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 ss.ss.  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


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            (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. David Allen
                              -----------------------------------------
                                    C. David Allen

                           Its:  S.V.P.


                           First National Bank and Trust Company


                           By:  /s/ John W. Perdue
                              -----------------------------------------
                                    John W. Perdue

                           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/ Michael L. Bevins
     --------------------------------
         Michael L. Bevins

Its:  President



BankFirst Trust Company, as Trustee of the
First National Bank and Trust Company 401(k)
Profit Sharing Plan

By:  /s/ Michael L. Bevins
    ---------------------------------
         Michael L. Bevins

Its:  President