period of thirty (30) days. If BancFirst does not exercise its
right of termination within such thirty-day period, then BancFirst
shall be deemed to have waived its right to terminate.

9.5 REPRESENTATIONS AND WARRANTIES OF CBI. The failure of the
representations and warranties of CBI contained herein to be true and
correct in all material respects at the Closing Date with the same
force and effect as though made at and as of such time, and the
failure by CBI to cure such failure in such a manner that its
representations and warranties will become true and correct within the
time and in the manner set forth in Section 11, below. If BancFirst
obtains the right to terminate this Agreement under this Section 9.5,
then the right of termination shall continue for a period of thirty
(30) days. If BancFirst does not exercise its right of termination
within such thirty-day period, then BancFirst shall be deemed to have
waived its right to terminate.

9.6 DELAY OF CLOSING. Failure of the Closing to occur on or before the
Termination Date stated in Section 3.1.

The foregoing right to terminate will be exercised by BancFirst's delivery of
written notice of termination to CBI. If BancFirst fails to exercise the
foregoing rights to terminate or provides to CBI written waiver of the existing
conditions listed above,

<PAGE>

BancFirst will be bound to perform this Agreement as if Section 9 were not a
part of this Agreement.

10. CBI'S TERMINATION. Absence of the matters listed in this section is a
condition precedent to CBI's obligations. CBI will have the right to terminate
this Agreement if any of the following conditions exists or is continuing on the
date specified with respect to each:

10.1 LACK OF REGULATORY APPROVAL. The failure of BancFirst to obtain any
of the approvals of the Federal Reserve or of the Banking Board, or
other governmental agency from which approval is required, as
contemplated by Section 7.1 of this Agreement, on or before the
Closing Date.

10.2 DEFAULT. Failure by BancFirst to comply in all material respects with
the obligations of BancFirst to be performed under this Agreement at
or before the Closing Date, and the failure by BancFirst to cure such
failure to comply within the time and in the manner set forth in
Section 11, below. If CBI obtains the right to terminate this
Agreement under this Section 10.2, then the right of termination shall
continue for a period of thirty (30) days. If CBI does not exercise
its right of termination within such thirty-day period, then CBI shall
be deemed to have waived its right to terminate.

10.3 REPRESENTATIONS AND WARRANTIES OF BANCFIRST. The failure of the
representations and warranties of BancFirst contained herein to be
true and correct in all material respects at the Closing Date with the
same force and effect as though made at and as of such time, and the
failure by BancFirst to cure such failure in such a manner that its
representations and warranties will become true and correct within the
time and in the manner set forth in Section 11, below. If CBI obtains
the right to terminate this Agreement under this Section 10.3, then
the right of termination shall continue for a period of thirty (30)
days. If CBI does not exercise its right of termination within such
thirty-day period, then CBI shall be deemed to have waived its right
to terminate.

10.4 DELAY OF CLOSING. Failure of the Closing to occur on or before the
Termination Date.

CBI shall give written notice of termination to BancFirst in the same manner and
with the same effect as specified in Section 9. BancFirst shall give CBI prompt
notice if any approval referenced in Section 10.1 has been denied and is not
appealed or, if appealed, after such appeal is unsuccessful.

<PAGE>

11. DEFAULT. In the event BancFirst or CBI fails to perform any of its
respective obligations contained in this Agreement or if any of BancFirst's or
CBI's representations and warranties fails to be true and correct in all
material respects, the party claiming default will serve written notice
specifying the nature of such default and demanding performance. If such
default has not been cured within twenty (20) days after receipt of such default
notice, the nondefaulting party will thereafter have the right to terminate this
Agreement and be discharged from all further obligations hereunder and to
exercise all remedies arising at law or in equity by reason of such default,
including, without limitation, specific performance of this Agreement.

12. PUBLIC ANNOUNCEMENTS. BancFirst and CBI shall obtain each other's
approval, which shall not be unreasonably withheld, before issuing any press
releases or otherwise making any public statements with respect to the
transactions contemplated by this Agreement, the CBI Merger Agreement and the
Bank Merger Agreement, unless such disclosure is required by applicable law or
regulation.

13. NONDISCLOSURE OF INSIDER INFORMATION; NO SECURITIES TRADING PRIOR TO PUBLIC
DISCLOSURE. Until such time as the existence of this Agreement has been made
public, each person with knowledge of the negotiations (including any such
person who is an officer, director or shareholder of CBI, City Bank, BancFirst
Corporation or BancFirst), shall refrain from (i) purchasing or selling any
security of CBI or BancFirst Corporation; or (ii) communicating any material
information concerning the negotiations and Agreement to any person, except as
necessary in order to carry out the proposed transactions.

14. CUSTOMER OR OTHER PROPRIETARY INFORMATION. Bancfirst shall hold, and
shall cause each of its representatives to hold, in strict confidence all
customer or other proprietary information of CBI or City Bank which BancFirst
has obtained during due diligence or subsequently (including all information
that is not a matter of public record, except such information as may be
required to be disclosed in BancFirst's applications for regulatory approvals or
to prepare to consummate the Acquisition). If the transactions contemplated by
this Agreement are not consummated, such confidence shall be maintained, all
copied documents and workpapers extracted from documents shall be returned to
CBI, and BancFirst shall not actively use, or allow others to use, any
information which it has obtained for any purposes, including solicitation of
City Bank's customers.

<PAGE>

15. MISCELLANEOUS. It is further agreed as follows:

15.1 TIME. Time is of the essence of this Agreement.

15.2 NOTICE. Any notice required hereunder must be in writing and given
by depositing the same in the United States mail, addressed to the
party to be notified, postage prepaid and certified, with return
receipt requested, or by delivering the same in person. Such notice
shall de deemed received on the first business day following the
actual date of hand delivery, or on the third business day following
the date on which it is so mailed. For purposes of notice, the
addresses of the parties shall be as follows:

If to CBI: City Bankshares, Inc.
204 N. Robinson
P.O. Box 24500
Oklahoma City, Oklahoma 73124-0500
Attn: Mr. William O. Johnstone,
President & Chairman

with a copy to: Mr. Len Cason, Esq.
Hartzog, Conger & Cason
1600 Bank of Oklahoma Plaza
Oklahoma City, Oklahoma 73102

If to BancFirst: BancFirst
101 N. Broadway
P. O. Box 26788
Oklahoma City, Oklahoma 73126-0788
Attn: Mr. David E. Rainbolt,
President & C.E.O.

with a copy to: Mr. Charles E. Cheatham, Esq.
Cheatham & Womble, P. C.
6520 N. Western, Suite 300
Oklahoma City, Oklahoma 73116

15.3 STANDARD OF KNOWLEDGE AND OF DISCLOSURE. For the purposes of this
Agreement an individual corporate officer shall be deemed to have
knowledge of some fact or matter, or to have received disclosure of
some fact or matter, only if that person has or receives actual
knowledge of the fact or matter. Any fact or matter which an officer
"should have known," were it not for his neglect, inattention or other
lapse of duty, shall not be deemed to be actually known by that person
for purposes of this Agreement. A corporation shall be deemed to have
knowledge of a fact or matter, or to have

<PAGE>

received disclosure of a fact or matter, only if an officer of that
corporation having a title of Vice President or higher rank has actual
knowledge, or receives actual knowledge, of that fact or matter, as
applicable.

