AMENDMENT
NO. 1 TO

    


    RIGHTS
AGREEMENT

    


    This
Amendment No. 1, effective as of January 22, 2009 (the “Amendment”), amends
that certain Rights Agreement, dated February 25, 1999 (the “ Rights Agreement ”),
by and between BancFirst Corporation, an Oklahoma corporation (the “Corporation ”) and
BancFirst, an Oklahoma banking corporation (the “ Rights Agent
”).  Capitalized terms used herein but not defined herein shall have
their defined meanings set forth in the Rights Agreement.

    


    WHEREAS,
pursuant to 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; and

    


    WHEREAS,
the Board of Directors of the Company has determined that an amendment to the
Rights Agreement as set forth herein is necessary and desirable in connection
with the foregoing and the Company and the Rights Agent desire to evidence such
amendment in writing; and

    


    WHEREAS,
all acts and things necessary to make this Amendment a valid agreement,
enforceable according to its terms have been done and performed, and the
execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights
Agent;

    


    NOW,
THEREFORE, the parties hereby agree as follows:

    


    1.            Section
7(a) of the Rights Agreement is hereby amended by deleting the existing Section
7(a) in its entirety and replacing such 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
      February 25, 2019 (“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.            Except
as expressly set forth in this Amendment all other terms of the Rights Agreement
shall remain in full force and effect.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.            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.

    


    4.            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 Corporation and the Rights Agent have executed this
Amendment effective as of the date first above written.

    


    THE
CORPORATION:

    


    BancFirst
Corporation, an Oklahoma corporation

    


    


    By:           /s/ David E.
Rainbolt                                              

    David E. Rainbolt,

    President and Chief Executive
Officer

    


    


    Attest:                    /s/ Joe T.
Shockley                                 


    Joe T. Shockley,

    Executive
Vice President and Secretary

    


    


    THE
RIGHTS AGENT:

    


    BancFirst,
an Oklahoma banking corporation,

    acting
through BancFirst Trust and Investment Management, a division of
BancFirst

    


    


    By:           /s/ James R.
Dickson                                              

    James R. Dickson,
President

    


    


    Attest:                    /s/ Deena M.
Suddath                            

    Deena M. Suddath, Vice President and
Assistant Secretary