Trust Agreement of BFC Capital Trust II dated as of January 27, 2004

This TRUST AGREEMENT, dated as of January 27, 2004 (this “Trust Agreement”), among (i) BancFirst Corporation, an Oklahoma corporation (the “Depositor”), (ii) The Bank of New York (Delaware), as trustee (the “Delaware Trustee”), and (iii) David E. Rainbolt, Joe T. Shockley and Randy P. Foraker, each an individual, as trustees (the “Administrative Trustees” and, together with the Delaware Trustee, the “Trustees”). The Depositor and the Trustees hereby agree as follows:

1. The trust created hereby (the “Trust”) shall be known as “BFC Capital Trust II” in which name the Trustees, or the Depositor to the extent provided herein, may engage in the transactions contemplated hereby, make and execute contracts, and sue and be sued.

2. The Depositor hereby assigns, transfers, conveys and sets over to the Trustees the sum of Ten Dollars ($10.00). The Trustees hereby acknowledge receipt of such amount in trust from the Depositor, which amount shall constitute the initial trust estate. The Trustees hereby declare that they will hold the trust estate in trust for the Depositor. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq. (the “Statutory Trust Act”), and that this document constitutes the governing instrument of the Trust. The parties hereto hereby ratify the Trustees’ filing of a Certificate of Trust with the Delaware Secretary of State under the name “BFC Capital Trust II.”

3. The Depositor and the Trustees will enter into an Amended and Restated Trust Agreement, satisfactory to each such party and substantially in the form included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the Trust Preferred Securities and Common Securities referred to therein. Prior to the execution and delivery of such Amended and Restated Trust Agreement, the Trustees shall not have any duty or obligation hereunder or with respect to the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise.

4. The Depositor and the Trustees hereby authorize and direct the Depositor, as the sponsor of the Trust, (a) to file with the Securities and Exchange Commission (the “Commission”) and execute, in each case on behalf of the Trust, (i) the Registration Statement on Form S-3, including any pre-effective or post-effective amendments to the 1933 Act Registration Statement, relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Trust Preferred Securities of the Trust and possibly certain other securities, and any registration statement for the same offering covered by such Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act (collectively, the “1933 Act Registration Statement”) and (ii) if required, a Registration Statement on Form 8-A (the “1934 Act Registration Statement”) (including all pre-effective and post-effective amendments thereto) relating to the registration of the Trust Preferred Securities of the Trust under the Securities Exchange Act of 1934, as amended; (b) to file with the Nasdaq National Market or a national stock exchange (each, an “Exchange”) and execute on behalf of the Trust one or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Trust Preferred Securities to be listed on any of the Exchanges; (c) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Trust Preferred Securities under the securities or blue sky laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable; and (d) to execute on behalf of the Trust that certain Underwriting Agreement relating to the Trust Preferred Securities, among the Trust, the Depositor and the Underwriters named therein, substantially in the form included as an exhibit to the 1933 Act Registration Statement. In the event that any filing referred to in clauses (a), (b) and (c) above is required by the rules and regulations of the Commission, an Exchange or state securities or blue sky laws to be executed on behalf of the Trust by one or more of the Trustees, each of the Trustees, in such Trustee’s capacity as a trustee of the Trust, is hereby authorized and, to the extent so required, directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Delaware Trustee in its capacity as a trustee of the Trust shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the Exchange or state securities or blue sky laws. In connection with the filings referred to above, the Depositor and David E. Rainbolt, Joe T. Shockley and Randy P. Foraker, each as Trustees and not in their

individual capacities, hereby constitutes and appoints David E. Rainbolt, Joe T. Shockley and Randy P. Foraker, and each of them, as the Depositor’s or such Trustee’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or such Trustee or in the Depositor’s or such Trustee’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the 1933 Act Registration Statement and the 1934 Act Registration Statement (if required) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, the Exchange and administrators of the state securities or blue sky laws, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as the Depositor or such Trustee might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

6. The number of Trustees initially shall be four (4) and thereafter the number of Trustees shall be such number as shall be fixed from time to time by a written instrument signed by the Depositor which may increase or decrease the number of Trustees; provided, however, that to the extent required by the Statutory Trust Act, one Trustee shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable Delaware law. Subject to the foregoing, the Depositor is entitled to appoint or remove without cause any Trustee at any time. The Trustees may resign upon thirty (30) days’ prior notice to the Depositor.

7. This Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws of principles).

8. The Trust may be dissolved and terminated before the issuance of the Trust’s Trust Preferred Securities at the election of the Depositor.

9. The Depositor hereby agrees to indemnify the Delaware Trustee and any of the officers, directors, employees and agents of the Delaware Trustee (the “Indemnified Persons”) for, and to hold each Indemnified Person harmless against, any liability or expense incurred without negligence or bad faith on his or her of its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against or investigating any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligation to indemnify as set forth in this paragraph 9 shall survive the termination of this Trust Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed as of the day and year first above written.


BANCFIRST CORPORATION
as Depositor

By:		/s/ Joe T. Shockley, Jr.
		Name: Joe T. Shockley
		Title: Chief Financial Officer

THE BANK OF NEW YORK (DELAWARE)
as Trustee

By:		/s/ William T. Lewis
		Name: William T. Lewis
		Title: Senior Vice President

By:		/s/ David E. Rainbolt
		David E. Rainbolt, as Administrative Trustee

By:		/s/ Joe T. Shockley, Jr.
		Joe T. Shockley, as Administrative Trustee

By:		/s/ Randy P. Foraker
		Randy P. Foraker, as Administrative Trustee