15.4 ENTIRE AGREEMENT. This instrument, together with the CBI Merger
Agreement and the Bank Merger Agreement, constitutes the entire
agreement between BancFirst and CBI and there are no agreements,
understandings, warranties, or representations between the parties
except as set forth herein and therein. This Agreement cannot be
amended except in writing executed by BancFirst and CBI.

15.5 BINDING EFFECT. This Agreement will be jointly and severally binding
on CBI and on BancFirst, and will inure to their benefit.

15.6 ATTORNEYS' FEES. If either party institutes an action or proceeding
against the other relating to the provisions of this Agreement or any
default hereunder, the unsuccessful party to such action or proceeding
will reimburse the successful party therein for the reasonable
expenses of attorneys' fees and disbursements incurred by the
successful party.

15.7 NO WAIVER. No waiver of any action or default by any party will be
implied from the failure by the other party or parties to take any
action in respect of such default. No express waiver of any existing
condition or default will affect any other default or extend any
period of time for performance other than as specified in such
express waiver. One or more waivers of any default in the performance
of any provisions of this Agreement will not be deemed a waiver of any
subsequent default in the performance of the same provisions or any
other provision. The consent to or approval of any act or request by
any party will not be deemed to waive or render unnecessary the
consent to or approval of any subsequent similar act or request. The
rights and remedies provided in this Agreement are cumulative and no
right or remedy will be exclusive of any other, or of any other right
or remedy at law or in equity which any party might otherwise have by
virtue of a default under this Agreement and the exercise of any right
or remedy by any party will not impair such party's standing to
exercise any other right or remedy.

15.8 SEVERABILITY. If any provision of this Agreement is, to any extent,
declared by a court of competent juris-

<PAGE>

diction to be invalid or unenforceable, the remainder of this
Agreement (or the application of such provision to persons or
circumstances other than those in respect of which the determination
of invalidity or unenforceability was made) will not be affected
thereby and each provision of this Agreement will be valid and
enforceable to the fullest extent permitted by law.

15.9 CAPTIONS. The captions of the sections and subsections of this
Agreement are for convenience only and are not intended to affect the
interpretation or construction of the provisions herein contained.

15.10 COUNTERPART EXECUTION. This Agreement may be executed in
counterparts, each of which will constitute a single instrument.

IN WITNESS WHEREOF, this instrument has been executed to be effective on the
date first above written.

"BANCFIRST" BANCFIRST
101 N. Broadway
P. O. Box 26788
Oklahoma City, Oklahoma 73126

By: /s/ David E. Rainbolt
------------------------------
David E. Rainbolt, President
& C.E.O.
ATTEST:
/s/ Linda Frank
- --------------------------------
Linda Frank, Assistant Secretary

"CBI" CITY BANKSHARES, INC.
204 N. Robinson
P. O. Box 24500
Oklahoma City, Oklahoma 73124-0500

By: /s/ William O. Johnstone
------------------------------
William O. Johnstone, President &
Chairman
ATTEST:
/s/ Jan R. Stratz
- --------------------------------
Jan R. Stratz, Secretary

<PAGE>

SCHEDULE 4.18
PENDING OR THREATENED LITIGATION

PENDING LITIGATION:

[List]

THREATENED LITIGATION:

[List]

<PAGE>

LITIGATION

- --------------------------------------------------------------------------------
LITIGATION REPORT
- --------------------------------------------------------------------------------

July 31, 1995

On December 15, 1994, H.D. Mills dba Southwest Salvage, Inc. filed suit in the
Eighteenth Judicial District, Sedgwick County, Kansas, naming City Bank & Trust
as co-defendant along with Associated Business Services, Inc.; Boots, Inc.;
The Mull corporation; Jerry Simeroth dba S&S, Inc.; Earl Haskins Company;
American Builders Supply; and SL Manufacturing seeking $4,950 plus interest and
legal costs. The Plaintiff alleges that he was not paid for labor and
materials provided pursuant to an agreement with the general contractor,
Associated Business Services, Inc., in connection with the construction of an
InCahoots nightclub located in Wichita, Kansas. He is seeking payment from
Associated Business Services, Inc. and/or from Boots, Inc., the owner of the
club. Mr. Mills is seeking a judgment determining the amount and validity of the
lien claims of the remaining defendants, City Bank & Trust, The Mull
Corporation, Jerry Simeroth dba S&S, Inc., Earl Haskins Company, American
Builders Supply and SL Manufacturing.

/s/ Jan R. Stratz
- -------------------------------------
Jan R. Stratz, VP/Corporate Secretary

<PAGE>

SCHEDULE 4.21
RELATED-PARTY TRANSACTIONS

[List]

<PAGE>

PAGE 1 OF 4

RELATED PARTY TRANSACTIONS
--------------------------
September 25, 1995

Customer Loan Note Face Current Maturity
Shareholder Number Number Date Amount Rate Balance Note
- ----------- -------- ------ ---- ------ ---- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Bodman, John O.
- ---------------
Bodman, John O. 7013010 4146 01-Jul-91 35,000,00 Liberty+.50 30,000.00 01-Jul-96

Browne, Cheryl
- --------------
Browne, Cheryl 11174 20287(R) 15-Sep-92 10,000.00 CBBR 0.00 15-Sep-95

Browne, Stephen B.,
- -------------------
Browne, Stephen B. 11184 90638(R) 03-Mar-89 1,140,000.00 NYP+.25 180,300.00 03-Jun-96

Edwards, Carl E., Jr. 21210 20023 03-Feb-92 34,000.00 NYP+.50 28,762.94 03-Feb-96

Manchester, Robert A.,
III 54463 20039 24-Feb-92 29,339.02 9.25 28,672.13 18-Jul-96

Moore, Edward L. 58009 40668 27-Dec-94 250,000.00 CBBR 6,363.38 01-Dec-95

R. C. Cola Bottling
Company 72102 LC #244 03-Mar-94 4,000.00 NYP+.25 0.00 03-Mar-96

Louisianna Bottling Ltd. 53325 40233(R) 02-Jun-94 20,000.00 NYP+.25 600.00 29-Dec-95

Elam, Theodore M.
- -----------------
Elam, Theodore M. 23262 60012(R) 29-Jan-86 100,000.00 NYP+1 46,526.38 21-Jun-96

Frank Fink Company
- ------------------
Frank Fink Company 29164 20257 17-Mar-94 445,594.24 NYP+1 399,164.39 17-Sept-02

Frank Fink Company 29164 30517 17-Mar-94 174,494.42 NYP+1 156,252.87 17-Sep-02

Levy, Harrison, Jr. 52162 40156(R) 11-Apr-94 100,000.00 NYP+.75 1,000.00 11-Jan-96

