Exhibit 4.1


 


AMENDMENT NO. 2 TO


 


RIGHTS AGREEMENT


 


This Amendment No. 2, dated March 26, 2015
(the “Amendment”), amends that certain Rights Agreement, dated February 25, 1999 (the “1999 Agreement”),
by and between BancFirst Corporation (the “Company”) and BancFirst, an Oklahoma banking corporation (the “Rights
Agent”), as amended by that certain Amendment No. 1 to Rights Agreement, effective as of January 22, 2009 (“Amendment
No. 1” and, together with the 1999 Agreement, the “Rights Agreement”). Capitalized terms used in this
Amendment but not defined in this Amendment are defined as set forth in the Rights Agreement.


 


WHEREAS, under Section 26 of the Rights
Agreement, the Company and the Rights Agent may, from time to time, supplement or amend the Rights Agreement, subject to the terms
of the Rights Agreement;


 


WHEREAS, the parties hereto desire to terminate
the Rights Agreement by advancing the Final Expiration Date of the Rights Agreement to April 1, 2015;


 


WHEREAS, pursuant to Section 26 of the
Rights Agreement, on March 26, 2015, the Board of Directors of the Company approved an amendment to the Rights Agreement to terminate
the Rights Agreement as of April 1, 2015, and has delivered a copy of the duly approved resolution in respect thereof to the Rights
Agent, and the execution of this Amendment by the Company and the Rights Agent have been in all respects duly authorized and approved
by the Company and the Rights Agent; and


 


WHEREAS, the Company’s President
and Chief Executive Officer, David E. Rainbolt, has reviewed this Amendment No. 2, and has certified that this Amendment No. 2
is in compliance with Section 26 of the Rights Agreement, as required by Section 26 of the Rights Agreement.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


		1.	Section 7(a) of the Rights Agreement is hereby amended by deleting the existing Section 7(a) and replacing that section with
a new Section 7(a) as follows:



 


		“(a)	Subject to the last three sentences of Section 11(a)(ii) hereof or as otherwise provided herein,
the registered holder of any Right Certificate may exercise the Rights evidenced thereby in whole at any time after the Distribution
Date, or in part from time to time after the Distribution Date, upon surrender of the Right Certificate, with the form of election
to purchase on the reverse side thereof duly executed (with such signature duly guaranteed), to the Rights Agent at the principal
office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price with respect to
each Right exercised, subject to adjustment as hereinafter provided, at or prior to the time (the “Expiration Date”)
which is the earlier of (i) the close of business on April 1, 2015 (“Final Expiration Date”), (ii) the action
of the Board of Directors of the Company ordering the redemption of Rights pursuant to Section 23 hereof or (iii) the action of
the Board of Directors of the Company ordering the exchange of Rights pursuant to Section 28 hereof.”



 






    	 



    	 



    

 


		2.	Exhibits A, B, and C to the Rights Agreement shall be deemed amended in a manner consistent with
this Amendment.



 


		3.	Except as expressly set forth in this Amendment all other terms of the Rights Agreement shall remain
in full force and effect.



 


		4.	This Amendment shall be governed by and construed in accordance with the laws of the State of Oklahoma
applicable to contracts made and to be performed entirely within such State, without regard to conflict-of-law principles.



 


		5.	This Amendment may be executed in any number of counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.



 


IN WITNESS WHEREOF, the Company and the
Rights Agent have executed this Amendment effective as of the date first above written.


 


	 	THE COMPANY:
	 	 
	 	BancFirst Corporation, an Oklahoma corporation
	 	 	 
	 	By:	/s/ David E. Rainbolt
	 	 	 
	 	Name:	David E. Rainbolt
	 	 	 
	 	Title:	President and Chief Executive Officer


 




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	 	THE RIGHTS AGENT:
	 	 
	 	BancFirst, an Oklahoma banking corporation,
	 	 
	 	acting through BancFirst Trust and Investment Management, a division of BancFirst
	 	 	 
	 	By:	/s/ James R. Dickson
	 	 	 
	 	Name:	James R. Dickson
	 	 	 
	 	Title:	President


 








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