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                                  EXHIBIT 4.4

                       BANCFIRST CORPORATION DIRECTORS'
                       DEFERRED STOCK COMPENSATION PLAN
                       --------------------------------


                                   ARTICLE I

                          PURPOSE AND EFFECTIVE DATE
                          --------------------------

     1.1   Purpose.    The BancFirst Corporation Directors' Deferred Stock
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Compensation Plan (the "Plan") is intended to advance the interests of the
Company and its shareholders by providing a means to attract and retain highly-
qualified persons to serve as Directors and to promote ownership by Directors of
a greater proprietary interest in the Company, thereby aligning such Directors'
interests more closely with the interests of shareholders of the Company.

     1.2   Effective Date.    This Plan shall become effective September 1,
           --------------
1999.

                                  ARTICLE II

                                  DEFINITIONS
                                  -----------

The following terms shall be defined as set forth below:

     2.1   "Bank" means BancFirst, an Oklahoma banking corporation, or any
successor thereto.

     2.2   "Bank Board" means the Board of Directors of the Bank.

     2.3   "Committee" means the Compensation Committee of the Company Board.

     2.4   "Community Board" means one of the Community Advisory Boards of the
Bank.

     2.5   "Company" means BancFirst Corporation, an Oklahoma corporation, or
any successor thereto.

     2.6   "Company Board" means the Board of Directors of the Company.

     2.7   "Deferral Date" means the date Fees would otherwise have been paid to
the Participant.

     2.8   "Director" means any individual who is a member of the Bank Board,
the Company Board or the Community Board.

     2.9    "Fair Market Value" means the closing sales price for the Shares on
the relevant date, or if there were no sales on such date the closing sales
price on the nearest day before the relevant date, as reported in The Wall
Street Journal or a similar publication selected by the Committee.

     2.10   "Fees" means all or part of any retainer and/or fees payable to a
Director in his or her capacity as a Director.

     2.11   "Participant" means a Director who defers Fees under Article VI of
this Plan.

     2.12   "Secretary" means the Corporate Secretary or any Assistant Corporate
Secretary of the Company.

     2.13   "Shares" means shares of the common stock of BancFirst Corporation,
par value $1.00 per share, or of any successor corporation or other legal entity
adopting this Plan.

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     2.14   "Stock Units" means the credits to a Participant's Stock Unit
Account under Article VI of this Plan, each of which represents the right to
receive one Share upon settlement of the Stock Unit Account.

     2.15   "Stock Unit Account" means the bookkeeping account established by
the Company pursuant to Section 6.4.

     2.16   "Termination Date" means the date the Plan terminates pursuant  to
Section 11.8.

     2.17   "Termination of Service" means termination of service as a Director
in any of the following circumstances:

          (a) Where the Participant voluntarily resigns or retires;

          (b) Where the Participant is not re-elected (or elected in the case of
     an appointed Director) to the Bank Board or Company Board, as applicable,
     by the shareholders, or to the Community Board by the Bank;

          (c) Where the Participant dies; or

          (d) Where the Participant is removed from the Bank Board, Company
     Board or Community Board, as applicable, in accordance with the provisions
     of the Company's Bylaws or the Bank's Bylaws, as applicable.

                                  ARTICLE III

                        SHARES AVAILABLE UNDER THE PLAN
                        -------------------------------

     Subject to adjustment as provided in Article X, the maximum number of
Shares that may be distributed in settlement of Stock Unit Accounts under this
Plan shall not exceed 20,000.  Such Shares may include authorized but unissued
Shares or treasury Shares.

                                  ARTICLE IV

                                ADMINISTRATION
                                --------------

     4.1   This Plan shall be administered by the Company Board's Compensation
Committee, or such other committee or individual as may be designated by the
Company Board.   Notwithstanding the foregoing, no director who is a Participant
under this Plan shall participate in any determination relating solely or
primarily to his or her own Shares, Stock Units or Stock Unit Account.

     4.2   It shall be the duty of the Committee to administer this Plan in
accordance with its provisions and to make such recommendations of amendments or
otherwise as it deems necessary or appropriate.

     4.3   The Committee shall have the authority to make all determinations it
deems necessary or advisable for administering this Plan, subject to the
limitations in Section 4.1 and other explicit provisions of this Plan.