Levys & Shdeeds 52170 90696 18-Aug-89 165,000.00 NYP+.50 68,056.03 18-Aug-99

Levy & Shdeed 52178 20504(R) 13-Nov-92 25,000.00 NYP+.75 10,847.85 14-May-96

Andeel,Farha,Farha,
Levy,Shdeed... 3955 30485 02-Nov-93 885,376.24 NYP+.75 825,095.97 20-Nov-03

Hanstein, Karen
- ---------------
Hanstein, Mark T. &
Karen R. 34438 30163 16-Apr-93 12,427.07 6.50 0.00 16-Oct-96

Hanstein, Mark T. &
Karen R. 34438 50451 17-Aug-95 10,000.00 9.25 9,206.03 17-Sep-96

Mark T. Hanstein, DDS,
Inc. 34468 40473 06-Oct-94 30,000.00 NYP+.50 18,216.58 19-Oct-96

Hunt, Bob B.
- ------------
Hunt, Bob B. 38190 20286(R) 15-Sep-92 10,000.00 CBBR 0.00 15-Sep-96

Hunt, Bob B. 38190 60176 14-Oct-86 100,000.00 7.75 100,000.00 02-Aug-96

Hunt, Bob B. 38190 70317 21-May-87 565,000.00 NYP+1 561,388.91 05-Feb-10

Hunt, Bob B./Progressive
Royalty 38118 20291 05-Oct-92 57,865.95 CBBR+1 18,608.05 05-Dec-95

<PAGE>

PAGE 2 OF 4

RELATED PARTY TRANSACTIONS
--------------------------

<S> <C> <C> <C> <C> <C> <C> <C>
Hunt Engineering, Inc.
- ----------------------
Hunt Engineering, Inc. 38100 LC #258 14-Dec-94 25,000.00 CBBR+l 0.00 14-Dec-95

King, Tom L.
- ------------
King, Tom L. 49524 20294(R) 15-Sep-92 10,000.00 NYP+.25 0.00 16-Sep-96

King, Tom L. & Jill Click 49524 40411 09-Aug-94 480,000.00 NYP+.25 316,294.52 09-Aug-09

Jacobs, Robert L. 001-3005071 06-Mar-95 15,173.92 10.00 12,884.50 28-Jan-98

Lynn, C. Stephen
- ----------------
Lynn, C. Stephen 54021 20293(R) 15-Sep-92 10,000.00 CBBR 0.00 15-Sep-95

Lynn, C. Stephen 54021 30224(R) 25-May-93 100,000.00 NYP+1 100,000.00 25-Nov-95

Lynn, C. Stephen 54021 50120 08-Mar-95 61,750.00 NYP+.50 61,750.00 08-Sep-95

Lynn, C. Stephen/Edwards,
Greg 56210 30253(R) 16-Jun-93 250,000.00 NYP+1 250,000.00 25-Nov-95

L S B
- -----
Golsen, Jack 32010 40429(R) 23-Aug-94 400,000.00 CBBR 229,000.00 20-Feb-96

Golsen, Jack & Sylvia 32013 50022 18-Jan-95 900,000.00 NYP+.50 276,543.00 18-Jul-96

Golsen Petroleum Corp. 32025 40549 05-Dec-94 292,500.00 CBBR 225,000.00 04-Mar-98

Norick, Ronald J.
- -----------------
Norick, Ronald J, 61192 10059 25-Mar-91 255,634.24 8.75 190,007.68 04-Apr-96

Norick, Ronald J. 61192 20288(R) 15-Sep-92 10,000.00 CBBR 0.00 15-Sep-95

Norville, Richard
- -----------------
Norville Oil Co. 61432 30036(R) 28-Jan-93 700,000.00 NYP+.25 0.00 28-Jan-96

Norville Oil Co. 61432 40224 12-May-94 250,000.00 7.50 29,178.19 12-Nov-95

Raupe, F. Davis
- ----------------
Raupe, F. Davis 73477 50053(R) 31-Jan-95 100,000.00 NYP+.25 0.00 01-Feb-96

Raupe, F. Davis 73477 LC #263 01-Jan-95 131,250.00 NYP+.25 0.00 31-Jan-96

Eureka Water Co. 25453 50234(R) 01-Jul-85 300,000.00 NYP+.25 100.00 01-Jul-96

Raupe, Steven Davis
- -------------------
Raupe, Steve 73488 50467 24-Aug-95 15,000.00 NYP+.25 14,500.00 24-Feb-98

Roberts, Dave
- -------------
Roberts, K. Susan & K.
David 001-1004257 25-Aug-94 14,029.00 9.50 9,520.09 07-Sep-97

<PAGE>

PAGE 3 OF 4

RELATED PARTY TRANSACTIONS
--------------------------

<S> <C> <C> <C> <C> <C> <C> <C>
Shdeed, William
- ---------------
Shdeed, William F. 78393 70410(R) 15-Oct-87 150,000.00 NYP+.75 45,125,56 12-Oct-95

Shdeed, William & Pamela 78393 20001 13-Jan-92 27,961.83 NYP+.50 2,292.89 10-Jan-96

Shdeed, Wm & Pamela
'82 Trusts 94176 40412 11-Aug-94 25,000.00 NYP+.75 19,000.00 21-Aug-97

Levys & Shdeeds 52170 90696 18-Aug-89 165,000.00 NYP+.50 68,056.03 18-Aug-99

Levy & Shdeed 52178 20504(R) 13-Nov-92 25,000.00 NYP+.75 10,847.85 14-May-96

Andeel,Farha,Farha,
Levy,Shdeed... 3955 30485 02-Nov-93 885,376.24 NYP+.75 825,095.97 20-Nov-03

Harroz Trusts & Shdeeds 34880 50045 30-Jan-95 350,000.00 NYP+.50 80,386.57 21-Feb-96

Harroz & Shdeed Trusts 47389 30538 08-Dec-93 400,000.00 NYP+.50 338,586.74 18-Dec-03

Stough, Daniel R. M.D., Inc.
- ----------------------------
Phyllis J. Stough Revocable
Trust 81896 30288 16-Jul-93 300,000.00 NYP+1.50 264,970.10 19-Jul-08

Phyllis J. Stough Revocable
Trust 81896 30298(R) 19-Jul-93 125,000.00 NYP+1.25 300.00 18-Jun-96

Thomas, Noble
- -------------
Thomas, Noble K.
& Lou Ann 84096 30355 26-Aug-93 156,800.00 NYP+1.25 144,330.93 26-Aug-08

Webster, Ken
- ------------
Webster, Kenneth R.
& Sara A. 92709 30441(R) 15-Oct-93 200,000.00 NYP+.50 0.00 02-Oct-95

Weir, Marshall Trust
- --------------------
TMS Realty Corp. 300834 10045 01-Mar-91 212,500.00 10.00 145,200.65 15-May-96

TMS Realty Corp. 300834 10129 11-Jul-91 90,690.09 NYP+2 86,030.71 11-Jul-06

TMS Realty Corp. 300834 30077 26-Feb-93 180,000.00 NYP+1.50 146,901.41 26-Jan-03

TMS Realty Corp. 300834 50457 24-Aug-95 416,612.75 NYP+l.25 416,612.75 24-Aug-05

</TABLE>

<PAGE>

PAGE 4 OF 4

RELATED PARTY TRANSACTIONS
--------------------------

Shareholder Accounts as of 9/25/95

Balance
<S> <C> <C>
Mr. or Mrs. Bob B. Hunt $100,000.00
CD-1 year auto renewal; currently at 5.75% to renew 8/2/96

