Exhibit 10.8
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MERGER AGREEMENT OF BANKFIRST 401(K) PROFIT SHARING PLAN
AND
FIRST NATIONAL BANK AND TRUST COMPANY 401(K) PROFIT SHARING PLAN
BankFirst ("BankFirst") makes this Qualified Plan Merger Agreement ("Merger
Agreement") in its capacity as Plan Sponsor of the BankFirst 401(k) Profit
Sharing Plan ("BankFirst Plan"), with First National Bank and Trust Company
("First National") in its capacity as Plan Sponsor of the First National Bank
and Trust Company 401(k) Profit Sharing Plan ("First National Plan").
WITNESSETH:
WHEREAS, BankFirst Corporation, the holding company for BankFirst,
acquired First Franklin Bancshares Incorporated, the holding company for First
National and both BankFirst and First National are members of the same control
group of corporations for Internal Revenue Code employee benefit purposes; and
WHEREAS, BankFirst sponsors the BankFirst Plan and First National sponsors
the First National Plan; and
WHEREAS, effective January 1, 2000, BankFirst Corporation will become the
Plan Sponsor and Plan Administrator of the BankFirst Plan, and all employees of
BankFirst and First National will become employees of BankFirst Corporation by
transfer and will be covered by the BankFirst Plan which will then be sponsored
by BankFirst Corporation;
WHEREAS, the parties wish to merge the qualified plan assets and benefit
obligations of the First National Plan into the BankFirst Plan as of December
31, 1999;
WHEREAS, under the BankFirst Plan and the First National Plan, the Plan
Sponsor of each Plan has authority to enter into Merger Agreements and to accept
the transfer of Plan assets, or to transfer Plan assets, as a party to any such
agreement; and
WHEREAS, the Plan Sponsors deem it in the best interest of the
administration of the BankFirst Plan and the First National Plan to merge the
First National Plan into the BankFirst Plan; and
NOW THEREFORE, for and in consideration of the premises, BankFirst, acting
in its respective capacity on behalf of the BankFirst Plan, and First National,
acting in its respective capacity on behalf of the First National Plan, hereby
agree as follows:
(1) TRANSFER OF ASSETS. The First National Plan Trustee shall transfer and
assign directly to the BankFirst Plan Trustee all First National Plan assets and
associated benefit obligations under the First National Plan into the BankFirst
Plan as of the Effective Date.
(2) HOLDING AND INVESTMENT OF ASSETS. The BankFirst Plan Trustee shall
hold, invest, administer and distribute the First National Plan assets merged
into the BankFirst Plan in accordance with the terms of the BankFirst Plan and
its funding policy.
(3) SERVICE FOR PREDECESSOR EMPLOYER. For purposes of eligibility,
participation, vesting and benefit accrual under the BankFirst Plan, all First
National Employees, in accordance with Code xx.xx. 414(a)(1) and 414(1)(1),
shall receive credit for years of service with First National under the
BankFirst Plan.
(4) PARTICIPANTS' ACCOUNTS. With respect to the account balance of any
First National Plan Participant under the BankFirst Plan, the following
conditions shall apply:
(a) Immediately after the merger, First National Employees shall
have balances in the BankFirst Plan equal to the sum of the account balances the
Employees had in the First National Plan immediately prior to the transfer;
(b) The transfer of the Accounts shall not eliminate any
Code ss. 411(d)(6) protected benefit provided by the First National Plan; and
(c) Unless and until the Employees' Accounts under the BankFirst
Plan are 100% nonforfeitable, the BankFirst Trustee shall maintain separate
accounts for the First National Employees to reflect properly the different
percentages of vesting the First National Employees may have in their Accounts
prior to the merger. All First National Plan Participants on the Effective Date
of the Merger shall continue to be subject to the 5-year step vesting schedule
existing under the First National Plan prior to the Effective Date. First
National Employees as of the Effective Date shall vest in their BankFirst Plan
accounts based on service with both BankFirst Corporation and First National.
(d) Beginning January 1, 2000, the matching contribution for all
Participants shall be a discretionary amount determined annually by BankFirst
Corporation, allocated $1 for $1 up to 4% of Compensation. BankFirst Plan
participants as of December 31, 1999, shall accrue benefits only in accordance
with the terms of the BankFirst Plan for Plan Year 1999. First National Plan
Participants as of December 31, 1999, shall accrue benefits only in accordance
with the First National Plan for Plan Year 1999.
(5) BINDING EFFECT. The terms and conditions of this Merger Agreement
shall bind the Trustees (and successors) of the BankFirst Plan and of the First
National Plan and shall operate as if fully set forth within the BankFirst Plan
and within the First National Plan.
(6) EFFECTIVE DATE. The merger of the account balances of the First
National Plan into the BankFirst Plan shall take place after the last payroll on
December 31, 1999.
IN WITNESS WHEREOF, BankFirst has signed the Agreement in its respective
fiduciary capacity on behalf of the BankFirst Plan and First National has signed
this Agreement in its respective fiduciary capacity on behalf of First National
Plan on this 30th day of December, 1999.
BankFirst
By: /s/ C. Xxxxx Xxxxx
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C. Xxxxx Xxxxx
Its: S.V.P.
First National Bank and Trust Company
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Its: President
Merger Agreement Approved as to Form and Purpose
BankFirst Trust Company, as Trustee of the
BankFirst 401(k) Profit Sharing Plan
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Its: President
BankFirst Trust Company, as Trustee of the
First National Bank and Trust Company 401(k)
Profit Sharing Plan
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Its: President