                                   ARTICLE V

                                  ELIGIBILITY
                                  -----------

     5.1   Each Director shall be eligible to defer Fees under Article VI of
this Plan.

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                                  ARTICLE VI

                  DEFERRAL ELECTIONS IN LIEU OF CASH PAYMENTS
                  -------------------------------------------

     6.1   General Rule.    Each Director may, in lieu of receipt of Fees, defer
           ------------
such Fees in accordance with this Article VI, provided that such Director is
eligible under Article V of this Plan to defer such Fees at the date any such
Fees are otherwise payable.

     6.2   Timing of Election.    Each eligible director who wishes to defer
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Fees under this Plan must make a written election prior to the start of the
calendar year for which the Fees would otherwise be paid; provided, however,
that with respect to (a) any election made by a newly-elected or appointed
Director ("New Director Elections") and (b) any elections made by Directors with
respect to Fees paid on or after July 1, 1999 ("1999 Elections"), the following
special rules shall apply: (i) with respect to any New Director Elections, any
such New Director Election may be made prior to the first Deferral Date after
election or appointment, and (ii) with respect to any 1999 Elections, such
elections shall be made prior to July 1, 1999 and shall be effective for any
Fees paid on or after July 1, 1999.  An election by a Director shall be deemed
to be continuing and therefore applicable to Fees to be paid in the future
unless the Director evokes or changes such election by filing a new election
form by the due date for such form specified in this Section 6.2.

     6.3   Form of Election.    An election shall be made in a manner
           ----------------
satisfactory to the Secretary.  Generally, an election shall be made by
completing and filing the specified election form with the Secretary of the
company within the period described in Section 6.2.  At a minimum, the form
shall require the Director to specify the following:

          (a) a percentage (in 25% increments), not to exceed an aggregate of
     100% of the Fees to be deferred under this Plan; and

          (b) the manner of settlement in accordance with Section 7.2.

     6.4   Establishment of Stock Unit Account.    The Company will establish a
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Stock Unit Account for each Participant.  All Fees deferred pursuant to this
Article VI shall be credited to the Participant's Stock Unit Account as of the
Deferral Date and converted to Stock Units as follows: The number of Stock Units
shall equal the deferred Fees divided by the Fair Market Value of a Share on the
Deferral Date, with fractional units calculated to three (3) decimal places.

     6.5   Credit of Dividend Equivalents.  As of each dividend payment date
           ------------------------------
with respect to Shares, each Participant shall have credited to his or her Stock
Unit Account an additional number of Stock Units equal to: the per-share cash
dividend payable with respect to a Share on such dividend payment date
multiplied by the number of Stock Units held in the Stock Unit Account as of the
close of business on the record date for such dividend divided by the Fair
Market Value of a Share on such dividend payment date.   If dividends are paid
on Shares in a form other than cash, then such dividends shall be notionally
converted to cash, if their value is readily determinable, and credited in a
manner consistent with the foregoing and, if their value is not readily
determinable, shall be credited "in kind" to the Participant's Stock Unit
Account.

                                  ARTICLE VII

                           SETTLEMENT OF STOCK UNITS
                           -------------------------

     7.1   Settlement of Account.    The Company will settle a Participant's
           ---------------------
Stock Unit Account in the manner described in Section 7.2 as soon as
administratively feasible following the earlier of (i) notification of such
Participant's Termination of Service or (ii) the Termination Date.

     7.2   Payment Options.     An election filed under Article VI shall specify
           ---------------
whether the Participant's Stock Unit Account is to be settled by delivering to
the Participant (or his or her beneficiary) the number of Shares equal to the
number of whole Stock Units then credited to the Participant's Stock Unit
Accounts, in (a) a lump sum, or (b) substantially equal annual installments over
a period not to exceed three (3) years.  If, upon lump sum distribution or


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final distribution of an installment, less than one whole Stock Unit is credited
to a Participant's Stock Unit Account, cash will be paid in lieu of fractional
shares on the date of such distribution.

     7.3   Continuation of Dividend Equivalents.    If payment of Stock Units is
           ------------------------------------
deferred and paid in installments, the Participant's Stock Unit Account shall
continue to be credited with dividend equivalents as provided in Section 6.5.