Wm. O. Johnstone $2,190.66
90 day auto renew/3.00%/next renewal 10/23/95
Wm. O. Johnstone $5,000.00
1 year auto renew/3.00%/next renewal 04/01/96

Children's Medical Research $1001000.00
1 year/6.50%/due 2/10/96

Special CARE, Inc. $1001000,00
1 year CD @ 6.00%; next maturity 8/1/96

</TABLE>

<PAGE>

SCHEDULE 4.22

SCHEDULED DOCUMENTS

CONTRACTS AND AGREEMENTS REQUIRING PAYMENTS OF $5,000 OR MORE:

Item: Amount:
----- -------

<PAGE>

Schedule 4.21
Related-Party Transactions

Non-loan Transactions with Insiders

William Shdeed
Monthly lease payments 122nd & McArthur 3,750.00

All American Bottling Company
Furnishes soft drink vending machines at three of City Bank's locations. City
Bank receives no commissions or rent from these sales and therefore no monetary
interest in the transactions. City Bank incurs limited liability by virtue
of the equipment being on it's premises and due to any property taxes associated
with the equipment.

Eureka Water
City Bank purchases water on a monthly basis from Eureka Water. Eureka is owned
by Dave Raupe, a shareholder.

William F. Shdeed, Attorney for Shdeed & Hartmann, has been retained as our
legal counsel for services on Broadway Business Park II.

<PAGE>

Schedule 4.22
Scheduled Documents

Contracts and Agreements Requiring Payments of $5,000 or more:

Expiration
Item: Date Amount
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Building Lease(downtown) 28-Feb-2003 3,031,613.40 (over life of lease)
2,272,668.30 Remaining as of 9/11/95

Building Lease (122nd & McArthur) 30-Apr-99 225,000.00 (over life of lease)
165,000.00 Remaining as of 9/11/95

Building Lease (Mercy) 30-Jul-98 11,649.60 (1)(over life of lease assuming prior term
lease rate)

Land Lease 63rd & Western 30-Sep-99 30,000.00 (2)(over life of lease assuming renewal
lease rate)

Wright Investments 30-Jun-96 25,000.00 (over life of lease)
20,833.30 Remaining as of 9/11/95

C-Teq lease with Clayton Hayes 31-Jan-2001 12,850.00 (3) Monthly
154,200.00 Annual
822,400.00 Remaining as of 9/11/95

F1 Serve 31-Mar-98 3,950.00 (4) Monthly
47,400.00 Annual
122,450.00 Remaining as of 9/11/95

Plexar II 27-Oct-98 1,797.51 Monthly
21,570.12 Annual
66,507.87 Remaining as of 9/11/95

Diebold (equipment maintenance) 23,013.00 Annually

North American Insurance D&O 11,473.55 Annually
North American Insurance Contents 34,854.65 Annually
North American Insurance Blanket Bond 18,687.98 (5) 3yrs

COMP Risk Management Inc.(workers comp) 9,266.00 Annually

Families First (5yr commitment beginning June 96) 3,000 Annually
15,000 Total

</TABLE>

(1) Lease expired as of June 30, 1995. No documentation that renewal 3yr period
has been exercised.
(2) Lease expired as of October 31, 1994. There was no indication that the
lease had been renewed under the renewal terms of the agreement. From
11/1/94 to current the bank is continuing to pay the old monthly lease
amount of $400.
(3) Includes taxes, insurance and landlord provided leasehold improvements
(4) Based upon average monthly billing
(5) Blanket bond was paid for a 3 yr period expiring June 30, 1996

<PAGE>

SCHEDULE 4.24
EMPLOYEE CONTRACTS, BENEFIT
PLANS AND ARRANGEMENTS

<PAGE>

Schedule 4.24
Employee, Contracts, Benefit
Plans and Arrangements

Profit Sharing Plan for Employees of City Bankshares, Inc.

Savings and Incentive plan for City Bankshares, Inc.

<PAGE>

EXHIBIT A

CERTIFICATE OF ACQUISITION

BancFirst, an Oklahoma banking corporation, pursuant to Section 1090.1 of
Title 18 of the Oklahoma Statutes,

DOES HEREBY CERTIFY:

FIRST. That the name and jurisdiction of incorporation of each
corporation which is a party to that certain Agreement and Plan of
Reorganization, dated September __, 1995 (the "Agreement"), is BancFirst,
Oklahoma City, Oklahoma, an Oklahoma banking corporation, and City Bankshares,
Inc., an Oklahoma corporation;

SECOND. That the Agreement has been approved, adopted, certified,
executed, and acknowledged in accordance with the provisions of Section 1090.1
of Title 18 of the Oklahoma Statutes;

THIRD. That, pursuant to the Agreement, BancFirst will acquire all of
the outstanding shares of stock of City Bankshares, Inc.;

FOURTH. That the executed Agreement is on file at the principal place of
business of BancFirst at 101 N. Broadway, Oklahoma City, Oklahoma, and of City
Bankshares, Inc., at 204 N. Robinson, Oklahoma City, Oklahoma;

FIFTH. That a copy of the Agreement will be furnished by BancFirst and
City Bankshares, Inc., on request and without cost, to any of their respective
shareholders; and

SIXTH. That the Agreement and the reorganization being effected pursuant
thereto shall become effective immediately upon the filing of this Certificate
in the office of the Secretary of State of the State of Oklahoma.

IN WITNESS WHEREOF, BancFirst has caused this Certificate to be signed by
its President and attested by its Secretary this __ day of ___________, 199__.

BANCFIRST
ATTEST:

By:
-----------------------------
David E. Rainbolt, President
- ---------------------------- & C.E.O.
Randy Foraker, Secretary

(SEAL)

<PAGE>

APPROVAL OF THE
OKLAHOMA BANKING BOARD

I hereby certify that the acquisition of City Bankshares, Inc., Oklahoma
City, Oklahoma, by BancFirst, Oklahoma City, Oklahoma, has been approved by the
Oklahoma Banking Board.

Witness my hand and official seal this ____ day of __________ 199_, at
Oklahoma City, Oklahoma.

------------------------------------------
Mick Thompson, State Bank Commissioner and
Chairman of the Oklahoma Banking Board

(SEAL)

<PAGE>

EXHIBIT B

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER

THIS AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND MERGER (the "Merger
Agreement") is made and entered into as of the ____ day of September, 1995, by
and between BancFirst, Oklahoma City, Oklahoma, and City Bankshares, Inc.
("CBI").

W I T N E S S E T H:

WHEREAS, BancFirst is an Oklahoma banking corporation; and

WHEREAS, CBI is an Oklahoma corporation having an authorized capital stock
consisting of 2,000,000 shares of common stock, par value $1.00 per share (the
"CBI Common Stock"); and

WHEREAS, BancFirst and CBI have entered into an Agreement and Plan of
Reorganization, dated September __, 1995 (the "Reorganization Agreement"),
pursuant to which BancFirst will acquire all of the outstanding shares of CBI
Common Stock in a share acquisition pursuant to Section 1090.1 of the Oklahoma
General Corporation Act; and

WHEREAS, the parties desire that, immediately following the acquisition by
BancFirst of all of the outstanding shares of the CBI Common Stock pursuant to
the Reorganization Agreement, CBI be merged with and into BancFirst under the
terms of this Merger Agreement and in accordance with the laws of the State of
Oklahoma.

NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained, the parties agree as follows:

1. THE MERGER AND RELATED MATTERS.

1.01 THE MERGER. At the Effective Time, as defined in Section 1.02
hereof, CBI shall be merged with and into BancFirst (the "Merger"), and
BancFirst shall be (and is hereinafter sometimes referred to as) the "Resulting
Bank", which shall have the name "BancFirst".

1.02 EFFECTIVE TIME. The parties intend that the Merger be
accomplished immediately following the acquisition by BancFirst of all of the
outstanding shares of the CBI Common Stock pursuant to the Reorganization
Agreement, but in any event not until after said acquisition has first
occurred. Subject to the terms of and upon satisfaction of all of the
conditions specified in this Merger Agreement and the Reorganization Agreement,
and subject to satisfaction of all requirements of law, including receipt of

<PAGE>

approval of the Merger and this Merger Agreement by the Oklahoma State
Banking Board, the prior written consent to the Merger pursuant to Section 18(c)
of the Federal Deposit Insurance Corporation Act by the Federal Reserve Board or
the Federal Reserve Bank of Kansas City acting under delegated authority, the
obtaining of the approval of the respective shareholders of BancFirst and CBI,
and the expiration of any statutory waiting periods, the time when the Merger
shall become effective (the "Effective Time") shall be the last of
the following times: 1) the date of issuance of a Certificate of Merger by the
Banking Board; 2) the time of filing by BancFirst of a Certificate of Merger
substantially in the form attached hereto as Attachment 1 in the Office of
the Secretary of State of the State of Oklahoma; and 3) any stated later
Effective Time on the filing date as shall be set out in the Certificate of
Merger.

1.03 EFFECT OF MERGER. At the Effective Time, all rights, franchises and
interests of BancFirst and CBI, respectively, in and to every type of property
(real, personal and mixed) and choses in action shall be transferred to and
vested in the Resulting Bank by virtue of the Merger without any deed or other
transfer. The Resulting Bank, upon the Merger and without any order or any
other action on the part of any court or otherwise, shall hold and enjoy all
rights of property, franchises and interests, including appointments,
designations and nominations, and all other rights and interests as trustee,
executor, administrator, guardian of estates, assignee, receiver and in every
other fiduciary capacity, in the same manner and to the same extent as such
rights, franchises and interests were held or enjoyed by BancFirst and CBI,
respectively, immediately prior to the Merger. The Resulting Bank shall be
liable for all liabilities of BancFirst and CBI; all debts, liabilities,
obligations and contracts of BancFirst and CBI, respectively, matured or
unmatured, whether accrued, absolute, contingent or otherwise, and
whether or not reflected or reserved against on balance sheets, books of account
or records of BancFirst or CBI, as the case may be, shall be those of the
Resulting Bank and shall not be released or impaired by the Merger; and all
rights of creditors and other obligees and all liens on property of either
BancFirst or CBI shall be preserved unimpaired.

1.04 ADDITIONAL ACTIONS. If, at any time after the Effective Time,
BancFirst shall consider or be advised that any deeds, bills of sale,
assignments, assurances or any other actions or things are necessary or
desirable in order to vest, perfect or confirm, of record or otherwise, in
BancFirst its right, title or interest in, to or under any of the rights,
properties or assets of CBI acquired or to be acquired by BancFirst as a result
of, or in connection with, the Merger Agreement, then CBI and its officers and
directors shall be deemed to have granted to BancFirst an irrevocable power of
attorney to execute and deliver all such deeds, bills of sale, assignments and
assurances and to take and do

<PAGE>

all such other actions and things as may be necessary or desirable to vest,
perfect or confirm any and all right, title and interest in, to and under such
rights, properties or assets in BancFirst and otherwise to carry out the
purposes of this Merger Agreement. The officers and directors of BancFirst are
fully authorized in the name of CBI or otherwise to take any and all such
actions.

1.05 DISSENTING SHARES. No provision is made for disposing of
dissenting shares of either BancFirst or CBI because such provision is
unnecessary under the circumstances. (BancFirst Corporation owns and will vote
100% of the shares of BancFirst in favor of the Merger. A shareholder vote of
CBI will only be held after all shares of CBI have first been acquired by
BancFirst pursuant to the transaction contemplated by the separate
Reorganization Agreement. BancFirst will then vote 100% of the CBI shares
in favor of the Merger.)

2. CONVERSION OF SHARES.

2.01 CBI CAPITAL STOCK. Each share of CBI Common Stock issued and
outstanding immediately prior to the Effective Time shall by virtue of the
Merger, and without any further action on the part of the holders thereof, cease
to be outstanding, and shall be cancelled without the payment or issuance of
any consideration therefor.

2.02 BANCFIRST CAPITAL STOCK. Each of the 5,638,678 shares of
BancFirst common stock issued and outstanding immediately prior to the Effective
Time shall continue to be the issued and outstandIng shares of common
stock, par value $3.70 per share, of the Resulting Bank.

3. CERTIFICATE OF INCORPORATION; BYLAWS.

3.01 CERTIFICATE OF INCORPORATION. The Certificate of Incorporation
of BancFirst, as in effect immediately prior to the Effective Time, shall be the
Certificate of Incorporation of the Resulting Bank, unless and until amended as
provided by law and such Certificate of Incorporation.

3.02 BYLAWS. The Bylaws of BancFirst, as in effect immediately prior
to the Effective Time, shall continue to be the Bylaws of the Resulting Bank
until altered, amended or repealed as provided by law, the Certificate of
Incorporation of the Resulting Bank and said Bylaws.