     7.4   In Kind Dividends.    If any "in kind" dividends were credited to the
           -----------------
Participant's Stock Unit Account under Section 6.5, such dividends shall be
payable to the Participant in full on the date of the first distribution of
Shares under Section 7.2.

                                 ARTICLE VIII

                                UNFUNDED STATUS
                                ---------------

     The interest of each Participant in any Fees deferred under this Plan (and
any Stock Units or Stock Unit Account relating thereto) shall be that of a
general creditor of the Company.  Stock Unit Accounts, and Stock Units (and, if
any, "in kind" dividends) credited thereto, shall at all times be maintained by
the Company as bookkeeping entries evidencing unfunded and unsecured general
obligations of the Company.

                                  ARTICLE IX

                          DESIGNATION OF BENEFICIARY
                          --------------------------

     Each Participant may designate, on a form provided by the Committee, one or
more beneficiaries to receive the Shares described in Section 7.2 in the event
of such Participant's death.  The Company may rely upon the beneficiary
designation last filed with the Committee, provided that such form was executed
by the Participant or his or her legal representative and filed with the
Committee prior to the Participant's death.

                                   ARTICLE X

                             ADJUSTMENT PROVISIONS
                             ---------------------

     In the event any recapitalization, reorganization merger, consolidation,
spin-off, combination, repurchase, exchange of shares or other securities of the
Company, stock split or reverse split, or similar corporate transaction or event
affects Shares such that an adjustment is determined by the Company Board or
Committee to be appropriate to prevent dilution or enlargement of Participants'
rights under this Plan, then the Company Board or Committee will, in a manner
that is proportionate to the change to the Shares and is otherwise equitable,
adjust the number or kind of Shares to be delivered upon settlement of Stock
Unit Accounts under Article VII.

                                  ARTICLE XI

                              GENERAL PROVISIONS
                              ------------------

     11.1   No Right to Continue as a Director.    Nothing contained in this
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Plan will confer upon any Participant any right to continue to serve as a
Director.

     11.2   No Shareholder Rights Conferred.    Nothing contained in this Plan
            -------------------------------
will confer upon any Participant any rights of a shareholder of the Company
unless and until Shares are in fact issued or transferred to such Participant in
accordance with Article VII.

     11.3   Change to the Plan.    The Company Board may amend, alter, suspend,
            ------------------
discontinue, extend, or terminate the Plan without the consent of the
Participants; provided, however, that, without the consent of an affected
Participant, no such action may materially impair the rights of such Participant
with respect to any Stock Units credited to his or her Stock Unit Account.

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     11.4   Consideration; Agreements.    The consideration for Shares issued or
            -------------------------
delivered in lieu of payment of Fees will be the Director's service during the
period to which the Fees paid in the form of Shares related.

     11.5   Compliance with Laws and obligations.    The Company will not be
            ------------------------------------
obligated to issue or deliver Shares in connection with this Plan in a
transaction subject to the registration requirements of the Securities Act of
1933, as amended, or any other federal or  state securities law, any requirement
under any listing agreement between the Company and any national securities
exchange or automated quotation system or any other laws, regulations, or
contractual obligations of the Company, until the Company is satisfied that such
laws, regulations, and other obligations of the Company have been complied with
in full.   Certificates representing Shares delivered under the Plan will be
subject to such stop-transfer orders and other restrictions as may be applicable
under such laws, regulations, and other obligations of the Company, including
any requirement that a legend or legends be placed thereon.

     11.6   Limitations on Transferability.    Stock Units and any other right
            ------------------------------
will not be transferable by a Participant except by will or the laws of descent
and distribution (or to a designated beneficiary in the event of a Participant's
death).  Stock Units and other rights under the Plan may not be pledged,
mortgaged, hypothecated, or otherwise encumbered, and shall not be subject to
the claims of creditors.

     11.7   Governing Law.    The validity, construction, and effect of the Plan
            -------------
and any agreement hereunder will be determined in accordance with the laws of
the State of Oklahoma, without giving effect to principles of conflicts of laws,
and applicable federal law.

     11.8   Plan Termination.    Unless earlier terminated by action of the
            ----------------
Company Board, the Plan will remain in effect until the earlier of (i) such time
as no Shares remain available for delivery under the Plan and the Company has no
further rights or obligations under the Plan or (ii) June 30, 2004.

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