<PAGE>

4. DIRECTORS AND OFFICERS.

4.01 DIRECTORS. The name and residence of each director of the
Resulting Bank shall be as follows:

Name Of Director Residence
- --------------- ---------
H. E. Rainbolt, Chairman 1717 Randel Road
Oklahoma City, Oklahoma 73116

J. R. Hutchens, Jr. 4420 Alturas Circle
Oklahoma City, Oklahoma 73120

John T. Hannah P. O. Box 417
Muskogee, Oklahoma 74402

Melvin R. Moran 2300 Morningside Drive
Seminole, Oklahoma 74868

J. Ralph McCalmont 11317 Twisted Oak Road
Oklahoma City, Oklahoma 73120

David E. Rainbolt 6015 Riviera
Oklahoma City, Oklahoma 73112

Robert A. Gregory 3600 Chestnut Ridge Road
Oklahoma City, Oklahoma 73120

4.02 OFFICERS. The names, offices and residences of each of the
officers of BancFirst, each of whom shall become officers with the same titles
in the Resulting Bank at the Effective Time, are as follows:

Name and Office Held Residence
- -------------------- ---------

H. E. Rainbolt 1717 Randel Road
Chairman of the Board Oklahoma City, Oklahoma 73116

J. Ralph McCalmont 11317 Twisted Oak Road
Vice Chairman Oklahoma City, Oklahoma 73120

David E. Rainbolt 6015 Riviera
Chief Executive Officer, Oklahoma City, Oklahoma 73112
President, and Managing
Officer

Robert A. Gregory 3600 Chestnut Ridge Road
Chief Credit Officer Oklahoma City, Oklahoma 73120

George A. Cannon 4208 Upper Lake Drive
Regional Executive Norman, Oklahoma 73072

<PAGE>

E. Wayne Cardwell 3306 Cromwell
Regional Executive Muskogee, Oklahoma 74403

Roy C. Ferguson 69 Cedar Ridge Road
Regional Executive Broken Arrow, Oklahoma 74011

Jay Hannah 4113 Hatterly Lane
Executive Vice President Norman, Oklahoma 73072

Randy Foraker 1509 S.W. 38th Street
Senior Vice President Moore, Oklahoma 73160

Dale Petersen 1317 Lamplighter Lane
Senior Vice President Edmond, Oklahoma 73034

Jimmie L. Hardeman 1213 E. 7th Street
Branch President--Coweta Sand Springs, Oklahoma 74063

Frank E. Durkee 1228 N. Walnut
Branch President--Guthrie Guthrie, Oklahoma 73044

LaVerne A. Dowding Rt. 2, Box 196
Branch President--Hugo Hugo, Oklahoma 74743

J. Lee Jackson P. O. Box 547
Branch President--Madill Madill, Oklahoma 73446

Donald B. Green 915 Garland Road
Regional Executive and Marlow, Oklahoma 73055
Branch President--Marlow

Lynn E. Edwards 2003 S. 14th
Branch President--McAlester McAlester, Oklahoma 74501

John D. Barton 3307 Cromwell
Branch President--Muskogee Muskogee, Oklahoma 74403

James Wade 2015 Old Farm Road
Branch President--Norman Norman, Oklahoma 73071

David M. Seat 1408 Brixton Court
Branch President-- Edmond, Oklahoma 73034
Oklahoma City

James B. Hargrove Rt. 2, Box 8-6
Branch President--Prague Prague, Oklahoma 74864

Richard A. Walters 3221 Linwood Drive
Branch President--Sand Springs Sand Springs, Oklahoma 74063

Karen James Rt. 1, Box 80
Branch President--Seminole Earlsboro, Oklahoma 74840

<PAGE>

Dennis L. Brand 5 Castle Creek Place
Regional Executive and Shawnee, Oklahoma 7480111
Branch President--Shawnee

Ken Starks 4801 Woodland Drive
Branch President--Stillwater Stillwater, Oklahoma 74074

William D. Sasser P. O. Box 440
Branch President--Stroud Stroud, Oklahoma 74079

Chris S. Bolles P. O. BOX 12
Branch President--Sulphur Stratford, Oklahoma 74872

Mark Gish 481 Galaxy Road
Branch President--Tahlequah Sapulpa, Oklahoma 74066

Jerry Purintun 1817 Linwood
Branch President--Weatherford Weatherford, Oklahoma 73096

Robert E. List 4035 E. 103rd St.
Branch President--Tulsa Tulsa, Oklahoma 74137

4.03 TENURE OF DIRECTORS AND OFFICERS. The directors and the officers
of the Resulting Bank shall hold office until the next annual meetings of
shareholders and directors, respectively, subject to the provisions of the
laws of the State of Oklahoma and subject to the Certificate of Incorporation
and Bylaws of the Resulting Bank.

5. OFFICES OF RESULTING BANK. As contemplated by 6 O. S. Section 1111(B)
(2), this Merger of CBI into BancFirst (considered separately and apart from the
proposed subsequent merger of City Bank & Trust, Oklahoma City, Oklahoma, into
BancFirst), will not in itself result in any additional branch office of
BancFirst. At the Effective Time, the main banking office of BancFirst, located
at 101 N. Broadway, Oklahoma City, Oklahoma, will continue to be the main
banking office of the Resulting Bank, and the existing branches and detached
facilities of BancFirst will continue to be the branches and detached facilities
of the Resulting Bank.

6. CAPITALIZATION OF RESULTING BANK.

6.01 CAPITAL STOCK. At the Effective Time, the authorized, issued and
outstanding capital stock of the Resulting Bank shall consist of 5,639,000
shares of common stock, par value $3.70 per share.

6.02 SURPLUS AND UNDIVIDED PROFITS. At the Effective Time, the
paid-in surplus of the Resulting Bank shall equal the

<PAGE>

paid-in surplus of BancFirst and the undivided profits of the Resulting Bank
shall equal the undivided profits of BancFirst.

7. REPRESENTATIONS AND WARRANTIES OF BANCFIRST.

7.01 CORPORATE AUTHORIZATION. BancFirst is duly authorized, qualified
and licensed under all applicable laws, regulations and orders of public
authorities to conduct its banking business as presently conducted and to
own and operate the assets purported to be owned by BancFirst.

7.02 CAPITALIZATION. The authorized capital stock of BancFirst
consists of 5,639,000 shares of common stock, par value $3.70 per share,
5,638,678 of which are issued and outstanding. All shares of BancFirst common
stock have been duly and validly authorized and issued, are fully paid and,
except as provided by 6 Okla. Stat. Section 220, are nonassessable. There are no
outstanding options, warrants or rights to subscribe for or purchase from
BancFirst any of its capital stock or any securities convertible into or
exchangeable for any of BancFirst's capital stock, and no authorization
therefor has been given.

7.03 AUTHORIZATION OF MERGER AGREEMENT. BancFirst has full right and
authority to execute and deliver this Merger Agreement and to consummate the
transactions contemplated hereby. The execution, delivery and performance
of this Merger Agreement, and the consummation of the transactions contemplated
hereby, have been duly and validly authorized by the Board of Directors of
BancFirst and no other corporate act or proceeding on the part of BancFirst
is necessary to authorize the execution and delivery of this Merger Agreement
or, subject to obtaining the approval of BancFirst's sole shareholder, to
authorize the consummation of the transactions contemplated hereby.

8. REPRESENTATIONS AND WARRANTIES OF CBI.

8.01 CORPORATE AUTHORIZATION. CBI is duly authorized, qualified and
licensed under all applicable laws, regulations and orders of public authorities
to conduct its business as presently conducted and to own and operate the assets
purported to be owned by CBI.

8.02 CAPITALIZATION. The authorized capital stock of CBI consists of
2,000,000 shares of CBI Common Stock. As of the date hereof, 889,650 shares of
CBI Common Stock are issued (including 5,000 treasury shares), and 884,650
shares are outstanding. Options permitting the purchase of an
additional 177,850 shares of CBI Common Stock are also outstanding. All
outstanding shares of the CBI Common Stock have been duly and validly authorized
and issued, are fully paid and nonassessable. Except for the options

<PAGE>

described above, there are no other outstanding options, warrants or
rights to subscribe for or purchase from CBI any of its capital stock or any
securities convertible into or exchangeable for any of CBI's capital stock, and
no authorization therefor has been given.

8.03 AUTHORIZATION OF MERGER AGREEMENT. CBI has full right and
authority to execute and deliver the Merger Agreement and to consummate the
transactions contemplated hereby. The execution, delivery and performance of the
Merger Agreement, and the consummation of the transactions contemplated hereby,
have been duly and validly authorized by the Board of Directors of CBI and no
other corporate act or proceeding on the part of CBI is necessary either (i) to
authorize the execution and delivery Of the Merger Agreement, or (ii) subject to
receiving requisite shareholder approval, to authorize the consummation of the
transactions contemplated hereby.

9. CONDITIONS PRECEDENT. The respective obligations of each party to
effect the Merger shall be expressly conditioned upon and subject to (i) the
prior effectiveness of the acquisition by BancFirst of all of the outstanding
shares of the CBI Common Stock as contemplated by the Reorganization Agreement,
and (ii) the obtaining of all requisite shareholder and regulatory approvals and
the expiration of any statutory waiting periods with respect to the Merger.

10. TERMINATION. At any time prior to the Effective Time, whether before
or after approval of the Merger by the shareholders of CBI, this Merger
Agreement (i) may be terminated by mutual agreement of CBI and BancFirst and
(ii) shall be terminated forthwith in the event that the Reorganization
Agreement shall be terminated as provided therein. In the event of termination
this Merger Agreement shall become void and there shall be no liability on the
part of BancFirst or CBI, except as otherwise provided in the Reorganization
Agreement.

11. WAIVER AND ABANDONMENT; AMENDMENT. Any of the terms or conditions of
this Merger Agreement may be waived at any time, whether before or after action
thereon by the shareholders of CBI, by the party which is entitled to the
benefits thereof; and this Merger Agreement may be modified or amended at any
time, whether before or after action thereon by the shareholders of CBI, by the
parties hereto.

12. NOTICES. Any notice or communication required or permitted to be made
hereunder shall be in writing, and shall be deemed to have been made if
delivered personally or by telefacsimile, receipt confirmed, or if mailed, by
registered or certified

<PAGE>

mail, return receipt requested, to the parties at the addresses shown below.
The date of personal delivery shall be the date of giving notice, or if
mailed in the manner prescribed above, notice shall be deemed to have been given
three (3) business days after the mailing.

To CBI: City Bankshares, Inc.
204 N. Robinson
P. O. Box 24500
Oklahoma City, Oklahoma 73124-0500
Attention: William O. Johnstone
Telefacsimile: (405) 232-6082

To BancFirst: BancFirst
101 N. Broadway
P. O. Box 26788
Oklahoma City, Oklahoma 73126-0788
Attention: David E. Rainbolt
Telefacsimile: (405) 270-1089

13. ENTIRE AGREEMENT. This Merger Agreement, the Bank Merger Agreement
and the Reorganization Agreement set forth the entire understanding of the
parties hereto and supersede all prior agreements and understandings, whether
oral or written.

14. BINDING EFFECT. This Merger Agreement shall be binding upon and inure
to the benefit of each of the parties hereto, their respective successors and
assigns.

15. FURTHER ASSURANCES. Each of the parties hereto agrees to execute and
deliver such further agreements, assurances, instruments and documents at any
time reasonably requested by another party as is necessary or desirable to
consummate the transactions contemplated by this Merger Agreement.

16. CONSTRUCTION. This Merger Agreement shall be construed and
interpreted in accordance with the laws of the State of Oklahoma applicable to
contracts made and performed entirely therein.

17. COUNTERPARTS. This Merger Agreement may be executed in any number of
counterparts, which, taken together shall constitute one and the same
instrument.

<PAGE>

18. SECTION HEADINGS. The section headings contained in this Merger
Agreement are for convenience and reference only and shall not in any way affect
the meaning or interpretation of this Merger Agreement.

IN WITNESS WHEREOF, BancFirst and CBI have caused this Merger Agreement to
be executed by their duly authorized officers and their corporate seals to be
affixed as of the date first above written.

BANCFIRST BANCFIRST
Oklahoma City, Oklahoma

By:
-------------------------------
ATTEST: David E. Rainbolt, President &
C.E.O.

- -------------------------
Randy Foraker, Secretary

(SEAL)

CBI CITY BANKSHARES, INC.

By:
-------------------------------
ATTEST: William O. Johnstone, President
& Chairman
- -------------------------

, Secretary
- ------------

(SEAL)

<PAGE>

ATTACHMENT 1

CERTIFICATE OF MERGER
MERGING
CITY BANKSHARES, INC.
INTO
BANCFIRST
(OKLAHOMA CITY, OKLAHOMA)
UNDER THE NAME OF
BANCFIRST

BANCFIRST, Oklahoma City, Oklahoma, an Oklahoma banking corporation,
pursuant to Section 81 of the Oklahoma General Corporation Act,

DOES HEREBY CERTIFY:

FIRST. That the name and state of incorporation of each of the
constituent corporations are BancFirst, Oklahoma City, Oklahoma, a banking
corporation incorporated under the laws of the State of Oklahoma ("BancFirst"),
and City Bankshares, Inc., a corporation incorporated under the laws of the
State of Oklahoma ("CBI");

SECOND. That the Agreement and Plan of Reorganization and Merger
between BancFirst and CBI has been approved, adopted, certified, executed, and
acknowledged by the constituent corporations in accordance with the provisions
of Section 81 of the Oklahoma General Corporation Act and Article XI of the
Oklahoma Banking Code of 1965, as amended;

THIRD. That the surviving corporation of the merger is BancFirst;

FOURTH. That the Certificate of Incorporation of BancFirst shall
remain in effect and become that of the surviving corporation;

FIFTH. That the executed Agreement and Plan of Reorganization and
Merger is on file at the principal place of business of the surviving
corporation, which is at 101 North Broadway, Oklahoma City, Oklahoma; and

SIXTH. That a copy of the Agreement and Plan of Reorganization and
Merger will be furnished by the surviving corporation, on request and without
cost, to any shareholder of any constituent corporation.

IN WITNESS WHEREOF, BancFirst has caused this certificate to be signed
by its President and attested by its Secretary this day of ,
199 .

<PAGE>

BANCFIRST
OKLAHOMA CITY, OKLAHOMA

ATTEST: By:
--------------------------------
David E. Rainbolt, Chief
Executive Officer and
President
- ------------------------
Randy Foraker, Secretary

(SEAL)

APPROVAL OF THE
OKLAHOMA BANKING BOARD

I hereby certify that the merger of City Bankshares, Inc., with and into
BancFirst, Oklahoma City, Oklahoma, has been approved by the Oklahoma Banking
Board.

Witness my hand and official seal this day of , 199 , at
Oklahoma City, Oklahoma.

----------------------------------------
State Bank Commissioner and
Chairman of the Oklahoma Banking Board

(SEAL)

<PAGE>

EXHIBIT C

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the "Merger
Agreement") is made and entered into the _______ day of September, 1995, by and
between BANCFIRST, 101 N. Broadway, Oklahoma City, Oklahoma ("BancFirst"), and
CITY BANK & TRUST, 204 N. Robinson, Oklahoma City, Oklahoma ("City").
(BancFirst and City are sometimes hereinafter together referred to as the
"Constituent Banks.")

W I T N E S S E T H:

WHEREAS, BancFirst is a banking corporation duly organized and
existing under the laws of the State of Oklahoma, having an authorized capital
stock consisting of 5,639,000 shares of common stock, par value $3.70 per share,
5,638,678 shares of which are currently issued and outstanding; and

WHEREAS, City is a banking corporation duly organized and existing
under the laws of the State of Oklahoma, having an authorized capital stock
consisting of 1,500,000 shares of common stock, par value $1.00 per share, all
of which are currently issued and outstanding (the "Common Stock"); and

WHEREAS, BancFirst and City's parent corporation, City Bankshares,
Inc. ("CBI"), have entered into a separate Agreement and Plan of Reorganization
and Merger dated September __, 1995 (the "CBI Merger Agreement"), whereby CBI
will be merged with and into BancFirst, and, as a result, BancFirst will own all
of the shares of City Common Stock currently owned by CBI; and

WHEREAS, it is deemed advisable and to the benefit of the Constituent
Banks and their respective shareholders that immediately following the merger of
CBI with and into BancFirst, City be merged with and into BancFirst, pursuant to
the terms of this Merger Agreement and the CBI Merger Agreement, and in
accordance with the applicable provisions of the laws of the State of Oklahoma
and of the United States.

NOW, THEREFORE, in consideration of the mutual promises, covenants,
and agreements herein contained, the parties agree as follows:

<PAGE>

1. THE MERGER.

1.01 THE MERGER. At the Effective Time, as defined in Section
1.02 hereof, City shall be merged with and into BancFirst (the "Merger"), and
BancFirst shall be (and is hereinafter sometimes referred to as) the "Resulting
Bank", which shall have the name BancFirst.

1.02 EFFECTIVE TIME. The parties intend that the Merger be
accomplished immediately following the merger of CBI with and into BancFirst.
Subject to the terms of and upon satisfaction of all the conditions specified in
this Merger Agreement and the CBI Merger Agreement, and subject to satisfaction
of all requirements of law, including receipt of approval of the Merger and this
Merger Agreement by the Oklahoma State Banking Board (the "Banking Board"), the
prior written consent to the Merger pursuant to Section 18(c) of the Federal
Deposit Insurance Corporation Act by the Federal Reserve Board or the Federal
Reserve Bank of Kansas City acting under delegated authority (the "Federal
Reserve"), and the expiration of all statutory waiting periods, the time when
the Merger shall become effective (the "Effective Time") shall be the last of
the following times: 1) the date of issuance of a Certificate of Merger by the
Banking Board; 2) the time of filing by BancFirst of a Certificate of Merger
substantially in the form attached hereto as Attachment 2 in the Office of the
Secretary of State of the State of Oklahoma; and 3) any stated later Effective
Time on the filing date as shall be set out in the Certificate of Merger.

1.03 EFFECT OF MERGER. At the Effective Time, all rights,
franchises, and interests of BancFirst and City, respectively, in and to every
type of property (real, personal, and mixed) and causes of action shall be
transferred to and vested in the Resulting Bank by virtue of the Merger without
any deed or other transfer. The Resulting Bank, upon the Merger and without
any order or other action on the part of any court or otherwise, shall hold and
enjoy all rights of property, franchises, and interests, including appointments,
designations, and nominations, and all other rights and interests as trustee,
executor, administrator, guardian of estates, assignee, receiver, and in every
other fiduciary capacity, in the same manner and to the same extent as such
rights, franchises, and interests were held or enjoyed by BancFirst and City,
respectively, immediately prior to the Merger. The Resulting Bank shall be
liable for all liabilities of BancFirst and City; all deposits, debts,
liabilities, obligations, and contracts of BancFirst and City, respectively,
matured or unmatured, whether accrued, absolute, contingent, or otherwise, and
whether or not reflected or reserved against on balance sheets, books of
account, or records of BancFirst or City, as the case may be, shall be those of
the Resulting Bank and shall not be released or impaired by the Merger; and all
rights of creditors and other

<PAGE>

obligees and all liens on property of either BancFirst or City shall be
preserved unimpaired.

1.04 DISSENTING SHARES. No provision is made for disposing of
dissenting shares of either BancFirst or CBI under the circumstances.
(BancFirst Corporation owns and will vote 100% of the shares of BancFirst in
favor of the Merger. CBI owns and will vote 100% of the shares of City in favor
of the Merger.)

2. CONVERSION OF SHARES.

2.01 CITY COMMON STOCK. Each share of City Common Stock issued
and outstanding immediately prior to the Effective Time shall by virtue of the
Merger, and without any further action on the part of the holder thereof, cease
to be outstanding, and shall be cancel led without the payment or issuance of
any consideration therefor.

2.02 BANCFIRST COMMON STOCK. Each of the 5,638,678 shares of
BancFirst common stock issued and outstanding immediately prior to the Effective
Time shall continue to be the issued and outstanding shares of common stock, par
value $3.70 per share, of the Resulting Bank.

3. CERTIFICATE OF INCORPORATION; BYLAWS.

3.01 CERTIFICATE OF INCORPORATION. The Certificate of
Incorporation of BancFirst in effect immediately prior to the Effective Time
shall remain in effect and become that of the Resulting Bank until amended as
provided by law.

3.02 BYLAWS. The Bylaws of BancFirst as in effect immediately
prior to the Effective Time shall continue to be the Bylaws of the Resulting
Bank until altered, amended, or repealed as provided by law, the Certificate of
Incorporation of the Resulting Bank, or said Bylaws.

4. DIRECTORS AND OFFICERS.

4.01 DIRECTORS. The name and residence of each director of the
Resulting Bank shall be as follows:

Name of Director Residence
- ---------------- ---------
H. E. Rainbolt, Chairman 1717 Randel Road
Oklahoma City, Oklahoma 73116

J. R. Hutchens, Jr. 4420 Alturas Circle
Oklahoma City, Oklahoma 73120

<PAGE>

John T. Hannah P. O. Box 417
Muskogee, Oklahoma 74402

Melvin R. Moran 2300 Morningside Drive
Seminole, Oklahoma 74868

J. Ralph McCalmont 11317 Twisted Oak Road
Oklahoma City, Oklahoma 73120

David E. Rainbolt 6015 Riviera
Oklahoma City, Oklahoma 73112

Robert A. Gregory 3600 Chestnut Ridge Road
Oklahoma City, Oklahoma 73120

4.02 OFFICERS. The names, offices, and residences of the
officers of BancFirst, each of whom shall become officers with the same titles
in the Resulting Bank at the Effective Time, are as follows: