BANCFIRST CORP /OK/
S-4, 1997-04-22
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
    As filed with the Securities and Exchange Commission on April 22, 1997
                                                     REGISTRATION NO. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-4

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           -------------------------
      BANCFIRST CORPORATION                          BFC CAPITAL TRUST I
  (Exact name of Registrant as                   (Exact name of Registrant as
    specified in its charter)                  specified in its trust agreement)
 
            OKLAHOMA                                       DELAWARE
 (State or other jurisdiction of                (State or other jurisdiction of
 incorporation or organization)                  incorporation or organization)
            _________                                       _________
              6022                                            6719
  (Primary Standard Industrial                    (Primary Standard Industrial
   Classification Code Number)                     Classification Code Number)
 
           73-1221379                                     73-6300105
        (I.R.S. Employer                               (I.R.S. Employer
       Identification No.)                            Identification No.)
                           -------------------------
                         101 North Broadway, Suite 200
                         Oklahoma City, Oklahoma 73102
                                 (405) 270-1086
    (Address, including zip code, and telephone number, including area code,
                  of Registrants' principal executive offices)

         David E. Rainbolt                          Joe T. Shockley, Jr.
President and Chief Executive Officer        Executive Vice President and Chief 
       BancFirst Corporation                          Financial Officer 
   101 North Broadway, Suite 200                    BancFirst Corporation
   Oklahoma City, Oklahoma 73102                 101 North Broadway, Suite 200 
          (405) 270-1086                         Oklahoma City, Oklahoma 73102 
                                                         (405) 270-1086
    (Name, address, including zip code, and telephone number, including area
                          code, of agents for service)

                                   COPIES TO:
- ------------------------------ ------------------------  -----------------------
Jeanette C. Timmons, Esq.      Edward F. Petrosky, Esq.   Richard Clemens, Esq.
Day Edwards Federman Propester     Brown & Wood LLP          Sidley & Austin
 & Christensen, P.C.            One World Trade Center    1 First National Plaza
210 Park Avenue, Suite 2900    New York, New York 10048  Chicago, Illinois 60603
Oklahoma City, Oklahoma 73102      (212) 839-5300           (312) 853-7321
(405) 239-2121
- ------------------------------ ------------------------  -----------------------
 Approximate date of commencement of proposed sale of securities to the public:
  As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [_]

                        CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM    AMOUNT OF
OF SECURITIES TO BE  REGISTERED   OFFERING PRICE      AGGREGATE     REGISTRATION
    REGISTERED                     PER UNIT (1)   OFFERING PRICE(1)    FEE (2) 
- --------------------------------------------------------------------------------
9.65% Capital 
Securities, Series
B, of BFC Capital 
Trust I............ $25,000,000        100%          $25,000,000      $7,575.76
- --------------------------------------------------------------------------------
9.65% Junior 
Subordinated
Deferrable Interest 
Debentures,  Series 
B, of BancFirst
Corporation (2) ...
- --------------------------------------------------------------------------------
BancFirst 
Corporation Series 
B Guarantee with 
respect to the 
9.65% Capital 
Securities, Series 
B, of BFC Capital
Trust I (3) ......
- --------------------------------------------------------------------------------
  Total...........  $25,000,000 (4)    100%          $25,000,000 (5)  $7,575.76
- --------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of computing the registration fee.
(2)  No separate consideration will be received for the 9.65%Junior Subordinated
     Deferrable Interest Debentures, Series B, of BancFirst Corporation (the
     "New Junior Subordinated Debentures") distributed upon any liquidation of
     BFC Capital Trust I.
(3)  No separate consideration will be received for the BancFirst Corporation
     Series B Guarantee with respect to the 9.65% Capital Securities, Series B,
     of BFC Capital Trust I (the "New Guarantee").
(4)  This Registration Statement is deemed to cover rights of holders of New
     Junior Subordinated Debentures under the Indenture, the rights of holders
     of 9.65% Capital Securities, Series B, of BFC Capital Trust I (the "New
     Capital Securities") under the Trust Agreement, the rights of holders of
     New Capital Securities under the New Guarantee and certain backup
     undertakings as described herein.
(5)  Such amount represents the liquidation amount of the New Capital Securities
     to be exchanged hereunder and the principal amount of New Junior
     Subordinated Debentures that may be distributed to holders of New Capital
     Securities upon any liquidation of BFC Capital Trust I.

                          ------------------------- 
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

                             [RED HERRING LANGUAGE]

Information contained herein is subject to completion or amendment. A
Registration Statement relating to these Securities has been filed with the
Securities and Exchange Commission. These Securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these Securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
 
                  SUBJECT TO COMPLETION, DATED APRIL 22, 1997

                              BFC CAPITAL TRUST I

                             OFFER TO EXCHANGE ITS
                      9.65% CAPITAL SECURITIES, SERIES B
               (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                      FOR ANY AND ALL OF ITS OUTSTANDING
                      9.65% CAPITAL SECURITIES, SERIES A
               (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
              UNCONDITIONALLY GUARANTEED, AS DESCRIBED HEREIN, BY

                             BANCFIRST CORPORATION

      THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
          NEW YORK CITY TIME, ON              , 1997, UNLESS EXTENDED
                             ____________________

     BFC Capital Trust I, a trust formed under the laws of the State of Delaware
(the "Trust"), hereby offers, upon the terms and subject to the conditions set
forth in this Prospectus (as the same may be amended or supplemented from time
to time, the "Prospectus") and in the accompanying Letter of Transmittal (which
together constitute the "Exchange Offer"), to exchange up to $25,000,000
aggregate Liquidation Amount of its 9.65% Capital Securities, Series B (the "New
Capital Securities"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a Registration Statement
(as defined herein) of which this Prospectus constitutes a part, for a like
Liquidation Amount of its outstanding 9.65% Capital Securities, Series A (the
"Old Capital Securities"), of which $25,000,000 aggregate Liquidation Amount is
outstanding. Pursuant to the Exchange Offer, BancFirst Corporation, an Oklahoma
corporation (the "Company"), is also offering to exchange all of its 9.65%
Junior Subordinated Deferrable Interest Debentures, Series B, due January 15,
2027 (the "New Junior Subordinated Debentures"), for a like aggregate principal
amount of its outstanding 9.65% Junior Subordinated Deferrable Interest
Debentures, Series A, due January 15, 2027 (the "Old Junior Subordinated
Debentures"). Promptly after the Expiration Date (as defined herein), the
Company will also execute its guarantee of payments of cash distributions and
payments on liquidation of the Trust or redemption of the New Capital Securities
(the "New Guarantee"). The New Junior Subordinated Debentures and the New
Guarantee also have been registered under the Securities Act. The Old Capital
Securities, the Old Guarantee and the Old Junior Subordinated Debentures are
collectively referred to herein as the "Old Securities" and the New Capital
Securities, the New Guarantee and the New Junior Subordinated Debentures are
collectively referred to herein as the "New Securities."

     The terms of the New Securities are identical in all material respects to
the respective terms of the Old Securities, except that (i) the New Securities
have been registered under the Securities Act and therefore will not be subject
to certain restrictions on transfer applicable to the Old Securities, (ii) the
New Capital Securities will not contain the $100,000 minimum Liquidation Amount
transfer restriction, (iii) the New Capital Securities will not provide for any
increase in the distribution rate thereon, (iv) the New Junior Subordinated
Debentures will not contain the $100,000 minimum principal amount transfer
restriction and (v) the New Junior Subordinated Debentures will not provide for
any increase in the interest rate thereon. See "Description of New Securities"
and "Description of Old Securities." The New Capital Securities are being
offered for exchange in order to satisfy certain obligations of the Company and
the Trust under the Registration Rights Agreement dated as of February 4, 1997
(the "Registration Rights Agreement") among the Company, the Trust and the
Initial Purchasers (as defined herein). In the event that the Exchange Offer is
consummated, any Old Capital Securities which remain outstanding after
consummation of the Exchange Offer and the New Capital Securities issued in the
Exchange Offer will vote together as a single class for purposes of determining
whether holders of the requisite percentage in outstanding Liquidation Amount
thereof have taken certain actions or exercised certain rights under the Trust
Agreement.

                                               (Continued on the following page)

     This Prospectus and the Letter of Transmittal are first being mailed to all
holders of Old Capital Securities on        , 1997.

     SEE "RISK FACTORS" COMMENCING ON PAGE 15 FOR CERTAIN INFORMATION THAT
SHOULD BE CONSIDERED BY HOLDERS IN DECIDING WHETHER TO TENDER OLD CAPITAL
SECURITIES IN THE EXCHANGE OFFER.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION (THE "COMMISSION") OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

              The date of this Prospectus is       , 1997.
<PAGE>
 
     The New Capital Securities and the Old Capital Securities (collectively,
the "Capital Securities") represent beneficial interests in the assets of the
Trust. The Company is the owner of all of the beneficial interests represented
by common securities of the Trust (the "Common Securities," and together with
the Capital Securities, the "Trust Securities"). The Bank of New York is the
Property Trustee of the Trust. The Trust exists for the purpose of issuing the
Trust Securities and investing the proceeds thereof in the Junior Subordinated
Debentures (as defined herein). The Junior Subordinated Debentures will mature
on January 15, 2027 (the "Stated Maturity Date"). The Capital Securities will
have a preference over the Common Securities under certain circumstances with
respect to cash distributions and amounts payable on liquidation, redemption or
otherwise. See "Description of New Securities-Description of New Capital
Securities-Subordination of Common Securities."

     As used herein, (i) the "Indenture" means the Indenture, dated as of
February 4, 1997, as amended and supplemented from time to time, between the
Company and The Bank of New York, as Debenture Trustee (the "Debenture
Trustee"), (ii) the "Trust Agreement" means the Amended and Restated Declaration
of Trust relating to the Trust among the Company, as Sponsor, The Bank of New
York, as Property Trustee (the "Property Trustee"), The Bank of New York
(Delaware), as Delaware Trustee (the "Delaware Trustee"), and the Administrative
Trustees named therein (collectively, with the Property Trustee and Delaware
Trustee, the "Issuer Trustees"). In addition, as the context may require, unless
otherwise expressly stated, (i) the term "Junior Subordinated Debentures"
includes the Old Junior Subordinated Debentures and the New Junior Subordinated
Debentures and (ii) the term "Guarantee" includes the Old Guarantee and the New
Guarantee.

     Holders of the New Capital Securities will be entitled to receive
preferential cumulative cash distributions arising from the payment of interest
on the Junior Subordinated Debentures, accruing from February 4, 1997, and
payable semi-annually in arrears on January 15 and July 15 of each year,
commencing July 15, 1997, at the annual rate of 9.65% of the Liquidation Amount
of $1,000 per New Capital Security ("Distributions"). The Company will have the
right to defer payments of interest on the Junior Subordinated Debentures at any
time and from time to time for a period not exceeding 10 consecutive semi-annual
periods with respect to each deferral period (each, an "Extension Period"),
provided that no Extension Period may extend beyond the Stated Maturity Date.
Upon the termination of any such Extension Period and the payment of all amounts
then due, the Company may elect to begin a new Extension Period, subject to the
requirements set forth in the Indenture. If and for so long as interest payments
on the Junior Subordinated Debentures are so deferred, Distributions on the
Trust Securities will also be deferred and the Company will not be permitted,
subject to certain exceptions described herein, to declare or pay any cash
distributions with respect to the Company's capital stock or to make any payment
with respect to debt securities of the Company that rank pari passu with or
junior to the Junior Subordinated Debentures. During an Extension Period,
interest on the Junior Subordinated Debentures will continue to accrue (and the
amount of Distributions to which holders of the Trust Securities are entitled
will accumulate) at the rate of 9.65% per annum, compounded semi-annually, and
holders of Trust Securities will be required to accrue interest income for
United States federal income tax purposes. See "Description of New Securities-
Description of New Junior Subordinated Debentures-Option to Extend Interest
Payment Date" and "Certain United States Federal Income Tax Considerations-
Interest Income and Original Issue Discount."

     Through the Guarantee, the guarantee agreement of the Company relating to
the Common Securities (the "Common Guarantee"), the Trust Agreement, the Junior
Subordinated Debentures and the Indenture, taken together, the Company has
guaranteed or will guarantee, as the case may be, fully, irrevocably and
unconditionally, all of the Trust's obligations under the Trust Securities. See
"Relationship Among the New Capital Securities, the New Junior Subordinated
Debentures and the New Guarantee-Full and Unconditional Guarantee." The Old
Guarantee and the Common Guarantee guarantee, and the New Guarantee will
guarantee, payments of Distributions and payments on liquidation of the Trust or
redemption of the Trust Securities, but in each case only to the extent that the
Trust holds funds on hand legally available therefor and has failed to make such
payments, as described herein. See "Description of New Securities-Description of
New Guarantee." If the Company fails to make a required payment on the Junior
Subordinated Debentures, the Trust will not have sufficient funds to make the
related payments, including Distributions, on the Trust Securities. The
Guarantee and the Common Guarantee will not cover any such payment when the
Trust does not have sufficient funds on hand legally available therefor. In such
event, a holder of Capital Securities may institute a legal proceeding directly
against the Company to enforce its rights in respect of such payment. See
"Description of New Securities-Description of New Junior Subordinated 
Debentures-Enforcement of Certain Rights By Holders of New Capital Securities."
The obligations of the Company under the Guarantee, the Common Guarantee and the
Junior Subordinated Debentures will rank subordinate and junior in right of
payment to all Senior Indebtedness (as defined in "Description of New 
Securities-Description of New Junior Subordinated Debentures-Subordination"),
which totaled approximately $6.6 million at December 31, 1996.

     The Trust Securities will be subject to mandatory redemption in a Like
Amount (as defined herein), (i) in whole but not in part, on the Stated Maturity
Date upon repayment of the Junior Subordinated Debentures at a redemption price
equal to the principal amount of, plus accrued interest on, the Junior
Subordinated Debentures (the "Maturity Redemption Price"), (ii) prior to January
15, 2007, in whole but not in part, contemporaneously with the optional
prepayment of the Junior Subordinated Debentures upon the

                                       2
<PAGE>
 
occurrence and continuation of a Special Event (as defined herein), at a
redemption price equal to the Special Event Prepayment Price (as defined below)
(the "Special Event Redemption Price"), and (iii) on or after January 15, 2007,
in whole or in part, contemporaneously with the optional prepayment by the
Company of the Junior Subordinated Debentures, at a redemption price equal to
the Optional Prepayment Price (as defined below) (the "Optional Redemption
Price"). Any of the Maturity Redemption Price, the Special Event Redemption
Price and the Optional Redemption Price may be referred to herein as the
"Redemption Price." See "Description of New Securities-Description of New
Capital Securities-Redemption." Subject to the Company having received prior
approval of the Board of Governors of the Federal Reserve System (the "Federal
Reserve") to do so if then required under applicable capital guidelines or
policies of the Federal Reserve, the Junior Subordinated Debentures will be
prepayable prior to the Stated Maturity Date at the option of the Company (i) on
or after January 15, 2007, in whole or in part, at a prepayment price (the
"Optional Prepayment Price") equal to 104.825% of the principal amount thereof
on January 15, 2007, declining ratably on each January 15 thereafter to 100% on
or after January 15, 2017, plus accrued interest thereon to the date of
prepayment, or (ii) prior to January 15, 2007, in whole but not in part, upon
the occurrence and continuation of a Special Event, at a prepayment price (the
"Special Event Prepayment Price") equal to the Make-Whole Amount (as defined
below) for each $1,000 principal amount of Junior Subordinated Debentures. The
"Make-Whole Amount" shall be equal to the greater of (x) 100% of the principal
amount thereof or (y) the sum, as determined by a Quotation Agent (as
hereinafter defined), of the present values of the remaining scheduled payments
of principal and interest thereon discounted to the prepayment date on a semi-
annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate (as defined herein) plus, in either case, accrued
interest thereon to the date of prepayment. Either of the Optional Prepayment
Price or the Special Event Prepayment Price may be referred to herein as the
"Prepayment Price." See "Description of New Securities-Description of New Junior
Subordinated Debentures-Optional Prepayment" and "-Special Event Prepayment."

     The Company will have the right at any time to terminate the Trust and
cause a Like Amount of the Junior Subordinated Debentures to be distributed to
the holders of the Trust Securities in liquidation of the Trust, subject to (i)
the Company having received an opinion of counsel to the effect that such
distribution will not be a taxable event to holders of Capital Securities and
(ii) the prior approval of the Federal Reserve to do so if then required under
applicable capital guidelines or policies of the Federal Reserve. Unless the
Junior Subordinated Debentures are distributed to the holders of the Trust
Securities, in the event of a liquidation of the Trust as described herein,
after satisfaction of liabilities to creditors of the Trust as required by
applicable law, the holders of the Capital Securities generally will be entitled
to receive a Liquidation Amount of $1,000 per Capital Security plus accumulated
Distributions thereon to the date of payment. See "Description of New 
Securities-Description of New Capital Securities-Liquidation of the Trust and
Distribution of Junior Subordinated Debentures."

                               -----------------

     The Trust is making the Exchange Offer of the New Capital Securities in
reliance on the position of the staff of the Division of Corporation Finance of
the Commission (the "Staff") as set forth in certain interpretive letters
addressed to third parties in other transactions. However, neither the Company
nor the Trust has sought its own interpretive letter and there can be no
assurance that the Staff would make a similar determination with respect to the
Exchange Offer as it has in such interpretive letters to third parties. Based on
these interpretations by the Staff, and subject to the two immediately following
sentences, the Company and the Trust believe that New Capital Securities issued
pursuant to this Exchange Offer in exchange for Old Capital Securities may be
offered for resale, resold and otherwise transferred by a holder thereof (other
than a holder who is a broker-dealer) without further compliance with the
registration and prospectus delivery requirements of the Securities Act,
provided that such New Capital Securities are acquired in the ordinary course of
such holder's business and that such holder is not participating, and has no
arrangement or understanding with any person to participate, in a distribution
(within the meaning of the Securities Act) of such New Capital Securities.
However, any holder of Old Capital Securities who is an "affiliate," as such
term is defined in Rule 405 under the Securities Act (an "Affiliate"), of the
Company or the Trust or who intends to participate in the Exchange Offer for the
purpose of distributing New Capital Securities, or any broker-dealer who
purchased Old Capital Securities from the Trust for resale pursuant to Rule 144A
under the Securities Act ("Rule 144A") or any other available exemption under
the Securities Act, (a) will not be able to rely on the interpretations of the
Staff set forth in the above-mentioned interpretive letters, (b) will not be
permitted or entitled to tender such Old Capital Securities in the Exchange
Offer and (c) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or other transfer
of such Old Capital Securities unless such sale is made pursuant to an exemption
from such requirements. In addition, as described below, if any broker-dealer
holds Old Capital Securities acquired for its own account as a result of market-
making or other trading activities and exchanges such Old Capital Securities for
New Capital Securities, then such broker-dealer must deliver a prospectus
meeting the requirements of the Securities Act in connection with any resales of
such New Capital Securities.

                                       3
<PAGE>
 
     Each holder of Old Capital Securities who wishes to exchange Old Capital
Securities for New Capital Securities in the Exchange Offer will be required to
represent that (i) it is not an Affiliate of the Company or the Trust, (ii) any
New Capital Securities to be received by it are being acquired in the ordinary
course of its business, (iii) it has no arrangement or understanding with any
person to participate in a distribution (within the meaning of the Securities
Act) of such New Capital Securities, and (iv) if such holder is not a broker-
dealer, such holder is not engaged in, and does not intend to engage in, a
distribution (within the meaning of the Securities Act) of such New Capital
Securities. In addition, the Company and the Trust may require such holder, as a
condition to such holder's eligibility to participate in the Exchange Offer, to
furnish to the Company and the Trust (or an agent thereof) in writing
information as to the number of "beneficial owners" (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) on behalf of whom such holder holds the Capital Securities to be
exchanged in the Exchange Offer. Each broker-dealer that receives New Capital
Securities for its own account pursuant to the Exchange Offer must acknowledge
that it acquired the Old Capital Securities for its own account as the result of
market-making activities or other trading activities and must agree that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Capital Securities. The Letter of
Transmittal states that, by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. Based on the position taken by the Staff in the
interpretive letters referred to above, the Company and the Trust believe that
broker-dealers who acquired Old Capital Securities for their own accounts, as a
result of market-making activities or other trading activities ("Participating
Broker- Dealers"), may fulfill their prospectus delivery requirements with
respect to the New Capital Securities received upon exchange of such Old Capital
Securities (other than Old Capital Securities which represent an unsold
allotment from the original sale of the Old Capital Securities) with a
prospectus meeting the requirements of the Securities Act, which may be the
prospectus prepared for an exchange offer so long as it contains a description
of the plan of distribution with respect to the resale of such New Capital
Securities. Accordingly, this Prospectus, as it may be amended or supplemented
from time to time, may be used by a Participating Broker-Dealer during the
period referred to below in connection with resales of New Capital Securities
received in exchange for Old Capital Securities where such Old Capital
Securities were acquired by such Participating Broker-Dealer for its own account
as a result of market-making or other trading activities. Subject to certain
provisions set forth in the Registration Rights Agreement, the Company and the
Trust have agreed that this Prospectus, as it may be amended or supplemented
from time to time, may be used by a Participating Broker-Dealer in connection
with resales of such New Capital Securities for a period ending 90 days after
the Expiration Date (as defined herein) (subject to extension under certain
limited circumstances described below) or, if earlier, when all such New Capital
Securities have been disposed of by such Participating Broker-Dealer. See "Plan
of Distribution." However, a Participating Broker-Dealer who intends to use this
Prospectus in connection with the resale of New Capital Securities received in
exchange for Old Capital Securities pursuant to the Exchange Offer must notify
the Company or the Trust, or cause the Company or the Trust to be notified, on
or prior to the Expiration Date, that it is a Participating Broker-Dealer. Such
notice may be given in the space provided for that purpose in the Letter of
Transmittal or may be delivered to the Exchange Agent at one of the addresses
set forth herein under "The Exchange Offer-Exchange Agent." Any Participating
Broker-Dealer who is an Affiliate of the Company or the Trust may not rely on
such interpretive letters and must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction. See "The Exchange Offer-Resales of New Capital Securities."

     In that regard, each Participating Broker-Dealer who surrenders Old Capital
Securities pursuant to the Exchange Offer will be deemed to have agreed, by
execution of the Letter of Transmittal, that, upon receipt of notice from the
Company or the Trust of the occurrence of any event or the discovery of any fact
which makes any statement contained or incorporated by reference in this
Prospectus untrue in any material respect or which causes this Prospectus to
omit to state a material fact necessary in order to make the statements
contained or incorporated by reference herein, in light of the circumstances
under which they were made, not misleading or of the occurrence of certain other
events specified in the Registration Rights Agreement, such Participating 
Broker-Dealer will suspend the sale of New Capital Securities (or the New
Guarantee or the New Junior Subordinated Debentures, as applicable) pursuant to
this Prospectus until the Company or the Trust has amended or supplemented this
Prospectus to correct such misstatement or omission and has furnished copies of
the amended or supplemented Prospectus to such Participating Broker-Dealer or
the Company or the Trust has given notice that the sale of the New Capital
Securities (or the New Guarantee or the New Junior Subordinated Debentures, as
applicable) may be resumed, as the case may be. If the Company or the Trust
gives such notice to suspend the sale of the New Capital Securities (or the New
Guarantee or the New Junior Subordinated Debentures, as applicable), it shall
extend the 90-day period referred to above during which Participating Broker-
Dealers are entitled to use this Prospectus in connection with the resale of New
Capital Securities by the number of days during the period from and including
the date of the giving of such notice to and including the date when
Participating Broker-Dealers shall have received copies of the amended or
supplemented Prospectus necessary to permit resales of the New Capital
Securities or to and including the date on which the Company or the Trust has
given notice that the sale of New Capital Securities (or the New Guarantee or
the New Junior Subordinated Debentures, as applicable) may be resumed, as the
case may be.

                                       4
<PAGE>
 
     Prior to the Exchange Offer, there has been only a limited secondary market
and no public market for the Old Capital Securities. The New Capital Securities
will be a new issue of securities for which there currently is no market.
Although the Initial Purchasers have informed the Company and the Trust that
they each currently intend to make a market in the New Capital Securities, they
are not obligated to do so, and any such market making may be discontinued at
any time without notice. Accordingly, there can be no assurance as to the
development or liquidity of any market for the New Capital Securities. The
Company and the Trust currently do not intend to apply for listing of the New
Capital Securities on any securities exchange or for quotation through the
National Association of Securities Dealers Automated Quotation System
("Nasdaq").

     Any Old Capital Securities not tendered and accepted in the Exchange Offer
will remain outstanding and will be entitled to all the same rights and will be
subject to the same limitations applicable thereto under the Trust Agreement
(except for those rights which terminate upon consummation of the Exchange
Offer). Following consummation of the Exchange Offer, the holders of Old Capital
Securities will continue to be subject to all of the existing restrictions upon
transfer thereof and neither the Company nor the Trust will have any further
obligation to such holders (other than under certain limited circumstances) to
provide for registration under the Securities Act of the Old Capital Securities
held by them. To the extent that Old Capital Securities are tendered and
accepted in the Exchange Offer, a holder's ability to sell untendered Old
Capital Securities could be adversely affected. See "Risk Factors-Consequences
of a Failure to Exchange Old Capital Securities."

     THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF OLD CAPITAL SECURITIES ARE URGED TO READ THIS PROSPECTUS
AND THE RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO
TENDER THEIR OLD CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER.

     Old Capital Securities may be tendered for exchange on or prior to 5:00
p.m., New York City time, on , 1997 (such time on such date being hereinafter
called the "Expiration Date"), unless the Exchange Offer is extended by the
Company or the Trust (in which case the term "Expiration Date" shall mean the
latest date and time to which the Exchange Offer is extended). Tenders of Old
Capital Securities may be withdrawn at any time on or prior to the Expiration
Date. The Exchange Offer is not conditioned upon any minimum Liquidation Amount
of Old Capital Securities being tendered for exchange. However, the Exchange
Offer is subject to certain events and conditions which may be waived by the
Company or the Trust and to the terms and provisions of the Registration Rights
Agreement. Old Capital Securities may be tendered in whole or in part having an
aggregate Liquidation Amount of not less than $100,000 (100 Capital Securities)
or any integral multiple of $1,000 Liquidation Amount (one Capital Security) in
excess thereof. The Company has agreed to pay all expenses of the Exchange
Offer. See "The Exchange Offer-Fees and Expenses." Holders of the Old Capital
Securities whose Old Capital Securities are accepted for exchange will not
receive Distributions on such Old Capital Securities and will be deemed to have
waived the right to receive any Distributions on such Old Capital Securities
accumulated from and including February 4, 1997. Accordingly, holders of New
Capital Securities as of the record date for the payment of Distributions on
July 15, 1997 will be entitled to receive Distributions accumulated from and
including February 4, 1997. See "The Exchange Offer-Distributions on New Capital
Securities."

     Neither the Company nor the Trust will receive any cash proceeds from the
issuance of the New Capital Securities offered hereby. No dealer-manager is
being used in connection with this Exchange Offer. See "Use of Proceeds" and
"Plan of Distribution."

                              -------------------

     NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THIS EXCHANGE
OFFER AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE TRUST. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY EXCHANGE MADE PURSUANT HERETO SHALL UNDER
ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR THE TRUST SINCE THE DATE HEREOF. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OR A SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

                               -------------------

                                       5
<PAGE>
 
                               TABLE OF CONTENTS
                                                                        Page
                                                         
Available Information.................................................    7
Incorporation of Certain Documents by Reference.......................    7
Summary...............................................................    8
Risk Factors..........................................................   14
Ratios of Earnings to Fixed Charges...................................   18
Use of Proceeds.......................................................   18
Capitalization........................................................   19
Summary Financial Data................................................   20
BFC Capital Trust I...................................................   20
BancFirst Corporation.................................................   21
The Exchange Offer....................................................   21
Description of New Securities.........................................   29
Description of Old Securities.........................................   47
Relationship Among the New Capital Securities, the New                 
  Junior Subordinated Debentures and the New Guarantee................   47
Certain United States Federal Income Tax Considerations...............   48
ERISA Considerations..................................................   52
Plan of Distribution..................................................   53
Validity of New Securities............................................   53
Experts...............................................................   53

                                       6
<PAGE>
 
                             AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information and be inspected and copied at the public reference facilities of
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at the regional offices of the Commission located at 7 World Trade Center, 13th
Floor, Suite 1300, New York, New York 10048 and Suite 1400, Citicorp Center,
14th Floor, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can also be obtained at prescribed rates by writing to the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. Such information may also be accessed electronically by means of the
Commission's home page on the Internet (http://www.sec.gov.). In addition, such
reports, proxy statements and other information concerning the Company can be
inspected at the offices of the Nasdaq Stock Market, Inc., 1735 K. Street, N.W.,
Washington, D.C. 20006-1500, on which the common stock of the Company is listed.

     No separate financial statements of the Trust have been included herein.
The Company and the Trust do not consider that such financial statements would
be material to holders of the New Capital Securities because the Trust is a
newly formed special purpose entity, has no operating history or independent
operations and is not engaged in and does not propose to engage in any activity
other than holding as trust assets the Junior Subordinated Debentures and
issuing the Trust Securities. See "BFC Capital Trust I" and "Description of New
Securities." In addition, the Company does not expect that the Trust will file
reports under the Exchange Act with the Commission.

     This Prospectus constitutes a part of a registration statement on Form S-4
(the "Registration Statement") filed by the Company and the Trust with the
Commission under the Securities Act. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company, the Trust
and the New Securities. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are
incorporated into this Prospectus by reference:

     1.   The Company's Annual Report on Form 10-K for the year ended
          December 31, 1996;

     2.   The Company's Current Report on Form 8-K dated February 4, 1997.

     All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the Exchange Offer shall be deemed to be incorporated by
reference into this Prospectus and to be a part of this Prospectus from the date
of filing of such document. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

     As used herein, the terms "Prospectus" and "herein" mean this Prospectus
including the documents incorporated or deemed to be incorporated herein by
reference, as the same may be amended, supplemented or otherwise modified from
time to time. Statements contained in this Prospectus as to the contents of any
contract or other document referred to herein do not purport to be complete, and
where reference is made to the particular provisions of such contract or other
document, such provisions are qualified in all respects by reference to all of
the provisions of such contract or other document. The Company will provide
without charge to any person to whom this Prospectus is delivered, on the
written or oral request of such person, a copy of any or all of the foregoing
documents incorporated by reference herein (other than exhibits not specifically
incorporated by reference into the texts of such documents). Requests for such
documents should be directed to: Investor Relations, BancFirst Corporation, 101
N. Broadway, Oklahoma City, Oklahoma 73102. Telephone requests may be directed
to Investor Relations at (405) 270-1086.

                                       7
<PAGE>
 
                                    SUMMARY

     The following is a summary of certain information contained elsewhere in
this Prospectus. Reference is made to, and this summary is qualified in its
entirety by, the more detailed information and financial statements, including
the notes thereto, contained elsewhere in this Prospectus.

                              BFC CAPITAL TRUST I

     The Trust is a statutory business trust formed under Delaware law pursuant
to (i) the Trust Agreement executed by the Company, as Sponsor, The Bank of New
York, as Property Trustee, and The Bank of New York (Delaware), as Delaware
Trustee, and the three individual Administrative Trustees named therein, and
(ii) the filing of a certificate of trust with the Delaware Secretary of State
on January 28, 1997. The Trust's business and affairs are conducted by the
Issuer Trustees: the Property Trustee, the Delaware Trustee, and the three
individual Administrative Trustees who are employees or officers of or
affiliated with the Company. The Trust exists for the exclusive purposes of (i)
issuing and selling the Trust Securities, (ii) using the proceeds from the sale
of the Trust Securities to acquire the Junior Subordinated Debentures issued by
the Company and (iii) engaging in only those other activities necessary,
advisable or incidental thereto (such as registering the transfer of the Trust
Securities). Accordingly, the Junior Subordinated Debentures will be the sole
assets of the Trust, and payments under the Junior Subordinated Debentures will
be the sole revenues of the Trust. All of the Common Securities are owned by the
Company.

                             BANCFIRST CORPORATION

     The Company is a registered bank holding company organized in 1984 under
Oklahoma law. It conducts substantially all of its operating activities through
its wholly-owned subsidiary, BancFirst, a state-chartered, Federal Reserve
member bank headquartered in Oklahoma City, Oklahoma ("BancFirst"). Through
BancFirst, the Company provides a full range of commercial banking services to
retail customers and small to medium-sized businesses both in the non-
metropolitan trade centers of Oklahoma and the metropolitan markets of Oklahoma
City, Tulsa, Norman, Muskogee and Shawnee.

     As of December 31, 1996, on a consolidated basis, the Company had total
assets of $1.2 billion, total deposits of $1.1 billion and total stockholders'
equity of $112 million. BancFirst maintained 49 banking locations serving 28
communities across central and eastern Oklahoma as of December 31, 1996. The
Company's primary lending activity is the financing of business and industry in
its market areas. As of December 31, 1996, the Company employed, in the
aggregate, approximately 788 full-time equivalent employees.

                               THE EXCHANGE OFFER

The Exchange Offer............ Up to $25,000,000 aggregate Liquidation Amount of
                               New Capital Securities are being offered in
                               exchange for a like aggregate Liquidation Amount
                               of Old Capital Securities. Old Capital Securities
                               may be tendered for exchange in whole or in part
                               in a Liquidation Amount of $100,000 (100 Capital
                               Securities) or any integral multiple of $1,000
                               (one Capital Security) in excess thereof. The
                               Company and the Trust are making the Exchange
                               Offer in order to satisfy their obligations under
                               the Registration Rights Agreement relating to the
                               Old Capital Securities. For a description of the
                               procedures for tendering Old Capital Securities,
                               see "The Exchange Offer-Procedures for Tendering
                               Old Capital Securities."
 

                                       8
<PAGE>
 
Expiration Date............... 5:00 p.m., New York City time, on         , 1997,
                               unless the Exchange Offer is extended by the
                               Company or the Trust (in which case the
                               Expiration Date will be the latest date and time
                               to which the Exchange Offer is extended). See
                               "The Exchange Offer-Terms of the Exchange Offer."

Conditions to the Exchange 
   Offer...................... The Exchange Offer is subject to certain
                               conditions, which may be waived by the Company
                               and the Trust in their sole discretion. The
                               Exchange Offer is not conditioned upon any
                               minimum Liquidation Amount of Old Capital
                               Securities being tendered. See "The Exchange
                               Offer-Conditions to the Exchange Offer."

Offer......................... The Company and the Trust reserve the right in
                               their sole and absolute discretion, subject to
                               applicable law, at any time and from time to
                               time, (i) to delay the acceptance of the Old
                               Capital Securities for exchange, (ii) to
                               terminate the Exchange Offer if certain specified
                               conditions have not been satisfied, (iii) to
                               extend the Expiration Date of the Exchange Offer
                               and retain all Old Capital Securities tendered
                               pursuant to the Exchange Offer, subject, however,
                               to the right of holders of Old Capital Securities
                               to withdraw their tendered Old Capital
                               Securities, or (iv) to waive any condition or
                               otherwise amend the terms of the Exchange Offer
                               in any respect. See "The Exchange Offer-Terms of
                               the Exchange Offer."

Withdrawal Rights............. Tenders of Old Capital Securities may be
                               withdrawn at any time on or prior to the
                               Expiration Date by delivering a written notice of
                               such withdrawal to the Exchange Agent in
                               conformity with certain procedures set forth
                               below under "The Exchange Offer-Withdrawal
                               Rights."

Procedures for Tendering 
   Old Capital Securities..... Each tendering holder of Old Capital Securities
                               must complete and sign a Letter of Transmittal in
                               accordance with the instructions contained
                               therein and forward the same by mail, facsimile
                               or hand delivery, together with any other
                               required documents, to the Exchange Agent, either
                               with the Old Capital Securities to be tendered or
                               in compliance with the specified procedures for
                               guaranteed delivery of Old Capital Securities.
                               Certain brokers, dealers, commercial banks, trust
                               companies and other nominees may also effect
                               tenders by book-entry transfer. Holders of Old
                               Capital Securities registered in the name of a
                               broker, dealer, commercial bank, trust company or
                               other nominee are urged to contact such person
                               promptly if they wish to tender Old Capital
                               Securities pursuant to the Exchange Offer. See
                               "The Exchange Offer-Procedures for Tendering Old
                               Capital Securities."
                               
                               Letters of Transmittal and certificates
                               representing Old Capital Securities should not be
                               sent to the Company or the Trust. Such documents
                               should only be sent to the Exchange Agent.
 

                                       9
<PAGE>
 
Resales of New Capital 
   Securities................. The Company and the Trust are making the Exchange
                               Offer in reliance on the position of the Staff as
                               set forth in certain interpretive letters
                               addressed to third parties in other transactions.
                               However, neither the Company nor the Trust has
                               sought its own interpretive letter and there can
                               be no assurance that the Staff would make a
                               similar determination with respect to the
                               Exchange Offer as it has in such interpretive
                               letters to third parties. Based on these
                               interpretations by the Staff, and subject to the
                               two immediately following sentences, the Company
                               and the Trust believe that New Capital Securities
                               issued pursuant to this Exchange Offer in
                               exchange for Old Capital Securities may be
                               offered for resale, resold and otherwise
                               transferred by a holder thereof (other than a
                               holder who is a broker-dealer) without further
                               compliance with the registration and prospectus
                               delivery requirements of the Securities Act,
                               provided that such New Capital Securities are
                               acquired in the ordinary course of such holder's
                               business and that such holder is not
                               participating, and has no arrangement or
                               understanding with any person to participate, in
                               a distribution (within the meaning of the
                               Securities Act) of such New Capital Securities.
                               However, any holder of Old Capital Securities who
                               is an Affiliate of the Company or the Trust or
                               who intends to participate in the Exchange Offer
                               for the purpose of distributing the New Capital
                               Securities, or any broker-dealer who purchased
                               the Old Capital Securities from the Trust for
                               resale pursuant to Rule 144A or any other
                               available exemption under the Securities Act, (a)
                               will not be able to rely on the interpretations
                               of the Staff set forth in the above-mentioned
                               interpretive letters, (b) will not be permitted
                               or entitled to tender such Old Capital Securities
                               in the Exchange Offer and (c) must comply with
                               the registration and prospectus delivery
                               requirements of the Securities Act in connection
                               with any sale or other transfer of such Old
                               Capital Securities unless such sale is made
                               pursuant to an exemption from such requirements.
                               In addition, as described below, if any broker-
                               dealer holds Old Capital Securities acquired for
                               its own account as a result of market-making or
                               other trading activities and exchanges such Old
                               Capital Securities for New Capital Securities,
                               then such broker-dealer must deliver a prospectus
                               meeting the requirements of the Securities Act in
                               connection with any resales of such New Capital
                               Securities.
                               
                               Each holder of Old Capital Securities who wishes
                               to exchange Old Capital Securities for New
                               Capital Securities in the Exchange Offer will be
                               required to represent that (i) it is not an
                               Affiliate of the Company or the Trust, (ii) any
                               New Capital Securities to be received by it are
                               being acquired in the ordinary course of its
                               business, (iii) it has no arrangement or
                               understanding with any person to participate in a
                               distribution (within the meaning of the
                               Securities Act) of such New Capital Securities,
                               and (iv) if such holder is not a broker-dealer,
                               such holder is not engaged in, and does not
                               intend to engage in, a distribution (within the
                               meaning of the Securities Act) of such New
                               Capital Securities.
 

                                       10
<PAGE>
 
 (continued)
Resales of New Capital 
   Securities................. Each broker-dealer that receives New Capital
                               Securities for its own account pursuant to the
                               Exchange Offer must acknowledge that it acquired
                               the Old Capital Securities for its own account as
                               the result of market-making activities or other
                               trading activities and must agree that it will
                               deliver a prospectus meeting the requirements of
                               the Securities Act in connection with any resale
                               of such New Capital Securities. The Letter of
                               Transmittal states that, by so acknowledging and
                               by delivering a prospectus, a broker-dealer will
                               not be deemed to admit that it is an
                               "underwriter" within the meaning of the
                               Securities Act. Based on the position taken by
                               the Staff in the interpretive letters referred to
                               above, the Company and the Trust believe that
                               Participating Broker-Dealers who acquired Old
                               Capital Securities for their own accounts as a
                               result of market-making activities or other
                               trading activities may fulfill their prospectus
                               delivery requirements with respect to the New
                               Capital Securities received upon exchange of such
                               Old Capital Securities (other than Old Capital
                               Securities which represent an unsold allotment
                               from the original sale of the Old Capital
                               Securities) with a prospectus meeting the
                               requirements of the Securities Act, which may be
                               the prospectus prepared for an exchange offer so
                               long as it contains a description of the plan of
                               distribution with respect to the resale of such
                               New Capital Securities. Accordingly, this
                               Prospectus, as it may be amended or supplemented
                               from time to time, may be used by a Participating
                               Broker-Dealer in connection with resales of New
                               Capital Securities received in exchange for Old
                               Capital Securities where such Old Capital
                               Securities were acquired by such Participating
                               Broker-Dealer for its own account as a result of
                               market-making or other trading activities.
                               Subject to certain provisions set forth in the
                               Registration Rights Agreement and to the
                               limitations described below under "The Exchange
                               Offer-Resale of New Capital Securities," the
                               Company and the Trust have agreed that this
                               Prospectus, as it may be amended or supplemented
                               from time to time, may be used by a Participating
                               Broker-Dealer in connection with resales of such
                               New Capital Securities for a period ending 90
                               days after the Expiration Date (subject to
                               extension under certain limited circumstances)
                               or, if earlier, when all such New Capital
                               Securities have been disposed of by such
                               Participating Broker-Dealer. See "Plan of
                               Distribution." Any Participating Broker-Dealer
                               who is an Affiliate of the Company or the Trust
                               may not rely on such interpretive letters and
                               must comply with the registration and prospectus
                               delivery requirements of the Securities Act in
                               connection with any resale transaction. See "The
                               Exchange Offer-Resales of New Capital
                               Securities."

Exchange Agent................ The exchange agent with respect to the Exchange
                               Offer is The Bank of New York (the "Exchange
                               Agent"). The applicable addresses, and telephone
                               and facsimile numbers, of the Exchange Agent are
                               set forth in "The Exchange Offer-Exchange Agent"
                               and in the Letter of Transmittal.
 

                                       11
<PAGE>
 
Use of Proceeds............... Neither the Company nor the Trust will receive
                               any cash proceeds from the issuance of the New
                               Capital Securities offered hereby. See "Use of
                               Proceeds."

Certain United States Federal 
   Income Tax Considerations;       
   ERISA Considerations....... Holders of Old Capital Securities should review
                               the information set forth under "Certain United
                               States Federal Income Tax Considerations" and
                               "ERISA Considerations" prior to tendering Old
                               Capital Securities in the Exchange Offer.

                           THE NEW CAPITAL SECURITIES

Securities Offered............ Up to $25,000,000 aggregate Liquidation Amount of
                               the Trust's New Capital Securities which have
                               been registered under the Securities Act
                               (Liquidation Amount $1,000 per New Capital
                               Security). The New Capital Securities will be
                               issued, and the Old Capital Securities were
                               issued, under the Trust Agreement. The New
                               Capital Securities and any Old Capital Securities
                               which remain outstanding after consummation of
                               the Exchange Offer will vote together as a single
                               class for purposes of determining whether holders
                               of the requisite percentage in outstanding
                               Liquidation Amount thereof have taken certain
                               actions or exercised certain rights under the
                               Trust Agreement. See "Description of New
                               Securities-Description of New Capital Securities-
                               Voting Rights; Amendment of the Trust Agreement."
                               The terms of the New Capital Securities are
                               identical in all material respects to the terms
                               of the Old Capital Securities, except that the
                               New Capital Securities have been registered under
                               the Securities Act and will not be subject to the
                               $100,000 minimum Liquidation Amount transfer
                               restriction and certain other restrictions on
                               transfer applicable to the Old Capital Securities
                               and will not provide for any increase in the
                               Distribution rate thereon. See "The Exchange
                               Offer-Purpose of the Exchange Offer,"
                               "Description of New Securities" and "Description
                               of Old Securities."

Distribution Dates............ January 15 and July 15 of each year, commencing
                               July 15, 1997.

Extension Periods............. Distributions on the New Capital Securities will
                               be deferred for the duration of any Extension
                               Period elected by the Company with respect to the
                               payment of interest on the New Junior
                               Subordinated Debentures. No Extension Period will
                               exceed 10 consecutive semi-annual periods or
                               extend beyond the Stated Maturity Date. See
                               "Description of New Securities-Description of New
                               Junior Subordinated Debentures-Option to Extend
                               Interest Payment Date" and "Certain United States
                               Federal Income Tax Considerations- Interest
                               Income and Original Issue Discount."

                                       12
<PAGE>
 
Ranking....................... The New Capital Securities will rank pari passu,
                               and payments thereon will be made pro rata, with
                               the Old Capital Securities and the Common
                               Securities except as described under "Description
                               of New Securities-Description of New Capital
                               Securities-Subordination of Common Securities."
                               
                               The New Junior Subordinated Debentures will rank
                               pari passu with the Old Junior Subordinated
                               Debentures and all other junior subordinated
                               debentures (if any) to be issued by the Company
                               ("Other Debentures") and sold (if at all) to
                               other trusts to be established by the Company (if
                               any), in each case similar to the Trust ("Other
                               Trusts"), and will be unsecured and rank
                               subordinate and junior in right of payment to all
                               Senior Indebtedness to the extent and in the
                               manner set forth in the Indenture. See
                               "Description of New Securities-Description of New
                               Junior Subordinated Debentures."
                               
                               The New Guarantee will rank pari passu with the
                               Old Guarantee and all other guarantees (if any)
                               issued by the Company with respect to capital
                               securities (if any) to be issued by Other Trusts
                               ("Other Guarantees") and will constitute an
                               unsecured obligation of the Company and will rank
                               subordinate and junior in right of payment to all
                               Senior Indebtedness to the extent and in the
                               manner set forth in the Guarantee Agreement. See
                               "Description of New Securities- Description of
                               New Guarantee."

Redemption.................... The Trust Securities are subject to mandatory
                               redemption in a Like Amount, (i) in whole but not
                               in part, on the Stated Maturity Date upon
                               repayment of the Junior Subordinated Debentures,
                               (ii) prior to January 15, 2007, in whole but not
                               in part, at any time contemporaneously with the
                               optional prepayment of the Junior Subordinated
                               Debentures by the Company upon the occurrence and
                               continuation of a Special Event and (iii) on or
                               after January 15, 2007, in whole or in part, at
                               any time contemporaneously with the optional
                               prepayment by the Company of the Junior
                               Subordinated Debentures, in each case at the
                               applicable Redemption Price. See "Description of
                               New Securities-Description of New Capital
                               Securities-Redemption."

Rating........................ The New Capital Securities are expected to be
                               rated BBB- by Thomson BankWatch, Inc.

Absence of Market for the 
   New Capital Securities..... The New Capital Securities will be a new issue of
                               securities for which there currently is no
                               market. Although Bear, Stearns & Co. Inc. and
                               Sandler O'Neill & Partners, L.P., the initial
                               purchasers of the Old Capital Securities (the
                               "Initial Purchasers"), have informed the Company
                               and the Trust that they each currently intend to
                               make a market in the New Capital Securities, they
                               are not obligated to do so, and any such market
                               making may be discontinued at any time without
                               notice. Accordingly, there can be no assurance as
                               to the development or liquidity of any market for
                               the New Capital Securities. The Trust and the
                               Company do not intend to apply for listing of the
                               New Capital Securities on any securities exchange
                               or for quotation through Nasdaq. See "Plan of
                               Distribution."
                               

                                       13
<PAGE>
 
                                 RISK FACTORS
 
     Holders of the Old Capital Securities should consider carefully, in
addition to the other information contained in this Prospectus, the following
factors in connection with the Exchange Offer and the New Capital Securities
offered hereby.
 
RANKING OF SUBORDINATED OBLIGATIONS UNDER THE GUARANTEE AND THE 
   JUNIOR SUBORDINATED DEBENTURES
 
     The obligations of the Company under the Guarantee issued for the benefit
of the holders of Capital Securities, as well as under the Junior Subordinated
Debentures, will be unsecured and rank subordinate and junior in right of
payment to all Senior Indebtedness. In addition, in the case of a bankruptcy or
insolvency proceeding, the Company's obligations under the Guarantee will also
rank subordinate and junior in right of payment to all liabilities (other than
Other Guarantees) of the Company. At December 31, 1996, the aggregate principal
amount of outstanding Senior Indebtedness was approximately $6.6 million.
Because the Company is a bank holding company, the right of the Company to
participate in any distribution of assets of any subsidiary upon such
subsidiary's liquidation or reorganization or otherwise (and thus the ability of
holders of the Capital Securities to benefit indirectly from such distribution)
is subject to the prior claims of creditors of that subsidiary, except to the
extent that the Company may itself be recognized as a creditor of that
subsidiary. At December 31, 1996, the subsidiaries of the Company had total
liabilities (excluding liabilities owed to the Company) of approximately $1.1
billion. Accordingly, the Junior Subordinated Debentures will be effectively
subordinated to all existing and future liabilities of the Company's
subsidiaries, and holders of Junior Subordinated Debentures should look only to
the assets of the Company for payments on the Junior Subordinated Debentures.
None of the Indenture, the Guarantee or the Trust Agreement places any
limitation on the amount of secured or unsecured debt, including Senior
Indebtedness, that may be incurred by the Company. See "Description of New
Securities-Description of New Guarantee-Status of New Guarantee" and "-
Description of New Junior Subordinated Debentures-Subordination."
 
     The ability of the Trust to pay amounts due on the Capital Securities is
solely dependent upon the Company making payments on the Junior Subordinated
Debentures as and when required.
 
OPTION TO EXTEND INTEREST PAYMENT PERIOD; TAX CONSIDERATIONS
 
     So long as no Debenture Event of Default (as defined herein) shall have
occurred and be continuing, the Company will have the right under the Indenture
to defer payments of interest on the Junior Subordinated Debentures at any time
or from time to time for a period not exceeding 10 consecutive semi-annual
periods with respect to each Extension Period, provided that no Extension Period
may extend beyond the Stated Maturity Date. As a consequence of any such
deferral, semi-annual Distributions on the Capital Securities by the Trust will
be deferred (and the amount of Distributions to which holders of the Capital
Securities are entitled will accumulate additional Distributions thereon at the
rate of 9.65% per annum, compounded semi-annually, but not exceeding the
interest rate then accruing on the Junior Subordinated Debentures) from the
relevant payment date for such Distributions during any such Extension Period.
 
     Prior to the termination of any such Extension Period, the Company may
further extend such Extension Period, provided that such extension does not
cause such Extension Period to exceed 10 consecutive semi-annual periods or to
extend beyond the Stated Maturity Date. Upon the termination of any Extension
Period and the payment of all interest then accrued and unpaid on the Junior
Subordinated Debentures (together with interest thereon at the annual rate of
9.65%, compounded semi-annually, to the extent permitted by applicable law), the
Company may elect to begin a new Extension Period, subject to the above
requirements. There is no limitation on the number of times that the Company may
elect to begin an Extension Period. See "Description of New Securities-
Description of New Capital Securities-Distributions" and "-Description of New
Junior Subordinated Debentures-Option to Extend Interest Payment Date."
 
     Should the Company exercise its right to defer payments of interest on the
Junior Subordinated Debentures, each holder of Trust Securities will be required
to accrue income (as original issue discount ("OID")) in respect of the deferred
stated interest allocable to its Trust Securities for United States federal
income tax purposes, which will be allocated but not distributed to holders of
Trust Securities. As a result, each such holder of Capital Securities will
recognize income for United States federal income tax purposes in advance of the
receipt of cash and will not receive the cash related to such income from the
Trust if the holder disposes of the Capital Securities prior to the record date
for the payment of

                                       14
<PAGE>
 
Distributions thereafter. See "Certain United States Federal Income Tax
Considerations-Interest Income and Original Issue Discount" and "-Sales of
Capital Securities."
 
     Should the Company elect to exercise its right to defer payments of
interest on the Junior Subordinated Debentures in the future, the market price
of the Capital Securities is likely to be affected. A holder that disposes of
its Capital Securities during an Extension Period, therefore, might not receive
the same return on its investment as a holder that continues to hold its Capital
Securities. In addition, the mere existence of the Company's right to defer
payments of interest on the Junior Subordinated Debentures may cause the market
price of the Capital Securities to be more volatile than the market prices of
other securities that are not subject to such deferrals.
 
TAX EVENT REDEMPTION; POSSIBLE TAX LAW CHANGES AFFECTING THE CAPITAL SECURITIES

     Prior to January 15, 2007, upon the occurrence and continuation of a Tax
Event (as defined under "Description of New Securities-Description of New Junior
Subordinated Debentures-Special Event Prepayment"), the Company will have the
right to prepay the Junior Subordinated Debentures in whole (but not in part) at
the Special Event Prepayment Price within 90 days following the occurrence of
such Tax Event and therefore cause a mandatory redemption of the Trust
Securities at the Special Event Redemption Price. The exercise of such right is
subject to the Company having received prior approval of the Federal Reserve to
do so if then required under applicable guidelines or policies of the Federal
Reserve. See "Description of New Securities-Description of New Capital
Securities-Redemption."
 
     On February 6, 1997, as part of the Clinton Administration's Fiscal 1998
Budget Proposal, the Treasury Department proposed legislation (the "Proposed
Legislation") which would, among other things, generally deny corporate issuers
a deduction for interest in respect of certain debt obligations, such as the New
Junior Subordinated Debentures, issued on or after the date of "first committee
action," if such debt obligations had a maximum term in excess of 15 years and
are not shown as indebtedness on the issuer's applicable consolidated balance
sheet. The Proposed Legislation has not yet been introduced by any member of the
105th Congress. If the Proposed Legislation or any other legislation is enacted
by Congress, such enactment may give rise to a Tax Event, in which event the
Company, upon approval of the Federal Reserve if then required under applicable
capital guidelines or policies of the Federal Reserve, would be permitted to
cause a redemption of the Trust Securities at the Special Event Redemption Price
by electing to prepay the Junior Subordinated Debentures at the Special Event
Prepayment Price. See "Description of Capital Securities-Description of New
Capital Securities-Redemption," "-Description of New Junior Subordinated
Debentures-Special Event Prepayment" and "Certain Federal Income Tax
Considerations-Proposed Tax Legislation."
 
POSSIBLE ADVERSE EFFECT ON MARKET PRICES
 
     There can be no assurance as to the market prices for the New Capital
Securities or New Junior Subordinated Debentures distributed to the holders of
New Capital Securities if a termination of the Trust were to occur. Accordingly,
the New Capital Securities or the New Junior Subordinated Debentures may trade
at a discount from the price that the investor paid to purchase the New Capital
Securities. Because holders of Capital Securities may receive Junior
Subordinated Debentures in liquidation of the Trust and because Distributions
are otherwise limited to payments on the Junior Subordinated Debentures,
prospective purchasers of New Capital Securities are also making an investment
decision with regard to the New Junior Subordinated Debentures and should
carefully review all the information regarding the New Junior Subordinated
Debentures contained herein. See "Description of New Securities-Description of
New Junior Subordinated Debentures."
 
RIGHTS UNDER THE GUARANTEE
 
     The Bank of New York will act as Guarantee Trustee and will hold the
Guarantee for the benefit of the holders of the Capital Securities. The Bank of
New York will also act as Property Trustee and as Debenture Trustee under the
Indenture. The Bank of New York (Delaware) will act as Delaware Trustee under
the Trust Agreement. The Old Guarantee guarantees, and the New Guarantee will
guarantee, as the case may be, to the holders of the Capital Securities the
following payments, to the extent not paid by the Trust: (i) any accumulated and
unpaid Distributions required to be paid on the Capital Securities, to the
extent that the Trust has funds on hand legally available therefor at such time,
(ii) the applicable Redemption Price with respect to any Capital Securities
called for redemption, to the extent that the Trust has funds on hand legally
available therefor at such time, and (iii) upon a voluntary or involuntary
termination and liquidation of the Trust (unless the Junior Subordinated
Debentures are distributed to holders of the Capital Securities), the lesser of
(a) the aggregate of the Liquidation Amount and all accumulated and unpaid
Distributions to the date of 

                                       15
<PAGE>
 
payment, to the extent that the Trust has funds on hand legally available
therefor at such time and (b) the amount of assets of the Trust remaining
available for distribution to holders of the Capital Securities upon a
termination and liquidation of the Trust. The holders of a majority in
Liquidation Amount of the Capital Securities will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee in respect of the Guarantee or to direct the exercise of
any trust power conferred upon the Guarantee Trustee. Any holder of the Capital
Securities may institute a legal proceeding directly against the Company to
enforce its rights under the Guarantee without first instituting a legal
proceeding against the Trust, the Guarantee Trustee or any other person or
entity. If the Company defaults on its obligation to pay amounts payable under
the Junior Subordinated Debentures, the Trust will not have sufficient funds for
the payment of Distributions or amounts payable on liquidation of the Trust or
redemption of the Capital Securities or otherwise, and, in such event, holders
of the Capital Securities will not be able to rely upon the Guarantee for
payment of such amounts. Instead, in the event a Debenture Event of Default
shall have occurred and be continuing and such event is attributable to the
failure of the Company to pay principal of (or premium, if any) or interest on
the Junior Subordinated Debentures on the payment date on which such payment is
due and payable, then a holder of Capital Securities may institute a legal
proceeding directly against the Company for enforcement of payment to such
holder of the principal of (or premium, if any) or interest on such Junior
Subordinated Debentures having a principal amount equal to the Liquidation
Amount of the Capital Securities of such holder (a "Direct Action").
Notwithstanding any payments made to a holder of Capital Securities by the
Company in connection with a Direct Action, the Company shall remain obligated
to pay the principal of (and premium, if any) and interest on the Junior
Subordinated Debentures, and the Company shall be subrogated to the rights of
the holder of such Capital Securities with respect to payments on the Capital
Securities to the extent of any payments made by the Company to such holder in
any Direct Action. Except as described herein, holders of Capital Securities
will not be able to exercise directly any other remedy available to the holders
of the Junior Subordinated Debentures or to assert directly any other rights in
respect of the Junior Subordinated Debentures. See "Description of New
Securities-Description of New Junior Subordinated Debentures-Enforcement of
Certain Rights by Holders of Capital Securities," "-Description of New Junior
Subordinated Debentures-Debenture Events of Default" and "-Description of New
Guarantee." The Trust Agreement provides that each holder of Capital Securities
by acceptance thereof agrees to the provisions of the Indenture.
 
LIMITED VOTING RIGHTS
 
     Holders of Capital Securities will generally have limited voting rights
relating only to the modification of the Capital Securities, the termination or
liquidation of the Trust, and the exercise of the Trust's rights as holder of
Junior Subordinated Debentures. Holders of Capital Securities will not be
entitled to vote to appoint, remove or replace the Property Trustee or the
Delaware Trustee, and such voting rights are vested exclusively in the holder of
the Common Securities except upon the occurrence of certain events described
herein. The Property Trustee, the Administrative Trustees and the Company may
amend the Trust Agreement without the consent of holders of Capital Securities
to ensure that the Trust will be classified for United States federal income tax
purposes as a grantor trust even if such action adversely affects the interests
of such holders. See "Description of New Securities-Description of New Capital
Securities-Voting Rights; Amendment of the Trust Agreement" and "-Removal of
Issuer Trustees."
 
CONSEQUENCES OF A FAILURE TO EXCHANGE OLD CAPITAL SECURITIES
 
     The Old Capital Securities have not been registered under the Securities
Act or any state securities laws and therefore may not be offered, sold or
otherwise transferred except in compliance with the registration requirements of
the Securities Act and any other applicable securities laws, or pursuant to an
exemption therefrom or in a transaction not subject thereto, and in each case in
compliance with certain other conditions and restrictions. Old Capital
Securities which remain outstanding after consummation of the Exchange Offer
will continue to bear a legend reflecting such restrictions on transfer. In
addition, upon consummation of the Exchange Offer, holders of Old Capital
Securities which remain outstanding will not be entitled to any rights to have
such Old Capital Securities registered under the Securities Act or to any
similar rights under the Registration Rights Agreement (subject to certain
limited exceptions). The Company and the Trust do not intend to register under
the Securities Act any Old Capital Securities which remain outstanding after
consummation of the Exchange Offer (subject to such limited exceptions, if
applicable). To the extent that Old Capital Securities are tendered and accepted
in the Exchange Offer, a holder's ability to sell untendered Old Capital
Securities could be adversely affected.
 
     The New Capital Securities and any Old Capital Securities which remain
outstanding after consummation of the Exchange Offer will vote together as a
single class for purposes of determining whether holders of the requisite
percentage in outstanding Liquidation Amount thereof have taken certain actions
or exercised certain rights under the

                                       16
<PAGE>
 
Trust Agreement. See "Description of New Securities-Description of New Capital
Securities-Voting Rights; Amendment of the Trust Agreement."
 
     The Old Capital Securities provide, among other things, that, if a
registration statement relating to the Exchange Offer has not been filed by July
4, 1997 and declared effective by August 3, 1997, the Distribution rate borne by
the Old Capital Securities commencing on August 4, 1997 will increase by 0.25%
per annum until the Exchange Offer is consummated. Upon consummation of the
Exchange Offer, holders of Old Capital Securities will not be entitled to any
increase in the Distribution rate thereon or any further registration rights
under the Registration Rights Agreement, except under limited circumstances. See
"Description of Old Capital Securities."
 
ABSENCE OF PUBLIC MARKET
 
     The Old Capital Securities were issued to, and the Company believes the Old
Capital Securities are currently owned by, a relatively small number of
beneficial owners. The Old Capital Securities have not been registered under the
Securities Act and will be subject to restrictions on transferability if they
are not exchanged for the New Capital Securities. Although the New Capital
Securities generally may be resold or otherwise transferred by the holders (who
are not Affiliates of the Company or the Trust) without compliance with the
registration requirements under the Securities Act, they will constitute a new
issue of securities with no established trading market. Old Capital Securities
may be transferred by the holders thereof only in blocks having a Liquidation
Amount of not less than $100,000 (100 Old Capital Securities). New Capital
Securities may be transferred by the holders thereof in blocks having a
Liquidation Amount of $1,000 (one New Capital Security) or integral multiples
thereof. The Company and the Trust have been advised by the Initial Purchasers
that the Initial Purchasers presently intend to make a market in the New Capital
Securities. However, the Initial Purchasers are not obligated to do so and any
market-making activity with respect to the New Capital Securities may be
discontinued at any time without notice. In addition, such market-making
activity will be subject to the limits imposed by the Securities Act and the
Exchange Act and may be limited during the Exchange Offer. Accordingly, no
assurance can be given that an active public or other market will develop for
the New Capital Securities or the Old Capital Securities or as to the liquidity
of or the trading market for the New Capital Securities or the Old Capital
Securities. If an active public market does not develop, the market price and
liquidity of the New Capital Securities may be adversely affected.
 
     If a public trading market develops for the New Capital Securities, future
trading prices will depend on many factors, including, among other things,
prevailing interest rates, the Company's results and the market for similar
securities. Depending on prevailing interest rates, the market for similar
securities and other factors, including the financial condition of the Company,
the New Capital Securities may trade at a discount.
 
     Notwithstanding the registration of the New Capital Securities in the
Exchange Offer, holders who are Affiliates of the Company or the Trust may
publicly offer for sale or resell the New Capital Securities only in compliance
with the provisions of Rule 144 under the Securities Act.
 
     Each broker-dealer that receives New Capital Securities for its own account
in exchange for Old Capital Securities, where such Old Capital Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such New Capital Securities. See "Plan of
Distribution."

                                       17
<PAGE>
 
                      RATIOS OF EARNINGS TO FIXED CHARGES
 
     The following table sets forth the ratios of earnings to combined fixed
charges and preferred dividends of the Company for the respective periods
indicated.
  
                                                 YEARS ENDED DECEMBER 31,
                                           -------------------------------------
                                            1996    1995    1994    1993   1992
                                           ------  ------  ------  ------  -----

Ratio of Earnings to Combined Fixed 
Charges and Preferred Dividends:

   Excluding interest on deposits........  41.06x  63.39x  90.50x  16.55x  5.84x

   Including interest on deposits........   1.72x   1.67x   1.87x   1.76x  1.47x

     For purposes of computing the ratios of earnings to combined fixed charges
and preferred dividends, earnings represent net income (loss) before
extraordinary items and cumulative effect of changes in accounting principles,
plus applicable income taxes and fixed charges. Fixed charges, excluding
interest on deposits, include gross interest expense (other than on deposits)
and the proportion deemed representative of the interest factor of rent expense,
net of income from subleases. Fixed charges, including gross interest on
deposits, include all interest expense and the proportion deemed representative
of the interest factor of rent expense, net of income from subleases. Preferred
dividends represent the amount of pre-tax earnings required to cover any
preferred stock dividend requirements.

                                USE OF PROCEEDS

     Neither the Company nor the Trust will receive any cash proceeds from the
issuance of the New Capital Securities. In consideration for issuing the New
Capital Securities in exchange for Old Capital Securities as described in this
Prospectus, the Trust will receive Old Capital Securities in like Liquidation
Amount. The Old Capital Securities surrendered in exchange for the New Capital
Securities will be retired and canceled.

     The proceeds to the Trust (without giving effect to expenses of the
offering payable by the Company) from the offering of the Old Capital Securities
was $25,000,000. All of the proceeds from the sale of Old Capital Securities
were invested by the Trust in the Old Junior Subordinated Debentures. The
Company intends that the net proceeds from the sale of the Old Junior
Subordinated Debentures will be used for general corporate purposes, which may
include, but not be limited to, one or more of the following: investments in and
advances to the Company's subsidiary; financing of future acquisitions of
financial institutions, as well as banking and other assets; and purchases of
the Company's common stock. The precise amount and timing of the application of
such net proceeds for such corporate purposes will depend on the funding
requirements and the availability of other funds to the Company and its
subsidiary. Pending application by the Company of the net proceeds of such sale
from time to time for the intended corporate purposes as stated above, such net
proceeds may be temporarily invested in short-term interest bearing securities.

     The Capital Securities will be eligible to qualify as Tier 1 Capital under
the capital guidelines of the Federal Reserve.

                                       18
<PAGE>
 
                                 CAPITALIZATION

     The following table sets forth the audited consolidated capitalization of
the Company as of December 31, 1996, as adjusted to give effect to the issuance
of the Old Securities. The following data should be read in conjunction with the
financial information included in the Company's 1996 Annual Report on Form 10-K
which is incorporated herein by reference. See "Incorporation of Certain
Documents by Reference." The issuance of the New Securities in the Exchange
Offer will have no effect on the capitalization of the Company.

<TABLE>
<CAPTION>
 
                                                           DECEMBER 31, 1996
                                                         -----------------------
                                                                         AS
                                                           ACTUAL     ADJUSTED
                                                         ---------- ------------
                                                             (IN THOUSANDS)
<S>                                                      <C>          <C>
Long-term borrowings...................................   $  6,636    $  6,636
Company-Obligated Mandatory Redeemable Capital           
 Securities of Subsidiary Trust Holding Solely Junior
 Subordinated Debentures of the Company................         --      25,000
Stockholders' equity:
 Common stock-$1.00 par value-7,500,000 shares        
  authorized, 6,400,338 shares issued..................      6,400       6,400
 Capital surplus.......................................     36,218      36,218
 Retained earnings.....................................     68,742      68,742
 Unrealized securities gains, net of tax...............        736         736
                                                          --------    --------
  Total stockholders' equity...........................    112,096     112,096
                                                          --------    --------
  Total capitalization.................................   $118,732    $143,732
                                                          ========    ======== 
</TABLE>

                                       19
<PAGE>
 
                            SUMMARY FINANCIAL DATA

     The summary below should be read in connection with the financial
information included in the Company's 1996 Annual Report on Form 10-K.
<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,
                                            -------------------------------------------------------
                                                1996       1995       1994       1993       1992
                                            -----------  --------  ----------  --------  ----------
                                                   (DOLLARS IN THOUSANDS, EXCEPT PER SHARE)
<S>                                         <C>          <C>        <C>        <C>        <C>      
INCOME STATEMENT DATA:
Net interest income                         $   53,784   $ 43,689   $ 38,936   $ 32,971   $ 30,041
Provision for possible loan losses                 994        855        380        251        700
                                            ----------   --------   --------   --------   --------
Net interest income after provision for 
  possible loan losses                          52,790     42,834     38,556     32,720     29,341
Noninterest income                              14,999     12,500     11,218     10,547      8,612
Noninterest expense                             43,270     34,932     31,631     29,151     26,792
                                            ----------   --------   --------   --------   --------
Income before income taxes, 
  extraordinary items &                 
  cumulative effect of changes 
  in accounting principles                      24,519     20,402     18,143     14,116     11,161
Income tax expense                              (9,431)    (7,563)    (6,546)    (3,962)    (2,206)
                                            ----------   --------   --------   --------   --------
Income (Loss) before extraordinary 
  items & cumulative effect of change 
  in accounting principles                      15,088     12,839     11,597     10,154      8,955
Extraordinary items, net of tax                     --         --         --         --      2,206
Cumulative effect of change in 
  accounting principles                             --         --         --      1,318         --
Net income                                  $   15,088   $ 12,839   $ 11,597   $ 11,472   $ 11,161
                                            ==========   ========   ========   ========   ======== 

PER SHARE DATA (PRIMARY AND FULLY DILUTED):
  Income before extraordinary items & 
  cumulative effect of change in 
  accounting principles...................  $     2.33   $   2.01   $   1.80   $   1.77   $   1.70
  Net income..............................        2.33       2.01       1.80       2.01       2.17
  Book value..............................       17.52      15.80      13.21      12.27       9.94
  Cash dividends declared.................        0.34       0.29       0.25       0.21       0.05
Average common stock and common stock        
  equivalents (in thousands)..............       6,483      6,391      6,400      5,513      4,717

AVERAGE BALANCE SHEET DATA:
Loans.....................................  $  710,115   $577,887   $493,300   $412,306   $350,882
Total earning assets......................   1,015,932    851,238    761,993    657,882    611,279
Total assets..............................   1,150,987    963,967    865,413    743,637    690,097
Deposits..................................   1,032,045    862,219    778,194    666,933    617,970
Note payable..............................          --         --         --      3,000     10,500
Long-term borrowings......................       1,560        216         --         --         82
Stockholders' equity......................     102,806     90,870     80,789     67,354     51,728
 
</TABLE>
RECENT DEVELOPMENTS

     The discussion of recent developments contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Actual results could differ materially from those projected in such forward-
looking statements.

     Effective January 3, 1997, the Company sold its money order business
conducted through its subsidiary National Express Corporation. Under the terms
of the sale, the Company received an initial payment of $600,000, with
contingent payments of $250,000 to be received in each of 1998 and 1999 based
upon certain levels of business retained by the purchaser. The sale was 
accounted for as a disposal of a segment of a business. Consequently, the 
expected net gain from the disposal will be recognized in the Company's 
consolidated statement of income when the final proceeds are received. The 
operations of National Express Corporation were not material in relation to the
consolidated operations of the Company.

                              BFC CAPITAL TRUST I

     The Trust is a statutory business trust formed under Delaware law pursuant
to (i) the Trust Agreement executed by the Company, as Sponsor, The Bank of New
York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee,
and the three Administrative Trustees named therein, and (ii) the filing of a
certificate of trust with the Delaware Secretary of State on January 28, 1997.
The Trust exists for the purposes of (i) issuing and selling the Trust
Securities, (ii) using the proceeds from the sale of Trust Securities to acquire
the Junior Subordinated Debentures and, (iii) engaging in only those other
activities necessary, advisable or incidental thereto (such as registering the
transfer of the Trust Securities). Accordingly, the Junior Subordinated
Debentures will be the sole assets of the Trust, and payments

                                       20
<PAGE>
 
under the Junior Subordinated Debentures will be the sole revenues of the Trust.
All of the Common Securities are owned by the Company. The Common Securities
will rank pari passu, and payments will be made thereon pro rata, with the
Capital Securities, except that upon the occurrence and continuance of an event
of default under the Trust Agreement resulting from a Debenture Event of
Default, the rights of the Company as holder of the Common Securities to
payments in respect of Distributions and payments upon liquidation, redemption
or otherwise will be subordinated to the rights of the holders of the Capital
Securities. See "Description of New Securities-Description of New Capital
Securities-Subordination of Common Securities." The Company has acquired Common
Securities in a Liquidation Amount equal to at least 3% of the total capital of
the Trust. The Trust has a term of approximately 31 years, but may terminate
earlier as provided in the Trust Agreement. The Trust's business and affairs are
conducted by its trustees, each appointed by the Company as holder of the Common
Securities. The trustees for the Trust are The Bank of New York, as the Property
Trustee (the "Property Trustee"), The Bank of New York (Delaware), as the
Delaware Trustee (the "Delaware Trustee"), and three individual trustees (the
"Administrative Trustees") who are employees or officers of or affiliated with
the Company (collectively, the "Issuer Trustees"). The Bank of New York, as
Property Trustee, will act as sole indenture trustee under the Trust Agreement.
The Bank of New York will also act as indenture trustee under the Guarantee and
the Indenture. See "Description of New Securities-Description of New Guarantee"
and "-Description of New Junior Subordinated Debentures." The holder of the
Common Securities of the Trust or, if an Event of Default under the Trust
Agreement has occurred and is continuing, the holders of a majority in
Liquidation Amount of the Capital Securities will be entitled to appoint, remove
or replace the Property Trustee and/or the Delaware Trustee. In no event will
the holders of the Capital Securities have the right to vote to appoint, remove
or replace the Administrative Trustees; such voting rights will be vested
exclusively in the holder of the Common Securities. The duties and obligations
of each Issuer Trustee are governed by the Trust Agreement. The Company will pay
all fees, expenses, debts and obligations (other than the Trust Securities)
related to the Trust and the offering and exchange of the Capital Securities and
will pay, directly or indirectly, all ongoing costs, expenses and liabilities of
the Trust. The principal executive office of the Trust is c/o BancFirst
Corporation, 101 North Broadway, Suite 200, Oklahoma City, Oklahoma 73102.

                             BANCFIRST CORPORATION

     The Company is a registered bank holding company organized in 1984 under
Oklahoma law. It conducts substantially all of its operating activities through
its wholly-owned subsidiary, BancFirst, a state-chartered, Federal Reserve
member bank headquartered in Oklahoma City, Oklahoma. Through BancFirst, the
Company provides a full range of commercial banking services to retail customers
and small to medium-sized businesses both in the non-metropolitan trade centers
of Oklahoma and the metropolitan markets of Oklahoma City, Tulsa, Norman,
Muskogee and Shawnee.

     As of December 31, 1996, on a consolidated basis, the Company had total
assets of $1.2 billion, total deposits of $1.1 billion and total stockholders'
equity of $112.0 million. BancFirst maintained 49 banking locations serving 28
communities across central and eastern Oklahoma as of December 31, 1996. The
Company's primary lending activity is the financing of business and industry in
its market areas. As of December 31, 1996, the Company employed, in the
aggregate, approximately 788 full-time equivalent employees.

                              THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

     In connection with the sale of the Old Capital Securities, the Company and
the Trust entered into the Registration Rights Agreement with the Initial
Purchasers, pursuant to which the Company and the Trust agreed to file and to
use their best efforts to cause to become effective with the Commission a
registration statement with respect to the exchange of the Old Capital
Securities for the New Capital Securities. A copy of the Registration Rights
Agreement has been filed as an exhibit to the Registration Statement of which
this Prospectus is a part.

     The Exchange Offer is being made to satisfy the contractual obligations of
the Company and the Trust under the Registration Rights Agreement. The form and
terms of the New Capital Securities are the same as the form and terms of the
Old Capital Securities, except that the New Capital Securities have been
registered under the Securities Act and will not be subject to the $100,000
minimum Liquidation Amount transfer restriction and certain other restrictions
on transfer applicable to the Old Capital Securities and will not provide for
any increase in the distribution rate thereon. In that regard, the Old Capital
Securities provide, among other things, that, if a registration statement
relating to the 

                                       21
<PAGE>
 
Exchange Offer has not been filed by July 4, 1997 and declared effective by
August 3, 1997, the distribution rate borne by the Old Capital Securities
commencing on August 4, 1997 will increase by 0.25% per annum until the Exchange
Offer is consummated. Upon consummation of the Exchange Offer, holders of Old
Capital Securities will not be entitled to any increase in the distribution rate
thereon or any further registration rights under the Registration Rights
Agreement, except under limited circumstances. See "Risk Factors-Consequences of
a Failure to Exchange Old Capital Securities" and "Description of Old Capital
Securities."

     The Exchange Offer is not being made to, nor will the Trust accept tenders
for exchange from, holders of Old Capital Securities in any jurisdiction in
which the Exchange Offer or the acceptance thereof would not be in compliance
with the securities or blue sky laws of such jurisdiction.

     Unless the context requires otherwise, the term "holder" with respect to
the Exchange Offer means any person in whose name the Old Capital Securities are
registered on the books of the Trust or any other person who has obtained a
properly completed bond power from such holder, or any person whose Old Capital
Securities are held of record by The Depository Trust Company ("DTC") who
desires to deliver such Old Capital Securities by book-entry transfer at DTC.

     Pursuant to the Exchange Offer, the Company will also exchange the Old
Junior Subordinated Debentures, in an amount corresponding to the Old Capital
Securities accepted for exchange, for a like aggregate principal amount of the
New Junior Subordinated Debentures. Promptly after the Expiration Date, the
Company will execute the New Guarantee for the benefit of the holders from time
to time of the New Capital Securities. The New Guarantee and New Junior
Subordinated Debentures have been registered under the Securities Act.

TERMS OF THE EXCHANGE OFFER

     The Trust hereby offers, upon the terms and subject to the conditions set
forth in this Prospectus and in the accompanying Letter of Transmittal, to
exchange up to $25,000,000 aggregate Liquidation Amount of New Capital
Securities for a like aggregate Liquidation Amount of Old Capital Securities
properly tendered on or prior to the Expiration Date and not properly withdrawn
in accordance with the procedures described below. The Trust will issue,
promptly after the Expiration Date, an aggregate Liquidation Amount of up to
$25,000,000 of New Capital Securities in exchange for a like principal amount of
outstanding Old Capital Securities tendered and accepted in connection with the
Exchange Offer. Holders may tender their Old Capital Securities in whole or in
part in a Liquidation Amount of not less than $100,000 (100 Capital Securities)
or any integral multiple of $1,000 Liquidation Amount (one Capital Security) in
excess thereof.

     The Exchange Offer is not conditioned upon any minimum Liquidation Amount
of Old Capital Securities being tendered. As of the date of this Prospectus,
$25,000,000 aggregate Liquidation Amount of the Old Capital Securities is
outstanding.

     Holders of Old Capital Securities do not have any appraisal or dissenters'
rights in connection with the Exchange Offer. Old Capital Securities which are
not tendered for or are tendered but not accepted in connection with the
Exchange Offer will remain outstanding and be entitled to the benefits of the
Trust Agreement, but will not be entitled to any further registration rights
under the Registration Rights Agreement, except under limited circumstances. See
"Risk Factors-Consequences of a Failure to Exchange Old Capital Securities" and
"Description of Old Securities."

     If any tendered Old Capital Securities are not accepted for exchange
because of an invalid tender, the occurrence of certain other events set forth
herein or otherwise, certificates for any such unaccepted Old Capital Securities
will be returned, without expense, to the tendering holder thereof promptly
after the Expiration Date.

     Holders who tender Old Capital Securities in connection with the Exchange
Offer will not be required to pay brokerage commissions or fees or, subject to
the instructions in the Letter of Transmittal, transfer taxes with respect to
the exchange of Old Capital Securities in connection with the Exchange Offer.
The Company will pay all charges and expenses, other than certain applicable
taxes described below, in connection with the Exchange Offer. See "-Fees and
Expenses."

     NEITHER THE COMPANY, THE BOARD OF DIRECTORS OF THE COMPANY NOR ANY ISSUER
TRUSTEE OF THE TRUST MAKES ANY RECOMMENDATION TO HOLDERS OF OLD CAPITAL
SECURITIES 

                                       22
<PAGE>
 
AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THEIR
OLD CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER. IN ADDITION, NO ONE HAS
BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF OLD CAPITAL
SECURITIES MUST MAKE THEIR OWN DECISION WHETHER TO TENDER PURSUANT TO THE
EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT OF OLD CAPITAL SECURITIES TO
TENDER BASED ON SUCH HOLDERS' OWN FINANCIAL POSITION AND REQUIREMENTS.

     The term "Expiration Date" means 5:00 p.m., New York City time, on _____,
1997 unless the Exchange Offer is extended by the Company or the Trust (in which
case the term "Expiration Date" shall mean the latest date and time to which the
Exchange Offer is extended).

     The Company and the Trust expressly reserve the right in their sole and
absolute discretion, subject to applicable law, at any time and from time to
time, (i) to delay the acceptance of the Old Capital Securities for exchange,
(ii) to terminate the Exchange Offer (whether or not any Old Capital Securities
have theretofore been accepted for exchange) if the Trust determines, in its
sole and absolute discretion, that any of the events or conditions referred to
under "-Conditions to the Exchange Offer" have occurred or exist or have not
been satisfied, (iii) to extend the Expiration Date of the Exchange Offer and
retain all Old Capital Securities tendered pursuant to the Exchange Offer,
subject, however, to the right of holders of Old Capital Securities to withdraw
their tendered Old Capital Securities as described under "-Withdrawal Rights,"
and (iv) to waive any condition or otherwise amend the terms of the Exchange
Offer in any respect. If the Exchange Offer is amended in a manner determined by
the Company and the Trust to constitute a material change, or if the Company and
the Trust waive a material condition of the Exchange Offer, the Company and the
Trust will promptly disclose such amendment by means of a prospectus supplement
that will be distributed to the holders of the Old Capital Securities, and the
Company and the Trust will extend the Exchange Offer to the extent required by
Rule 14e-1 under the Exchange Act.

     Any such delay in acceptance, extension, termination or amendment will be
followed promptly by oral or written notice thereof to the Exchange Agent and by
making a public announcement thereof, and such announcement in the case of an
extension will be made no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. Without limiting
the manner in which the Company and the Trust may choose to make any public
announcement and subject to applicable law, the Company and the Trust shall have
no obligation to publish, advertise or otherwise communicate any such public
announcement other than by issuing a release to an appropriate news agency.

ACCEPTANCE FOR EXCHANGE AND ISSUANCE OF NEW CAPITAL SECURITIES

     Upon the terms and subject to the conditions of the Exchange Offer, the
Trust will exchange, and will issue to the Exchange Agent, New Capital
Securities for Old Capital Securities validly tendered and not withdrawn
promptly after the Expiration Date.

     In all cases, delivery of New Capital Securities in exchange for Old
 Capital Securities tendered and accepted for exchange pursuant to the Exchange
 Offer will be made only after timely receipt by the Exchange Agent of (i) Old
 Capital Securities or a book-entry confirmation of a book-entry transfer of Old
 Capital Securities into the Exchange Agent's account at DTC, (ii) the Letter of
 Transmittal (or facsimile thereof), properly completed and duly executed, with
 any required signature guarantees, and (iii) any other documents required by
 the Letter of Transmittal.

     The term "book-entry confirmation" means a timely confirmation of a book-
entry transfer of Old Capital Securities into the Exchange Agent's account at
DTC.

     Subject to the terms and conditions of the Exchange Offer, the Trust will
be deemed to have accepted for exchange, and thereby exchanged, Old Capital
Securities validly tendered and not withdrawn as, if and when the Trust gives
oral or written notice to the Exchange Agent of the Trust's acceptance of such
Old Capital Securities for exchange pursuant to the Exchange Offer. The Exchange
Agent will act as agent for the Trust for the purpose of receiving tenders of
Old Capital Securities, Letters of Transmittal and related documents, and as
agent for tendering holders for the purpose of receiving Old Capital Securities,
Letters of Transmittal and related documents and transmitting New Capital
Securities to validly tendering holders. Such exchange will be made promptly
after the Expiration Date. If for any reason whatsoever, acceptance for exchange
or the exchange of any Old Capital Securities tendered pursuant to the Exchange
Offer is delayed (whether before or after the Trust's acceptance for exchange of
Old Capital Securities) or the Trust 

                                       23
<PAGE>
 
extends the Exchange Offer or is unable to accept for exchange or exchange Old
Capital Securities tendered pursuant to the Exchange Offer, then, without
prejudice to the Trust's rights set forth herein, the Exchange Agent may,
nevertheless, on behalf of the Trust and subject to Rule 14e-1(c) under the
Exchange Act, retain tendered Old Capital Securities and such Old Capital
Securities may not be withdrawn except to the extent tendering holders are
entitled to withdrawal rights as described under "-Withdrawal Rights."

     Pursuant to the Letter of Transmittal, a holder of Old Capital Securities
will warrant and agree in the Letter of Transmittal that it has full power and
authority to tender, exchange, sell, assign and transfer Old Capital Securities,
that the Trust will acquire good, marketable and unencumbered title to the
tendered Old Capital Securities, free and clear of all liens, restrictions,
charges and encumbrances, and the Old Capital Securities tendered for exchange
are not subject to any adverse claims or proxies. The holder also will warrant
and agree that it will, upon request, execute and deliver any additional
documents deemed by the Trust or the Exchange Agent to be necessary or desirable
to complete the exchange, sale, assignment, and transfer of the Old Capital
Securities tendered pursuant to the Exchange Offer.

PROCEDURES FOR TENDERING OLD CAPITAL SECURITIES

     VALID TENDER. Except as set forth below, in order for Old Capital
Securities to be validly tendered pursuant to the Exchange Offer, a properly
completed and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees and any other required documents, must be
received by the Exchange Agent at one of its addresses set forth under "-
Exchange Agent," and either (i) tendered Old Capital Securities must be received
by the Exchange Agent, or (ii) such Old Capital Securities must be tendered
pursuant to the procedures for book-entry transfer set forth below and a book-
entry confirmation must be received by the Exchange Agent, in each case on or
prior to the Expiration Date, or (iii) the guaranteed delivery procedures set
forth below must be complied with.

     If less than all of the Old Capital Securities are tendered, a tendering
holder should fill in the amount of Old Capital Securities being tendered in the
appropriate box on the Letter of Transmittal. The entire amount of Old Capital
Securities delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated.

     THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER,
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL, RETURN RECEIPT REQUESTED,
PROPERLY INSURED, OR AN OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

     Book Entry Transfer. The Exchange Agent will establish an account with
respect to the Old Capital Securities at DTC for purposes of the Exchange Offer
within two business days after the date of this Prospectus. Any financial
institution that is a participant in DTC's book-entry transfer facility system
may make a book-entry delivery of the Old Capital Securities by causing DTC to
transfer such Old Capital Securities into the Exchange Agent's account at DTC in
accordance with DTC's procedures for transfers. However, although delivery of
Old Capital Securities may be effected through book-entry transfer into the
Exchange Agent's account at DTC, the Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees and any other required documents, must in any case be delivered to
and received by the Exchange Agent at its address set forth under "-Exchange
Agent" on or prior to the Expiration Date, or the guaranteed delivery procedure
set forth below must be complied with.

     DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

     SIGNATURE GUARANTEES. Certificates for the Old Capital Securities need not
be endorsed and signature guarantees on the Letter of Transmittal are
unnecessary unless (a) a certificate for the Old Capital Securities is
registered in a name other than that of the person surrendering the certificate
or (b) such holder completes the box entitled "Special Issuance Instructions" or
"Special Delivery Instructions" in the Letter of Transmittal. In the case of (a)
or (b) above, such certificates for Old Capital Securities must be duly endorsed
or accompanied by a properly executed bond power, with the endorsement or
signature on the bond power and on the Letter of Transmittal guaranteed by a
firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an
"eligible guarantor institution," including (as such terms are defined therein):
(i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or
government securities broker or dealer; (iii) a credit union; (iv) a national
securities exchange, registered securities association or clearing agency; or

                                       24
<PAGE>
 
(v) a savings association that is a participant in a Securities Transfer
Association (each of the foregoing, an Eligible Institution"), unless
surrendered on behalf of such Eligible Institution. See Instruction 1 to the
Letter of Transmittal.

     GUARANTEED DELIVERY. If a holder desires to tender Old Capital Securities
pursuant to the Exchange Offer and the certificates for such Old Capital
Securities are not immediately available or time will not permit all required
documents to reach the Exchange Agent on or prior to the Expiration Date, or the
procedure for book-entry transfer cannot be completed on a timely basis, such
Old Capital Securities may nevertheless be tendered, provided that all of the
following guaranteed delivery procedures are complied with:

     (a) such tenders are made by or through an Eligible Institution;

     (b) a properly completed and duly executed Notice of Guaranteed Delivery,
         substantially in the form accompanying the Letter of Transmittal, is
         received by the Exchange Agent, as provided below, on or prior to the
         Expiration Date; and

     (c) the certificates (or a book-entry confirmation) representing all
         tendered Old Capital Securities, in proper form for transfer, together
         with a properly completed and duly executed Letter of Transmittal (or
         facsimile thereof), with any required signature guarantees and any
         other documents required by the Letter of Transmittal, are received by
         the Exchange Agent within three New York Stock Exchange trading days
         after the date of execution of such Notice of Guaranteed Delivery.
 
     The Notice of Guaranteed Delivery may be delivered by hand, or transmitted
by facsimile or mail to the Exchange Agent and must include a guarantee by an
Eligible Institution in the form set forth in such notice.

     Notwithstanding any other provision hereof, the delivery of New Capital
Securities in exchange for Old Capital Securities tendered and accepted for
exchange pursuant to the Exchange Offer will in all cases be made only after
timely receipt by the Exchange Agent of Old Capital Securities, or of a book-
entry confirmation with respect to such Old Capital Securities, and a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
together with any required signature guarantees and any other documents required
by the Letter of Transmittal. Accordingly, the delivery of New Capital
Securities might not be made to all tendering holders at the same time, and will
depend upon when Old Capital Securities, book-entry confirmations with respect
to Old Capital Securities and other required documents are received by the
Exchange Agent.

     The Trust's acceptance for exchange of Old Capital Securities tendered
pursuant to any of the procedures described above will constitute a binding
agreement between the tendering holder and the Trust upon the terms and subject
to the conditions of the Exchange Offer.

     DETERMINATION OF VALIDITY. All questions as to the form of documents,
validity, eligibility (including time of receipt) and acceptance for exchange of
any tendered Old Capital Securities will be determined by the Company and the
Trust, in their sole discretion, whose determination shall be final and binding
on all parties. The Company and the Trust reserve the absolute right, in their
sole and absolute discretion, to reject any and all tenders determined by them
not to be in proper form or the acceptance of which, or exchange for, may, in
the opinion of counsel to the Company and the Trust, be unlawful. The Company
and the Trust also reserve the absolute right, subject to applicable law, to
waive any of the conditions of the Exchange Offer as set forth under "-
Conditions to the Exchange Offer" or any condition or irregularity in any tender
of Old Capital Securities of any particular holder whether or not similar
conditions or irregularities are waived in the case of other holders.

     The interpretation by the Company and the Trust of the terms and conditions
of the Exchange Offer (including the Letter of Transmittal and the instructions
thereto) will be final and binding. No tender of Old Capital Securities will be
deemed to have been validly made until all irregularities with respect to such
tender have been cured or waived. Neither the Company, the Trust, any affiliates
or assigns of the Company or the Trust, the Exchange Agent nor any other person
shall be under any duty to give any notification of any irregularities in
tenders or incur any liability for failure to give any such notification.

     If any Letter of Transmittal, endorsement, bond power, power of attorney,
or any other document required by the Letter of Transmittal is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and unless 

                                       25
<PAGE>
 
waived by the Company and the Trust, proper evidence satisfactory to the Company
and the Trust, in their sole discretion, of such person's authority to so act
must be submitted.

     A beneficial owner of Old Capital Securities that are held by or registered
in the name of a broker, dealer, commercial bank, trust company or other nominee
or custodian is urged to contact such entity promptly if such beneficial holder
wishes to participate in the Exchange Offer.

RESALES OF NEW CAPITAL SECURITIES

     The Trust is making the Exchange Offer for the New Capital Securities in
reliance on the position of the Staff as set forth in certain interpretive
letters addressed to third parties in other transactions. However, neither the
Company nor the Trust sought its own interpretive letter and there can be no
assurance that the Staff would make a similar determination with respect to the
Exchange Offer as it has in such interpretive letters to third parties. Based on
these interpretations by the Staff, and subject to the two immediately following
sentences, the Company and the Trust believe that New Capital Securities issued
pursuant to this Exchange Offer in exchange for Old Capital Securities may be
offered for resale, resold and otherwise transferred by a holder thereof (other
than a holder who is a broker-dealer) without further compliance with the
registration and prospectus delivery requirements of the Securities Act,
provided that such New Capital Securities are acquired in the ordinary course of
such holder's business and that such holder is not participating, and has no
arrangement or understanding with any person to participate, in a distribution
(within the meaning of the Securities Act) of such New Capital Securities.
However, any holder of Old Capital Securities who is an Affiliate of the Company
or the Trust or who intends to participate in the Exchange Offer for the purpose
of distributing New Capital Securities, or any broker-dealer who purchased Old
Capital Securities from the Trust for resale pursuant to Rule 144A or any other
available exemption under the Securities Act, (a) will not be able to rely on
the interpretations of the Staff set forth in the above-mentioned interpretive
letters, (b) will not be permitted or entitled to tender such Old Capital
Securities in the Exchange Offer and (c) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
sale or other transfer of such Old Capital Securities unless such sale is made
pursuant to an exemption from such requirements. In addition, as described
below, if any broker-dealer holds Old Capital Securities acquired for its own
account as a result of market-making or other trading activities and exchanges
such Old Capital Securities for New Capital Securities, then such broker-dealer
must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of such New Capital Securities.

     Each holder of Old Capital Securities who wishes to exchange Old Capital
Securities for New Capital Securities in the Exchange Offer will be required to
represent that (i) it is not an Affiliate of the Company or the Trust, (ii) any
New Capital Securities to be received by it are being acquired in the ordinary
course of its business, (iii) it has no arrangement or understanding with any
person to participate in a distribution (within the meaning of the Securities
Act) of such New Capital Securities, and (iv) if such holder is not a broker-
dealer, such holder is not engaged in, and does not intend to engage in, a
distribution (within the meaning of the Securities Act) of such New Capital
Securities. In addition, the Company and the Trust may require such holder, as a
condition to such holder's eligibility to participate in the Exchange Offer, to
furnish to the Company and the Trust (or an agent thereof) in writing
information as to the number of "beneficial owners" (within the meaning of Rule
13d-3 under the Exchange Act) on behalf of whom such holder holds the Capital
Securities to be exchanged in the Exchange Offer. Each broker-dealer that
receives New Capital Securities for its own account pursuant to the Exchange
Offer must acknowledge that it acquired the Old Capital Securities for its own
account as the result of market-making activities or other trading activities
and must agree that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Capital Securities. The
Letter of Transmittal states that, by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. Based on the position
taken by the Staff in the interpretive letters referred to above, the Company
and the Trust believe that Participating Broker-Dealers who acquired Old Capital
Securities for their own accounts as a result of market-making activities or
other trading activities may fulfill their prospectus delivery requirements with
respect to the New Capital Securities received upon exchange of such Old Capital
Securities (other than Old Capital Securities which represent an unsold
allotment from the original sale of the Old Capital Securities) with a
prospectus meeting the requirements of the Securities Act, which may be the
prospectus prepared for an exchange offer so long as it contains a description
of the plan of distribution with respect to the resale of such New Capital
Securities. Accordingly, this Prospectus, as it may be amended or supplemented
from time to time, may be used by a Participating Broker-Dealer during the
period referred to below in connection with resales of New Capital Securities
received in exchange for Old Capital Securities where such Old Capital
Securities were acquired by such Participating Broker-Dealer for its own account
as a result of market-making or other trading activities. Subject 

                                       26
<PAGE>
 
to certain provisions set forth in the Registration Rights Agreement, the
Company and the Trust have agreed that this Prospectus, as it may be amended or
supplemented from time to time, may be used by a Participating Broker-Dealer in
connection with resales of such New Capital Securities for a period ending 90-
days after the Expiration Date (subject to extension under certain limited
circumstances described below) or, if earlier, when all such New Capital
Securities have been disposed of by such Participating Broker-Dealer. See "Plan
of Distribution." However, a Participating Broker-Dealer who intends to use this
Prospectus in connection with the resale of New Capital Securities received in
exchange for Old Capital Securities pursuant to the Exchange Offer must notify
the Company or the Trust, or cause the Company or the Trust to be notified, on
or prior to the Expiration Date, that it is a Participating Broker-Dealer. Such
notice may be given in the space provided for that purpose in the Letter of
Transmittal or may be delivered to the Exchange Agent at one of the addresses
set forth herein under "-Exchange Agent." Any Participating Broker-Dealer who is
an Affiliate of the Company or the Trust may not rely on such interpretive
letters and must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction.

     In that regard, each Participating Broker-Dealer who surrenders Old Capital
Securities pursuant to the Exchange Offer will be deemed to have agreed, by
execution of the Letter of Transmittal, that, upon receipt of notice from the
Company or the Trust of the occurrence of any event or the discovery of any fact
which makes any statement contained or incorporated by reference in this
Prospectus untrue in any material respect or which causes this Prospectus to
omit to state a material fact necessary in order to make the statements
contained or incorporated by reference herein, in light of the circumstances
under which they were made, not misleading or of the occurrence of certain other
events specified in the Registration Rights Agreement, such Participating 
Broker-Dealer will suspend the sale of New Capital Securities (or the New
Guarantee or the New Junior Subordinated Debentures, as applicable) pursuant to
this Prospectus until the Company or the Trust has amended or supplemented this
Prospectus to correct such misstatement or omission and has furnished copies of
the amended or supplemented Prospectus to such Participating Broker-Dealer or
the Company or the Trust has given notice that the sale of the New Capital
Securities (or the New Guarantee or the New Junior Subordinated Debentures, as
applicable) may be resumed, as the case may be. If the Company or the Trust
gives such notice to suspend the sale of the New Capital Securities (or the New
Guarantee or the New Junior Subordinated Debentures, as applicable), it shall
extend the 90-day period-referred to above during which Participating Broker-
Dealers are entitled to use this Prospectus in connection with the resale of New
Capital Securities by the number of days during the period from and including
the date of the giving of such notice to and including the date when
Participating Broker-Dealers shall have received copies of the amended or
supplemented Prospectus necessary to permit resales of the New Capital
Securities or to and including the date on which the Company or the Trust has
given notice that the sale of New Capital Securities (or the New Guarantee or
the New Junior Subordinated Debentures, as applicable) may be resumed, as the
case may be.

WITHDRAWAL RIGHTS

     Except as otherwise provided herein, tenders of Old Capital Securities may
be withdrawn at any time on or prior to the Expiration Date.

     In order for a withdrawal to be effective, a written or facsimile
transmission of such notice of withdrawal must be timely received by the
Exchange Agent at one of its addresses set forth under "-Exchange Agent" on or
prior to the Expiration Date. Any such notice of withdrawal must specify the
name of the person who tendered the Old Capital Securities to be withdrawn, the
aggregate principal amount of Old Capital Securities to be withdrawn, and (if
certificates for such Old Capital Securities have been tendered) the name of the
registered holder of the Old Capital Securities as set forth on the Old Capital
Securities, if different from that of the person who tendered such Old Capital
Securities. If Old Capital Securities have been delivered or otherwise
identified to the Exchange Agent, then prior to the physical release of such Old
Capital Securities, the tendering holder must submit the serial numbers shown on
the particular Old Capital Securities to be withdrawn and the signature on the
notice of withdrawal must be guaranteed by an Eligible Institution, except in
the case of Old Capital Securities tendered for the account of an Eligible
Institution. If Old Capital Securities have been tendered pursuant to the
procedures for book-entry transfer set forth in "-Procedures for Tendering Old
Capital Securities," the notice of withdrawal must specify the name and number
of the account at DTC to be credited with the withdrawal of Old Capital
Securities, in which case a notice of withdrawal will be effective if delivered
to the Exchange Agent by written or facsimile transmission. Withdrawals of
tenders of Old Capital Securities may not be rescinded. Old Capital Securities
properly withdrawn will not be deemed validly tendered for purposes of the
Exchange Offer, but may be retendered at any subsequent time on or prior to the
Expiration Date by following any of the procedures described above under "-
Procedures for Tendering Old Capital Securities."

                                       27
<PAGE>
 
        All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by the Trust, in its
sole discretion, whose determination shall be final and binding on all parties.
Neither the Company, the Trust, any affiliates or assigns of the Company or the
Trust, the Exchange Agent nor any other person shall be under any duty to give
any notification of any irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification. Any Old Capital Securities
which have been tendered but which are withdrawn will be returned to the holder
thereof promptly after withdrawal.

DISTRIBUTIONS ON NEW CAPITAL SECURITIES
        
        Holders of Old Capital Securities whose Old Capital Securities are
accepted for exchange will not receive Distributions on such Old Capital
Securities and will be deemed to have waived the right to receive any
Distributions on such Old Capital Securities accumulated from and including
February 4, 1997. Accordingly, holders of New Capital Securities as of the
record date for the payment of Distributions on July 15, 1997 will be entitled
to receive Distributions accumulated from and including February 4, 1997.

CONDITIONS TO THE EXCHANGE OFFER

        Notwithstanding any other provisions of the Exchange Offer, or any
extension of the Exchange Offer, the Company and the Trust will not be required
to accept for exchange, or to exchange, any Old Capital Securities for any New
Capital Securities, and, as described below, may terminate the Exchange Offer
(whether or not any Old Capital Securities have theretofore been accepted for
exchange) or may waive any conditions to or amend the Exchange Offer, if any of
the following conditions has occurred or exists or has not been satisfied:

        (a) there shall occur a change in the current interpretation by the
            Staff which permits the New Capital Securities issued pursuant to
            the Exchange Offer in exchange for Old Capital Securities to be
            offered for resale, resold and otherwise transferred by holders
            thereof (other than broker-dealers and any such holder which is an
            Affiliate of the Company or the Trust) without compliance with the
            registration and prospectus delivery provisions of the Securities
            Act provided that such New Capital Securities are acquired in the
            ordinary course of such holders' business and such holders have no
            arrangement or understanding with any person to participate in the
            distribution of such New Capital Securities; or

        (b) any law, statute, rule or regulation shall have been adopted or
            enacted which, in the judgment of the Company or the Trust, would
            reasonably be expected to impair its ability to proceed with the
            Exchange Offer; or

        (c) a stop order shall have been issued by the Commission or any state
            securities authority suspending the effectiveness of the
            Registration Statement or proceedings shall have been initiated or,
            to the knowledge of the Company or the Trust, threatened for that
            purpose or any governmental approval has not been obtained, which
            approval the Company or the Trust shall, in its sole discretion,
            deem necessary for the consummation of the Exchange Offer as
            contemplated hereby.

        If the Company or the Trust determines in its sole and absolute
discretion that any of the foregoing events or conditions has occurred or exists
or has not been satisfied, it may, subject to applicable law, terminate the
Exchange Offer (whether or not any Old Capital Securities have theretofore been
accepted for exchange) or may waive any such condition or otherwise amend the
terms of the Exchange Offer in any respect. If such waiver or amendment
constitutes a material change to the Exchange Offer, the Company or the Trust
will promptly disclose such waiver or amendment by means of a prospectus
supplement that will be distributed to the registered holders of the Old Capital
Securities and will extend the Exchange Offer to the extent required by Rule 
14e-1 under the Exchange Act.

EXCHANGE AGENT

        The Bank of New York has been appointed as Exchange Agent for the
Exchange Offer. Delivery of the Letters of Transmittal and any other required
documents, questions, requests for assistance, and requests for additional
copies of this Prospectus or of the Letter of Transmittal should be directed to
the Exchange Agent as follows:

                                       28
<PAGE>
 
   BY REGISTERED OR CERTIFIED MAIL:             BY HAND OR OVERNIGHT DELIVERY:
   -------------------------------              -----------------------------
       The Bank of New York                        The Bank of New York
      101 Barclay Street, 7E                      101 Barclay Street, 7E
     New York, New York 10286                    New York, New York 10286
 Attention:  Reorganization Department,   Attention:  Reorganization Department,
          George Johnson                              George Johnson
 
                             CONFIRM BY TELEPHONE:
                                (212) 815-4997

                           FACSIMILE TRANSMISSIONS:
                         (Eligible Institutions Only)
                                (212) 571-3080

        Delivery to other than the above addresses or facsimile number will not
constitute a valid delivery.

FEES AND EXPENSES

        The Company has agreed to pay the Exchange Agent reasonable and
customary fees for its services and will reimburse it for its reasonable out-
of-pocket expenses in connection therewith. The Company will also pay brokerage
houses and other custodians, nominees and fiduciaries the reasonable out-of-
pocket expenses incurred by them in forwarding copies of this Prospectus and
related documents to the beneficial owners of Old Capital Securities, and in
handling or tendering for their customers.

        Holders who tender their Old Capital Securities for exchange will not be
obligated to pay any transfer taxes in connection therewith. If, however, New
Capital Securities are to be delivered to, or are to be issued in the name of,
any person other than the registered holder of the Old Capital Securities
tendered, or if a transfer tax is imposed for any reason other than the exchange
of Old Capital Securities in connection with the Exchange Offer, then the amount
of any such transfer taxes (whether imposed on the registered holder or any
other persons) will be payable by the tendering holder. If satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted with the Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.

        Neither the Company nor the Trust will make any payment to brokers,
dealers or other nominees soliciting acceptances of the Exchange Offer.

                         DESCRIPTION OF NEW SECURITIES

DESCRIPTION OF NEW CAPITAL SECURITIES

        Pursuant to the terms of the Trust Agreement, the Trust has issued the
Old Capital Securities and the Common Securities and will issue the New Capital
Securities pursuant to the Exchange Offer. The New Capital Securities will
represent preferred beneficial interests in the Trust and the holders of the New
Capital Securities and the Old Capital Securities will be entitled to a
preference over the Common Securities in certain circumstances with respect to
Distributions and amounts payable on redemption of the Trust Securities or
liquidation of the Trust. See "-Subordination of Common Securities." The Trust
Agreement has been qualified under the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"). This summary of certain provisions of the New
Capital Securities and the Trust Agreement does not purport to be complete and
is subject to, and is qualified in its entirety by reference to, all the
provisions of the Trust Agreement, including the definitions therein of certain
terms.

        GENERAL. The Capital Securities (including the Old Capital Securities
and the New Capital Securities) are limited to $25,000,000 aggregate Liquidation
Amount at any one time outstanding. The New Capital Securities will rank pari
passu, and payments will be made thereon pro rata, with the Old Capital
Securities and the Common Securities except as described under "-Subordination
of Common Securities." Legal title to the Junior Subordinated Debentures will be
held by the Property Trustee in trust for the benefit of the holders of the
Capital Securities and Common Securities. The New Guarantee will be a guarantee
on a subordinated basis but will not guarantee payment of  

                                       29
<PAGE>
 
Distributions or amounts payable on redemption of the New Capital Securities or
on liquidation of the Trust when the Trust does not have funds on hand legally
available for such payments. See "-Description of New Guarantee."

        DISTRIBUTIONS. Distributions on the New Capital Securities will be
cumulative, will accumulate from February 4, 1997 and will be payable semi-
annually in arrears on January 15 and July 15 of each year, commencing July 15,
1997, at the annual rate of 9.65% of the Liquidation Amount to the holders of
the New Capital Securities on the relevant record dates. The record dates will
be the first day of the month in which the relevant Distribution Date (as
defined below) falls. The amount of Distributions payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months. In the event
that any date on which Distributions are payable on the New Capital Securities
is not a Business Day (as defined below), payment of the Distribution payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect to any such delay), in each
case with the same force and effect as if made on such date (each date on which
Distributions are payable in accordance with the foregoing, a "Distribution
Date"). A "Business Day" shall mean any day other than a Saturday or a Sunday,
or a day on which banking institutions in The City of New York or Oklahoma City,
Oklahoma are authorized or required by law or executive order to remain closed.

        So long as no Debenture Event of Default shall have occurred and be
continuing, the Company will have the right under the Indenture to defer the
payment of interest on the New Junior Subordinated Debentures at any time or
from time to time for a period not exceeding 10 consecutive semi-annual periods
with respect to each Extension Period, provided that no Extension Period may
extend beyond the Stated Maturity Date. Upon any such election, semi-annual
Distributions on the New Capital Securities will be deferred by the Trust during
any such Extension Period. Distributions to which holders of the New Capital
Securities are entitled during any such Extension Period will accumulate
additional Distributions thereon at the rate per annum of 9.65% thereof,
compounded semi-annually from the relevant Distribution Date, but not exceeding
the interest rate then accruing on the New Junior Subordinated Debentures. The
term "Distributions," as used herein, shall include any such additional
Distributions.

        Prior to the termination of any Extension Period, the Company may
further extend such Extension Period, provided that such extension does not
cause such Extension Period to exceed 10 consecutive semi-annual periods or to
extend beyond the Stated Maturity Date. Upon the termination of any such
Extension Period and the payment of all amounts then due, and subject to the
foregoing limitations, the Company may elect to begin a new Extension Period.
The Company must give the Property Trustee, the Administrative Trustees and the
Debenture Trustee notice of its election of any such Extension Period at least
five Business Days prior to the earlier of (i) the date the Distributions on the
New Capital Securities would have been payable except for the election to begin
such Extension Period or (ii) the date the Administrative Trustees are required
to give notice to any securities exchange or to holders of such New Capital
Securities of the record date or the date such Distributions are payable but in
any event not less than five Business Days prior to such record date. There is
no limitation on the number of times that the Company may elect to begin an
Extension Period. See "-Description of New Junior Subordinated Debentures-Option
to Extend Interest Payment Period" and "Certain United States Federal Income Tax
Considerations-Interest Income and Original Issue Discount."

        During any Extension Period, the Company may not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital stock (which
includes common and preferred stock) or (ii) make any payment of principal of or
premium, if any, or interest on or repay, repurchase or redeem any debt
securities of the Company (including Other Debentures) that rank pari passu with
or junior in right of payment to the Junior Subordinated Debentures or (iii)
make any guarantee payments with respect to any guarantee by the Company of the
debt securities of any subsidiary of the Company (including Other Guarantees) if
such guarantee ranks pari passu with or junior in right of payment to the Junior
Subordinated Debentures (other than (a) dividends or distributions in shares of,
or options, warrants or rights to subscribe for or purchase shares of, common
stock of the Company, (b) any declaration of a dividend in connection with the
implementation of a stockholders' rights plan, or the issuance of stock under
any such plan in the future, or the redemption or repurchase of any such rights
pursuant thereto, (c) payments under the Guarantee, (d) as a result of a
reclassification of the Company's capital stock or the exchange or conversion of
one class, or series of the Company's capital stock for another class or series
of the Company's capital stock, (e) the purchase of fractional interests in
shares of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
and (f) purchases of common stock related to the issuance of common stock or
rights under any of the Company's benefit plans for its directors, officers or
employees or any of the Company's dividend reinvestment plans).

                                       30
<PAGE>
 
        Although the Company may in the future exercise its option to defer
payments of interest on the New Junior Subordinated Debentures, the Company has
no such current intention.

        The revenue of the Trust available for distribution to holders of the
Capital Securities will be limited to payments under the New Junior Subordinated
Debentures. See "-Description of New Junior Subordinated Debentures-General." If
the Company does not make interest payments on the New Junior Subordinated
Debentures, the Property Trustee will not have funds available to pay
Distributions on the New Capital Securities. The payment of Distributions on the
New Capital Securities (if and to the extent the Trust has funds on hand legally
available for the payment of such Distributions) will be guaranteed by the
Company on a limited basis as set forth herein under "-Description of New
Guarantee."

        REDEMPTION. Upon the repayment on the Stated Maturity Date or prepayment
prior to the Stated Maturity Date of the Junior Subordinated Debentures, the
proceeds from such repayment or prepayment shall be applied by the Property
Trustee to redeem a Like Amount (as defined below) of the Trust Securities, upon
not less than 30 nor more than 60 days notice of a date of redemption (the
"Redemption Date"), at the applicable Redemption Price, which shall be equal to
(i) in the case of the repayment of the Junior Subordinated Debentures on the
Stated Maturity Date, the Maturity Redemption Price (equal to the principal of,
and accrued interest on, the Junior Subordinated Debentures), (ii) in the case,
prior to January 15, 2007, of the optional prepayment of the Junior Subordinated
Debentures upon the occurrence and continuation of a Special Event, the Special
Event Redemption Price (equal to the Special Event Prepayment Price in respect
of the Junior Subordinated Debentures) and (iii) in the case, on or after
January 15, 2007, of the optional prepayment of the Junior Subordinated
Debentures, the Optional Redemption Price (equal to the Optional Prepayment
Price in respect of the Junior Subordinated Debentures). See "-Description of
New Junior Subordinated Debentures-Optional Prepayment" and "-Special Event
Prepayment."

        Like Amount" means (i) with respect to a redemption of the Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of Junior Subordinated Debentures to be paid in accordance with their
terms and (ii) with respect to a distribution of Junior Subordinated Debentures
upon the liquidation of the Trust, Junior Subordinated Debentures having a
principal amount equal to the Liquidation Amount of the Trust Securities of the
holder to whom such Junior Subordinated Debentures are distributed.

        The Company will have the option to prepay the Junior Subordinated
Debentures, (i) in whole or in part, on or after January 15, 2007, at the
applicable Optional Prepayment Price and (ii) in whole but not in part, prior to
January 15, 2007, upon the occurrence of a Special Event, at the Special Event
Prepayment Price, in each case subject to receipt of prior approval by the
Federal Reserve if then required under applicable capital guidelines or policies
of the Federal Reserve.

        Liquidation of the Trust and Distribution of Junior Subordinated
Debentures. The Company will have the right at any time to terminate the Trust
and cause the Junior Subordinated Debentures to be distributed to the holders of
the Trust Securities in liquidation of the Trust. Such right is subject to (i)
the Company having received an opinion of counsel to the effect that such
distribution will not be a taxable event to holders of Capital Securities and
(ii) the prior approval of the Federal Reserve if then required under applicable
capital guidelines or policies of the Federal Reserve.

        The Trust shall automatically terminate upon the first to occur of: (i)
certain events of bankruptcy, dissolution or liquidation of the Company; (ii)
the distribution of a Like Amount of the Junior Subordinated Debentures to the
holders of the Trust Securities, if the Company, as Sponsor, has given written
direction to the Property Trustee to terminate the Trust (which direction is
optional and, except as described above, wholly within the discretion of the
Company, as Sponsor); (iii) redemption of all of the Trust Securities in
accordance with their terms; (iv) expiration of the term of the Trust; and (v)
the entry of an order for the dissolution of the Trust by a court of competent
jurisdiction.

        If a termination occurs as described in clause (i), (ii), (iv) or (v)
above, the Trust shall be liquidated by the Issuer Trustees as expeditiously as
the Issuer Trustees determine to be possible by distributing, after satisfaction
of liabilities to creditors of the Trust as provided by applicable law, to the
holders of the Trust Securities a Like Amount of the Junior Subordinated
Debentures, unless such distribution is determined by the Property Trustee not
to be practicable, in which event such holders will be entitled to receive out
of the assets of the Trust legally available for distribution to holders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, an amount equal to the aggregate of the Liquidation Amount plus accumulated
and unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"). If such Liquidation Distribution can be paid only
in part because the Trust has  

                                       31
<PAGE>
 
insufficient assets on hand legally available to pay in full the aggregate
Liquidation Distribution, then the amounts payable directly by the Trust on the
Capital Securities and the Common Securities shall be paid on a pro rata basis,
except that if a Debenture Event of Default has occurred and is continuing, the
Capital Securities shall have a priority over the Common Securities. See "-
Subordination of Common Securities." If an early termination occurs as described
in clause (v) above, the Junior Subordinated Debentures will be subject to
optional prepayment, in whole but not in part, on or after January 15, 2007.

        If the Corporation elects not to prepay the Junior Subordinated
Debentures prior to maturity in accordance with their terms and either elects
not to or is unable to liquidate the Trust and distribute the Junior
Subordinated Debentures to holders of the Trust Securities, the Trust Securities
will remain outstanding until the repayment of the Junior Subordinated
Debentures on the Stated Maturity Date.

        After the liquidation date is fixed for any distribution of Junior
Subordinated Debentures to holders of the Trust Securities, (i) the Trust
Securities will no longer be deemed to be outstanding, (ii) each registered
global certificate, if any, representing Trust Securities and held by DTC or its
nominee will be exchanged for a registered global certificate or certificates
representing the Junior Subordinated Debentures to be delivered upon such
distribution and (iii) any certificates representing Trust Securities not held
by DTC or its nominee will be deemed to represent Junior Subordinated Debentures
having a principal amount equal to the Liquidation Amount of such Trust
Securities, and bearing accrued and unpaid interest in an amount equal to the
accumulated and unpaid Distributions on such Trust Securities until such
certificates are presented to the Administrative Trustees or their agent for
cancellation, whereupon the Company will issue to such holder, and the Debenture
Trustee will authenticate, a certificate representing such Junior Subordinated
Debentures.

        There can be no assurance as to the market prices for the New Capital
Securities or the New Junior Subordinated Debentures that may be distributed in
exchange for the Trust Securities if a termination and liquidation of the Trust
were to occur. Accordingly, the New Capital Securities that an investor may
purchase, or the New Junior Subordinated Debentures that the investor may
receive on termination and liquidation of the Trust, may trade at a discount to
the price that the investor paid to purchase the New Capital Securities offered
hereby.

        Redemption Procedures. If applicable, Trust Securities shall be redeemed
at the applicable Redemption Price with the proceeds from the contemporaneous
repayment or prepayment of the Junior Subordinated Debentures. Any redemption of
Trust Securities shall be made and the applicable Redemption Price shall be
payable on the Redemption Date only to the extent that the Trust has funds
legally available for the payment of such applicable Redemption Price. See also
"-Subordination of Common Securities."

        If the Trust gives a notice of redemption in respect of the Capital
Securities, then, by 12:00 noon, New York City time, on the Redemption Date, to
the extent funds are legally available, with respect to the Capital Securities
held by DTC or its nominees, the Property Trustee will deposit irrevocably with
DTC funds sufficient to pay the applicable Redemption Price. See "-Form,
Denomination, Book-Entry Procedures and Transfer." With respect to the Capital
Securities held in certificated form, the Property Trustee, to the extent funds
are legally available, will irrevocably deposit with the paying agent for the
Capital Securities funds sufficient to pay the applicable Redemption Price and
will give such paying agent irrevocable instructions and authority to pay the
applicable Redemption Price to the holders thereof upon surrender of their
certificates evidencing the Capital Securities. See "-Payment and Paying
Agency." Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date shall be payable to the holders of such Capital Securities on
the relevant record dates for the related Distribution Dates. If notice of
redemption shall have been given and funds deposited as required, then upon the
date of such deposit, all rights of the holders of the Capital Securities will
cease, except the right of the holders of the Capital Securities to receive the
applicable Redemption Price, but without interest on such Redemption Price, and
the Capital Securities will cease to be outstanding. In the event that any
Redemption Date of Capital Securities is not a Business Day, then the applicable
Redemption Price payable on such date will be paid on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay), in each case with the same force and effect as if made on such
date. In the event that payment of the applicable Redemption Price is improperly
withheld or refused and not paid either by the Trust or by the Company pursuant
to the Guarantee as described under "-Description of New Guarantee,"
Distributions on Capital Securities will continue to accumulate at the then
applicable rate, from the Redemption Date originally established by the Trust to
the date such applicable Redemption Price is actually paid, in which case the
actual payment date will be the Redemption Date for purposes of calculating the
applicable Redemption Price.

                                       32
<PAGE>
 
        Subject to applicable law (including, without limitation, United States
federal securities law), the Company or its subsidiaries may at any time and
from time to time purchase outstanding Capital Securities by tender, in the open
market or by private agreement.

        Notice of any redemption will be mailed at least 30-days but not more
than 60-days prior to the Redemption Date to each holder of Trust Securities at
its registered address. Unless the Company defaults in payment of the applicable
Prepayment Price on, or in the repayment of, the Junior Subordinated Debentures,
Distributions will cease to accrue on the Trust Securities called for redemption
on and after the Redemption Date.

        Subordination of Common Securities. Payment of Distributions on, and the
Redemption Price of, the Capital Securities and Common Securities, as
applicable, shall be made pro rata based on the Liquidation Amount of the
Capital Securities and Common Securities; provided, however, that if on any
Distribution Date or Redemption Date a Debenture Event of Default shall have
occurred and be continuing, no payment of any Distribution on, or applicable
Redemption Price of, any of the Common Securities, and no other payment on
account of the redemption, liquidation or other acquisition of the Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions on all of the outstanding Capital Securities for all
Distribution periods terminating on or prior thereto, or in the case of payment
of the applicable Redemption Price the full amount of such Redemption Price,
shall have been made or provided for, and all funds available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions on, or Redemption Price of, the Capital Securities then due and
payable.

        In the case of any Event of Default, the Company as holder of the Common
Securities will be deemed to have waived any right to act with respect to such
Event of Default until the effect of such Event of Default shall have been
cured, waived or otherwise eliminated. Until any such Event of Default has been
so cured, waived or otherwise eliminated, the Property Trustee shall act solely
on behalf of the holders of the Capital Securities and not on behalf of the
Company as holder of the Common Securities, and only the holders of the Capital
Securities will have the right to direct the Property Trustee to act on their
behalf.

Events of Default; Notice. The occurrence of a Debenture Event of Default (see
"Description of New Junior Subordinated Debentures-Debenture Events of Default")
constitutes an "Event of Default" under the Trust Agreement.

        Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit
notice of such Event of Default to the holders of the Capital Securities, the
Administrative Trustees and the Company, as Sponsor, unless such Event of
Default shall have been cured or waived. The Company, as Sponsor, and the
Administrative Trustees are required to file annually with the Property Trustee
a certificate as to whether or not they are in compliance with all the
conditions and covenants applicable to them under the Trust Agreement.

        If a Debenture Event of Default has occurred and is continuing, the
Capital Securities shall have a preference over the Common Securities as
described under "-Liquidation of the Trust and Distribution of Junior
Subordinated Debentures" and "-Subordination of Common Securities."

        Removal of Issuer Trustees. Unless a Debenture Event of Default shall
have occurred and be continuing, any Issuer Trustee may be removed at any time
by the holder of the Common Securities. If a Debenture Event of Default has
occurred and is continuing, the Property Trustee and the Delaware Trustee may be
removed at such time by the holders of a majority in Liquidation Amount of the
outstanding Capital Securities. In no event will the holders of the Capital
Securities have the right to vote to appoint, remove or replace the
Administrative Trustees, which voting rights are vested exclusively in the
Company as the holder of the Common Securities. No resignation or removal of an
Issuer Trustee and no appointment of a successor trustee shall be effective
until the acceptance of appointment by the successor trustee in accordance with
the provisions of the Trust Agreement.

        Merger or Consolidation of Issuer Trustees. Any corporation into which
the Property Trustee, the Delaware Trustee or any Administrative Trustee that is
not a natural person may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Issuer Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of such
Issuer Trustee, shall be the successor of such Issuer Trustee under the Trust
Agreement, provided such corporation shall be otherwise qualified and eligible.

                                       33
<PAGE>
 
        Mergers, Consolidations, Amalgamations or Replacements of the Trust. The
Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to any corporation or other Person, except as
described below. The Trust may, at the request of the Company, as Sponsor, with
the consent of the Administrative Trustees but without the consent of the
holders of the Capital Securities, merge with or into, consolidate, amalgamate,
or be replaced by or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to a trust organized as such under the
laws of any State; provided, that (i) such successor entity either (a) expressly
assumes all of the obligations of the Trust with respect to the Capital
Securities or (b) substitutes for the Capital Securities other securities having
substantially the same terms as the Capital Securities (the "Successor
Securities") so long as the Successor Securities rank the same as the Capital
Securities rank in priority with respect to distributions and payments upon
liquidation, redemption and otherwise, (ii) the Company expressly appoints a
trustee of such successor entity possessing the same powers and duties as the
Property Trustee with respect to the Junior Subordinated Debentures, (iii) the
Successor Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or other
organization on which Capital Securities are then listed, if any, (iv) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not cause the Capital Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization, (v)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
holders of the Capital Securities (including any Successor Securities) in any
material respect, (vi) such successor entity has a purpose identical to that of
the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Company has received an opinion from
independent counsel to the Trust experienced in such matters to the effect that
(a) such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease does not adversely affect the rights, preferences and privileges of the
holders of the Capital Securities (including any Successor Securities) in any
material respect, and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity will be required to register as an investment company under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), and
(viii) the Company or any permitted successor or assignee owns all of the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except
with the consent of holders of 100% in Liquidation Amount of the Trust
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor entity not to be classified as a grantor
trust for United States federal income tax purposes.

        Voting Rights; Amendment of the Trust Agreement. Except as provided
below and under "-Mergers, Consolidations, Amalgamations or Replacements of the
Trust" and "-Description of New Guarantee-Amendments and Assignment" and as
otherwise required by law and the Trust Agreement, the holders of the New
Capital Securities will have no voting rights.

        The Trust Agreement may be amended from time to time by the Company, the
Property Trustee and the Administrative Trustees, without the consent of the
holders of the Trust Securities (i) to cure any ambiguity, correct or supplement
any provisions in the Trust Agreement that may be inconsistent with any other
provision, or to make any other provisions with respect to matters or questions
arising under the Trust Agreement, which shall not be inconsistent with the
other provisions of the Trust Agreement, or (ii) to modify, eliminate or add to
any provisions of the Trust Agreement to such extent as shall be necessary to
ensure that the Trust will be classified for United States federal income tax
purposes as a grantor trust at all times that any Trust Securities are
outstanding or to ensure that the Trust will not be required to register as an
"investment company" under the Investment Company Act; provided, however, that
in the case of clause (i), such action shall not adversely affect in any
material respect the interests of the holders of the Trust Securities, and any
amendments of the Trust Agreement shall become effective when notice thereof is
given to the holders of the Trust Securities. The Trust Agreement may be amended
by the Issuer Trustees and the Company (i) with the consent of holders
representing a majority (based upon Liquidation Amount) of the outstanding Trust
Securities, and (ii) upon receipt by the Issuer Trustees of an opinion of
counsel to the effect that such amendment or the exercise of any power granted
to the Issuer Trustees in accordance with such amendment will not affect the
Trust's status as a grantor trust for United States federal income tax purposes
or the Trust's exemption from status as an "investment company" under the
Investment Company Act, provided that, without the consent of each holder of
Trust Securities, the Trust Agreement may not be amended to (i) change the
amount or timing of any Distribution on the Trust Securities or otherwise
adversely affect the amount of any Distribution required to be made in respect
of the Trust Securities as of a  

                                       34
<PAGE>
 
specified date or (ii) restrict the right of a holder of Trust Securities to
institute suit for the enforcement of any such payment on or after such date; it
being understood that the New Capital Securities and any Old Capital Securities
which remain outstanding after consummation of the Exchange Offer will vote
together as a single class for purposes of determining whether holders of the
requisite percentage in outstanding Liquidation Amount thereof have taken
certain actions or exercised certain rights under the Trust Agreement.

        So long as any Junior Subordinated Debentures are held by the Property
Trustee, the Issuer Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on such Property Trustee with respect to
the Junior Subordinated Debentures, (ii) waive certain past defaults under the
Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Junior Subordinated
Debentures or (iv) consent to any amendment, modification or termination of the
Indenture or the Junior Subordinated Debentures, where such consent shall be
required, without, in each case, obtaining the prior approval of the holders of
a majority in Liquidation Amount of all outstanding Capital Securities;
provided, however, that where a consent under the Indenture would require the
consent of each holder of Junior Subordinated Debentures affected thereby, no
such consent shall be given by the Property Trustee without the prior approval
of each holder of the Capital Securities. The Issuer Trustees shall not revoke
any action previously authorized or approved by a vote of the holders of the
Capital Securities except by subsequent vote of such holders. The Property
Trustee shall notify each holder of Capital Securities of any notice of default
with respect to the Junior Subordinated Debentures. In addition to obtaining the
foregoing approvals of such holders of the Capital Securities, prior to taking
any of the foregoing actions, the Issuer Trustees shall obtain an opinion of
counsel experienced in such matters to the effect that the Trust will not be
classified as an association taxable as a corporation for United States federal
income tax purposes on account of such action.

        Any required approval of holders of Capital Securities may be given at a
meeting of such holders convened for such purpose or pursuant to written
consent. The Property Trustee will cause a notice of any meeting at which
holders of Capital Securities are entitled to vote, or of any matter upon which
action by written consent of such holders is to be taken, to be given to each
holder of record of Capital Securities in the manner set forth in the Trust
Agreement.

        No vote or consent of the holders of Capital Securities will be required
for the Trust to redeem and cancel the Capital Securities in accordance with the
Trust Agreement.

        Notwithstanding that holders of the Capital Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Capital Securities that are owned by the Company, the Issuer Trustees or any
affiliate of the Company or any Issuer Trustees, shall, for purposes of such
vote or consent, be treated as if they were not outstanding.

        Form, Denomination, Book-Entry Procedures and Transfer. The New Capital
Securities may be represented by one or more New Capital Securities in
registered, global form (singly, a "Global New Capital Security," collectively,
the "Global New Capital Securities" and, together with the Old Capital
Securities in registered global form, the "Global Capital Securities"). The
Global New Capital Securities will be deposited upon issuance with the Property
Trustee as custodian for DTC, in New York, New York, and registered in the name
of DTC or its nominee, in each case for credit to an account of a direct or
indirect participant in DTC as described below.

        Except as set forth below, the Global Capital Securities may be
transferred, in whole and not in part, only to another nominee of DTC or to a
successor of DTC or its nominee. Beneficial interests in the Global Capital
Securities may not be exchanged for Capital Securities in certificated form
except in the limited circumstances described below.

        DTC has advised the Trust and the Company that DTC is a limited purpose
trust company created to hold securities for its participating organizations
(collectively, the "Participants") and to facilitate the clearance and
settlement of transactions in those securities between Participants through
electronic book-entry changes in accounts of its Participants. The Participants
include securities brokers and dealers (including the Initial Purchasers),
banks, trust companies, clearing corporations and certain other organizations.
Access to DTC's system is also available to other entities such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly (collectively,
the "Indirect Participants"). Persons who are not Participants may beneficially
own securities held by or on behalf of DTC only through the Participants or the
Indirect Participants. The ownership interest and transfer of ownership interest
of each actual purchaser of each security held by or on behalf of DTC are
recorded on the records of the Participants and Indirect Participants.

                                       35
<PAGE>
 
        DTC has also advised the Trust and the Company that, pursuant to
procedures established by it, (i) upon deposit of the Global Capital Securities,
DTC will credit the accounts of Participants with portions of the Liquidation
Amount of the Global Capital Securities and (ii) ownership of such interests in
the Global Capital Securities will be shown on, and the transfer of ownership
thereof will be effected only through, records maintained by DTC (with respect
to the Participants) or by the Participants and the Indirect Participants (with
respect to other owners of beneficial interests in the Global Capital
Securities).

        Except as described below, owners of beneficial interests in the Global
Capital Securities will not have Capital Securities registered in their name,
will not receive physical delivery of Capital Securities in certificated form
and will not be considered the registered owners or holders thereof under the
Trust Agreement for any purpose.

        Payments in respect of the Global Capital Securities registered in the
name of DTC or its nominee will be payable by the Property Trustee to DTC in its
capacity as the registered holder under the Trust Agreement. Under the terms of
the Trust Agreement, the Property Trustee will treat the persons in whose names
the Capital Securities, including the Global Capital Securities, are registered
as the owners thereof for the purpose of receiving such payments and for any and
all other purposes whatsoever. Consequently, neither the Property Trustee nor
any agent thereof has or will have any responsibility or liability for (i) any
aspect of DTC's records or any Participant's or Indirect Participant's records
relating to or payments made on account of beneficial interests in the Global
Capital Securities, or for maintaining, supervising or reviewing any of DTC's
records or any Participant's or Indirect Participant's records relating to the
beneficial interests in the Global Capital Securities or (ii) any other matter
relating to the actions and practices of DTC or any of its Participants or
Indirect Participants. DTC has advised the Trust and the Company that its
current practice, upon receipt of any payment in respect of securities such as
the Global Capital Securities, is to credit the accounts of the relevant
Participants with the payment on the payment date, in amounts proportionate to
their respective holdings in Liquidation Amount of beneficial interests in the
relevant security as shown on the records of DTC unless DTC has reason to
believe it will not receive payment on such payment date. Payments by the
Participants and the Indirect Participants to the beneficial owners of the
Global Capital Securities will be governed by standing instructions and
customary practices and will be the responsibility of the Participants or the
Indirect Participants and will not be the responsibility of DTC, the Property
Trustee, the Trust or the Company. Neither the Trust or the Company nor the
Property Trustee will be liable for any delay by DTC or any of its Participants
in identifying the beneficial owners of the Global Capital Securities, and the
Trust, the Company and the Property Trustee may conclusively rely on and will be
protected in relying on instructions from DTC or its nominee for all purposes.

        Beneficial interests in the Global Capital Securities will trade in
DTC's Same-Day Funds Settlement System and secondary market trading activity in
such interests will therefore settle in immediately available funds, subject in
all cases to the rules and procedures of DTC and its participants.

        DTC has advised the Trust and the Company that it will take any action
permitted to be taken by a holder of Capital Securities only at the direction of
one or more Participants to whose account with DTC interests in the Global
Capital Securities are credited and only in respect of such portion of the
Liquidation Amount of the Capital Securities as to which such Participant or
Participants has or have given such direction. However, if there is an Event of
Default under the Trust Agreement, DTC reserves the right to exchange the Global
Capital Securities for Capital Securities in certificated form and to distribute
such Capital Securities to its Participants.

        The information in this section concerning DTC and its book-entry system
has been obtained from sources that the Trust and the Company believe to be
reliable, but neither the Trust nor the Company takes responsibility for the
accuracy thereof.

        A Global New Capital Security is exchangeable for New Capital Securities
in registered certificated form if (i) DTC (x) notifies the Trust that it is
unwilling or unable to continue as Depositary for the Global New Capital
Security and the Trust thereupon fails to appoint a successor Depositary within
90- days or (y) has ceased to be a clearing agency registered under the Exchange
Act, (ii) the Company in its sole discretion elects to cause the issuance of the
New Capital Securities in certificated form or (iii) there shall have occurred
and be continuing an Event of Default or any event which after notice or lapse
of time or both would be an Event of Default under the Trust Agreement. In
addition, beneficial interests in a Global New Capital Security may be exchanged
for certificated New Capital Securities upon request but only upon at least 20
days' prior written notice given to the Property Trustee by or on behalf of DTC
in accordance with customary procedures. In all cases, certificated New Capital
Securities delivered in exchange for any Global New Capital Security or
beneficial interests therein will be registered in the names, and issued in any
approved denominations,  

                                       36
<PAGE>
 
requested by or on behalf of the Depositary (in accordance with its customary
procedures), unless the Property Trustee determines otherwise in compliance with
applicable law.

        Payment and Paying Agency. Payments in respect of the New Capital
Securities held in global form shall be made to the Depositary, which shall
credit the relevant accounts at the Depositary on the applicable Distribution
Dates or in respect of the New Capital Securities that are not held by the
Depositary, such payments shall be made by check mailed to the address of the
holder entitled thereto as such address shall appear on the register. The paying
agent (the "Paying Agent") shall initially be the Property Trustee and any co-
paying agent chosen by the Property Trustee and acceptable to the Administrative
Trustees and the Company. The Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Property Trustee and the
Company. In the event that the Property Trustee shall no longer be the Paying
Agent, the Administrative Trustees shall appoint a successor (which shall be a
bank or trust company acceptable to the Administrative Trustees and the Company)
to act as Paying Agent. 

        Registrar and Transfer Agent. The Property Trustee will act as registrar
and transfer agent for the New Capital Securities.

        Registration of transfers of the New Capital Securities will be effected
without charge by or on behalf of the Trust, but upon payment of any tax or
other governmental charges that may be imposed in connection with any transfer
or exchange. The Trust will not be required to register or cause to be
registered the transfer of the New Capital Securities after they have been
called for redemption.

        Information Concerning the Property Trustee. The Property Trustee, other
than during the occurrence and continuance of an Event of Default, undertakes to
perform only such duties as are specifically set forth in the Trust Agreement
and, after such Event of Default, must exercise the same degree of care and
skill as a prudent person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the Property Trustee is under no obligation
to exercise any of the powers vested in it by the Trust Agreement at the request
of any holder of Trust Securities unless it is offered reasonable indemnity
against the costs, expenses and liabilities that might be incurred thereby. If
no Event of Default has occurred and is continuing and the Property Trustee is
required to decide between alternative causes of action, construe ambiguous
provisions in the Trust Agreement or is unsure of the application of any
provision of the Trust Agreement, and the matter is not one on which holders of
the Capital Securities or the Common Securities are entitled under the Trust
Agreement to vote, then the Property Trustee shall take such action as is
directed by the Company and if not so directed, shall take such action as it
deems advisable and in the best interests of the holders of the Trust Securities
and will have no liability except for its own bad faith, negligence or willful
misconduct.

        Miscellaneous. The Administrative Trustees are authorized and directed
to conduct the affairs of and to operate the Trust in such a way that the Trust
will not be deemed to be an "investment company" required to be registered under
the Investment Company Act or classified as an association taxable as a
corporation for United States federal income tax purposes and so that the Junior
Subordinated Debentures will be treated as indebtedness of the Company for
United States federal income tax purposes. In this connection, the Company and
the Administrative Trustees are authorized to take any action, not inconsistent
with applicable law, the certificate of trust of the Trust or the Trust
Agreement, that the Company and the Administrative Trustees determine in their
discretion to be necessary or desirable for such purposes, as long as such
action does not materially adversely affect the interests of the holders of the
Trust Securities.

        Holders of the Trust Securities have no preemptive or similar rights.

        The Trust may not borrow money, issue debt, execute mortgages or pledge
any of its assets.


DESCRIPTION OF NEW JUNIOR SUBORDINATED DEBENTURES

        The Old Junior Subordinated Debentures were issued, and the New Junior
Subordinated Debentures will be issued, as separate series under the Indenture.
The Indenture has been qualified under the Trust Indenture Act. This summary of
certain terms and provisions of the New Junior Subordinated Debentures and the
Indenture does not purport to be complete, and where reference is made to
particular provisions of the Indenture, such provisions, including the
definitions of certain terms, some of which are not otherwise defined herein,
are qualified in their entirety by reference to all of the provisions of the
Indenture and those terms made a part of the Indenture by the Trust Indenture
Act.

                                       37
<PAGE>
 
        General. Concurrently with the issuance of the Capital Securities, the
Trust invested the proceeds thereof, together with the consideration paid by the
Company for the Common Securities, in Old Junior Subordinated Debentures issued
by the Company. Pursuant to the Exchange Offer, the Company will exchange the
Old Junior Subordinated Debentures, in an amount corresponding to the Old
Capital Securities accepted for exchange, for a like aggregate principal amount
of the New Junior Subordinated Debentures promptly after the Expiration Date.

        The New Junior Subordinated Debentures will bear interest at the annual
rate of 9.65% of the principal amount thereof, payable semi-annually in arrears
on January 15 and July 15 of each year (each, an "Interest Payment Date"),
commencing July 15, 1997, to the person in whose name each Junior Subordinated
Debenture is registered, subject to certain exceptions, at the close of business
on the first day of the month in which the relevant payment date falls. It is
anticipated that, until the liquidation, if any, of the Trust, each Junior
Subordinated Debenture, including the New Junior Subordinated Debentures, will
be held in the name of the Property Trustee in trust for the benefit of the
holders of the Trust Securities. The amount of interest payable for any period
will be computed on the basis of a 360-day year of twelve 30-day months. In the
event that any date on which interest is payable on the New Junior Subordinated
Debentures is not a Business Day, then payment of the interest payable on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay), in each case with
the same force and effect as if made such date. Accrued interest that is not
paid on the applicable Interest Payment Date will bear additional interest on
the amount thereof (to the extent permitted by law) at the rate per annum of
9.65% thereof, compounded semi-annually. The term "interest," as used herein,
shall include semi-annual interest payments, interest on semi-annual interest
payments not paid on the applicable Interest Payment Date and Additional Sums
(as defined below), as applicable.

        The New Junior Subordinated Debentures will mature on January 15, 2027
(the "Stated Maturity Date"). The New Junior Subordinated Debentures will rank
pari passu with the Old Junior Subordinated Debentures and with all Other
Debentures and will be unsecured and subordinate and junior in right of payment
to the extent and in the manner set forth in the Indenture to all Senior
Indebtedness. See "-Subordination." The Corporation is a non-operating holding
company and almost all of the operating assets of the Company and its
consolidated subsidiaries are owned by such subsidiaries. The Company relies
primarily on dividends from such subsidiaries to meet its obligations. The
Company is a legal entity separate and distinct from its banking and non-banking
affiliates. The principal sources of the Company's income are dividends,
interest and fees from its banking and non-banking affiliates. BancFirst, the
sole bank subsidiary of the Company, is subject to certain restrictions imposed
by federal law on any extensions of credit to, and certain other transactions
with, the Company and certain other affiliates, and on investments in stock or
other securities thereof. Such restrictions prevent the Company and such other
affiliates from borrowing from BancFirst unless the loans are secured by various
types of collateral. Further, such secured loans, other transactions and
investments by BancFirst are generally limited in amount as to the Company and
as to each of such other affiliates to 10% of BancFirst's capital and surplus
and as to the Company and all of such other affiliates to an aggregate of 20% of
BancFirst's capital and surplus. In addition, payment of dividends to the
Company by BancFirst is subject to ongoing review by banking regulators and is
subject to various statutory limitations and in certain circumstances requires
approval by banking regulatory authorities. Because the Company is a holding
company, the right of the Company to participate in any distribution of assets
of any subsidiary upon such subsidiary's liquidation or reorganization or
otherwise, is subject to the prior claims of creditors of the subsidiary, except
to the extent the Company may itself be recognized as a creditor of that
subsidiary. Accordingly, the New Junior Subordinated Debentures will be
effectively subordinated to all existing and future liabilities of the Company's
subsidiaries, and holders of New Junior Subordinated Debentures should look only
to the assets of the Company for payments on the New Junior Subordinated
Debentures. The Indenture does not limit the incurrence or issuance of other
secured or unsecured debt of the Company, including Senior Indebtedness. See "-
Subordination."

        Form, Registration and Transfer. If the New Junior Subordinated
Debentures are distributed to holders of the New Capital Securities, such New
Junior Subordinated Debentures may be represented by one or more global
certificates registered in the name of Cede & Co. as the nominee of DTC. The
depositary arrangements for such New Junior Subordinated Debentures are expected
to be substantially similar to those in effect for the New Capital Securities.
For a description of DTC and the terms of the depositary arrangements relating
to payments, transfers, voting rights, prepayments, notices and other matters,
see "-Description of New Capital Securities-Form, Denomination, Book-Entry
Procedures and Transfer."

        Payment and Paying Agents. Payment of principal of (and premium, if any)
and any interest on New Junior Subordinated Debentures will be made at the
office of the Debenture Trustee in The City of New York or at the office  

                                       38
<PAGE>
 
of such Paying Agent or Paying Agents as the Company may designate from time to
time, except that at the option of the Company payment of any interest may be
made except in the case of New Junior Subordinated Debentures in global form,
(i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the register for New Junior Subordinated Debentures or
(ii) by transfer to an account maintained by the Person entitled thereto as
specified in such register, provided that proper transfer instructions have been
received by the relevant record date. Payment of any interest on any New Junior
Subordinated Debenture will be made to the Person in whose name such New Junior
Subordinated Debenture is registered at the close of business on the record date
for such interest, except in the case of defaulted interest. The Company may at
any time designate additional Paying Agents or rescind the designation of any
Paying Agent; however the Company will at all times be required to maintain a
Paying Agent in each Place of Payment for the New Junior Subordinated
Debentures.

        Any moneys deposited with the Debenture Trustee or any Paying Agent, or
then held by the Company in trust, for the payment of the principal of (and
premium, if any) or interest on any New Junior Subordinated Debenture and
remaining unclaimed for two years after such principal (and premium, if any) or
interest has become due and payable shall, at the request of the Company, be
repaid to the Company and the holder of such New Junior Subordinated Debenture
shall thereafter look, as a general unsecured creditor, only to the Company for
payment thereof.

        Option to Extend Interest Payment Date. So long as no Debenture Event of
Default has occurred and is continuing, the Company will have the right under
the Indenture at any time during the term of the Junior Subordinated Debentures
to defer the payment of interest at any time or from time to time for a period
not exceeding 10 consecutive semi-annual periods with respect to each Extension
Period, provided that no Extension Period may extend beyond the Stated Maturity
Date. At the end of such Extension Period, the Company must pay all interest
then accrued and unpaid (together with interest thereon at the annual rate of
9.65%, compounded semi-annually, to the extent permitted by applicable law).
During an Extension Period, interest will continue to accrue and holders of
Junior Subordinated Debentures (and holders of the Trust Securities while Trust
Securities are outstanding) will be required to accrue interest income for
United States federal income tax purposes prior to the receipt of cash
attributable to such income. See "Certain United States Federal Income Tax
Considerations-Interest Income and Original Issue Discount."

        During any Extension Period, the Company may not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital stock or (ii)
make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company (including any Other
Debentures) that rank pari passu with or junior in right of payment to the
Junior Subordinated Debentures or (iii) make any guarantee payments with respect
to any guarantee by the Company of the debt securities of any subsidiary of the
Company (including any Other Guarantees) if such guarantee ranks pari passu with
or junior in right of payment to the Junior Subordinated Debentures (other than
(a) dividends or distributions in shares of or options, warrants or rights to
subscribe for or purchase shares of, common stock of the Company, (b) any
declaration of a dividend in connection with the implementation of a
stockholders' rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto, (c)
payments under the Guarantee, (d) as a result of a reclassification of the
Company's capital stock or the exchange or conversion of one class or series of
the Company's capital stock for another class or series of the Company's capital
stock, (e) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, and (f) purchases of common
stock related to the issuance of common stock or rights under any of the
Company's benefit plans for its directors, officers or employees or any of the
Company's dividend reinvestment plans).

        Prior to the termination of any Extension Period, the Company may
further extend such Extension Period, provided that such extension does not
cause such Extension Period to exceed 10 consecutive semi-annual periods or to
extend beyond the Stated Maturity Date. Upon the termination of any such
Extension Period and the payment of all amounts then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period, subject to the
above requirements. No interest shall be due and payable during an Extension
Period, except at the end thereof. The Company must give the Property Trustee,
the Administrative Trustees and the Debenture Trustee notice of its election of
any Extension Period (or an extension thereof) at least five Business Days prior
to the earlier of (i) the date the Distributions on the Trust Securities would
have been payable except for the election to begin or extend such Extension
Period or (ii) the date the Administrative Trustees are required to give notice
to any securities exchange or to holders of Capital Securities of the record
date or the date such Distributions are payable, but in any event not less than
five Business Days prior to such record date. The Debenture Trustee shall give
notice of the Company's election to begin

                                       39
<PAGE>
 
or extend a new Extension Period to the holders of the Capital Securities. There
is no limitation on the number of times that the Company may elect to begin an
Extension Period.

        Optional Prepayment. The Junior Subordinated Debentures will be
prepayable, in whole or in part, at the option of the Company on or after
January 15, 2007, subject to the Company having received prior approval of the
Federal Reserve if then required under applicable capital guidelines or policies
of the Federal Reserve, at a prepayment price (the "Optional Prepayment Price")
equal to the percentage of the outstanding principal amount of the Junior
Subordinated Debentures specified below, plus, in each case, accrued interest
thereon to the date of prepayment if redeemed during the 12-month period
beginning January 15 of the years indicated below:

<TABLE>
<CAPTION>
 
        YEAR                    PERCENTAGE
        ----                    ----------
<S>                              <C>
        2007                     104.825%
        2008                     104.343%
        2009                     103.860%
        2010                     103.378%
        2011                     102.895%
        2012                     102.413%
        2013                     101.930%
        2014                     101.448%
        2015                     100.965%
        2016                     100.483%
        2017 and thereafter      100.000%
</TABLE>

        Special Event Prepayment. Prior to January 15, 2007, if a Special Event
shall occur and be continuing, the Company may, at its option and subject to
receipt of prior approval of the Federal Reserve if then required under
applicable capital guidelines or policies of the Federal Reserve, prepay the
Junior Subordinated Debentures in whole, but not in part, at any time within 90
days of the occurrence of such Special Event, at a prepayment price (the
"Special Event Prepayment Price") equal to the Make-Whole Amount (as defined
below). The "Make-Whole Amount" shall be equal to the greater of (x) 100% of the
principal amount of such Junior Subordinated Debentures or (y) the sum, as
determined by a Quotation Agent (as hereinafter defined), of the present values
of the remaining scheduled payments of principal and interest thereon discounted
to the prepayment date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined
herein) plus, in either case, accrued interest thereon to the date of
prepayment.

        A "Special Event" means a Tax Event or a Regulatory Capital Event (as
defined below), as the case may be.

        A "Tax Event" means the receipt by the Company and the Trust of an
opinion of counsel experienced in such matters to the effect that, as a result
of any amendment to, or change (including any announced prospective change) in,
the laws or any regulations thereunder of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such pronouncement or decision is announced on or after February 4, 1997, there
is more than an insubstantial risk that (i) the Trust is, or will be within 90-
days of the date of such opinion, subject to United States federal income tax
with respect to income received or accrued on the Junior Subordinated
Debentures, (ii) interest payable by the Company on the Junior Subordinated
Debentures is not, or within 90-days of the date of such opinion will not be,
deductible by the Company, in whole or in part, for United States federal income
tax purposes, or (iii) the Trust is, or will be within 90 days of the date of
such opinion, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.

        A "Regulatory Capital Event" means that the Company shall have received
an opinion of independent bank regulatory counsel experienced in such matters to
the effect that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any rules, guidelines or policies of the Federal Reserve or
(b) any official administrative pronouncement or judicial decision interpreting
or applying such laws or regulations, which amendment or change is effective or
such pronouncement or decision is announced on or after February 4, 1997, the
Capital Securities do not constitute, or within 90-days of the date thereof,
will not constitute, Tier I Capital (or its then equivalent); provided, however,
that the distribution of the Junior Subordinated Debentures in connection with
the liquidation of the Trust by the Company shall not in and of itself
constitute a Regulatory Capital Event unless such liquidation shall have
occurred in connection with a Tax Event.

                                       40
<PAGE>
 
        "Additional Sums" means the additional amounts as may be necessary in
order that the amount of Distributions then due and payable by the Trust on the
outstanding Capital Securities and Common Securities shall not be reduced as a
result of any additional taxes, duties or other governmental charges to which
the Trust has become subject as a result of a Tax Event.

        "Adjusted Treasury Rate" means, with respect to any prepayment date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such prepayment date, in each case calculated on the third
Business Day preceding such prepayment date, plus (i) 2.70% if such prepayment
date occurs on or prior to December 31, 1997 and (ii) 2.20% in all other cases.

        "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Junior Subordinated Debentures to be prepaid that would be utilized,
at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Junior Subordinated Debentures.

        "Comparable Treasury Price" means, with respect to any prepayment date
(A) the yield, under the heading which represents the average for the
immediately prior week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Federal Reserve and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or after
the maturity corresponding to such Comparable Treasury Issue, yields for the two
published maturities most closely corresponding to such Comparable Treasury
Issue shall be interpolated, and the Comparable Treasury Price shall be
interpolated or extrapolated from such yields on a straight-line basis, rounding
to the nearest month), (B) if such release (or successor release) is not
published the week preceding the calculation date or does not contain such
yield, the average of five Reference Treasury Dealer Quotations for such
prepayment date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (C) if the Debenture Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations.

        "Quotation Agent" means the Reference Treasury Dealer appointed by the
Company. "Reference Treasury Dealer" means: (i) Bear, Stearns & Co. Inc. and its
respective successors; provided, however, that if the foregoing shall cease to
be a primary U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefor another Primary
Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the
Company.

        "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any prepayment date, the average, as determined by
the Debenture Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Debenture Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such prepayment date.

        Notice of any prepayment will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of Junior Subordinated
Debentures to be prepaid at its registered address. Unless the Company defaults
in payment of the prepayment price, on and after the prepayment date interest
ceases to accrue on such Junior Subordinated Debentures called for prepayment.

        If the Trust is required to pay any additional taxes, duties or other
governmental charges as a result of a Tax Event, the Company will pay as
additional amounts on the Junior Subordinated Debentures the Additional Sums.

        Restrictions on Certain Payments. The Company will also covenant that it
will not, (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of the
Company's capital stock or (ii) make any payment of principal, interest or
premium, if any, on or repay or repurchase or redeem any debt securities of the
Company (including Other Debentures) that rank pari passu with or junior in
right of payment to the Junior Subordinated Debentures or (iii) make any
guarantee payments with respect to any guarantee by the Company of the debt
securities of any subsidiary of the Company (including under Other Guarantees)
if such guarantee ranks pari passu or junior in right of payment to the Junior
Subordinated Debentures (other than (a) dividends or distributions in shares of,
or options, warrants or rights to subscribe for or purchase shares of, common
stock of the

                                       41
<PAGE>
 
Company, (b) any declaration of a dividend in connection with the implementation
of a stockholder's rights plan, or the issuance of stock under any such plan in
the future, or the redemption or repurchase of any such rights pursuant thereto,
(c) payments under the Guarantee, (d) as a result of a reclassification of the
Company's capital stock or the exchange or conversion of one class or series of
the Company's capital stock for another class or series of the Company's capital
stock, (e) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, and (f) purchases of common
stock related to the issuance of common stock or rights under any of the
Company's benefit plans for its directors, officers or employees or any of the
Company's dividend reinvestment plans) if at such time (1) there shall have
occurred any event of which the Company has actual knowledge that (a) is, or
with the giving of notice or the lapse of time, or both, would be, a Debenture
Event of Default and (b) in respect of which the Company shall not have taken
reasonable steps to cure, (2) if such Junior Subordinated Debentures are held by
the Trust, the Company shall be in default with respect to its payment of any
obligations under the Guarantee or (3) the Company shall have given notice of
its election of an Extension Period as provided in the Indenture and shall not
have rescinded such notice, and such Extension Period, or any extension thereof,
shall have commenced.

        Modification of Indenture. From time to time the Company and the
Debenture Trustee may, without the consent of the holders of Junior Subordinated
Debentures, amend, waive or supplement the Indenture for specified purposes,
including, among other things, curing ambiguities, defects or inconsistencies
(provided that any such action does not materially adversely affect the interest
of the holders of Junior Subordinated Debentures) and qualifying, or maintaining
the qualification of, the Indenture under the Trust Indenture Act. The Indenture
contains provisions permitting the Company and the Debenture Trustee, with the
consent of the holders of a majority in principal amount of Junior Subordinated
Debentures, to modify the Indenture in a manner affecting the rights of the
holders of Junior Subordinated Debentures; provided, that no such modification
may, without the consent of the holders of each outstanding Junior Subordinated
Debenture so affected, (i) change the Stated Maturity, or reduce the principal
amount of the Junior Subordinated Debentures or reduce the rate or extend the
time of payment of interest thereon or (ii) reduce the percentage of principal
amount of Junior Subordinated Debentures, the holders of which are required to
consent to any such modification of the Indenture.

        Debenture Events of Default. The Indenture provides that any one or more
of the following described events with respect to the Junior Subordinated
Debentures constitutes a "Debenture Event of Default" (whatever the reason for
such Debenture Event of Default and whether it shall be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body):

        (i)    failure for 30 days to pay any interest on the Junior
               Subordinated Debentures or any Other Debentures when due (subject
               to the deferral of any due date in the case of an Extension
               Period); or

        (ii)   failure to pay any principal or premium, if any, on the Junior
               Subordinated Debentures or any Other Debentures when due whether
               at maturity, upon redemption, by declaration of acceleration of
               maturity or otherwise; or

        (iii)  failure to observe or perform in any material respect certain
               other covenants contained in the Indenture for 90 days after
               written notice to the Company from the Debenture Trustee or the
               holders of at least 25% in aggregate outstanding principal amount
               of Junior Subordinated Debentures; or

        (iv)   certain events in bankruptcy, insolvency or reorganization
               of the Company.

        The holders of a majority in aggregate outstanding principal amount of
the Junior Subordinated Debentures have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Debenture
Trustee. The Debenture Trustee or the holders of not less than 25% in aggregate
outstanding principal amount of the Junior Subordinated Debentures may declare
the principal due and payable immediately upon a Debenture Event of Default. The
holders of a majority in aggregate outstanding principal amount of the Junior
Subordinated Debentures may annul such declaration and waive the default if the
default (other than the non-payment of the principal of the Junior Subordinated
Debentures which has become due solely by such acceleration) has been cured and
a sum sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Debenture Trustee.

                                       42
<PAGE>
 
        The holders of a majority in aggregate outstanding principal amount of
the Junior Subordinated Debentures affected thereby may, on behalf of the
holders of all the Junior Subordinated Debentures, waive any past default,
except a default in the payment of principal (or premium, if any) or interest
(unless such default has been cured and a sum sufficient to pay all matured
installments of interest (and premium, if any) and principal due otherwise than
by acceleration has been deposited with the Debenture Trustee) or a default in
respect of a covenant or provision which under the Indenture cannot be modified
or amended without the consent of the holder of each outstanding Junior
Subordinated Debenture.

        Enforcement of Certain Rights by Holders of Capital Securities. If a
Debenture Event of Default shall have occurred and be continuing and shall be
attributable to the failure of the Company to pay interest (or premium, if any)
on or principal of the Junior Subordinated Debentures on the due date, a holder
of Capital Securities may institute a Direct Action. The Company may not amend
the Indenture to remove the foregoing right to bring a Direct Action without the
prior written consent of the holders of all of the Capital Securities.
Notwithstanding any payments made to a holder of Capital Securities by the
Company in connection with a Direct Action, the Company shall remain obligated
to pay the principal of (or premium, if any) or interest on the Junior
Subordinated Debentures, and the Company shall be subrogated to the rights of
the holder of such Capital Securities with respect to payments on the Capital
Securities to the extent of any payments made by the Company to such holder in
any Direct Action.

        The holders of the Capital Securities will not be able to exercise
directly any remedies, other than those set forth in the preceding paragraph,
available to the holders of the Junior Subordinated Debentures unless there
shall have been an Event of Default under the Trust Agreement. See "-Description
of New Capital Securities-Events of Default; Notice."

        Consolidation, Merger, Sale of Assets and Other Transactions. The
Indenture provides that the Company shall not consolidate with or merge into any
other Person or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to any Person, and no Person shall
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to the
Company, unless: (i) in case the Company consolidates with or merges into
another Person or conveys or transfers its properties and assets substantially
as an entirety to any Person, the successor Person is organized under the laws
of the United States or any State or the District of Columbia, and such
successor Person expressly assumes the Company's obligations on the Junior
Subordinated Debentures; (ii) immediately after giving effect thereto, no
Debenture Event of Default, and no event which, after notice or lapse of time or
both, would become a Debenture Event of Default, shall have occurred and be
continuing; and (iii) certain other conditions as prescribed in the Indenture
are met.

        The general provisions of the Indenture do not afford holders of the
Junior Subordinated Debentures protection in the event of a highly leveraged or
other transaction involving the Company that may adversely affect holders of the
Junior Subordinated Debentures.

        Satisfaction and Discharge. The Indenture provides that when, among
other things, all Junior Subordinated Debentures not previously delivered to the
Debenture Trustee for cancellation (i) have become due and payable or (ii) will
become due and payable at maturity within one year, and the Company deposits or
causes to be deposited with the Debenture Trustee funds, in trust, for the
purpose and in an amount sufficient to pay and discharge the entire indebtedness
on the Junior Subordinated Debentures not previously delivered to the Debenture
Trustee for cancellation, for the principal (and premium, if any) and interest
to the date of the deposit or to the Stated Maturity Date, as the case may be,
then the Indenture will cease to be of further effect (except as to the
Company's obligations to pay all other sums due pursuant to the Indenture and to
provide the officers' certificates and opinions of counsel described therein),
and the Company will be deemed to have satisfied and discharged the Indenture.

        Subordination. In the Indenture, the Company has covenanted and agreed
that any Junior Subordinated Debentures will rank subordinate and junior in
right of payment to all Senior Indebtedness to the extent provided in the
Indenture. Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization, assignment for the benefit
of creditors, marshaling of assets or any bankruptcy, insolvency, debt
restructuring or similar proceedings in connection with any insolvency or
bankruptcy proceeding of the Company, the holders of Senior Indebtedness will
first be entitled to receive payment in full of all Allocable Amounts (as
defined below) in respect of such Senior Indebtedness before the holders of
Junior Subordinated Debentures will be entitled to receive or retain any payment
in respect thereof.

                                       43
<PAGE>
 
        In the event of the acceleration of the maturity of Junior Subordinated
Debentures, the holders of all Senior Indebtedness outstanding at the time of
such acceleration will first be entitled to receive payment in full of all
Allocable Amounts in respect of such Senior Indebtedness before the holders of
Junior Subordinated Debentures will be entitled to receive or retain any payment
in respect of the Junior Subordinated Debentures.

        No payments on account of principal (or premium, if any) or interest, if
any, in respect of the Junior Subordinated Debentures may be made if there shall
have occurred and be continuing a default in any payment with respect to Senior
Indebtedness, or an event of default with respect to any Senior Indebtedness
resulting in the acceleration of the maturity thereof, or if any judicial
proceeding shall be pending with respect to any such default.

        "Allocable Amounts," when used with respect to any Senior Indebtedness,
means all amounts due or to become due on such Senior Indebtedness less, if
applicable, any amount which would have been paid to, and retained by, the
holders of such Senior Indebtedness (whether as a result of the receipt of
payments by the holders of such Senior Indebtedness from the Company or any
other obligor thereon or from any holders of, or trustee in respect of, other
indebtedness that is subordinate and junior in right of payment to such Senior
Indebtedness pursuant to any provision of such indebtedness for the payment over
of amounts received on account of such indebtedness to the holders of such
Senior Indebtedness or otherwise) but for the fact that such Senior Indebtedness
is subordinate or junior in right of payment to (or subject to a requirement
that amounts received on such Senior Indebtedness be paid over to obligees on)
trade accounts payable or accrued liabilities arising in the ordinary course of
business.

        "Indebtedness for Money Borrowed" shall mean any obligation of, or any
obligation guaranteed by, the Company for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments.

        "Indebtedness Ranking on a Parity with the Junior Subordinated
Debentures" shall mean (i) Indebtedness for Money Borrowed, whether outstanding
on the date of execution of the Indenture or thereafter created, assumed or
incurred, which specifically by its terms ranks equally with and not prior to
the Junior Subordinated Debentures in the right of payment upon the happening of
the dissolution or winding-up or liquidation or reorganization of the Company
and (ii) all other debt securities, and guarantees in respect of those debt
securities, issued to any other trust, or a trustee of such trust, partnership
or other entity affiliated with the Company that is a financing vehicle of the
Company (a "financing entity") in connection with the issuance by such financing
entity of equity securities or other securities guaranteed by the Company
pursuant to an instrument that ranks pari passu with or junior in right of
payment to the Guarantee.

        "Indebtedness Ranking Junior to the Junior Subordinated Debentures"
shall mean any Indebtedness for Money Borrowed, whether outstanding on the date
of execution of the Indenture or thereafter created, assumed or incurred, which
specifically by its terms ranks junior to and not equally with or prior to the
Junior Subordinated Debentures (and any other Indebtedness Ranking on a Parity
with the Junior Subordinated Debentures) in right of payment upon the happening
of the dissolution or winding-up or liquidation or reorganization of the
Company. The securing of any Indebtedness for Money Borrowed, otherwise
constituting Indebtedness Ranking on a Parity with the Junior Subordinated
Debentures or Indebtedness Ranking Junior to the Junior Subordinated Debentures,
as the case may be, shall not be deemed to prevent such Indebtedness for Money
Borrowed from constituting Indebtedness Ranking on a Parity with the Junior
Subordinated Debentures or Indebtedness Ranking Junior to the Junior
Subordinated Debentures, as the case may be.

        "Senior Indebtedness" shall mean all Indebtedness for Money Borrowed,
whether outstanding on the date of execution of the Indenture or thereafter
created, assumed or incurred, except Indebtedness Ranking on a Parity with the
Junior Subordinated Debentures or Indebtedness Ranking Junior to the Junior
Subordinated Debentures, and any deferrals, renewals or extensions of such
Senior Indebtedness.

        The Company is a non-operating holding company and almost all of the
operating assets of the Company are owned by the Company's banking subsidiary,
BancFirst, and BancFirst's subsidiaries. The Company relies primarily on
dividends from such subsidiaries to meet its obligations for payment of
principal and interest on its outstanding debt obligations and corporate
expenses. The Company is a legal entity separate and distinct from its banking
and non-banking affiliates. The principal sources of the Company's income are
dividends, interest and fees from its banking and non-banking affiliates.
BancFirst is subject to certain restrictions imposed by federal law on any
extensions of credit to, and certain other transactions with, the Company and
certain other affiliates, and on investments in stock or other

                                       44
<PAGE>
 
securities thereof. Such restrictions prevent the Company and such other
affiliates from borrowing from BancFirst unless the loans are secured by various
types of collateral. Further, such secured loans, other transactions and
investments by BancFirst are generally limited in amount as to the Company and
as to each of such other affiliates to 10% of BancFirst's capital and surplus
and as to the Company and all of such other affiliates to an aggregate of 20% of
BancFirst's capital and surplus. In addition, payment of dividends to the
Company by BancFirst is subject to ongoing review by banking regulators and is
subject to various statutory limitations and in certain circumstances requires
approval by banking regulatory authorities. Accordingly, the Junior Subordinated
Debentures will be effectively subordinated to all existing and future
liabilities of the Company's subsidiaries, and holders of Junior Subordinated
Debentures should look only to the assets of the Company for payments of
principal and premium, if any, and interest.

        The Indenture places no limitation on the amount of additional Senior
Indebtedness that may be incurred by the Company. The Company expects from time
to time to incur additional indebtedness constituting Senior Indebtedness.

        Governing Law. The Indenture and the New Junior Subordinated Debentures
will be governed by and construed in accordance with the laws of the State of
New York.

        Information Concerning the Debenture Trustee. Following the Exchange
Offer and the qualification of the Indenture under the Trust Indenture Act, the
Debenture Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act. Subject to such provisions, the Debenture Trustee is under no
obligation to exercise any of the powers vested in it by the Indenture at the
request of any holder of Junior Subordinated Debentures, unless offered
reasonable indemnity by such holder against the costs, expenses and liabilities
which might be incurred thereby. The Debenture Trustee is not required to expend
or risk its own funds or otherwise incur personal financial liability in the
performance of its duties if the Debenture Trustee reasonably believes that
repayment or adequate indemnity is not reasonably assured to it.

DESCRIPTION OF NEW GUARANTEE

        The Old Guarantee was executed and delivered by the Company concurrently
with the issuance by the Trust of the Old Capital Securities for the benefit of
the holders from time to time of the Old Capital Securities. Promptly after the
Expiration Date, the New Guarantee will be issued by the Company for the benefit
of the holders from time to time of the New Capital Securities. The New
Guarantee has been qualified under the Trust Indenture Act. This summary of
certain provisions of the New Guarantee does not purport to be complete and is
subject to, and qualified in its entirety by reference to, all of the provisions
of the New Guarantee, including the definitions therein of certain terms, and
the Trust Indenture Act.

        General. The Company will irrevocably agree to pay in full on a
subordinated basis, to the extent set forth herein, the Guarantee Payments (as
defined below) to the holders of the New Capital Securities, as and when due,
regardless of any defense, right of set-off or counterclaim that the Trust may
have or assert other than the defense of payment. The following payments with
respect to the New Capital Securities, to the extent not paid by or on behalf of
the Trust (the "Guarantee Payments"), will be subject to the New Guarantee: (i)
any accumulated and unpaid Distributions required to be paid on New Capital
Securities, to the extent that the Trust has funds on hand legally available
therefor at such time, (ii) the applicable Redemption Price with respect to New
Capital Securities called for redemption, to the extent that the Trust has funds
on hand legally available therefor at such time, or (iii) upon a voluntary or
involuntary termination and liquidation of the Trust, the lesser of (a) the
Liquidation Distribution and (b) the amount of assets of the Trust remaining
available for distribution to holders of New Capital Securities. The Company's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Company to the holders of the New Capital Securities or
by causing the Trust to pay such amounts to such holders.

        The New Guarantee will rank subordinate and junior in right of payment
to all Senior Indebtedness to the extent provided therein. See "-Status of New
Guarantee." Because the Company is a holding company, the right of the Company
to participate in any distribution of assets of any subsidiary upon such
subsidiary's liquidation or reorganization or otherwise, is subject to the prior
claims of creditors of that subsidiary, except to the extent the Company may
itself be recognized as a creditor of that subsidiary. Accordingly, the
Company's obligations under the New Guarantee will be effectively subordinated
to all existing and future liabilities of the Company's subsidiaries, and
claimants should look only to the assets of the Company for payments thereunder.
See "-Description of New Junior Subordinated Debentures-General." The New
Guarantee does not limit the incurrence or issuance of other secured or
unsecured debt  

                                       45
<PAGE>
 
of the Company, including Senior Indebtedness, whether under the Indenture, any
other indenture that the Company may enter into in the future or otherwise.

        The Company will, through the New Guarantee, the Trust Agreement, the
New Junior Subordinated Debentures and the Indenture, taken together, fully,
irrevocably and unconditionally guarantee all of the Trust's obligations under
the New Capital Securities. No single document standing alone or operating in
conjunction with fewer than all of the other documents constitutes such
guarantee. It is only the combined operation of these documents that has the
effect of providing a full, irrevocable and unconditional guarantee of the
Trust's obligations under the New Capital Securities. See "Relationship Among
the New Capital Securities, the New Junior Subordinated Debentures and the New
Guarantee."

        Status of New Guarantee. The New Guarantee will constitute an unsecured
obligation of the Company and will rank subordinate and junior in right of
payment to all Senior Indebtedness in the same manner as New Junior Subordinated
Debentures, except in the case of a bankruptcy or insolvency proceeding in
respect of the Company, in which case the New Guarantee will rank subordinate
and junior in right of payment to all liabilities (other than Other Guarantees)
of the Company.

        The New Guarantee will rank pari passu with the Old Guarantee and with
all Other Guarantees issued by the Company. The New Guarantee will constitute a
guarantee of payment and not of collection (i.e., the guaranteed party may
institute a legal proceeding directly against the Company to enforce its rights
under the New Guarantee without first instituting a legal proceeding against any
other person or entity). The New Guarantee will be held for the benefit of the
holders of the New Capital Securities. The New Guarantee will not be discharged
except by payment of the Guarantee Payments in full to the extent not paid by
the Trust or upon distribution to the holders of the New Capital Securities of
the New Junior Subordinated Debentures. The New Guarantee does not place a
limitation on the amount of additional Senior Indebtedness that may be incurred
by the Corporation. The Company expects from time to time to incur additional
indebtedness constituting Senior Indebtedness.

        Amendments and Assignment. Except with respect to any changes that do
not materially adversely affect the rights of holders of the New Capital
Securities (in which case no consent will be required), the New Guarantee may
not be amended without the prior approval of the holders of a majority of the
Liquidation Amount of such outstanding New Capital Securities. The manner of
obtaining any such approval will be as set forth under "-Description of New
Capital Securities-Voting Rights; Amendment of the Trust Agreement." All
guarantees and agreements contained in the New Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of the Company and
shall inure to the benefit of the holders of the New Capital Securities then
outstanding.

        Events of Default. An event of default under the New Guarantee will
occur upon the failure of the Company to perform any of its payment or other
obligations thereunder. The holders of a majority in Liquidation Amount of the
New Capital Securities will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Guarantee Trustee
in respect of the New Guarantee or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under the New Guarantee.

        Any holder of the New Capital Securities may institute a legal
proceeding directly against the Company to enforce its rights under the New
Guarantee without first instituting a legal proceeding against the Trust, the
Guarantee Trustee or any other person or entity.

        The Company, as guarantor, will be required to file annually with the
Guarantee Trustee a certificate as to whether or not the Company is in
compliance with all the conditions and covenants applicable to it under the New
Guarantee.

        Termination of the New Guarantee. The New Guarantee will terminate and
be of no further force and effect upon full payment of the applicable Redemption
Price of the New Capital Securities, upon full payment of the Liquidation Amount
payable upon liquidation of the Trust or upon distribution of New Junior
Subordinated Debentures to the holders of the New Capital Securities. The New
Guarantee will continue to be effective or will be reinstated, as the case may
be, if at any time any holder of the New Capital Securities must restore payment
of any sums paid under the New Capital Securities or the New Guarantee.

        Governing Law. The New Guarantee will be governed by and construed in
accordance with the laws of the State of New York.

                                       46
<PAGE>
 
        Information Concerning the Guarantee Trustee. The Guarantee Trustee,
other than during the occurrence and continuance of a default by the Company in
performance of the New Guarantee, will undertake to perform only such duties as
are specifically set forth in the New Guarantee and, after default with respect
to the New Guarantee, must exercise the same degree of care and skill as a
prudent person would exercise or use in the conduct of his or her own affairs.
Subject to this provision, the Guarantee Trustee will be under no obligation to
exercise any of the powers vested in it by the New Guarantee at the request of
any holder of the New Capital Securities unless it is offered reasonable
indemnity against the costs, expenses and liabilities that might be incurred
thereby.


                         DESCRIPTION OF OLD SECURITIES

        The terms of the Old Securities are identical in all material respects
to the New Securities, except that (i) the Old Securities have not been
registered under the Securities Act, are subject to certain restrictions on
transfer and are entitled to certain rights under the applicable Registration
Rights Agreement (which rights will terminate upon consummation of the Exchange
Offer, except under limited circumstances), (ii) the New Capital Securities will
not contain the $100,000 minimum Liquidation Amount transfer restriction and
certain other restrictions on transfer applicable to Old Capital Securities,
(iii) the New Capital Securities will not provide for any increase in the
distribution rate thereon, (iv) the New Junior Subordinated Debentures will not
contain the $100,000 minimum principal amount transfer restriction and (v) the
New Junior Subordinated Debentures will not provide for any increase in the
interest rate thereon. The Old Securities provide that, in the event that a
registration statement relating to the Exchange Offer has not been filed by July
4, 1997 and been declared effective by August 3, 1997, or, in certain limited
circumstances, in the event a shelf registration statement (the "Shelf
Registration Statement") with respect to the resale of the Old Capital
Securities is not declared effective by August 3, 1997, then interest will
accrue (in addition to the stated interest rate on the Old Junior Subordinated
Debentures) at the rate of 0.25% per annum on the principal amount of the Old
Junior Subordinated Debentures and Distributions will accumulate (in addition to
the stated distribution rate on the Old Capital Securities) at the rate of 0.25%
per annum on the Liquidation Amount of the Old Capital Securities, for the
period from the occurrence of such event until such time as such required
Exchange Offer is consummated or any required Shelf Registration Statement is
effective. The New Securities are not, and upon consummation of the Exchange
Offer the Old Securities will not be, entitled to any such additional interest
or Distributions. Accordingly, holders of Old Capital Securities should review
the information set forth under "Risk Factors-Certain Consequences of a Failure
to Exchange Old Capital Securities" and "Description of New Securities."

              RELATIONSHIP AMONG THE NEW CAPITAL SECURITIES, THE
           NEW JUNIOR SUBORDINATED DEBENTURES AND THE NEW GUARANTEE

FULL AND UNCONDITIONAL GUARANTEE

        Payments of Distributions and other amounts due on the New Capital
Securities (to the extent the Trust has funds on hand legally available for the
payment of such Distributions) will be irrevocably guaranteed by the Company as
and to the extent set forth under "Description of New Securities-Description of
New Guarantee." Taken together, the Company's obligations under the New Junior
Subordinated Debentures, the Indenture, the Trust Agreement and the New
Guarantee will provide, in the aggregate, a full, irrevocable and unconditional
guarantee of payments of Distributions and other amounts due on the New Capital
Securities. No single document standing alone or operating in conjunction with
fewer than all of the other documents constitutes such guarantee. It is only the
combined operation of these documents that has the effect of providing a full,
irrevocable and unconditional guarantee of the Trust's obligations under the New
Capital Securities. If and to the extent that the Company does not make the
required payments on the New Junior Subordinated Debentures, the Trust will not
have sufficient funds to make the related payments, including Distributions, on
the New Capital Securities. The New Guarantee will not cover any such payment
when the Trust does not have sufficient funds on hand legally available
therefor. In such event, the remedy of a holder of New Capital Securities is to
institute a Direct Action. The obligations of the Company under the New
Guarantee will rank subordinate and junior in right of payment to all Senior
Indebtedness.

SUFFICIENCY OF PAYMENTS

        As long as payments of interest and other payments are made when due on
the New Junior Subordinated Debentures, such payments will be sufficient to
cover Distributions and other payments due on the New Capital Securities,
primarily because: (i) the aggregate principal amount or Prepayment Price of the
New Junior Subordinated
 

                                       47
<PAGE>
 
Debentures will be equal to the sum of the Liquidation Amount or Redemption
Price, as applicable, of the New Capital Securities and related Common
Securities; (ii) the interest rate and interest and other payment dates on the
New Junior Subordinated Debentures will match the distribution rate and
distribution and other payment dates for the New Capital Securities; (iii) the
Company shall pay for all and any costs, expenses and liabilities of the Trust
except the Trust's obligations to holders of Trust Securities under the Trust
Agreement; and (iv) the Trust Agreement provides that the Trust is not
authorized to engage in any activity that is not consistent with the limited
purposes thereof.

ENFORCEMENT RIGHTS OF HOLDERS OF NEW CAPITAL SECURITIES

        A holder of any New Capital Security may institute a legal proceeding
directly against the Company to enforce its rights under the New Guarantee
without first instituting a legal proceeding against the Guarantee Trustee, the
Trust or any other person or entity. A default or event of default under any
Senior Indebtedness would not constitute a default or Event of Default under the
Trust Agreement. However, in the event of payment defaults under, or
acceleration of, Senior Indebtedness, the subordination provisions of the
Indenture provide that no payments may be made in respect of the New Junior
Subordinated Debentures until such Senior Indebtedness has been paid in full or
any payment default thereunder has been cured or waived. Failure to make
required payments on New Junior Subordinated Debentures would constitute an
Event of Default under the Trust Agreement.

LIMITED PURPOSE OF THE TRUST

        The Trust exists for the sole purpose of issuing and selling the Trust
Securities, using the proceeds from the sale of the Trust Securities to acquire
the Junior Subordinated Debentures and engaging in only those other activities
necessary, advisable or incidental thereto. The New Capital Securities will
represent preferred beneficial interests in the Trust. A principal difference
between the rights of a holder of a New Capital Security and a holder of a New
Junior Subordinated Debenture is that a holder of a New Junior Subordinated
Debenture will be entitled to receive from the Company the principal amount of
(and premium, if any) and interest on New Junior Subordinated Debentures held,
while a holder of New Capital Securities is entitled to receive Distributions
from the Trust (or, in certain circumstances, from the Company under the New
Guarantee) if and to the extent the Trust has funds on hand legally available
for the payment of such Distributions.

RIGHTS UPON TERMINATION

        Unless the Junior Subordinated Debentures are distributed to holders of
the Trust Securities, upon any voluntary or involuntary termination and
liquidation of the Trust, the holders of the Trust Securities will be entitled
to receive, out of assets held by the Trust, the Liquidation Distribution in
cash. See "Description of New Securities-Description of New Capital Securities-
Liquidation of the Trust and Distribution of New Junior Subordinated
Debentures." Upon any voluntary or involuntary liquidation or bankruptcy of the
Company, the Property Trustee, as holder of the New Junior Subordinated
Debentures, would be a subordinated creditor of the Company, subordinated in
right of payment to all Senior Indebtedness as set forth in the Indenture, but
entitled to receive payment in full of principal (and premium, if any) and
interest, before any stockholders of the Company receive payments or
distributions. Since the Company will be the guarantor under the New Guarantee
and will agree to pay for all costs, expenses and liabilities of the Trust
(other than the Trust's obligations to the holders of its Trust Securities), the
positions of a holder of New Capital Securities and a holder of New Junior
Subordinated Debentures relative to stockholders of the Company in the event of
liquidation or bankruptcy of the Company are expected to be substantially the
same.

            CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

GENERAL

        In the opinion of Brown & Wood LLP, special counsel to the Company and
the Trust ("Tax Counsel"), the following is a summary of certain of the material
United States federal income tax consequences of the purchase, ownership and
disposition of Capital Securities held as capital assets by a holder. This
summary only addresses the tax consequences to a holder that acquired the Old
Capital Securities upon initial issuance at their original offering price. It
does not deal with special classes of holders such as banks, thrifts, real
estate investment trusts, regulated investment companies, insurance companies,
dealers in securities or currencies, tax-exempt investors, or persons that will
hold the Capital Securities as a position in a "straddle," as part of a
"synthetic security" or "hedge," as part of a "conversion transaction" or other
integrated investment, or as other than a capital asset. This summary also does
not address the tax  

                                       48
<PAGE>
 
consequences to persons that have a functional currency other than the U.S.
dollar or the tax consequences to shareholders, partners or beneficiaries of a
holder of Capital Securities. Further, it does not include any description of
any alternative minimum tax consequences or the tax laws of any state or local
government or of any foreign government that may be applicable to the Capital
Securities. This summary is based on the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury regulations thereunder, the administrative and
judicial interpretations thereof, as of the date hereof, all of which are
subject to change, possibly on a retroactive basis.

EXCHANGE OF CAPITAL SECURITIES

        The exchange of Old Capital Securities for New Capital Securities should
not be a taxable event to holders for United States federal income tax purposes.
The exchange of Old Capital Securities for New Capital Securities pursuant to
the Exchange Offer should not be treated as an "exchange" for United States
federal income tax purposes because the New Capital Securities should not be
considered to differ materially in kind or extent from the Old Capital
Securities and because the exchange will occur by operation of the terms of the
Old Capital Securities. If, however, the exchange of the Old Capital Securities
for the New Capital Securities were treated as an exchange for United States
federal income tax purposes, such exchange should constitute a recapitalization
for federal income tax purposes. Accordingly, the New Capital Securities should
have the same issue price as the Old Capital Securities, and a holder should
have the same adjusted tax basis and holding period in the New Capital
Securities as the holder had in the Old Capital Securities immediately before
the exchange.

CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBENTURES

        In connection with the issuance of the Old Junior Subordinated
Debentures, Tax Counsel has rendered its opinion generally to the effect that,
under then current law and assuming full compliance with the terms of the
Indenture (and certain other documents), and based on certain facts and
assumptions contained in such opinion, the Old Junior Subordinated Debentures
will be classified for United States federal income tax purposes as indebtedness
of the Company. An opinion of Tax Counsel, however, is not binding on the
Internal Revenue Service (the "IRS") or the courts. Prospective investors should
note that no rulings have been or are expected to be sought from the IRS with
respect to any of these issues and no assurance can be given that the IRS will
not take contrary positions. Moreover, no assurance can be given that any of the
opinions expressed herein will not be challenged by the IRS or, if challenged,
that such a challenge would not be successful.

CLASSIFICATION OF THE TRUST

        In connection with the issuance of the Old Capital Securities, Tax
Counsel has rendered its opinion generally to the effect that, under then
current law and assuming full compliance with the terms of the Trust Agreement
and the Indenture (and certain other documents), and based on certain facts and
assumptions contained in such opinion, the Trust will be classified for United
States federal income tax purposes as a grantor trust and not as an association
taxable as a corporation. Accordingly, for United States federal income tax
purposes, each holder of Capital Securities generally will be considered the
owner of an undivided interest in the Junior Subordinated Debentures, and each
holder will be required to include in its gross income any interest (or OID
accrued) with respect to its allocable share of those Junior Subordinated
Debentures.

INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT

        Under recently issued Treasury regulations (the "Regulations")
applicable to debt instruments issued on or after August 13, 1996, a "remote"
contingency that stated interest will not be timely paid will be ignored in
determining whether a debt instrument is issued with OID. The Company believes
that the likelihood of its exercising its option to defer payments of interest
is "remote" since exercising that option would prevent the Company from
declaring dividends on any class of its equity securities. Accordingly, the
Company intends to take the position, based on the advice of Tax Counsel, that
the Junior Subordinated Debentures will not be considered to be issued with OID
and, accordingly, stated interest on the Junior Subordinated Debentures
generally will be taxable to a holder as ordinary income at the time it is paid
or accrued in accordance with such holder's method of accounting.

        Under the Regulations, if the Company were to exercise its option to
defer payments of interest, the Junior Subordinated Debentures would at that
time be treated as issued with OID, and all stated interest on the Junior
Subordinated Debentures would thereafter be treated as OID as long as the Junior
Subordinated Debentures remain

                                       49
<PAGE>
 
outstanding. In such event, all of a holder's taxable interest income with
respect to the Junior Subordinated Debentures would thereafter be accounted for
on an economic accrual basis regardless of such holder's method of tax
accounting, and actual distributions of stated interest would not be reported as
taxable income. Consequently, a holder of Capital Securities would be required
to include in gross income OID even though the Company would not make actual
cash payments during an Extension Period. Moreover, under the Regulations, if
the option to defer the payment of interest was determined not to be "remote",
the Junior Subordinated Debentures would be treated as having been originally
issued with OID. In such event, all of a holder's taxable interest income with
respect to the Junior Subordinated Debentures would be accounted for on an
economic accrual basis regardless of such holder's method of tax accounting, and
actual distributions of stated interest would not be reported as taxable income.

        The Regulations have not yet been addressed in any rulings or other
interpretations by the IRS, and it is possible that the IRS could take a
position contrary to Tax Counsel's interpretation herein.

        Because income on the Capital Securities will constitute interest or
OID, corporate holders of the Capital Securities will not be entitled to a
dividends-received deduction with respect to any income recognized with respect
to the Capital Securities.

RECEIPT OF JUNIOR SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF THE TRUST

        Provided certain conditions are met (see "Description of New Capital
Securities-Liquidation of the Trust and Distribution of Junior Subordinated
Debentures"), the Company will have the right at any time to liquidate the Trust
and cause the Junior Subordinated Debentures to be distributed to the holders of
the Trust Securities. Under current law, such a distribution, for United States
federal income tax purposes, would be treated as a nontaxable event to each
holder, and each holder would receive an aggregate tax basis in the Junior
Subordinated Debentures equal to such holder's aggregate tax basis in its
Capital Securities. A holder's holding period in the Junior Subordinated
Debentures so received in liquidation of the Trust would include the period
during which the Capital Securities were held by such holder. If, however, the
Trust is characterized for United States federal income tax purposes as an
association taxable as a corporation at the time of its dissolution, the
distribution of the Junior Subordinated Debentures may constitute a taxable
event to holders of Capital Securities and a holder's holding period in Junior
Subordinated Debentures would begin on the date such Junior Subordinated
Debentures were received.

        Under certain circumstances described herein (see "Description New
Securities-Description of New Capital Securities"), the Junior Subordinated
Debentures may be redeemed for cash and the proceeds of such redemption
distributed to holders in redemption of their Capital Securities. Under current
law, such a redemption would, for United States federal income tax purposes,
constitute a taxable disposition of the redeemed Capital Securities, and a
holder could recognize gain or loss as if it sold such redeemed Capital
Securities for cash. See " -Sales of Capital Securities."

SALES OF CAPITAL SECURITIES

        A holder that sells Capital Securities will recognize gain or loss equal
to the difference between its adjusted tax basis in the Capital Securities and
the amount realized on the sale of such Capital Securities (other than with
respect to accrued and unpaid interest which has not yet been included in
income, which will be treated as ordinary income). A holder's adjusted tax basis
in the Capital Securities generally will be its initial purchase price increased
by OID (if any) previously includable in such holder's gross income to the date
of disposition and decreased by payments (if any) received on the Capital
Securities in respect of OID. Such gain or loss generally will be a capital gain
or loss and generally will be a long-term capital gain or loss if the Capital
Securities have been held for more than one year.

        The Capital Securities may trade at a price that does not accurately
reflect the value of accrued but unpaid interest with respect to the underlying
Junior Subordinated Debentures. A holder who uses the accrual method of
accounting for tax purposes (and a cash method holder, if the Junior
Subordinated Debentures are deemed to have been issued with OID) who disposes of
his Capital Securities between record dates for payments of distributions
thereon will be required to include accrued but unpaid interest on the Junior
Subordinated Debentures through the date of disposition in income as ordinary
income (i.e., interest or, possibly, OID), and to add such amount to his
adjusted tax basis in his pro rata share of the underlying Junior Subordinated
Debentures deemed disposed of. To the extent the selling price is less than the
holder's adjusted tax basis a holder will recognize a capital loss. Subject to
certain limited exceptions, capital losses cannot be applied to offset ordinary
income for United States federal income tax purposes.

                                       50
<PAGE>
 
PROPOSED TAX LEGISLATION

        On February 6, 1997, as part of the Clinton Administration's Fiscal 1998
Budget Proposal, the Treasury Department proposed legislation (the "Proposed
Legislation") which would, among other things, generally deny corporate issuers
a deduction for interest in respect of certain debt obligations, such as the New
Junior Subordinated Debentures, issued on or after the date of "first committee
action," if such debt obligations had a maximum term in excess of 15 years and
are not shown as indebtedness on the issuer's applicable consolidated balance
sheet. The Proposed Legislation has not yet been introduced by any member of the
105th Congress. If the Proposed Legislation or any other legislation is enacted
by Congress, such enactment may give rise to a Tax Event, in which event the
Company, upon approval of the Federal Reserve if then required under applicable
capital guidelines or policies of the Federal Reserve, would be permitted to
cause a redemption of the Trust Securities at the Special Event Redemption Price
by electing to prepay the Junior Subordinated Debentures at the Special Event
Prepayment Price. See "Description of Capital Securities-Description of New
Capital Securities-Redemption" and "-Description of New Junior Subordinated
Debentures-Special Event Prepayment."

UNITED STATES ALIEN HOLDERS

        For purposes of this discussion, a "United States Alien Holder" is any
corporation, individual, partnership, estate or trust that is not a U.S. Holder
for United States federal income tax purposes. A "U.S. Holder" is a holder of
Capital Securities who or which is (i) a citizen or individual resident (or is
treated as a citizen or individual resident) of the United States for federal
income tax purposes, (ii) a corporation or partnership created or organized (or
treated as created or organized for federal income tax purposes) in or under the
laws of the United States or any political subdivision thereof, (iii) an estate
the income of which is includible in its gross income for federal income tax
purposes without regard to its source or (iv) a trust if, and only if, (x) a
court within the United States is able to exercise primary supervision over the
administration of the trust and (y) one or more United States trustees have the
authority to control all substantial decisions of the trust. Under present
United States federal income tax laws: (i) payments by the Trust or any of its
paying agents to any holder of a Capital Security who or which is a United
States Alien Holder will not be subject to United States federal withholding
tax; provided that, (a) the beneficial owner of the Capital Security does not
actually or constructively own 10 percent or more of the total combined voting
power of all classes of stock of the Company entitled to vote, (b) the
beneficial owner of the Capital Security is not a controlled foreign corporation
that is related to the Company through stock ownership, and (c) either (A) the
beneficial owner of the Capital Security certifies to the Trust or its agent,
under penalties of perjury, that it is not a United States holder and provides
its name and address or (B) a securities clearing organization, bank or other
financial institution that holds customers' securities in the ordinary course of
its trade or business (a "Financial Institution"), and holds the Capital
Security in such capacity, certifies to the Trust or its agent, under penalties
of perjury, that such statement has been received from the beneficial owner by
it or by a Financial Institution between it and the beneficial owner and
furnishes the Trust or its agent with a copy thereof; and (ii) a United States
Alien Holder of a Capital Security will not be subject to United States federal
withholding tax on any gain realized upon the sale or other disposition of a
Capital Security.

INFORMATION REPORTING TO HOLDERS

        Generally, income on the Capital Securities will be reported to holders
on Forms 1099, which forms should be mailed to holders of Capital Securities by
January 31 following each calendar year.

BACKUP WITHHOLDING

        Payments made on, and proceeds from the sale of, the Capital Securities
may be subject to a "backup" withholding tax of 31 percent unless the holder
complies with certain identification requirements. Any withheld amounts will be
allowed as a credit against the holder's United States federal income tax,
provided the required information is provided to the IRS.

                                       51
<PAGE>
 
        THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS
INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A
HOLDER'S PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH
RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE EXCHANGE, OWNERSHIP AND
DISPOSITION OF THE NEW CAPITAL SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER
STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN
UNITED STATES FEDERAL OR OTHER TAX LAWS.

                             ERISA CONSIDERATIONS

        The Company, the obligor with respect to the New Junior Subordinated
Debentures held by the Trust, and its affiliates and the Property Trustee may be
considered a "party in interest" (within the meaning of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")) or a "disqualified person"
(within the meaning of Section 4975 of the Code) with respect to many employee
benefit plans ("Plans") that are subject to ERISA. Any purchaser proposing to
acquire New Capital Securities with assets of any Plan should consult with its
counsel. The purchase and/or holding of New Capital Securities by a Plan that is
subject to the fiduciary responsibility provisions of ERISA or the prohibited
transaction provisions of Section 4975 of the Code (including individual
retirement arrangements and other plans described in Section 4975(e)(1) of the
Code) and with respect to which the Company, the Property Trustee or any
affiliate is a service provider (or otherwise is a party in interest or a
disqualified person) may constitute or result in a prohibited transaction under
ERISA or Section 4975 of the Code, unless such New Capital Securities are
acquired pursuant to and in accordance with an applicable exemption, such as
Prohibited Transaction Class Exemption ("PTCE") 84-14 (an exemption for certain
transactions determined by an independent qualified professional asset manager),
PTCE 91-38 (an exemption for certain transactions involving bank collective
investment funds), PTCE 90-1 (an exemption for certain transactions involving
insurance company pooled separate accounts), PTCE 95-60 (an exemption for
transactions involving certain insurance company general accounts) or PTCE 95-23
(an exemption for certain transactions determined by an in-house manager). In
addition, as described below, a Plan fiduciary considering the acquisition of
New Capital Securities should be aware that the assets of the Trust may be
considered "plan assets" for ERISA purposes. Therefore, a Plan fiduciary should
consider whether the acquisition of Capital Securities could result in a
delegation of fiduciary authority to the Property Trustee, and, if so, whether
such a delegation of authority is permissible under the Plan's governing
instrument or any investment management agreement with the Plan. In making such
determination, a Plan fiduciary should note that the Property Trustee is a bank
qualified to be an investment manager (within the meaning of section 3(38) of
ERISA) to which such a delegation of authority generally would be permissible
under ERISA. Further, prior to an Event of Default with respect to the New
Junior Subordinated Debentures, the Property Trustee will have only limited
custodial and ministerial authority with respect to Trust assets.

        Under the U.S. Department of Labor regulations defining "plan assets"
for ERISA purposes (the "Plan Assets Regulations"), the assets of the Trust will
be considered plan assets of Plans owning New Capital Securities unless the
aggregate investment in New Capital Securities by "benefit plan investors" is
not deemed "significant" or the New Capital Securities qualify as "publicly
offered securities" as defined in such Regulations. For this purpose, equity
participation by benefit plan investors will not be considered "significant" on
any date only if, immediately after the most recent acquisition of Capital
Securities, the aggregate interest in the New Capital Securities held by benefit
plan investors will be less than 25% of the value of the New Capital Securities.
Although it is possible that the equity participation by benefit plan investors
in New Capital Securities on any date will not be "significant" for purposes of
the Plan Assets Regulations, such result cannot be assured.

        The New Capital Securities may qualify as "publicly offered securities"
under the Plan Assets Regulations if at the time of the Exchange Offer they are
also "widely held" and "freely transferable." Under the Regulations, a class of
securities is "widely held" only if it is a class of securities that is owned by
100 or more investors independent of the issuer and of one another. Although it
is possible that at the time of the Exchange Offer the New Capital Securities
will be "widely held," such result cannot be assured. Whether a security is
"freely transferable" for purposes of the Regulations is a factual question to
be determined on the basis of all relevant facts and circumstances. If at the
time of the Exchange Offer the New Capital Securities qualify as "publicly
offered securities," the assets of the Trust should not be "plan assets" with
respect to Plans acquiring New Capital Securities. If at the time of the
Exchange Offer the New Capital Securities do not qualify as "publicly offered
securities," the "plan asset" considerations discussed in the preceding
paragraphs could be applicable in connection with the investment by Plans in the
New Capital Securities.

                                       52
<PAGE>
 
                             PLAN OF DISTRIBUTION

        Each broker-dealer that receives New Capital Securities for its own
account in connection with the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such New Capital
Securities. This Prospectus, as it may be amended or supplemented from time to
time, may be used by Participating Broker-Dealers during the period referred to
below in connection with resales of New Capital Securities received in exchange
for Old Capital Securities if such Old Capital Securities were acquired by such
Participating Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities. The Company and the Trust have agreed
that this Prospectus, as it may be amended or supplemented from time to time,
may be used by a Participating Broker-Dealer in connection with resales of such
New Capital Securities for a period ending 90 days after the Expiration Date
(subject to extension under certain limited circumstances described herein) or,
if earlier, when all such New Capital Securities have been disposed of by such
Participating Broker- Dealer. However, a Participating Broker-Dealer who intends
to use this Prospectus in connection with the resale of New Capital Securities
received in exchange for Old Capital Securities pursuant to the Exchange Offer
must notify the Company or the Trust, or cause the Company or the Trust to be
notified, on or prior to the Expiration Date, that it is a Participating Broker-
Dealer. Such notice may be given in the space provided for that purpose in the
Letter of Transmittal or may be delivered to the Exchange Agent at one of the
addresses set forth herein under "The Exchange Offer-Exchange Agent." See "The
Exchange Offer-Resales of New Capital Securities."

        The Company or the Trust will not receive any cash proceeds from the
issuance of the New Capital Securities offered hereby. New Capital Securities
received by broker-dealers for their own accounts in connection with the
Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the New Capital Securities or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or at negotiated prices. Any such resale may be
made directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such broker-
dealer and/or the purchasers of any such New Capital Securities.

        Any broker-dealer that resells New Capital Securities that were received
by it for its own account in connection with the Exchange Offer and any broker
or dealer that participates in a distribution of such New Capital Securities may
be deemed to be an "underwriter" within the meaning of the Securities Act, and
any profit on any such resale of New Capital Securities and any commissions or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a broker-
dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

                          VALIDITY OF NEW SECURITIES

        Certain legal matters will be passed upon for the Company by Day Edwards
Federman Propester & Christensen, P.C., Oklahoma City, Oklahoma. The validity of
the New Junior Subordinated Debentures and the New Guarantee will be passed upon
by Brown & Wood LLP, New York, New York, special counsel to the Company. The
validity of the New Capital Securities will be passed upon by Richards, Layton &
Finger, P.A., Wilmington, Delaware, special Delaware counsel to the Trust.
Certain matters relating to United States federal income tax considerations will
be passed upon by Brown & Wood LLP, New York, New York.
 
                                    EXPERTS

        The Consolidated Financial Statements of the Company as of December 31, 
1995, and for each of the two years in the period ended December 31, 1995, 
incorporated by reference in this Prospectus, have been so incorporated in 
reliance on the reports of Price Waterhouse LLP, independent accountants, given 
on the authority of said firm as experts in auditing and accounting.

        The Consolidated Financial Statements of the Company as of December 31,
1996, and for the year then ended, incorporated by reference in this Prospectus,
have been so incorporated in reliance on the reports of Coopers & Lybrand
L.L.P., independant accountants, given on the authority of said firm as experts
in auditing and accounting.

                                       53
<PAGE>
 
                             BANCFIRST CORPORATION
                      REGISTRATION STATEMENT ON FORM S-4

                                    PART II

                  INFORMATION NOT REQUIRED IN THE PROSPECTUS


ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 1006(B)(7) of the General Corporation Act of the State of Oklahoma
(the "Oklahoma General Corporation Act") authorizes a corporation in its
certificate of incorporation to eliminate or limit the personal liability of
members of its board of directors to the corporation or its stockholders for
monetary damages for violations of a director's fiduciary duty of care,
including acts constituting gross negligence.  Such a provision would have no
effect on the availability of equitable remedies, such as an injunction or
rescission, for breach of fiduciary duty.  In addition, no such provision may
eliminate or limit the liability of a director for breaching his duty of loyalty
to the corporation or its shareholders, failing to act in good faith, engaging
in intentional misconduct or knowingly violating a law, paying an unlawful
dividend or approving an illegal stock repurchase, or executing any transaction
from which the director obtained an improper personal benefit.

     Section 1031 of the Oklahoma General Corporation Act empowers a corporation
to indemnify any person who was or is a party to or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  With respect to actions
or suits by or in the right of the corporation, such indemnification is limited
to expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit.
Further, no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.  Additionally, a corporation is required to indemnify its
directors and officers against expenses to the extent that such directors or
officers have been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above or in defense of any claim, issue
or matter therein.

     An indemnification can be made by the corporation only upon a determination
made in the manner prescribed by the statute that indemnification is proper in
the circumstances because the party seeking indemnification has met the
applicable standard of conduct as set forth in the Oklahoma General Corporation
Act.  The indemnification provided by the Oklahoma General Corporation Act shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. A corporation also has the power to
purchase and maintain insurance on behalf of any person covering any liability
incurred by such person in his capacity as a director, officer, employee or
agent of the corporation, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such liability.
The indemnification provided by the Oklahoma General Corporation Act shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

THE COMPANY'S CHARTER AND BYLAW PROVISIONS

     The Company's Certificate of Incorporation (i) limits its directors'
liability for monetary damages to the Company and its shareholders for breach of
fiduciary duty except under the circumstances outlined in Section 1006(B)(7) 
<PAGE>
 
of the Oklahoma General Corporation Act as described above, (ii) provides for
elimination or limitation of liability to the fullest extent permitted should
the Oklahoma General Corporation Act be amended to authorize corporation action
further eliminating or limiting the personal liability of directors and (iii)
provides for indemnification to the fullest extent permitted by Section 1031 of
the Oklahoma General Corporation Act.

OTHER ARRANGEMENTS

     The Company maintains a directors' and officers' liability insurance policy
insuring its directors and officers against certain liabilities and expenses
incurred by them in their capacities as such and insuring the Company, under
certain circumstances, in the event that indemnification payments are made by
the Company to such directors and officers.

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>
     Exhibit
     Number                                              Name of Exhibit
     -------                                             ---------------
     <S>           <C> 
        4.1        Indenture of BancFirst Corporation relating to the Junior Subordinated Debentures (filed as Exhibit 4.2 to the
                   Company's Current Report on Form 8-K dated February 4, 1997 and incorporated herein by reference)

        4.2        Form of Certificate of New Junior Subordinated Debenture (included as Exhibit A to Exhibit 4.1)

        4.3        Certificate of Trust of BFC Capital Trust I

        4.4        Declaration of Trust of BFC Capital Trust I

        4.5        Amended and Restated Declaration of Trust for BFC Capital Trust I (filed as Exhibit 4.1 to the Company's Current
                   Report on Form 8-K dated February 4, 1997 and incorporated herein by reference)

        4.6        Form of New Capital Security Certificate for BFC Capital Trust I (included as Exhibit D to Exhibit 4.5)

        4.7        Form of New Guarantee of BancFirst Corporation relating to the New Capital Securities

        4.8        Registration Rights Agreement

       5.1*        Opinion of Day Edwards Federman Propester & Christensen, P.C. as to the authorization of the New Junior
                   Subordinated Debentures and the New Guarantee to be issued by BancFirst Corporation

       5.2*        Opinion of Brown & Wood LLP as to the legality of the New Junior Subordinated Debentures and the New Guarantee to

                   be issued by BancFirst Corporation

       5.3*        Opinion of Richards, Layton & Finger, P.A. as to legality of the New Capital Securities to be issued by BFC
                   Capital Trust I

       8*          Opinion of Brown & Wood LLP as to certain federal income tax matters

       12.1          Computation of ratio of earnings to fixed charges

       23.1          Consent of Coopers & Lybrand, L.L.P.

       23.2          Consent of Price Waterhouse, LLP

       23.3          Consent of Day Edwards Federman Propester & Christensen, P.C. (included in Exhibit 5.1)

       23.4          Consent of Brown & Wood LLP (included in Exhibit 5.2)
</TABLE> 
<PAGE>
 
<TABLE> 
<CAPTION> 
     Exhibit
     Number                                              Name of Exhibit
     -------                                             ---------------
     <S>             <C> 
       23.5          Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.3)

       25.1          Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Amended and Restated
                     Declaration of Trust of BFC Capital Trust I

       25.2          Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the New Guarantee of
                     Bancfirst Corporation for the benefit of the holders of New Capital Securities of BFC Capital Trust I

       25.3          Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Indenture of BancFirst
                     Corporation

       99.1          Form of Letter of Transmittal

       99.2          Form of Notice of Guaranteed Delivery

       99.3          Form of Exchange Agent Agreement
</TABLE>

*  To be filed by amendment.

ITEM 22. UNDERTAKINGS

     Each  of the undersigned Registrants hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended, each
filing of a Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of each
undersigned Registrant pursuant to the provisions, or otherwise, each Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy  as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by each undersigned Registrant of
expenses incurred or paid by a director, officer of controlling person of each
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, each Registrant will, unless in the opinion of its
counsel the matter has been settled by the controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

     The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means.  This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.

     The undersigned Registrants hereby undertake to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired or involved therein, that was not the subject of and included in
the registration statement when it became effective.
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, BancFirst
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements  for filing on Form S-4 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oklahoma City, and State of Oklahoma, on the __
day of April, 1997.

                                   BANCFIRST CORPORATION



                                   By:_________________________________________
                                         David E. Rainbolt
                                         President and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                     NAME                                      TITLE                DATE
                     ----                                      -----                ----
<S>                                              <C>                                <C>
/s/ H. E. Rainbolt                               Chairman of the Board
- --------------------------------------------
H. E. Rainbolt                                   (Principal Executive Officer)

 /s/ David E. Rainbolt                            President, Chief Executive
- --------------------------------------------
David E. Rainbolt                                Officer and Director
                                                 (Principal Executive Officer)
  
/s/ Joe T. Shockley, Jr.                         Executive Vice President, Chief
- --------------------------------------------
Joe T. Shockley, Jr.                             Financial Officer and Director
                                                 (Principal Financial Officer)
 
/s/ J. Ralph McCalmont                           Vice Chairman of the Board
- --------------------------------------------
J. Ralph McCalmont                               (Principal Executive Officer)

 
/s/ Robert A. Gregory                            Vice Chairman of the Board
Robert A. Gregory                                (Principal Executive Officer)

 
/s/ William O. Johnstone                         Vice Chairman of the Board
- --------------------------------------------     (Principal Executive Officer)
William O. Johnstone

/s/ Stephen R. Lindemood                         President, BancTrust and Director
- --------------------------------------------
Stephen R. Lindemood                             (Principal Executive Officer)
 
/s/ John T. Hannah                               Director
- --------------------------------------------
John T. Hannah

/s/ Melvin Moran                                 Director
- --------------------------------------------
Melvin Moran

/s/ J. R. Hutchens, Jr.                          Director
- --------------------------------------------
J. R. Hutchens, Jr.

/s/ Randy P. Foraker                             Senior Vice President, Controller
- --------------------------------------------
Randy P. Foraker                                 and Secretary/Treasurer
                                                 (Principal Accounting Officer)
</TABLE>
<PAGE>
 
     Pursuant to the  requirements of the Securities  Act of 1933,  BFC Capital
Trust  I certifies that it has reasonable grounds to believe that it meets all
the  requirements for filing on Form S-4 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, and State of Oklahoma, on the __ day
of April, 1997.

                                        BFC CAPITAL TRUST I



                                        By:  David E. Rainbolt
                                             ---------------------------------
                                             David E. Rainbolt,
                                             as Administrative Trustee
     


                                        By: Joe T. Shockley,Jr.
                                            ----------------------------------
                                            Joe T. Shockley, Jr.,
                                            as Administrative Trustee

 

                                        By: Randy P. Foraker
                                            ----------------------------------
                                            Randy P. Foraker,
                                            as Administrative Trustee
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
     Exhibit
     Number                                              Name of Exhibit
     -------                                             ---------------
     <S>            <C> 
         4.1        Indenture of BancFirst Corporation relating to the Junior Subordinated Debentures (filed as Exhibit 4.2 to the
                    Company's Current Report on Form 8-K dated February 4, 1997 and incorporated herein by reference)

         4.2        Form of Certificate of New Junior Subordinated Debenture (included as Exhibit A to Exhibit 4.1)

         4.3        Certificate of Trust of BFC Capital Trust I

         4.4        Declaration of Trust of BFC Capital Trust I

         4.5        Amended and Restated Declaration of Trust for BFC Capital Trust I (filed as Exhibit 4.1 to the Company's Current

                    Report on Form 8-K dated February 4, 1997 and incorporated herein by reference)

         4.6        Form of New Capital Security Certificate for BFC Capital Trust I (included as Exhibit D to Exhibit 4.5)

         4.7        Form of New Guarantee of BancFirst Corporation relating to the New Capital Securities

         4.8        Registration Rights Agreement

        5.1*        Opinion of Day Edwards Federman Propester & Christensen, P.C. as to the authorization of the New Junior
                    Subordinated Debentures and the New Guarantee to be issued by BancFirst Corporation

        5.2*        Opinion of Brown & Wood LLP as to the legality of the New Junior Subordinated Debentures and the New Guarantee
                    to be issued by BancFirst Corporation

        5.3*        Opinion of Richards, Layton & Finger, P.A. as to legality of the New Capital Securities to be issued by BFC
                    Capital Trust I

         8*         Opinion of Brown & Wood LLP as to certain federal income tax matters

        12.1        Computation of ratio of earnings to fixed charges

        23.1        Consent of Coopers & Lybrand, L.L.P.

        23.2        Consent of Price Waterhouse, LLP

        23.3        Consent of Day Edwards Federman Propester & Christensen, P.C. (included in Exhibit 5.1)

        23.4        Consent of Brown & Wood LLP (included in Exhibit 5.2)

        23.5        Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.3)

        25.1        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Amended and Restated
                    Declaration of Trust of BFC Capital Trust I

        25.2        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the New Guarantee for the
                    benefit of the holders of New Capital Securities of BFC Capital Trust I

        25.3        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Indenture of BancFirst
                    Corporation
</TABLE> 
<PAGE>
 
<TABLE> 
<CAPTION> 
     Exhibit
     Number                                              Name of Exhibit
     -------                                             ---------------
     <S>                                                 <C>  
        99.1        Form of Letter of Transmittal

        99.2        Form of Notice of Guaranteed Delivery

        99.3        Form of Exchange Agent Agreement
</TABLE>

*  To be filed by amendment.

<PAGE>
 
                                                                     EXHIBIT 4.3

                              CERTIFICATE OF TRUST


     The undersigned, the trustees of BFC Capital Trust I, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C. (S) 3810,
hereby certify as follows:

(a)  The name of the business trust being formed hereby (the "Trust") is BFC
     Capital Trust I."

(b)  The name and business address of the trustee of the Trust which has its
     principal place of business in the State of Delaware is as follows:

          The Bank of New York (Delaware)
          23 White Clay Center
          Route 273
          Newark, Delaware 19711
          Attention: Corporate Trust Administration

(c)  This Certificate of Trust shall be effective as of the date of the filing.

          Dated:  January 28, 1997


                                    _____________________________ 
                                    Name:  David E. Rainbolt
                                    Title:  Regular Trustee

                                    _____________________________ 
                                    Name:  Joe T. Shockley, Jr.
                                    Title:  Regular Trustee

                                    _____________________________ 
                                    Name:  Randy P. Foraker
                                    Title:  Regular Trustee

                                    The Bank of New York (Delaware)

                                    By:_____________________________
                                          Name: ___________________
                                          Title:  Senior Trust Officer

<PAGE>
 
                                                                     EXHIBIT 4.4


                             DECLARATION OF TRUST
                                      OF
                              BFC CAPITAL TRUST I
                         Dated as of January 28, 1997
<PAGE>
 
                             DECLARATION OF TRUST
                                      OF
                              BFC CAPITAL TRUST I
                               January 28, 1997


     DECLARATION OF TRUST ("Declaration") dated and effective as of January 28,
1997 by the Trustees (as defined herein), the Sponsor (as defined herein), and
by the holders, from time to time, of undivided beneficial interests in the
Trust to be issued pursuant to this Declaration;

     WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Business Trust Act (as defined herein) for the sole
purpose of (i) issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust (ii) holding certain Debentures
of the Debenture Issuer (each as defined herein) and (iii) engaging in only
those other activities necessary, advisable or incidental thereto; and

     NOW, THEREFORE, it being the intention of the parties hereto that the Trust
constitute a business trust under the Business Trust Act and that this
Declaration constitutes the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                   ARTICLE I
                                  DEFINITIONS

SECTION 1.1    Definitions
               -----------

     Unless the context otherwise requires:

     (a)  Capitalized terms used in this Declaration but not defined in the
     preamble above have the respective meanings assigned to them in this
     Section 1.1;

     (b)  a term defined anywhere in this Declaration has the same meaning
     throughout;

     (c)  all references to "the Declaration" or "this Declaration" are to this
     Declaration of Trust as modified, supplemented or amended from time to
     time;

     (d)  all reference in this Declaration to Articles and Sections are to
     Articles and Sections of this Declaration unless otherwise specified;

     (e)  a reference to the singular includes the plural and vice versa;

                                       1
<PAGE>
 
     (f)  a reference to any Person shall include its successors and assigns;

     (g)  a reference to any agreement or instrument shall mean such agreement
     or instrument as supplemented, modified, amended and restated and in effect
     from time to time; and

     (h)  a reference to any statute, law, rule or regulation, shall include any
     amendments thereto and any successor, statute, law, rule or regulation.

     "Administrative Trustee" means any Trustee other than the Delaware Trustee
     ------------------------                                                  
and the Property Trustees (and which are sometimes referred to herein and in the
Certificate of Trust as the "Regular Trustees").

     "Affiliate" has the same meaning as given to that term in Rule 405 of the
     -----------                                                              
Securities Act or any successor rule thereunder.

     "BancFirst" means BancFirst Corporation, an Oklahoma Corporation or any
      ---------                                                             
successor entity in a merger.

     "Business Day" means any day other than a day on which banking institutions
     --------------                                                             
in Oklahoma City, Oklahoma, New York, New York or in Newark, Delaware are
authorized or required by any applicable law or executive order to close.

     "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
     --------------------                                                      
Del. C. (S)(S)3801 et seq., as it may be amended from time to time, or any
- ---  --            -- ---                                                 
successor legislation.

     "Capital Security" means a security representing an undivided interest in
     ------------------                                                       
the assets of the Trust with such terms as may be set out in any amendment to
this Declaration.

     "Certificate of Trust" has the meaning set forth in Section 2.7.
     ----------------------                                          

     "Commission" means the Securities and Exchange Commission.
     ------------                                              

     "Common Security" means a security representing an undivided beneficial
     -----------------                                                      
interest in the assets of the Trust with such terms as may be set out in any
amendment to this Declaration.

     "Company Indemnified Person" means (a) any Administrative Trustee; (b) any
     ----------------------------                                              
Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee; or (d) any employee or agent of the Trust or its
Affiliates.

     "Covered Person" means any officer, director, shareholder, partner, member,
     ----------------                                                           
representative, employee or agent of the Trust or the Trust's Affiliates.

                                       2
<PAGE>
 
     "Debenture Issuer" means BancFirst in its capacity as the issuer of the
     ------------------                                                     
Debentures under the Indenture.

     "Debentures" means Debentures to be issued by the Debenture Issuer and
     ------------                                                          
acquired by the Trust.

     "Debenture Trustee" means the original trustee under the Indenture until a
     -------------------                                                       
successor is appointed thereunder, and thereafter means any such successor
trustee.

     "Delaware Trustee" has the meaning set forth in Section 3.1.
     ------------------                                          

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
     --------------                                                           
time to time, or any successor legislation.

     "Fiduciary Indemnified Person" has the meaning set forth in Section 4.3(b).
     ------------------------------                                             

     "Indemnified Person" means a Company Indemnified Person or a Fiduciary
     --------------------                                                  
Indemnified Person.

     "Indenture" means the indenture to be entered into between BancFirst and
     -----------                                                             
the Debenture Trustee pursuant to which the Debentures are to be issued.

     "Person" means a legal person, including any individual, corporation,
     --------                                                             
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Property Trustee" has the meaning set forth in Section 3.1.
     ------------------                                          

     "Securities" means collectively the Common Securities and the Capital
     ------------                                                         
Securities.

     "Securities Act" means the Securities Act of 1933, as amended from time to
     ----------------                                                          
time, or any successor legislation.

     "Sponsor" means BancFirst in its capacity as sponsor of the Trust.
     ---------                                                         

     "Trustee" or "Trustees" means each Person who has signed this Declaration
     ---------    ----------                                                  
as a trustee, so long as such Person shall continue in office in accordance with
the terms hereof, and all other Persons who may from time to time be duly
appointed, qualified and serving as Trustees in accordance with the provisions
hereof, and reference herein to a Trustee or the Trustees shall refer to such
Person or Persons solely in their capacity as trustees hereunder.

                                       3
<PAGE>
 
                                  ARTICLE II
                                 ORGANIZATION

SECTION 2.1    Name
               ----

     The Trust created by this Declaration is named "BFC Capital Trust I".  The
Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Administrative Trustees.

SECTION 2.2    Office
               ------

     The address of the principal office of the Trust is 23 White Clay Center,
Route 273, Newark, Delaware, 19711, Attention: ___________, Administrative
Trustee.  On ten Business Days prior written notice to the holders of
Securities, the Administrative Trustees may designate another principal office.

SECTION 2.3    Purpose
               -------

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Securities, (b) purchase and hold certain Debentures of the Debenture Issuer and
(c) engage in only those other activities necessary, advisable or incidental
thereto.  The Trust shall not borrow money, issue debt or reinvest proceeds
derived from investments, pledge any of its assets, or otherwise undertake (or
permit to be undertaken) any activity that would cause the Trust not to be
classified for United States federal income tax purposes as a grantor Trust.

SECTION 2.4    Authority
               ---------

     Subject to the limitations provided in this Declaration, the Administrative
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust.  An action taken by the Administrative Trustees in accordance with
their powers shall constitute the act of and serve to bind the Trust.  In
dealing with the Administrative Trustees acting on behalf of the Trust, no
person shall be required to inquire into the authority of the Administrative
Trustees to bind the Trust.  Persons dealing with the Trust are entitled to rely
conclusively on the power and authority of the Administrative Trustees as set
forth in this Declaration.

SECTION 2.5    Title to Property of the Trust
               ------------------------------

     Legal title to all assets of the Trust shall be vested in the Trust.

SECTION 2.6    Powers of the Trustees
               ----------------------

     The Administrative Trustees shall have the exclusive power and authority to
cause the Trust to engage in the following activities:

     (a)  to issue and sell the Capital Securities and the Common Securities in
accordance with this Declaration; provided, however, that the Trust may issue no
                                  --------- --------                            
more than 

                                       4
<PAGE>
 
two series of Capital Securities and no more than two series of Common 
Securities, and, provided further, that there shall be no interests in the Trust
                 -------- -------                                               
other than the Securities;

     (b)  in connection with the issue and sale of the Capital Securities, at
the direction of the Sponsor, to:

          (i)    prepare, and execute if necessary, one or more offering
     memoranda (collectively, the "Offering Memorandum") in preliminary and
     final form prepared by the Sponsor, in relation to the offering and sale of
     Capital Securities (i) to qualified institutional buyers in reliance on
     Rule 144A under the Securities Act of 1933, as amended (the "Securities
     Act"), (ii) to institutional "accredited investors" (as defined in Rule
     501(a)(1), (2), (3) or (7) under the Securities Act), and (iii) outside the
     United States to non-U.S. persons in offshore transactions in reliance on
     Regulation S under the Securities Act;

          (ii)   execute and file any documents prepared by the Sponsor, or take
     any acts as determined by the Sponsor to be necessary in order to qualify
     or register all or part of the Capital Securities in any State or foreign
     jurisdiction in which the Sponsor has determined to qualify or register
     such Capital Securities for sale;

          (iii)  execute and deliver letters, documents, or instruments with The
     Depository Trust Company relating to the Capital Securities;

          (iv)   execute and enter into subscription agreements, purchase
     agreements, registration rights agreements and other related agreements
     providing for the sale of the Common Securities and the Capital Securities;

          (v)    execute and file an application, and all other applications,
     statements, certificates, agreements and other instruments as the Sponsor
     shall request, to the Private Offerings, Resales and Trading through
     Automated Linkages ("PORTAL") Market and, if and at such time as determined
     by the Sponsor, to the New York Stock Exchange or any other national stock
     exchange or the NASDAQ National Market for listing or quotation of the
     Capital Securities.

     (c)  to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and provide for reasonable compensation for such services;

     (d)  to incur expenses that are necessary or incidental to carry out any of
the purposes of this Declaration, which expenses shall be paid for by the
Sponsor in all respects; and

     (e)  to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing.

                                       5
<PAGE>
 
SECTION 2.7    Filing of Certificate of Trust
               ------------------------------

     On or after the date of execution of this Declaration, the Trustees shall
cause the filing of the Certificate of Trust for the Trust in the form attached
hereto as Exhibit A (the "Certificate of Trust") with the Secretary of State of
the State of Delaware.

SECTION 2.8    Duration of Trust
               -----------------

     The Trust, absent termination pursuant to the provisions of Section 5.2,
shall have existence for thirty-one (31) years from the date hereof.

SECTION 2.9    Responsibilities of the Sponsor
               -------------------------------

     In connection with the issue and sale of the Capital Securities, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

     (a)  to prepare the Offering Memorandum, including any amendments or
supplements thereto;

     (b)  to determine the State and foreign jurisdictions in which to take
appropriate action to qualify or register for sale all or part of the Capital
Securities and to do any and all such acts, other than actions which must be
taken by the Trust, and advise the Trust of actions it must take, and prepare
for execution and filing any documents to be executed and filed by the Trust, as
the Sponsor deems necessary or advisable in order to comply with the applicable
laws of any such States and foreign jurisdictions; and

     (c)  to negotiate the terms of subscription agreements, purchase
agreements, registration rights and other related agreements providing for the
sale of the Common Securities and Capital Securities.

SECTION 2.10   Declaration Binding on Holders of Securities
               --------------------------------------------

     Every Person by virtue of having become a holder of a Security or any
interest therein in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of, and shall be bound
by, this Declaration.

                                  ARTICLE III
                                   TRUSTEES

SECTION 3.1    Trustees
               --------

     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 Sponsor.  The Sponsor is entitled to appoint or
remove without cause any Trustee at any time; provided, however that the number
                                              --------  -------                
of Trustees shall in no event be less than two (2); provided further that one
                                                    -------- -------         
(1) Trustee, in the case of a natural person, shall be 

                                       6
<PAGE>
 
a person who is a resident of the State of Delaware or which, if not a natural
person, is an entity which has its principal place of business in the State of
Delaware (the "Delaware Trustee") and (2) there shall be at least one
Administrative Trustee who is an employee or officer of, or is affiliated with,
the Sponsor.

     Except as expressly set forth in this Declaration, if there are more than
two Administrative Trustees, any power of such Administrative Trustees may be
exercised by, or with the consent of, a majority of such Administrative
Trustees; provided that if there are two Administrative Trustees, any power of
          --------                                                            
such Administrative Trustees shall be exercised by both Administrative Trustees;
provided further that if there is only one Administrative Trustee, all powers of
- -------- -------                                                                
the Administrative Trustees shall be exercised by such one Administrative
Trustee.

                    The initial Administrative Trustees shall be:

                    David E. Rainbolt                        
                    Joe T. Shockley, Jr.                     
                    Randy P. Foraker                         
                                                             
                    The initial Delaware Trustee shall be:   
                                                             
                    The Bank of New York (Delaware)          
                    23 White Clay Center                     
                    Route 273                                
                    Newark, Delaware 19711                   
                    Attention: Corporate Trust Administration 

     Prior to the issuance of the Capital Securities and Common Securities, the
Sponsor shall appoint another trustee (the "Property Trustee") meeting the
requirements of the Trust Indenture Act of 1939, as amended, by the execution of
an amendment to this Declaration executed by the Administrative Trustees, the
Sponsor, the Property Trustee and the Delaware Trustee.

SECTION 3.2         Delaware Trustee
                    ----------------

     Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any of the powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the
Administrative Trustees described in this Declaration.  The Delaware Trustee
shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of (S) 3807 of the Business Trust Act.  Notwithstanding anything
herein to the contrary, the Delaware Trustee shall not be liable for the acts or
omissions to act of the Trust or of the Administrative Trustees and shall not be
liable for its own acts of omissions to act except such acts as the Delaware
Trustee is expressly obligated to undertake under this Declaration or the
Business Trust Act and except for the negligence or willful misconduct of the
Delaware Trustee.  The Delaware Trustee may resign by giving ten days' prior
written notice of such resignation to the Sponsor; provided, however, that no
such resignation shall 

                                       7
<PAGE>
 
be effective until a successor Delaware trustee has been appointed and accepted
such appointment.

SECTION 3.3         Execution of Documents
                    ----------------------

     (a)       Unless otherwise determined by the Administrative Trustees, and
except as otherwise required by the Business Trust Act, any Administrative
Trustee is, or if there are more than two Administrative Trustees, any two
Administrative Trustees are, authorized to execute on behalf of the Trust any
documents which the Administrative Trustees have the power and authority to
cause the Trust to execute pursuant to Section 2.6; and

     (b)       an Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purposes of signing any documents which the Administrative
Trustees have power and authority to cause the Trust to execute pursuant to
Section 2.6.

SECTION 3.4         Not Responsible for Recitals or Sufficiency of Declaration
                    ----------------------------------------------------------

     The recitals contained in this Declaration shall be taken as the statements
of the Sponsor, and the Trustees do not assume any responsibility for their
correctness.  The Trustees make no representations as to the value or condition
of the property of the Trust or any part thereof.  The Trustees make no
representations as to the validity or sufficiency of this Declaration.

                                  ARTICLE IV
                          LIMITATION OF LIABILITY OF
                   HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 4.1         Exculpation
                    -----------

     (a)       No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Trust or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's negligence or willful misconduct
with respect to such acts or omissions; and

     (b)       an Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statement as to the value and
amount of the assets, liabilities, profits, losses, or any other facts pertinent
to the existence and amount of assets from which distributions to holders of

                                       8
<PAGE>
 
Securities might properly be paid.

SECTION 4.2         Fiduciary Duty.
                    -------------- 

     (a)       To the extent that, at law or in equity, an Indemnified Person
has duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions of
this Declaration, to the extent that they restrict the duties and liabilities of
an Indemnified Person otherwise existing at law or in equity, are agreed by the
parties hereto to replace such other duties and liabilities of such Indemnified
Person;

     (b)       unless otherwise expressly provided herein:

               (i)    whenever a conflict of interest exists or arises between
               Covered Persons; or

               (ii)   whenever this Declaration or any other agreement
               contemplated herein or therein provides that an Indemnified
               Person shall act in a manner that is, or provides terms that are,
               fair and reasonable to the Trust or any holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices and any applicable generally accepted accounting
practices or principles.  In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise; and

     (c)       whenever in this Declaration an Indemnified Person is permitted
or required to make a decision;

               (i)    in its "discretion" or under a grant of similar authority,
               the Indemnified Person shall be entitled to consider such
               interests and factors as it desires, including its own interests,
               and shall have no duty or obligation to give any consideration to
               any interest of or factors affecting the Trust or any other
               Person; or

               (ii)   in its "good faith" or under another express standard, the
               Indemnified Person shall act under such express standard and
               shall not be subject to any other or different standard imposed
               by this Declaration or by applicable law.

                                       9
<PAGE>
 
SECTION 4.3         Indemnification
                    ---------------

     (a)       (i)    The Sponsor shall indemnify, to the full extent permitted
               by law, any Company Indemnified Person who was or is a party or
               is threatened to be made a party to any threatened, pending or
               completed actions, suit or proceeding, whether civil, criminal,
               administrative or investigative (other than an action by or in
               the right of the Trust) by reason of the fact that he is or was a
               Company Indemnified Person against expenses (including attorneys'
               fees), judgments, fines and amounts paid in settlement actually
               and reasonably incurred by him in connection with such action,
               suit or proceeding if he acted in good faith and in a manner he
               reasonably believed to be in or not opposed to the best interests
               of the Trust and, with respect to any criminal action or
               proceeding, had no reasonable cause to believe his conduct was
               unlawful. The termination of any action, suit or proceeding by
               judgment, order, settlement, conviction, or upon a plea of nolo
               contendere or its equivalent, shall not, of itself, create a
               presumption that the Company Indemnified Person did not act in
               good faith and in a manner which he reasonably believed to be in
               or not opposed to the best interests of the Trust and, with
               respect to any criminal action or proceeding, had reasonable
               cause to believe that his conduct was unlawful.

               (ii)   The Sponsor shall indemnify, to the full extent permitted
               by law, any Company Indemnified Person who was or is a party or
               is threatened to be made a party to any threatened, pending or
               completed action or suit by or in the right of the Trust to
               procure a judgment in its favor by reason of the fact that he is
               or was a Company Indemnified Person against expenses (including
               attorneys' fees) actually and reasonably incurred by him in
               connection with the defense or settlement of such action or suit
               if he acted in good faith and in a manner he reasonably believed
               to be in or not opposed to the best interests of the Trust,
               except that no such indemnification shall be made in respect of
               any claim, issue or matter as to which such Company Indemnified
               Person shall have been adjudged to be liable to the Trust unless
               and only to the extent that the Court of Chancery of Delaware or
               the court in which such action or suit was brought shall
               determine upon application that, despite the adjudication of
               liability but in view of all the circumstances of the case, such
               person is fairly and reasonably entitled to indemnity for such
               expenses which such Court of Chancery or such other court shall
               deem proper.

               (iii)  To the extent that a Company Indemnified Person shall be
               successful on the merits or otherwise (including dismissal of an
               action without prejudice or the settlement of an action without
               admission of liability) in defense of any action, suit or
               proceeding referred to in paragraphs (i) and (ii) of this Section
               4.3(a), or in defense of any claim, issue or matter therein, he
               shall be indemnified, to the full extent permitted by law,
               against expenses (including attorneys' fees) actually and
               reasonably incurred by him in connection therewith.

                                       10
<PAGE>
 
               (iv)   Any indemnification under paragraphs (i) and (ii) of this
               Section 4.3(a) (unless ordered by a court) shall be made by the
               Sponsor only as authorized in the specific case upon a
               determination that indemnification of the Company Indemnified
               Person is proper in the circumstances because he has met the
               applicable standard of conduct set forth in paragraphs (i) and
               (ii). Such determination shall be made (1) by the Administrative
               Trustees by a majority vote of a quorum consisting of such
               Administrative Trustees who were not parties to such action, suit
               or proceeding, (2) if such a quorum is not obtainable, or, even
               if obtainable, if a quorum of disinterested Administrative
               Trustees so directs, by independent legal counsel in a written
               opinion, or (3) by the Common Security holder of the Trust.

               (v)    Expenses (including attorneys' fees) incurred by a Company
               Indemnified Person in defending a civil, criminal, administrative
               or investigative action, suit or proceeding referred to in
               paragraphs (i) and (ii) of this Section 4.3(a) shall be paid by
               the Sponsor in advance of the final disposition of such action,
               suit or proceeding upon receipt of an undertaking by or on behalf
               of such Company Indemnified Person to repay such amount if it
               shall ultimately be determined that he is not entitled to be
               indemnified by the Sponsor as authorized in this Section 4.3(a)
               Notwithstanding the foregoing, no advance shall be made by the
               Sponsor if a determination is reasonably and promptly made (i) by
               the Administrative Trustees by a majority vote of a quorum of
               disinterested Administrative Trustees, (ii) if such a quorum is
               not obtainable, or, even if obtainable, if a quorum of
               disinterested Administrative Trustees so directs, by independent
               legal counsel in a written opinion or (iii) the Common Security
               holder of the Trust, that based upon the facts known to the
               Administrative Trustees, counsel or the Common Security holder at
               the time such determination is made, such Company Indemnified
               Person acted in bad faith or in a manner that such person did not
               believe to be in or not opposed to the best interests of the
               Trust, or, with respect to any criminal proceeding, that such
               Company Indemnified Person believed or had reasonable cause to
               believe his conduct was unlawful. In no event shall any advance
               be made in instances where the Administrative Trustees,
               independent legal counsel or the Common Security holder
               reasonably determine that such person deliberately breached his
               duty to the Trust or the Common Security or Capital Security
               holders.

               (vi)   The indemnification and advancement of expenses provided
               by, or granted pursuant to, the other paragraphs of this Section
               4.3(a) shall not be deemed exclusive of any other rights to which
               those seeking indemnification and advancement of expenses may be
               entitled under any agreement, vote of stockholders or
               disinterested directors of the Sponsor or Capital Security
               holders of the Trust or otherwise, both as to action in his
               official capacity and as to action in another capacity while
               holding such office. All rights to indemnification under this
               Section 4.3(a) shall be deemed to be provided by a contract
               between the Sponsor and each Company Indemnified Person who

                                       11
<PAGE>
 
               serves in such capacity at any time while this Section 4.3(a) is
               in effect. Any repeal or modification of this Section 4.3(a)
               shall not affect any rights or obligations then existing.

               (vii)  The Sponsor or the Trust may purchase and maintain
               insurance on behalf of any Person who is or was a Company
               Indemnified Person against any liability asserted against him and
               incurred by him in any such capacity, or arising out of his
               status as such, whether or not the Sponsor would have the power
               to indemnify him against such liability under the provisions of
               this Section 4.3(a).

               (viii) For purposes of this Section 4.3(a), references to "the
               Trust" shall include, in addition to the resulting or surviving
               entity, any constituent entity (including any constituent of a
               constituent) absorbed in a consolidation or merger, so that any
               Person who is or was a director, trustee, officer or employee of
               such constituent entity, or is or was serving at the request of
               such constituent entity as a director, trustee, officer, employee
               or agent of another entity, shall stand in the same position
               under the provisions of this Section 4.3(a) with respect to the
               resulting or surviving entity as he would have with respect to
               such constituent entity if its separate existence had continued.

               (ix)   The indemnification and advancement of expenses provided
               by, or granted pursuant to, this Section 4.3(a) shall, unless
               otherwise provided when authorized or ratified, continue as to a
               Person who has ceased to be a Company Indemnified Person and
               shall insure to the benefit of the heirs, executors and
               administrators of such a Person.

     (b)       The Sponsor agrees to indemnify the (i) the Delaware Trustee,
(ii) any Affiliate of the Delaware Trustee, and (iii) any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the Delaware Trustee (each of the Persons in (i) through
(iii) being referred to as a "Fiduciary Indemnified Person") for, and to hold
each Fiduciary Indemnified Person harmless against, any loss, liability or
expense incurred without negligence or bad faith on 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 Section 4.3(b) shall
survive the resignation or removal of the Delaware Trustee and the termination
of this Declaration.

SECTION 4.4         Outside Businesses
                    ------------------

     Any Covered Person, the Sponsor and the Delaware Trustee may engage in or
possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the holders of

                                       12
<PAGE>
 
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. No Covered Person, the Sponsor or the
Delaware Trustee shall be obligated to present any particular investment or
other opportunity to the Trust even if such opportunity is of a character that,
if presented to the Trust, could be taken by the Trust, and any Covered Person,
the Sponsor and the Delaware Trustee shall have the right to take for its own
account (individually or as a partner or fiduciary) or to recommend to others
any such particular investment or other opportunity. Any Covered Person and the
Delaware Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for or may act on any committee or body of
holders of, securities or other obligations of the Sponsor or its Affiliates.

                                   ARTICLE V
                    AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1         Amendments
                    ----------

     At any time before the issue of any Securities, this Declaration may be
amended by, and only by, a written instrument executed by all of the
Administrative Trustees and the Sponsor.

SECTION 5.2         Termination of Trust
                    --------------------

     (a)       The Trust shall terminate and be of no further force or effect:

               (i)    upon the bankruptcy of the Sponsor;

               (ii)   upon the filing of a certificate of dissolution or its
               equivalent with respect to the Sponsor or the revocation of the
               Sponsor's charter or of the Trust's certificate of trust;

               (iii)  upon the entry of a decree of judicial dissolution of the
               Sponsor or the Trust; and

               (iv)   before the issuance of any Securities, with the consent of
               all of the Administrative Trustees and the Sponsor.

     (b)       As soon as is practicable after the occurrence of an event
referred to in Section 5.2(a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

                                       13
<PAGE>
 
SECTION 5.3         Governing Law
                    -------------

     THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE GOVERNED
BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND ALL
RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICT OF LAWS.

SECTION 5.4         Headings
                    --------

     Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

SECTION 5.5         Successors and Assigns
                    ----------------------

     Whenever in this Declaration any of the parties hereto is named or referred
to, the successors and assigns of such party shall be deemed to be included, and
all covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether so expressed.

SECTION 5.6         Partial Enforceability
                    ----------------------

     If any provision of this Declaration, or the application of such provision
to any Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

SECTION 5.7         Counterparts
                    ------------

     This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such counterpart signature pages.  All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.

                                       14
<PAGE>
 
     IN WITNESS WHEREOF, the undersigned have caused this Declaration to be
executed as of the day and year first above written.



                              ____________________________
                              Name:  David E. Rainbolt
                              As Administrative Trustee

 
                              ____________________________
                              Name:  Joe T. Shockley, Jr.
                              As Administrative Trustee

 
                              ____________________________
                              Name:  Randy P. Foraker
                              As Administrative Trustee


                              The Bank of New York (Delaware)

                              By:_________________________
                                 Name:
                                 Title:


                              BancFirst Corporation,
                              as Sponsor

                              By:_________________________
                                 Name:  David E. Rainbolt
                                 Title:  President and Chief
                                         Executive Officer

                                       15
<PAGE>
 
                                   Exhibit I



                             CERTIFICATE OF TRUST


     The undersigned, the trustees of BFC Capital Trust I, desiring to form a
busines trust pursuant to Delaware Business Trust Act, 12 Del. C. (S) 3810,
hereby certify as follows:

(a)  The name of the business trust being formed hereby (the "Trust") is "BFC
     Capital Trust I."

(b)  The name and business address of the trustee of the Trust which has its
     principal place of business in the State of Delaware is as follows:

          The Bank of New York (Delaware)
          23 White Clay Center
          Route 273
          Newark, Delaware 19711
          Attention: Corporate Trust Administration

(c)  This Certificate of Trust shall be effective as of the date of the filing.

Dated: January 28, 1997


                                    ____________________________
                                    Name:  David E. Rainbolt
                                    Title:  Regular Trustee

 
                                    ____________________________    
                                    Name:  Joe T. Shockley, Jr.
                                    Title:  Regular Trustee

 
                                    ____________________________
                                    Name:  Randy P. Foraker
                                    Title:  Regular Trustee

                                    The Bank of New York (Delaware)

                                    By:_________________________
                                       Name: ___________________
                                       Title:  Senior Trust Officer

<PAGE>
 
                                                                     EXHIBIT 4.7



                    ========================================

                SERIES B CAPITAL SECURITIES GUARANTEE AGREEMENT

                             BancFirst Corporation

                           Dated as of April __, 1997

                    ========================================
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------

<TABLE> 
<CAPTION> 
                                                                                             Page
                                                                                             ----
<S>                   <C>                                                            <C>
ARTICLE I      DEFINITIONS AND INTERPRETATION................................................. -1-
               SECTION 1.1     Definitions and Interpretation................................. -1-
                               ------------------------------

ARTICLE II     TRUST INDENTURE ACT............................................................ -4-
               SECTION 2.1     Trust Indenture Act; Application............................... -4-
                               --------------------------------
               SECTION 2.2     Lists of Holders of Securities................................. -5-
                               ------------------------------
               SECTION 2.3     Reports by the Capital Securities Guarantee Trustee............ -5-
                               ---------------------------------------------------
               SECTION 2.4     Periodic Reports to Capital Securities Guarantee Trustee....... -5-
                               --------------------------------------------------------
               SECTION 2.5     Evidence of Compliance with Conditions Precedent............... -5-
                               ------------------------------------------------
               SECTION 2.6     Events of Default; Waiver...................................... -5-
                               -------------------------
               SECTION 2.7     Notice of Default.............................................. -6-
                               -----------------
               SECTION 2.8     Conflicting Interests.......................................... -6-
                               ---------------------

ARTICLE III    POWERS, DUTIES AND RIGHTS OF CAPITAL SECURITIES GUARANTEE TRUSTEE.............. -6-
               SECTION 3.1     Powers and Duties of the Capital Securities Guarantee Trustee.. -6-
                               -------------------------------------------------------------
               SECTION 3.2     Certain Rights of Capital Securities Guarantee Trustee......... -8-
                               ------------------------------------------------------
               SECTION 3.3.    Not Responsible for Recitals or Issuance of Series B
                               ----------------------------------------------------
                               Capital Securities Guarantee................................... -10-
                               ----------------------------

ARTICLE IV     CAPITAL SECURITIES GUARANTEE TRUSTEE........................................... -10-
               SECTION 4.1     Capital Securities Guarantee Trustee; Eligibility.............. -10-
                               -------------------------------------------------
               SECTION 4.2     Appointment, Removal and Resignation of Capital
                               -----------------------------------------------
                               Securities Guarantee Trustee................................... -10-
                               ----------------------------

ARTICLE V      GUARANTEE...................................................................... -11-
               SECTION 5.1     Guarantee...................................................... -11-
                               ---------
               SECTION 5.2     Waiver of Notice and Demand.................................... -11-
                               ---------------------------
               SECTION 5.3     Obligations Not Affected....................................... -11-
                               ------------------------
               SECTION 5.4     Rights of Holders.............................................. -12-
                               -----------------
               SECTION 5.5     Guarantee of Payment........................................... -13-
                               --------------------
               SECTION 5.6     Subrogation.................................................... -13-
                               -----------
               SECTION 5.7     Independent Obligations........................................ -13-
                               -----------------------

ARTICLE VI     LIMITATION OF TRANSACTIONS; SUBORDINATION...................................... -13-
               SECTION 6.1     Limitation of Transactions..................................... -13-
                               --------------------------
               SECTION 6.2     Ranking........................................................ -14-
                               -------

ARTICLE VII    TERMINATION.................................................................... -14-
               SECTION 7.1     Termination.................................................... -14-
                               -----------
</TABLE>

<PAGE>
 
<TABLE>
<S>            <C>                                                                             <C>
ARTICLE VIII   INDEMNIFICATION................................................................ -14-
               SECTION 8.1     Exculpation.................................................... -14-
                               -----------
               SECTION 8.2     Indemnification................................................ -15-
                               ---------------

ARTICLE IX     MISCELLANEOUS.................................................................. -15-
               SECTION 9.1     Successors and Assigns......................................... -15-
                               ----------------------
               SECTION 9.2     Amendments..................................................... -15-
                               ----------
               SECTION 9.3     Notices........................................................ -15-
                               ------
               SECTION 9.4     Benefit........................................................ -16-
                               -------
               SECTION 9.5     Governing Law.................................................. -16-
                               -------------
</TABLE>

                                     -ii-
<PAGE>
 
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
     Section of
 Trust Indenture Act                                                      Section of
 of 1939, as Amended                                                      Guarantee
 -------------------                                                      ---------
<S>                    <C>                                              <C>
Section  310           (a).............................................. 4.1 (a)
                       (b).............................................. 4.1 (c), 2.8
                       (c).............................................. Inapplicable
Section  311           (a).............................................. 2.2 (b)
                       (b).............................................. 2.2 (b)
                       (c).............................................. Inapplicable
Section  312           (a).............................................. 2.2 (a)
                       (b).............................................. 2.2 (b)
Section  313           ................................................. 2.3
Section  314           (a).............................................. 2.4
                       (b).............................................. Inapplicable
                       (c).............................................. 2.5
                       (d).............................................. Inapplicable
                       (e).............................................. 1.1, 2.5, 3.2
                       (f).............................................. 2.1, 3.2
Section  315           (a).............................................. 3.1 (d)
                       (b).............................................. 2.7
                       (c).............................................. 3.1 (c)
                       (d).............................................. 3.1 (d)
Section  316           (a).............................................. 1.1, 2.6, 5.4
                       (b).............................................. 5.3
                       (c).............................................. 9.2
Section  317           (a).............................................. Inapplicable
                       (b).............................................. Inapplicable
Section  318           (a).............................................. 2.1 (a)
                       (c).............................................. 2.1 (b)
</TABLE>

____________
* This Cross-Reference Table does not constitute part of this Guarantee and
shall not affect the interpretation of any of its terms or provisions.

                                     -iii-
<PAGE>
 
                SERIES B CAPITAL SECURITIES GUARANTEE AGREEMENT



     This SERIES B CAPITAL SECURITIES GUARANTEE AGREEMENT (the "Series B Capital
Securities Guarantee"), dated as of ______ __, 1997, is executed and delivered
by BancFirst Corporation, an Oklahoma corporation (the "Guarantor"), and The
Bank of New York, as trustee (the "Capital Securities Guarantee Trustee"), for
the benefit of the Holders (as defined herein) from time to time of the Series B
Capital Securities (as defined herein) of BFC Capital Trust I, a Delaware
statutory business trust (the "Issuer").

     WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of February 4, 1997, among the trustees of the Issuer,
the Guarantor, as sponsor, and the holders from time to time of undivided
beneficial interests in the assets of the Issuer, the Issuer (i) is issuing on
the date hereof __________ capital securities, having an aggregate liquidation
amount of $___________, such capital securities being designated the 9.65%
Capital Securities, Series B (collectively the "Series B Capital Securities"),
in connection with the consummation of the Exchange Offer (as defined in the
Declaration).

     WHEREAS, as incentive for the Holders to exchange the Series A Capital
Securities (as defined in the Declaration) for the Series B Capital Securities
in the Exchange Offer, the Guarantor desires irrevocably and unconditionally to
agree, to the extent set forth in this Series B Capital Securities Guarantee, to
pay to the Holders of the Series B Capital Securities the Guarantee Payments (as
defined below), and the Guarantor agrees to make certain other payments on the
terms and conditions set forth herein.

     WHEREAS, the Guarantor has executed and delivered a guarantee agreement
(the "Common Securities Guarantee") for the benefit of the holders of the Common
Securities (as defined herein), the terms of which provide that if an Event of
Default (as defined in the Declaration) has occurred and is continuing, the
rights of holders of the Common Securities to receive Guarantee Payments under
the Common Securities Guarantee are subordinated, to the extent and in the
manner set forth in the Common Securities Guarantee, to the rights of Holders of
the Series A Capital Securities and the Series B Capital Securities to receive
Guarantee Payments under the Series A Capital Securities Guarantee and this
Series B Capital Securities Guarantee, as the case may be.

     NOW, THEREFORE, in consideration of the exchange by the Holders of Series A
Capital Securities for Series B Capital Securities, which exchange the Guarantor
hereby acknowledges shall benefit the Guarantor, the Guarantor executes and
delivers this Series B Capital Securities Guarantee for the benefit of the
Holders.

                                   ARTICLE I
                         DEFINITIONS AND INTERPRETATION

     SECTION 1.1   Definitions and Interpretation
                   ------------------------------

     In this Series B Capital Securities Guarantee, unless the context otherwise
requires:

     (a) Capitalized terms used in this Series B Capital Securities Guarantee
but not defined in the preamble above have the respective meanings assigned to
them in this Section 1.1;
<PAGE>
 
     (b) Terms defined in the Declaration as at the date of execution of this
Series B Capital Securities Guarantee have the same meaning when used in this
Series B Capital Securities Guarantee unless otherwise defined in this Series B
Capital Securities Guarantee;

     (c) a term defined anywhere in this Series B Capital Securities Guarantee
has the same meaning throughout;

     (d) all references to "the Series B Capital Securities Guarantee" or "this
Series B Capital Securities Guarantee" are to this Series B Capital Securities
Guarantee as modified, supplemented or amended from time to time;

     (e) all references in this Series B Capital Securities Guarantee to
Articles and Sections are to Articles and Sections of this Series B Capital
Securities Guarantee, unless otherwise specified;

     (f) a term defined in the Trust Indenture Act has the same meaning when
used in this Series B Capital Securities Guarantee, unless otherwise defined in
this Series B Capital Securities Guarantee or unless the context otherwise
requires; and

     (g) a reference to the singular includes the plural and vice versa.

     "Affiliate" has the same meaning as given to that term in Rule 405 under
      ---------                                                              
the Securities Act of 1933, as amended, or any successor rule thereunder.

     "Business Day" shall mean any day other than a Saturday or a Sunday, or a
      ------------                                                            
day on which banking institutions in The City of New York or Oklahoma City,
Oklahoma are authorized or required by law or executive order to close.

     "Capital Securities Guarantee Trustee" shall mean The Bank of New York,
      ------------------------------------                                  
until a Successor Capital Securities Guarantee Trustee has been appointed and
has accepted such appointment pursuant to the terms of this Series B Capital
Securities Guarantee and thereafter means each such Successor Capital Securities
Guarantee Trustee.

     "Common Securities" shall mean the securities representing common undivided
      -----------------                                                         
beneficial interests in the assets of the Issuer.

     "Corporate Trust Office" shall mean the office of the Capital Securities
      ----------------------                                                 
Guarantee Trustee at which the corporate trust business of the Capital
Securities Guarantee Trustee shall, at any particular time, be principally
administered, which office at the date of execution of this Agreement is located
at 101 Barclay Street, 21 West, New York, New York 10286.

     "Covered Person" shall mean any Holder or beneficial owner of Series B
      --------------                                                       
Capital Securities.

     "Debentures" shall mean the series of subordinated debt securities of the
      ----------                                                              
Guarantor designated the 9.65% Series B Junior Subordinated Deferrable Interest
Debentures due January 15, 2027 held by the Property Trustee (as defined in the
Declaration) of the Issuer.

     "Event of Default" shall mean a default by the Guarantor on any of its
      ----------------                                                     
payment or other obligations under this Series B Capital Securities Guarantee.

                                      -2-
<PAGE>
 
     "Guarantee Payments" shall mean the following payments or distributions,
      ------------------                                                     
without duplication, with respect to the Series B Capital Securities, to the
extent not paid or made by or on behalf of the Issuer: (i) any accumulated and
unpaid Distributions (as defined in the Declaration) that are required to be
paid on such Series B Capital Securities to the extent the Issuer has funds on
hand legally available therefor at such time, (ii) the redemption price,
including all accumulated and unpaid Distributions to the date of redemption
(the "Redemption Price") to the extent the Issuer has funds on hand legally
available therefor at such time, with respect to any Series B Capital Securities
called for redemption by the Issuer, and (iii) upon a voluntary or involuntary
termination and liquidation of the Issuer (other than in connection with the
distribution of Debentures to the Holders in exchange for Series B Capital
Securities as provided in the Declaration), the lesser of (a) the aggregate of
the liquidation amount and all accumulated and unpaid Distributions on the
Series B Capital Securities to the date of payment, to the extent the Issuer has
funds on hand legally available therefor, and (b) the amount of assets of the
Issuer remaining available for distribution to Holders in liquidation of the
Issuer.  If an Event of Default has occurred and is continuing, no Guarantee
Payments under the Common Securities Guarantee with respect to the Common
Securities or any guarantee payment under any Other Common Securities Guarantees
shall be made until the Holders of Series B Capital Securities shall be paid in
full the Guarantee Payments to which they are entitled under this Series B
Capital Securities Guarantee.

     "Holder" shall mean any holder, as registered on the books and records of
      ------                                                                  
the Issuer, of any Series B Capital Securities; provided, however, that, in
                                                --------  -------          
determining whether the holders of the requisite percentage of Series B Capital
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor, any Affiliate of the Guarantor or the Capital
Securities Guarantee Trustee.

     "Indemnified Person" shall mean the Capital Securities Guarantee Trustee,
      ------------------                                                      
any Affiliate of the Capital Securities Guarantee Trustee, or any officers,
directors, shareholders, members, partners, employees, representatives,
nominees, custodians or agents of the Capital Securities Guarantee Trustee.

     "Indenture" shall mean the Indenture dated as of February 4, 1997, between
      ---------                                                                
the Guarantor (the "Debenture Issuer") and The Bank of New York, as trustee,
pursuant to which the Debentures are to be issued to the Property Trustee of the
Issuer.

     "Majority in liquidation amount of the Series B Capital Securities" shall
      -----------------------------------------------------------------       
mean, except as provided by the Trust Indenture Act, a vote by Holder(s) of
Series B Capital Securities, voting separately as a class, of more than 50% of
the aggregate liquidation amount (including the stated amount that would be paid
on redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Series B Capital Securities.

     "Officers' Certificate" shall mean, with respect to any person, a
      ---------------------                                           
certificate signed by the Chief Executive Officer, the President, a Vice
President or the Controller of the Guarantor.  Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Series B Capital Securities Guarantee shall include:

     (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

     (b) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

                                      -3-
<PAGE>
 
     (c) a statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with.

     "Other Common Securities Guarantees" shall have the same meaning as "Other
      ----------------------------------                                       
Guarantees" in the Common Securities Guarantee.

     "Other Debentures" shall mean all junior subordinated debentures issued by
      ----------------                                                         
the Guarantor from time to time and sold to trusts other than the Issuer to be
established by the Guarantor (if any), in each case similar to the Issuer.

     "Other Guarantees" shall mean all guarantees to be issued by the Guarantor
      ----------------                                                         
with respect to capital securities (if any) similar to the Series B Capital
Securities issued by other trusts established by the Guarantor (if any), in each
case similar to the Issuer.

     "Person" shall mean a legal person, including any individual, corporation,
      ------                                                                   
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Responsible Officer" shall mean, with respect to the Capital Securities
      -------------------                                                    
Guarantee Trustee, any officer within the Corporate Trust Office of the Capital
Securities Guarantee Trustee with direct responsibility for the administration
of this Series B Capital Securities Guarantee and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

     "Successor Capital Securities Guarantee Trustee" shall mean a successor
      ----------------------------------------------                        
Capital Securities Guarantee Trustee possessing the qualifications to act as
Capital Securities Guarantee Trustee under Section 4.1.

     "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
      -------------------                                                
amended.

     "Trust Securities" shall mean the Common Securities and the Series A
      ----------------                                                   
Capital Securities and Series B Capital Securities, collectively.

                                   ARTICLE II
                              TRUST INDENTURE ACT

SECTION 2.1    Trust Indenture Act; Application
               --------------------------------

     (a)       This Series B Capital Securities Guarantee is subject to the
provisions of the Trust Indenture Act that are required to be part of this
Series B Capital Securities Guarantee and shall, to the extent applicable, be
governed by such provisions; and

     (b)       if and to the extent that any provision of this Series B Capital
Securities Guarantee limits, qualifies or conflicts with the duties imposed by
Section 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

                                      -4-
<PAGE>
 
SECTION 2.2    Lists of Holders of Securities
               ------------------------------

     (a)       The Guarantor shall provide the Capital Securities Guarantee
Trustee (unless the Capital Securities Guarantee Trustee is otherwise the
registrar of the Capital Securities) with a list, in such form as the Capital
Securities Guarantee Trustee may reasonably require, of the names and addresses
of the Holders of the Series B Capital Securities ("List of Holders") as of such
date, (i) within one Business Day after January 1 and July 1 of each year,
beginning with July 1, 1997, and (ii) at any other time within 30 days of
receipt by the Guarantor of a written request from the Capital Securities
Guarantee Trustee for a List of Holders as of a date no more than 14 days before
such List of Holders is given to the Capital Securities Guarantee Trustee;
provided, that the Guarantor shall not be obligated to provide such List of
- --------
Holders at any time the List of Holders does not differ from the most recent
List of Holders given to the Capital Securities Guarantee Trustee by the
Guarantor. The Capital Securities Guarantee Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

     (b)       The Capital Securities Guarantee Trustee shall comply with its
obligations under Sections 311(a), 311(b) and Section 312(b) of the Trust
Indenture Act.

SECTION 2.3    Reports by the Capital Securities Guarantee Trustee
               ---------------------------------------------------

     Within 60 days after January 15 of each year, commencing January 15, 1998,
the Capital Securities Guarantee Trustee shall provide to the Holders of the
Series B Capital Securities such reports as are required by Section 313 of the
Trust Indenture Act, if any, in the form and in the manner provided by Section
313 of the Trust Indenture Act.  The Capital Securities Guarantee Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4    Periodic Reports to Capital Securities Guarantee Trustee
               --------------------------------------------------------

     The Guarantor shall provide to the Capital Securities Guarantee Trustee
such documents, reports and information as required by Section 314 (if any) and
the compliance certificate required by Section 314 of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.  Delivery of such reports, information and documents to the
Capital Securities Guarantee Trustee is for informational purposes only and the
Capital Securities Guarantee Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Guarantor's compliance with any of
its covenants hereunder (as to which the Capital Securities Guarantee Trustee is
entitled to rely exclusively on Officers' Certificates).

SECTION 2.5    Evidence of Compliance with Conditions Precedent
               ------------------------------------------------

     The Guarantor shall provide to the Capital Securities Guarantee Trustee
such evidence of compliance with any conditions precedent, if any, provided for
in this Series B Capital Securities Guarantee that relate to any of the matters
set forth in Section 314(c) of the Trust Indenture Act.  Any certificate or
opinion required to be given by an officer pursuant to Section 314(c)(1) may be
given in the form of an Officers' Certificate.


SECTION 2.6    Events of Default; Waiver
               -------------------------

     The Holders of a Majority in liquidation amount of Series B Capital
Securities may, by vote, on behalf of the Holders of all of the Series B Capital
Securities, waive any past Event of Default and its consequences. 

                                      -5-
<PAGE>
 
Upon such waiver, any such Event of Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Series B Capital Securities Guarantee, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

SECTION 2.7    Notice of Default
               -----------------

     (a)       The Capital Securities Guarantee Trustee shall, within 90 days
after the occurrence of an Event of Default with respect to this Capital
Securities Guarantee, mail by first class postage prepaid, to all Holders of the
Series B Capital Securities, notices of all Events of Default actually known to
a Responsible Officer of the Capital Securities Guarantee Trustee, unless such
Events of Default have been cured before the giving of such notice; provided,
                                                                    --------
that, except in the case of an Event of Default arising from the nonpayment of
any Guarantee Payment, the Capital Securities Guarantee Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors and/or Responsible
Officers of the Capital Securities Guarantee Trustee in good faith determines
that the withholding of such notice is in the interests of the holders of the
Series B Capital Securities.

     (b)       The Capital Securities Guarantee Trustee shall not be deemed to
have knowledge of any Event of Default unless the Capital Securities Guarantee
Trustee shall have received written notice, or a Responsible Officer of the
Capital Securities Guarantee Trustee charged with the administration of the
Declaration shall have obtained actual knowledge, of such Event of Default.

SECTION 2.8    Conflicting Interests
               ---------------------

     The Declaration shall be deemed to be specifically described in this Series
B Capital Securities Guarantee for the purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

                                  ARTICLE III
                          POWERS, DUTIES AND RIGHTS OF
                      CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 3.1    Powers and Duties of the Capital Securities Guarantee Trustee
               -------------------------------------------------------------

     (a)       This Series B Capital Securities Guarantee shall be held by the
Capital Securities Guarantee Trustee for the benefit of the Holders of the
Series B Capital Securities, and the Capital Securities Guarantee Trustee shall
not transfer this Series B Capital Securities Guarantee to any Person except a
Holder of Series B Capital Securities exercising his or her rights pursuant to
Section 5.4(b) or to a Successor Capital Securities Guarantee Trustee on
acceptance by such Successor Capital Securities Guarantee Trustee of its
appointment to act as Successor Capital Securities Guarantee Trustee. The right,
title and interest of the Capital Securities Guarantee Trustee shall
automatically vest in any Successor Capital Securities Guarantee Trustee, upon
acceptance by such Successor Capital Securities Guarantee Trustee of its
appointment hereunder, and such vesting and succession of title shall be
effective whether or not conveyancing documents have been executed and delivered
pursuant to the appointment of such Successor Capital Securities Guarantee
Trustee.

     (b)       If an Event of Default actually known to a Responsible Officer of
the Capital Securities Guarantee Trustee has occurred and is continuing, the
Capital Securities Guarantee Trustee shall enforce this Series B Capital
Securities Guarantee for the benefit of the Holders of the Series B Capital
Securities.

                                      -6-
<PAGE>
 
     (c)       The Capital Securities Guarantee Trustee, before the occurrence
of any Event of Default and after the curing of all Events of Default that may
have occurred, shall undertake to perform only such duties as are specifically
set forth in this Series B Capital Securities Guarantee, and no implied
covenants shall be read into this Series B Capital Securities Guarantee against
the Capital Securities Guarantee Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6) and is
actually known to a Responsible Officer of the Capital Securities Guarantee
Trustee, the Capital Securities Guarantee Trustee shall exercise such of the
rights and powers vested in it by this Series B Capital Securities Guarantee,
and use the same degree of care and skill in its exercise thereof, as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs.

     (d)       No provision of this Series B Capital Securities Guarantee shall
be construed to relieve the Capital Securities Guarantee Trustee from liability
for its own negligent action, its own negligent failure to act, or its own
willful misconduct, except that:

     (i)       prior to the occurrence of any Event of Default and after the
               curing or waiving of all such Events of Default that may have
               occurred:

               (A)  the duties and obligations of the Capital Securities
                    Guarantee Trustee shall be determined solely by the express
                    provisions of this Series B Capital Securities Guarantee,
                    and the Capital Securities Guarantee Trustee shall not be
                    liable except for the performance of such duties and
                    obligations as are specifically set forth in this Series B
                    Capital Securities Guarantee, and no implied covenants or
                    obligations shall be read into this Series B Capital
                    Securities Guarantee against the Capital Securities
                    Guarantee Trustee; and

               (B)  in the absence of bad faith on the part of the Capital
                    Securities Guarantee Trustee, the Capital Securities
                    Guarantee Trustee may conclusively rely, as to the truth of
                    the statements and the correctness of the opinions expressed
                    therein, upon any certificates or opinions furnished to the
                    Capital Securities Guarantee Trustee and conforming to the
                    requirements of this Series B Capital Securities Guarantee;
                    provided, however, that in the case of any such certificates
                    --------  -------
                    or opinions that by any provision hereof are specifically
                    required to be furnished to the Capital Securities Guarantee
                    Trustee, the Capital Securities Guarantee Trustee shall be
                    under a duty to examine the same to determine whether or not
                    they conform to the requirements of this Series B Capital
                    Securities Guarantee;

     (ii)      the Capital Securities Guarantee Trustee shall not be liable for
               any error of judgment made in good faith by a Responsible Officer
               of the Capital Securities Guarantee Trustee, unless it shall be
               proved that the Capital Securities Guarantee Trustee was
               negligent in ascertaining the pertinent facts upon which such
               judgment was made;

     (iii)     the Capital Securities Guarantee Trustee shall not be liable with
               respect to any action taken or omitted to be taken by it in good
               faith in accordance with the direction of the Holders of a
               Majority in liquidation amount of the Series B Capital Securities
               relating to the time, method and place of conducting any
               proceeding for any remedy available to the Capital Securities
               Guarantee Trustee, or exercising any trust or power conferred
               upon the Capital Securities Guarantee Trustee under this Series B
               Capital Securities Guarantee; and

                                      -7-
<PAGE>
 
     (iv)      no provision of this Series B Capital Securities Guarantee shall
               require the Capital Securities Guarantee Trustee to expend or
               risk its own funds or otherwise incur personal financial
               liability in the performance of any of its duties or in the
               exercise of any of its rights or powers, if the Capital
               Securities Guarantee Trustee shall have reasonable grounds for
               believing that the repayment of such funds or liability is not
               reasonably assured to it under the terms of this Series B Capital
               Securities Guarantee or indemnity, reasonably satisfactory to the
               Capital Securities Guarantee Trustee, against such risk or
               liability is not reasonably assured to it.

SECTION 3.2    Certain Rights of Capital Securities Guarantee Trustee
               ------------------------------------------------------

     (a)       Subject to the provisions of Section 3.1:

     (i)       The Capital Securities Guarantee Trustee may conclusively rely,
               and shall be fully protected in acting or refraining from acting,
               upon any resolution, certificate, statement instrument, opinion,
               report, notice, request, direction, consent, order, bond,
               debenture, note, other evidence of indebtedness or other paper or
               document reasonably believed by it to be genuine and to have been
               signed, sent or presented by the proper party or parties.

     (ii)      Any direction or act of the Guarantor contemplated by this Series
               B Capital Securities Guarantee may be sufficiently evidenced by
               an Officers' Certificate.

     (iii)     Whenever, in the administration of this Series B Capital
               Securities Guarantee, the Capital Securities Guarantee Trustee
               shall deem it desirable that a matter be proved or established
               before taking, suffering or omitting any action hereunder, the
               Capital Securities Guarantee Trustee (unless other evidence is
               herein specifically prescribed) may, in the absence of bad faith
               on its part, request and conclusively rely upon an Officers'
               Certificate which, upon receipt of such request, shall be
               promptly delivered by the Guarantor.

     (iv)      The Capital Securities Guarantee Trustee shall have no duty to
               see to any recording, filing or registration of any instrument
               (or any rerecording, refiling or registration thereof).

     (v)       The Capital Securities Guarantee Trustee may consult with counsel
               of its selection, and the advice or opinion of such counsel with
               respect to legal matters shall be full and complete authorization
               and protection in respect of any action taken, suffered or
               omitted by it hereunder in good faith and in accordance with such
               advice or opinion. Such counsel may be counsel to the Guarantor
               or any of its Affiliates and may include any of its employees.
               The Capital Securities Guarantee Trustee shall have the right at
               any time to seek instructions concerning the administration of
               this Series B Capital Securities Guarantee from any court of
               competent jurisdiction.

     (vi)      The Capital Securities Guarantee Trustee shall be under no
               obligation to exercise any of the rights or powers vested in it
               by this Series B Capital Securities Guarantee at the request or
               direction of any Holder, unless such Holder shall have provided
               to the Capital Securities Guarantee Trustee such security and
               indemnity, reasonably satisfactory to the Capital Securities
               Guarantee Trustee, against the costs, expenses (including
               attorneys' fees and expenses and the expenses of the Capital
               Securities Guarantee Trustee's agents, nominees or custodians)
               and liabilities that might be incurred by it in complying with
               such request or direction, including such reasonable advances as
               may be requested by the Capital Securities

                                      -8-
<PAGE>
 
               Guarantee Trustee; provided, that nothing contained in this
                                  --------
               Section 3.2(a)(vi) shall be taken to relieve the Capital
               Securities Guarantee Trustee, upon the occurrence of an Event of
               Default, of its obligation to exercise the rights and powers
               vested in it by this Series B Capital Securities Guarantee.

     (vii)     The Capital Securities Guarantee Trustee shall not be bound to
               make any investigation into the facts or matters stated in any
               resolution, certificate, statement, instrument, opinion, report,
               notice, request, direction, consent, order, bond, debenture,
               note, other evidence of indebtedness or other paper or document,
               but the Capital Securities Guarantee Trustee, in its discretion,
               may make such further inquiry or investigation into such facts or
               matters as it may see fit.

     (viii)    The Capital Securities Guarantee Trustee may execute any of the
               trusts or powers hereunder or perform any duties hereunder either
               directly or by or through agents, nominees, custodians or
               attorneys, and the Capital Securities Guarantee Trustee shall not
               be responsible for any misconduct or negligence on the part of
               any such agent or attorney appointed with due care by it
               hereunder.

     (ix)      Any action taken by the Capital Securities Guarantee Trustee or
               its agents hereunder shall bind the Holders of the Series B
               Capital Securities, and the signature of the Capital Securities
               Guarantee Trustee or its agents alone shall be sufficient and
               effective to perform any such action. No third party shall be
               required to inquire as to the authority of the Capital Securities
               Guarantee Trustee to so act or as to its compliance with any of
               the terms and provisions of this Series B Capital Securities
               Guarantee, both of which shall be conclusively evidenced by the
               Capital Securities Guarantee Trustee's or its agent's taking such
               action.

     (x)       Whenever in the administration of this Series B Capital
               Securities Guarantee the Capital Securities Guarantee Trustee
               shall deem it desirable to receive instructions with respect to
               enforcing any remedy or right or taking any other action
               hereunder, the Capital Securities Guarantee Trustee (A) may
               request instructions from the Holders of a Majority in
               liquidation amount of the Series B Capital Securities, (B) may
               refrain from enforcing such remedy or right or taking such other
               action until such instructions are received, and (C) shall be
               protected in conclusively relying on or acting in accordance with
               such instructions.

     (xi)      The Capital Securities Guarantee Trustee shall not be liable for
               any action taken, suffered, or omitted to be taken by it in good
               faith, without negligence, and reasonably believed by it to be
               authorized or within the discretion or rights or powers conferred
               upon it by this Series B Capital Securities Guarantee.

     (b)       No provision of this Series B Capital Securities Guarantee shall
be deemed to impose any duty or obligation on the Capital Securities Guarantee
Trustee to perform any act or acts or exercise any right, power, duty or
obligation conferred or imposed on it in any jurisdiction in which it shall be
illegal, or in which the Capital Securities Guarantee Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Capital Securities Guarantee
Trustee shall be construed to be a duty.

                                      -9-
<PAGE>
 
SECTION 3.3.   Not Responsible for Recitals or Issuance of Series B Capital
               ------------------------------------------------------------
Securities Guarantee
- --------------------

     The recitals contained in this Series B Capital Securities Guarantee shall
be taken as the statements of the Guarantor, and the Capital Securities
Guarantee Trustee does not assume any responsibility for their correctness.  The
Capital Securities Guarantee Trustee makes no representation as to the validity
or sufficiency of this Series B Capital Securities Guarantee.

                                   ARTICLE IV
                      CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 4.1    Capital Securities Guarantee Trustee; Eligibility
               -------------------------------------------------

     (a)       There shall at all times be a Capital Securities Guarantee
Trustee that shall:

     (i)       not be an Affiliate of the Guarantor; and

     (ii)      be a corporation organized and doing business under the laws of
               the United States of America or any State or Territory thereof or
               of the District of Columbia, or a corporation or Person permitted
               by the Securities and Exchange Commission to act as an
               institutional trustee under the Trust Indenture Act, authorized
               under such laws to exercise corporate trust powers, having a
               combined capital and surplus of at least 50 million U.S. dollars
               ($50,000,000), and subject to supervision or examination by
               Federal, State, Territorial or District of Columbia authority. If
               such corporation publishes reports of condition at least
               annually, pursuant to law or to the requirements of the
               supervising or examining authority referred to above, then, for
               the purposes of this Section 4.1(a)(ii), the combined capital and
               surplus of such corporation shall be deemed to be its combined
               capital and surplus as set forth in its most recent report of
               condition so published.

     (b)       If at any time the Capital Securities Guarantee Trustee shall
cease to be eligible to so act under Section 4.1(a), the Capital Securities
Guarantee Trustee shall immediately resign in the manner and with the effect set
out in Section 4.2(c).

     (c)       If the Capital Securities Guarantee Trustee has or shall acquire
any "conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Capital Securities Guarantee Trustee and Guarantor shall in
all respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

SECTION 4.2    Appointment, Removal and Resignation of Capital Securities
               ----------------------------------------------------------
Guarantee Trustee
- -----------------

     (a)       Subject to Section 4.2(b), the Capital Securities Guarantee
Trustee may be appointed or removed without cause at any time by the Guarantor
except during an Event of Default.

     (b)       The Capital Securities Guarantee Trustee shall not be removed in
accordance with Section 4.2(a) until a Successor Capital Securities Guarantee
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Capital Securities Guarantee Trustee and
delivered to the Guarantor.

     (c)       The Capital Securities Guarantee Trustee shall hold office until
a Successor Capital Securities Guarantee Trustee shall have been appointed or
until its removal or resignation. The Capital Securities 

                                     -10-
<PAGE>
 
Guarantee Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing executed by the Capital Securities
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Capital Securities Guarantee Trustee has been
appointed and has accepted such appointment by instrument in writing executed by
such Successor Capital Securities Guarantee Trustee and delivered to the
Guarantor and the resigning Capital Securities Guarantee Trustee.

     (d)       If no Successor Capital Securities Guarantee Trustee shall have
been appointed and accepted appointment as provided in this Section 4.2 within
60 days after delivery of an instrument of removal or resignation, the Capital
Securities Guarantee Trustee resigning or being removed may petition any court
of competent jurisdiction for appointment of a Successor Capital Securities
Guarantee Trustee. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a Successor Capital Securities Guarantee
Trustee.

     (e)       No Capital Securities Guarantee Trustee shall be liable for the
acts or omissions to act of any Successor Capital Securities Guarantee Trustee.

     (f)       Upon termination of this Series B Capital Securities Guarantee or
removal or resignation of the Capital Securities Guarantee Trustee pursuant to
this Section 4.2, the Guarantor shall pay to the Capital Securities Guarantee
Trustee all amounts due to the Capital Securities Guarantee Trustee accrued to
the date of such termination, removal or resignation.

SECTION 4.3    Compensation
               ------------

     The Guarantor agrees to pay to the Capital Securities Guarantee Trustee
from time to time such compensation for all services rendered by it hereunder as
may be mutually agreed upon in writing by the Capital Securities Guarantee
Trustee (which compensation shall not be limited by an provision or law in
regard to the compensation of a trustee of an express trust) and, except as
otherwise expressly provided herein, to reimburse the Capital Securities
Guarantee Trustee upon request for all reasonable expenses, disbursements and
advances incurred or made by the Capital Securities Guarantee Trustee, in
accordance with any provision of this Series B Capital Securities Guarantee
(including the reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith.

                                   ARTICLE V
                                   GUARANTEE

SECTION 5.1    Guarantee
               ---------

     The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim that the Issuer may have or assert.  The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

SECTION 5.2    Waiver of Notice and Demand
               ---------------------------

     The Guarantor hereby waives notice of acceptance of this Series B Capital
Securities Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a 

                                     -11-
<PAGE>
 
proceeding first against the Issuer or any other Person before proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice
of redemption and all other notices and demands.

SECTION 5.3    Obligations Not Affected
               ------------------------

     The obligations, covenants, agreements and duties of the Guarantor under
this Series B Capital Securities Guarantee shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

     (a)       the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Series B Capital Securities to be
performed or observed by the Issuer;

     (b)       the extension of time for the payment by the Issuer of all or any
portion of the Distributions, Redemption Price, Liquidation Distribution or any
other sums payable under the terms of the Series B Capital Securities or the
extension of time for the performance of any other obligation under, arising out
of, or in connection with, the Series B Capital Securities (other than an
extension of time for payment of Distributions, Redemption Price, Liquidation
Distribution or other sum payable that results from the extension of any
interest payment period on the Debentures permitted by the Indenture);

     (c)       any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Series B Capital
Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind;

     (d)       the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Issuer or any of the assets of
the Issuer;

     (e)       any invalidity of, or defect or deficiency in, the Series B
Capital Securities;

     (f)       the settlement or compromise of any obligation guaranteed hereby
or hereby incurred;

     (g)       the consummation of the Exchange Offer; or

     (h)       any other circumstance whatsoever that might otherwise constitute
a legal or equitable discharge or defense of a guarantor;

it being the intent of this Section 5.3 that the obligations of the Guarantor
with respect to the Guarantee Payments shall be absolute and unconditional under
any and all circumstances.

     There shall be no obligation of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

SECTION 5.4    Rights of Holders
               -----------------

     (a)       The Holders of a Majority in liquidation amount of the Series B
Capital Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Capital Securities
Guarantee Trustee in respect of this Series B Capital Securities Guarantee or
exercising any trust 

                                     -12-
<PAGE>
 
or power conferred upon the Capital Securities Guarantee Trustee under this
Series B Capital Securities Guarantee.

     (b)       If the Capital Securities Guarantee Trustee fails to enforce such
Series B Capital Securities Guarantee, any Holder of Series B Capital Securities
may institute a legal proceeding directly against the Guarantor to enforce the
Capital Securities Guarantee Trustee's rights under this Series B Capital
Securities Guarantee, without first instituting a legal proceeding against the
Issuer, the Capital Securities Guarantee Trustee or any other person or entity.
The Guarantor waives any right or remedy to require that any action be brought
first against the Issuer or any other person or entity before proceeding
directly against the Guarantor.

SECTION 5.5    Guarantee of Payment
               --------------------

     This Series B Capital Securities Guarantee creates a guarantee of payment
and not of collection.

SECTION 5.6    Subrogation
               -----------

     The Guarantor shall be subrogated to all (if any) rights of the Holders of
Series B Capital Securities against the Issuer in respect of any amounts paid to
such Holders by the Guarantor under this Series B Capital Securities Guarantee;
provided, however, that the Guarantor shall not (except to the extent required
- --------  -------                                                             
by mandatory provisions of law) be entitled to enforce or exercise any right
that it may acquire by way of subrogation or any indemnity, reimbursement or
other agreement, in all cases as a result of payment under this Series B Capital
Securities Guarantee, if, at the time of any such payment, any amounts are due
and unpaid under this Series B Capital Securities Guarantee.  If any amount
shall be paid to the Guarantor in violation of the preceding sentence, the
Guarantor agrees to hold such amount in trust for the Holders and to pay over
such amount to the Holders.

SECTION 5.7    Independent Obligations
               -----------------------

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Series B Capital Securities
and that the Guarantor shall be liable as principal and as debtor hereunder to
make Guarantee Payments pursuant to the terms of this Series B Capital
Securities Guarantee notwithstanding the occurrence of any event referred to in
subsections (a) through (h), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI
                   LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1    Limitation of Transactions
               --------------------------

     So long as any Capital Securities remain outstanding, the Guarantor shall
not (i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of the Guarantor's
capital stock (which includes common and preferred stock) or (ii) make any
payment of principal, interest or premium, if any, on or repay or repurchase or
redeem any debt securities of the Guarantor (including any Other Debentures)
that rank pari passu with or junior in right of payment to the Debentures or
(iii) make any guarantee payments with respect to any guarantee by the Guarantor
of the debt securities of any subsidiary of the Guarantor (including Other
Guarantees) if such guarantee ranks pari passu or junior in right of payment to
the Debentures (other than (a) dividends or distributions in shares of, or
options, warrants, rights to subscribe for or purchase shares of, common stock
of the Guarantor, (b) any declaration of a dividend 

                                     -13-
<PAGE>
 
in connection with the implementation of a stockholder's rights plan, or the
issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the Capital
Securities Guarantee, (d) as a result of a reclassification of the Guarantor's
capital stock or the exchange or the conversion of one class or series of the
Guarantor's capital stock for another class or series of the Guarantor's capital
stock, (e) the purchase of fractional interests in shares of the Guarantor's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, and (f) purchases of common
stock related to the issuance of common stock or rights under any of the
Guarantor's benefit plans for its directors, officers or employees or any of the
Guarantor's dividend reinvestment plans) if at such time (i) there shall have
occurred any event of which the Guarantor has actual knowledge that (a) is, or
with the giving of notice or the lapse of time, or both, would be, an Event of
Default and (b) in respect of which the Guarantor shall not have taken
reasonable steps to cure, (ii) if such Debentures are held by the Property
Trustee, the Guarantor shall be in default with respect to its payment of any
obligations under the Series A Capital Securities Guarantee or this Series B
Capital Securities Guarantee or (iii) the Guarantor shall have given notice of
its election of the exercise of its right to extend the interest payment period
pursuant to Section 16.1 of the Indenture and any such extension shall be
continuing.

SECTION 6.2    Ranking
               -------

     This Series B Capital Securities Guarantee will constitute an unsecured
obligation of the Guarantor and will rank (i) subordinate and junior in right of
payment to Senior Indebtedness (as defined in the Indenture), to the same extent
and in the same manner that the Debentures are subordinated to Senior
Indebtedness pursuant to the Indenture (except as indicated below), it being
understood that the terms of Article XV of the Indenture shall apply to the
obligations of the Guarantor under this Series B Capital Securities Guarantee as
if (x) such Article XV were set forth herein in full and (y) such obligations
were substituted for the term "Securities" appearing in such Article XV, except
that with respect to Section 15.3 of the Indenture only, the term "Senior
Indebtedness" shall mean all liabilities of the Guarantor, whether or not for
money borrowed (other than obligations in respect of Other Guarantees), (ii)
pari passu with the most senior preferred or preference stock now or hereafter
issued by the Guarantor and with any Other Guarantee and any Other Common
Securities Guarantee and any guarantee now or hereafter entered into by the
Guarantor in respect of any preferred or preference stock of any Affiliate of
the Guarantor, and (iii) senior to the Guarantor's common stock.

                                  ARTICLE VII
                                  TERMINATION

SECTION 7.1    Termination
               -----------

     This Series B Capital Securities Guarantee shall terminate and be of no
further force and effect upon (i) full payment of the Redemption Price (as
defined in the Declaration) of all Series B Capital Securities, or (ii)
liquidation of the Issuer, the full payment of the amounts payable in accordance
with the Declaration or the distribution of the Debentures to the Holders of all
of the Series B Capital Securities.  Notwithstanding the foregoing, this Series
B Capital Securities Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any Holder of Series B Capital
Securities must restore payment of any sums paid under the Series B Capital
Securities or under this Series B Capital Securities Guarantee.

                                     -14-
<PAGE>
 
                                  ARTICLE VIII
                                INDEMNIFICATION

SECTION 8.1    Exculpation
               -----------

     (a)       No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Guarantor or any Covered Person for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Indemnified Person in good faith in accordance with this Series B
Capital Securities Guarantee and in a manner that such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Indemnified Person by this Series B Capital Securities Guarantee or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's negligence or willful
misconduct with respect to such acts or omissions.

     (b)       An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Series B Capital Securities might properly be
paid.

SECTION 8.2    Indemnification
               ---------------

     The Guarantor agrees to indemnify each Indemnified Person for, and to hold
each Indemnified Person harmless against, any and all loss, liability, damage,
claim or expense incurred without negligence or bad faith on 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 Section 8.2
shall survive the termination of this Series B Capital Securities Guarantee.

                                   ARTICLE IX
                                 MISCELLANEOUS

SECTION 9.1    Successors and Assigns
               ----------------------

     All guarantees and agreements contained in this Series B Capital Securities
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
of the Series B Capital Securities then outstanding.

SECTION 9.2    Amendments
               ----------

     Except with respect to any changes that do not materially adversely affect
the rights of Holders (in which case no consent of Holders will be required),
this Series B Capital Securities Guarantee may only be amended with the prior
approval of the Holders of a Majority in liquidation amount of the Securities
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined).  The provisions of Section 12.2 of the
Declaration with respect to meetings of Holders of the Securities apply to the
giving of such approval.

                                     -15-
<PAGE>
 
SECTION 9.3    Notices
               -------

     All notices provided for in this Series B Capital Securities Guarantee
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by first class mail, as follows:

     (a)       If given to the Issuer, in care of the Administrative Trustees at
the Issuer's mailing address set forth below (or such other address as the
Issuer may give notice of to the Capital Securities Guarantee Trustee and the
Holders of the Series B Capital Securities):


                    BFC Capital Trust I
                    c/o BancFirst Corporation
                    101 N. Broadway
                    Oklahoma City, Oklahoma 73102
                    Attention:  Randy P. Foraker

                    Telecopy:  (405) 270-1089

     (b)       If given to the Capital Securities Guarantee Trustee, at the
Capital Securities Guarantee Trustee's mailing address set forth below (or such
other address as the Capital Securities Guarantee Trustee may give notice of to
the Holders of the Series B Capital Securities):

                    The Bank of New York
                    101 Barclay Street
                    Floor 21 West
                    New York, New York  10286
                    Attention:  Corporate Trust Administration

                    Telecopy:  (212) 815-5915

     (c)       If given to the Guarantor, at the Guarantor's mailing address set
forth below (or such other address as the Guarantor may give notice of to the
Capital Securities Guarantee Trustee and the Holders of the Series B Capital
Securities):

                    BancFirst Corporation
                    101 N. Broadway
                    Oklahoma City, Oklahoma
                    Attention:  David E. Rainbolt, President and Chief Executive
                    Officer

                    Telecopy:  (405) 270-1089

     (d)       If given to any Holder of Series B Capital Securities, at the
address set forth on the books and records of the Issuer.

     All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

                                     -16-
<PAGE>
 
SECTION 9.4      Benefit
                 -------

     This Series B Capital Securities Guarantee is solely for the benefit of the
Holders of the Series B Capital Securities and, subject to Section 3.1(a), is
not separately transferable from the Series B Capital Securities.

SECTION 9.5    Governing Law
               -------------

     THIS SERIES B CAPITAL SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAW PRINCIPLES.

     THIS SERIES B CAPITAL SECURITIES GUARANTEE is executed as of the day and
year first above written.

                      BANCFIRST CORPORATION, as Guarantor


                      By:  ____________________________________________________
                           Joe T. Shockley, Jr.
                           Executive Vice President and Chief Financial Officer

                      THE BANK OF NEW YORK,
                      as Capital Securities Guarantee Trustee


                      By:  ____________________________________________________
                              Name:____________________________________________
                              Title:___________________________________________

                                     -17-

<PAGE>
 
                                                                     EXHIBIT 4.8

================================================================================


                         REGISTRATION RIGHTS AGREEMENT



                          Dated as of February 4, 1997



                                     among



                             BANCFIRST CORPORATION

                              BFC CAPITAL TRUST I


                                      and



                            BEAR, STEARNS & CO. INC.
                        SANDLER O'NEILL & PARTNERS, L.P.


                             as Initial Purchasers


================================================================================
<PAGE>
 
                         REGISTRATION RIGHTS AGREEMENT


          THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
                                                    ---------              
entered into as of February 4, 1997 among BANCFIRST CORPORATION, an Oklahoma
corporation (the "Company"), BFC CAPITAL TRUST I, a business trust formed under
                  -------                                                      
the laws of the state of Delaware (the "Trust"), and BEAR, STEARNS & CO. INC.
                                        -----                                
and SANDLER O'NEILL & PARTNERS, L.P.(collectively, the "Initial Purchasers").
                                                        ------------------   

          This Agreement is made pursuant to the Purchase Agreement dated
January 30, 1997 (the "Purchase Agreement"), among the Company, as issuer of the
                       ------------------                                       
Series A 9.65% Junior Subordinated Deferrable Interest Debentures due January
15, 2027 (the "Subordinated Debentures"), the Trust and the Initial Purchasers,
               -----------------------                                         
which provides for among other things, the sale by the Trust to the Initial
Purchasers of 25,000 of the Trust's Series A 9.65% Capital Securities,
liquidation amount of $1,000 per security (the "Capital Securities"), the
                                                ------------------       
proceeds of which will be used by the Trust to purchase Subordinated Debentures.
The Capital Securities, together with the Subordinated Debentures and the
Company's guarantee of the Capital Securities (the "Capital Securities
                                                    ------------------
Guarantee") are collectively referred to as the "Securities".  In order to
induce the Initial Purchasers to enter into the Purchase Agreement, the Company
and the Trust have agreed to provide to the Initial Purchasers and their direct
and indirect transferees the registration rights set forth in this Agreement.
The execution and delivery of this Agreement is a condition to the closing under
the Purchase Agreement.

          In consideration of the foregoing, the parties hereto agree as
follows:

          1.   Definitions.  As used in this Agreement, the following
               -----------                                           
capitalized defined terms shall have the following meanings:

     "Advice" shall have the meaning set forth in the last paragraph of Section
      ------                                                                   
3 hereof.

     "Applicable Period" shall have the meaning set forth in Section 3(t)
      -----------------                                                  
hereof.

                                       1
<PAGE>
 
     "Business Day" shall mean a day that is not a Saturday, a Sunday, or a day
      ------------                                                             
on which banking institutions in New York, New York or in Oklahoma City,
Oklahoma are authorized or required to be closed.

     "Closing Time" shall mean the Closing Time as defined in the Purchase
      ------------                                                        
Agreement.

     "Company" shall have the meaning set forth in the preamble to this
      -------                                                          
Agreement and also includes the Company's successors and permitted assigns.

     "Declaration" or "Declaration of Trust" shall mean the Amended and Restated
      -----------      --------------------                                     
Declaration of Trust, dated as of February 4, 1997, by the trustees named
therein and the Company as sponsor.

     "Depositary" shall mean The Depository Trust Company, or any other
      ----------                                                       
depositary appointed by the Trust; provided, however, that such depositary must
                                   --------  -------                           
have an address in the Borough of Manhattan, in The City of New York.

     "Effectiveness Period" shall have the meaning set forth in Section 2(b)
      --------------------                                                  
hereof.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
      ------------                                                            
from time to time.

     "Exchange Offer" shall mean the offer by the Company and the Trust to the
      --------------                                                          
Holders to exchange all of the Registrable Securities (other than Private
Exchange Securities) for a like principal amount of Exchange Securities pursuant
to Section 2(a) hereof.

     "Exchange Offer Registration" shall mean a registration under the
      ---------------------------                                     
Securities Act effected pursuant to Section 2(a) hereof.

     "Exchange Offer Registration Statement" shall mean an exchange offer
      -------------------------------------                              
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement, in
each case 

                                       2
<PAGE>
 
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

     "Exchange Period" shall have the meaning set forth in Section 2(a) hereof.
      ---------------                                                          

     "Exchange Securities" shall mean (i) with respect to the Subordinated
      -------------------                                                 
Debentures, the Series B 9.65% Junior Subordinated Deferrable Interest
Debentures due January 15, 2027 (the "Exchange Debentures") containing terms
                                      -------------------                   
identical to the Subordinated Debentures (except that they will not contain
terms with respect to the transfer restrictions under the Securities Act, will
not require transfers thereof to be in minimum blocks of $100,000 principal
amount and will not provide for any increase in the interest rate thereon), (ii)
with respect to the Capital Securities, the Trust's Series B 9.65% Capital
Securities, liquidation amount of $1,000 per security (the "Exchange Capital
                                                            ----------------
Securities") which will have terms identical to the Capital Securities (except
- ----------                                                                    
they will not contain terms with respect to transfer restrictions under the
Securities Act, will not require minimum transfers thereof to be in blocks of
$100,000 liquidation amount and will not provide for any increase in the
Distribution rate thereon) and (iii) with respect to the Capital Securities
Guarantee, the Company's guarantee (the "Exchange Capital Securities Guarantee")
                                         -------------------------------------  
of the Exchange Capital Securities which will have terms identical to the
Capital Securities Guarantee.

     "Holder" shall mean the Initial Purchasers, for so long as they own any
      ------                                                                
Registrable Securities, and each of its respective successors, assigns and
direct and indirect transferees who become registered owners of Registrable
Securities under the Indenture or Declaration of Trust.

     "Indenture" shall mean the Indenture relating to the Subordinated
      ---------                                                       
Debentures and the Exchange Debentures dated as of February 4, 1997 among the
Company, as issuer, and The Bank of New York, as trustee, as the same may be
amended from time to time in accordance with the terms thereof.

     "Initial Purchasers" shall have the meaning set forth in the preamble to
      ------------------                                                     
this Agreement.

                                       3
<PAGE>
 
     "Inspectors" shall have the meaning set forth in Section 3(n) hereof.
      ----------                                                          

     "Issue Date" shall mean the date of original issuance of the Securities.
      ----------                                                             

     "Majority Holders" shall mean the Holders of a majority of the aggregate
      ----------------                                                       
liquidation amount of outstanding Capital Securities.

     "Participating Broker-Dealer" shall have the meaning set forth in Section
      ---------------------------                                             
3(t) hereof.

     "Person" shall mean an individual, partnership, corporation, trust or
      ------                                                              
unincorporated organization, limited liability company, or a government or
agency or political subdivision thereof.

     "Private Exchange" shall have the meaning set forth in Section 2(a) hereof.
      ----------------                                                          

     "Private Exchange Securities" shall have the meaning set forth in Section
      ---------------------------                                             
2(a) hereof.

     "Prospectus" shall mean the prospectus included in a Registration
      ----------                                                      
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to a prospectus, including posteffective
amendments, and in each case including all material incorporated by reference
therein.

     "Purchase Agreement" shall have the meaning set forth in the preamble to
      ------------------                                                     
this Agreement.

     "Records" shall have the meaning set forth in Section 3(n) hereof.
      -------                                                          

     "Registrable Securities" shall mean the Securities and, if issued, the
      ----------------------                                               
Private Exchange Securities; provided, however, that Securities or Private
                             --------  -------                            
Exchange Securities, as the case may be, shall cease to be Registrable
Securities when (i) a Registration Statement with respect to such Securities or
Private Exchange Securities for the exchange or resale thereof, as the case may
be, 

                                       4
<PAGE>
 
shall have been declared effective under the Securities Act and such Securities
or Private Exchange Securities, as the case may be, shall have been disposed of
pursuant to such Registration Statement, (ii) such Securities or Private
Exchange Securities, as the case may be, shall have been sold to the public
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the Securities Act, (iii) such Securities or Private Exchange
Securities, as the case may be, shall have ceased to be outstanding or (iv) with
respect to the Securities, such Securities have been exchanged for Exchange
Securities upon consummation of the Exchange Offer and are thereafter freely
tradeable by the holder thereof (other than an affiliate of the Company).

     "Registration Expenses" shall mean any and all expenses incident to
      ---------------------                                             
performance of or compliance by the Company with this Agreement, including
without limitation:  (i) all SEC or National Association of Securities Dealers,
Inc. (the "NASD") registration and filing fees, including, if applicable, the
           ----                                                              
fees and expenses of any "qualified independent underwriter" (and its counsel)
that is required to be retained by any Holder of Registrable Securities in
accordance with the rules and regulations of the NASD, (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws (including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with blue sky qualification of any of the
Exchange Securities or Registrable Securities) and compliance with the rules of
the NASD, (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration
Statement, any Prospectus and any amendments or supplements thereto, and in
preparing or assisting in preparing, printing and distributing any underwriting
agreements, securities sales agreements and other documents relating to the
performance of and compliance with this Agreement, (iv) all rating agency fees,
(v) the fees and disbursements of counsel for the Company and of the independent
certified public accountants of the Company, including the expenses of any "cold
comfort" letters required by or incident to such performance and compliance,
(vi) the fees and expenses of 

                                       5
<PAGE>
 
the Trustee, and any exchange agent or custodian, (vii) all fees and expenses
incurred in connection with the listing, if any, of any of the Registrable
Securities on any securities exchange or exchanges, and (viii) the reasonable
fees and expenses of any special experts retained by the Company in connection
with any Registration Statement.

     "Registration Statement" shall mean any registration statement of the
      ----------------------                                              
Company and the Trust which covers any of the Exchange Securities or Registrable
Securities pursuant to the provisions of this Agreement, and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.

     "Rule 144(k) Period" shall mean the period of three years (or such shorter
      ------------------                                                       
period as may hereafter be referred to in Rule 144(k) under the Securities Act
(or similar successor rule)) commencing on the Issue Date.

     "SEC" shall mean the Securities and Exchange Commission.
      ---                                                    

     "Securities" shall have the meaning set forth in the preamble to this
      ----------                                                          
Agreement.

     "Securities Act" shall mean the Securities Act of 1933, as amended from
      --------------                                                        
time to time.

     "Shelf Registration" shall mean a registration effected pursuant to Section
      ------------------                                                        
2(b) hereof.

     "Shelf Registration Event" shall have the meaning set forth in Section 2(b)
      ------------------------                                                  
hereof.

     "Shelf Registration Event Date" shall have the meaning set forth in Section
      -----------------------------                                             
2(b) hereof.

     "Shelf Registration Statement" shall mean a "shelf" registration statement
      ----------------------------                                             
of the Company and the Trust pursuant to the provisions of Section 2(b) hereof
which covers all of the Registrable Securities or all of the Private Exchange
Securities, 

                                       6
<PAGE>
 
as the case may be, on an appropriate form under Rule 415 under the Securities
Act, or any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

     "TIA" shall have the meaning set forth in Section 3(1) hereof.
      ---                                                          

     "Trustees" shall mean any and all trustees with respect to (i) the Capital
      --------                                                                 
Securities under the Declaration, (ii) the Subordinated Debentures under the
Indenture and (iii) the Capital Securities Guarantee.

          2.   Registration Under the Securities Act.
               ------------------------------------- 

          (a)  Exchange Offer.  To the extent not prohibited by any applicable
               --------------                                                 
law or applicable interpretation of the staff of the SEC and subject to the
first sentence of Section 2(b) hereof, the Company and the Trust shall, for the
benefit of the Holders, at the Company's cost, use its best efforts to (i) cause
to be filed with the SEC within 150 days after the Issue Date an Exchange Offer
Registration Statement on an appropriate form under the Securities Act covering
the Exchange Offer, (ii) cause such Exchange Offer Registration Statement to be
declared effective under the Securities Act by the SEC not later than the date
which is 180 days after the Issue Date, and (iii) keep such Exchange Offer
Registration Statement effective for not less than 20 business days (or longer
if required by applicable law) after the date notice of the Exchange Offer is
first mailed to the Holders.  Upon the effectiveness of the Exchange Offer
Registration Statement, the Company and the Trust shall promptly commence the
Exchange Offer, it being the objective of such Exchange Offer to enable each
Holder eligible and electing to exchange Registrable Securities for a like
principal amount of Exchange Debentures or a like liquidation amount of Exchange
Capital Securities, together with the Exchange Guarantee, as applicable
(assuming that such Holder is not an affiliate of the Company within the meaning
of Rule 405 under the Securities Act and is not a broker-dealer tendering
Registrable Securities acquired directly from the Company for its own account,
acquires 

                                       7
<PAGE>
 
the Exchange Securities in the ordinary course of such Holder's business and has
no arrangements or understandings with any Person to participate in the Exchange
Offer for the purpose of distributing the Exchange Securities) to transfer such
Exchange Securities from and after their receipt without any limitations or
restrictions under the Securities Act and under state securities or blue sky
laws.

            In connection with the Exchange Offer, the Company and the Trust
shall:

     (i)    mail to each Holder a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents;

     (ii)   keep the Exchange Offer open for acceptance for a period of not less
than 20 business days after the date notice thereof is first mailed to the
Holders (or longer if required by applicable law) (such period referred to
herein as the "Exchange Period");
               ---------------   

     (iii)  utilize the services of the Depositary for the Exchange Offer;

     (iv)   permit Holders to withdraw tendered Securities at any time prior to
the close of business, New York City time, on the last Business Day of the
Exchange Period, by sending to the institution specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of such
Holder, the principal amount of Securities delivered for exchange, and a
statement that such Holder is withdrawing his election to have such Securities
exchanged;

     (v)    notify each Holder that any Security not tendered by such Holder in
the Exchange Offer will remain outstanding and continue to accrue interest or
accumulate distributions, as the case may be, but will not retain any rights
under this Agreement (except in the case of the Initial Purchasers and
Participating Broker-Dealers as provided herein); and

     (vi)   otherwise comply in all respects with all applicable laws relating
to the Exchange Offer.

                                       8
<PAGE>
 
          If any Initial Purchaser determines upon advice of its outside counsel
that it is not eligible to participate in the Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment in the
initial distribution, as soon as practicable upon receipt by the Company and the
Trust of a written request from such Initial Purchaser, the Company and the
Trust, as applicable, shall issue and deliver to such Initial Purchaser in
exchange (the "Private Exchange") for the Securities held by such Initial
               ----------------                                          
Purchaser, a like liquidation amount of Capital Securities of the Trust,
together with the Exchange Guarantee, or a like principal amount of the
Subordinated Debentures of the Company, as applicable, that are identical
(except that such securities may bear a customary legend with respect to
restrictions on transfer pursuant to the Securities Act) to the Exchange
Securities (the "Private Exchange Securities") and which are issued pursuant to
                 ---------------------------                                   
the Indenture, the Declaration or the Guarantee (which provides that the
Exchange Securities will not be subject to the transfer restrictions set forth
in the Indenture or the Declaration, as applicable, and that the Exchange
Securities, the Private Exchange Securities and the Securities will vote and
consent together on all matters as one class and that none of the Exchange
Securities, the Private Exchange Securities or the Securities will have the
right to vote or consent as a separate class on any matter).  The Private
Exchange Securities shall be of the same series as the Exchange Securities and
the Company and the Trust will seek to cause the CUSIP Service Bureau to issue
the same CUSIP Numbers for the Private Exchange Securities as for the Exchange
Securities issued pursuant to the Exchange Offer.

          As soon as practicable after the close of the Exchange Offer and, if
applicable, the Private Exchange, the Company and the Trust, as the case
requires, shall:

     (i)  accept for exchange all Securities or portions thereof tendered and
not validly withdrawn pursuant to the Exchange Offer or the Private Exchange;

     (ii) deliver, or cause to be delivered, to the applicable Trustee for
cancellation all Securities or portions thereof so accepted for exchange by the
Company; and

                                       9
<PAGE>
 
     (iii)  issue, and cause the applicable Trustee under the Indenture, the
Declaration or the Guarantee, as applicable, to promptly authenticate and
deliver to each Holder, new Exchange Securities or Private Exchange Securities,
as applicable, equal in principal amount to the principal amount of the
Subordinated Debentures or equal in liquidation amount to the liquidation amount
to the Capital Securities (together with the guarantee thereof) as are
surrendered by such Holder.

          Distributions on each Exchange Capital Security and interest on each
Exchange Debenture and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the last
date on which a Distribution or interest was paid on the Capital Security or the
Subordinated Debenture surrendered in exchange therefore or, if no Distribution
or interest has been paid on such Capital Security or Subordinated Debenture,
from the Issue Date.  To the extent not prohibited by any law or applicable
interpretation of the staff of the SEC, the Company and the Trust shall use
their best efforts to complete the Exchange Offer as provided above, and shall
comply with the applicable requirements of the Securities Act, the Exchange Act
and other applicable laws in connection with the Exchange Offer.  The Exchange
Offer shall not be subject to any conditions, other than that the Exchange Offer
does not violate applicable law or any applicable interpretation of the staff of
the SEC, and any other conditions that are reasonable and customary for these
types of exchange offers. Each Holder of Registrable Securities who wishes to
exchange such Registrable Securities for Exchange Securities in the Exchange
Offer will be required to make certain customary representations in connection
therewith, including, in the case of any Holder of Capital Securities,
representations that (i) it is not an affiliate of the Trust or the Company,
(ii) the Exchange Securities to be received by it were acquired in the ordinary
course of its business and (iii) at the time of the Exchange Offer, it has no
arrangement with any person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Capital Securities.  The Company
and the Trust shall inform the Initial Purchasers, after consultation with the
Trustee, of the names and addresses of the Holders to whom the Exchange Offer is
made, and the Initial Purchasers shall have the 

                                      10
<PAGE>
 
right to contact such Holders and otherwise facilitate the tender of Registrable
Securities in the Exchange Offer.

          Upon consummation of the Exchange Offer in accordance with this
Section 2(a), the provisions of this Agreement shall continue to apply, mutatis
                                                                        -------
mutandis, solely with respect to Registrable Securities that are Private
- --------                                                                
Exchange Securities and Exchange Securities held by Participating Broker-
Dealers, and the Company and the Trust shall have no further obligation to
register the Registrable Securities (other than Private Exchange Securities)
pursuant to Section 2(b) of this Agreement.

          (b)  Shelf Registration.  In the event that (i) the Company, the Trust
               ------------------                                               
or the Majority Holders reasonably determine, after conferring with counsel
(which may be in-house counsel), that the Exchange Offer Registration provided
in Section 2(a) above is not available because of any change in law or in
currently prevailing interpretations of the staff of the SEC, (ii) the Exchange
Offer Registration Statement is not declared effective within 180 days of the
Issue Date, (iii) the Company determines in good faith that there is a
reasonable likelihood that, or a material uncertainty exists as to whether,
consummation of the Exchange Offer would result in a material adverse tax
consequence to the Company or (iv) upon the request of any Initial Purchaser
with respect to any Registrable Securities held by it, if such Initial Purchaser
is not permitted, in the reasonable opinion of Sidley & Austin, pursuant to
applicable law or applicable interpretations of the staff of the SEC, to
participate in the Exchange Offer and thereby receive securities that are freely
tradeable without restriction under the Securities Act and applicable blue sky
or state securities laws (any of the events specified in (i)-(iv) being a "Shelf
                                                                           -----
Registration Event" and the date of occurrence thereof, the "Shelf Registration
- ------------------                                           ------------------
Event Date"), the Company and the Trust shall, at their cost, use their best
- ----------                                                                  
efforts to cause to be filed as promptly as practicable after such Shelf
Registration Event Date, as the case may be, and, in any event, within 45 days
after such Shelf Registration Event Date (which shall be no earlier than 75 days
after the Closing Time), a Shelf Registration Statement providing for the sale
by the Holders of all of the Registrable Securities, and shall use its best
efforts to have such Shelf Registration Statement declared effective by the SEC

                                      11
<PAGE>
 
as soon as practicable.  No Holder of Registrable Securities shall be entitled
to include any of its Registrable Securities in any Shelf Registration pursuant
to this Agreement unless and until such Holder agrees in writing to be bound by
all of the provisions of this Agreement applicable to such Holder and furnishes
to the Company and the Trust in writing, within 15 days after receipt of a
request therefor, such information as the Company and the Trust may, after
conferring with counsel with regard to information relating to Holders that
would be required by the SEC to be included in such Shelf Registration Statement
or Prospectus included therein, reasonably request for inclusion in any Shelf
Registration Statement or Prospectus included therein. Each Holder as to which
any Shelf Registration is being effected agrees to furnish to the Company and
the Trust all information with respect to such Holder necessary to make the
information previously furnished to the Company by such Holder not materially
misleading.

          The Company and the Trust agree to use their best efforts to keep the
Shelf Registration Statement continuously effective for the Rule 144(k) Period
(subject to extension pursuant to the last paragraph of Section 3 hereof) or for
such shorter period which will terminate when all of the Registrable Securities
covered by the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement or cease to be outstanding (the "Effectiveness Period").
                                                        --------------------    
The Company and the Trust shall not permit any securities other than Registrable
Securities to be included in the Shelf Registration.  The Company and the Trust
will, in the event a Shelf Registration Statement is declared effective, provide
to each Holder a reasonable number of copies of the Prospectus which is a part
of the Shelf Registration Statement, notify each such Holder when the Shelf
Registration has become effective and use its best efforts to take certain other
actions as are required to permit certain unrestricted resales of the
Registrable Securities.  The Company and the Trust further agree, if necessary,
to supplement or amend the Shelf Registration Statement, if required by the
rules, regulations or instructions applicable to the registration form used by
the Company for such Shelf Registration Statement or by the Securities Act or by
any other rules and regulations thereunder for shelf registrations, and the
Company and the Trust agree to furnish to the Holders of Registrable Securities
copies 

                                      12
<PAGE>
 
of any such supplement or amendment promptly after its being used or filed with
the SEC.

          (c) Expenses.  The Company shall pay all Registration Expenses in
              --------                                                     
connection with the registration pursuant to Section 2(a) or 2(b) hereof and
will reimburse the Initial Purchasers for the reasonable fees and disbursements
of Sidley & Austin, counsel for the Initial Purchasers, incurred in connection
with the Exchange Offer and, if applicable, the Private Exchange Offer, and
either Sidley & Austin or any one other counsel designated in writing by the
Majority Holders to act as counsel for the Holders of the Registrable Securities
in connection with a Shelf Registration Statement, which other counsel shall be
reasonably satisfactory to the Company.  Except as provided herein, each Holder
shall pay all expenses of its counsel, underwriting discounts and commissions
and transfer taxes if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.

          (d) Effective Registration Statement.  An Exchange Offer Registration
              --------------------------------                                 
Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement
pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC; provided, however, that if,
                                                  --------  -------          
after it has been declared effective, the offering of Registrable Securities
pursuant to a Shelf Registration Statement is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or court, such Registration Statement will be deemed not to have been
effective during the period of such interference, until the offering of
Registrable Securities pursuant to such Registration Statement may legally
resume.  The Company and the Trust will be deemed not to have used their best
efforts to cause the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, to become, or to remain, effective
during the requisite period if either of them voluntarily take any action that
would result in any such Registration Statement not being declared effective or
in the Holders of Registrable Securities covered thereby not being able to
exchange or offer and sell such Registrable Securities during that period unless
such action is required by applicable law.

                                      13
<PAGE>
 
          (e) Liquidated Damages.  In the event that (i) (A) neither the
              ------------------                                        
Exchange Offer Registration Statement nor a Shelf Registration Statement is
filed with the SEC on or prior to the 150th day after the Issue Date or (B)
notwithstanding that the Company and the Trust have accepted for exchange or
will accept for exchange the Securities for the Exchange Securities, the Company
and the Trust are required to file a Shelf Registration Statement and such Shelf
Registration Statement is not filed on or prior to the date required by Section
2(b) hereof, then commencing on the day after the applicable required filing
date, additional interest shall accrue on the principal amount of the
Subordinated Debentures, and additional Distributions shall accumulate on the
liquidation amount of the Capital Securities, each at a rate of 0.25% per annum;
or

     (ii)  (A) neither the Exchange Offer Registration Statement nor a Shelf
Registration Statement is declared effective by the SEC on or prior to the 30th
day after the applicable required filing date or (B) notwithstanding that the
Company and the Trust have accepted for exchange or will accept for exchange the
Securities for the Exchange Securities, the Company and the Trust are required
to file a Shelf Registration Statement and such Shelf Registration Statement is
not declared effective by the SEC on or prior to the 30th day after the date
such Shelf Registration Statement was required to be filed, then, commencing on
the 31st day after the applicable required filing date, additional interest
shall accrue on the principal amount of the Subordinated Debentures and
additional distributions shall accumulate on the liquidation amount of the
Capital Securities, each at a rate of 0.25% per annum; or

     (iii) (A) the Trust has not accepted for exchange all validly tendered
Capital Securities for Exchange Capital Securities or the Company has not
accepted for exchange the Guarantee and all Junior Subordinated Debentures for
the Exchange Guarantees and the Exchange Subordinated Debentures, in accordance
with the terms of the Exchange Offer on or prior to the 30th day after the date
on which the Exchange Offer Registration Statement was declared effective or (B)
if applicable, the Shelf Registration Statement has been declared effective and
such Shelf Registration Statement ceases to be effective at any time prior to
the expiration of the Rule 144(k) 

                                      14
<PAGE>
 
Period (other than after such time as all Capital Securities have been disposed
of thereunder or otherwise cease to be Registrable Securities), then additional
interest shall accrue on the principal amount of Subordinated Debentures, and
additional distributions shall accumulate on the liquidation amount of the
Capital Securities, each at a rate of 0.25% per annum commencing on (x) the 31st
day after such effective date, in the case of (A) above, or (y) the day such
Shelf Registration Statement ceases to be effective in the case of (B) above;
provided, however, that neither the additional interest rate on the Subordinated
Debentures, nor the additional distribution rate on the liquidation amount of
the Capital Securities, may exceed in the aggregate 0.25% per annum; provided,
further, however, that (1) upon the filing of the Exchange Offer Registration
Statement or a Shelf Registration Statement (in the case of clause (i) above),
(2) upon the effectiveness of the Exchange Offer Registration Statement or a
Shelf Registration Statement (in the case of clause (ii) above), or (3) upon the
acceptance for exchange of all validly tendered Capital Securities, Guarantees
and Subordinated Debentures for all Exchange Capital Securities, Exchange
Guarantees and Exchange Subordinated Debentures (in the case of clause (iii)(A)
above), or upon the effectiveness of the Shelf Registration Statement which had
ceased to remain effective (in the case of clause (iii)(B) above), additional
interest on the Subordinated Debentures, and additional distributions on the
liquidation amount of the Capital Securities as a result of such clause (or the
relevant subclause thereof), as the case may be, shall cease to accrue or
accumulate, as the case may be.

     Any amounts of additional interest and additional Distributions due
pursuant to Section 2(e)(i), (ii) or (iii) above will be payable in cash on the
relevant record dates for the payment of interest and Distributions pursuant to
the Indenture and the Declaration respectively.

          (f) Specific Enforcement.  Without limiting the remedies available to
              --------------------                                             
the Holders, the Company and the Trust acknowledge that any failure by the
Company or the Trust to comply with its obligations under Section 2(a) and
Section 2(b) hereof may result in material irreparable injury to the Holders for
which there is no adequate remedy at law, that it would not be possible to
measure damages for such injuries precisely and 

                                      15
<PAGE>
 
that, in the event of any such failure, any Holder may obtain such relief as may
be required to specifically enforce the Company's and the Trust's obligations
under Section 2(a) and Section 2(b) hereof.

          3.   Registration Procedures.  In connection with the obligations of
               -----------------------                                        
the Company and the Trust with respect to the Registration Statements pursuant
to Sections 2(a) and 2(b) hereof, the Company and the Trust shall use their best
efforts to:

          (a)  prepare and file with the SEC a Registration Statement or
     Registration Statements as prescribed by Sections 2(a) and 2(b) hereof
     within the relevant time period specified in Section 2 hereof on the
     appropriate form under the Securities Act, which form (i) shall be selected
     by the Company and the Trust, (ii) shall, in the case of a Shelf
     Registration, be available for the sale of the Registrable Securities by
     the selling Holders thereof and (iii) shall comply as to form in all
     material respects with the requirements of the applicable form and include
     all financial statements required by the SEC to be filed therewith; and use
     its best efforts to cause such Registration Statement to become effective
     and remain effective in accordance with Section 2 hereof; provided,
                                                               -------- 
     however, that if (1) such filing is pursuant to Section 2(b), or (2) a
     -------                                                               
     Prospectus contained in an Exchange Offer Registration Statement filed
     pursuant to Section 2(a) is required to be delivered under the Securities
     Act by any Participating Broker-Dealer who seeks to sell Exchange
     Securities, before filing any Registration Statement or Prospectus or any
     amendments or supplements thereto, the Company and the Trust shall furnish
     to and afford the Holders of the Registrable Securities and each such
     Participating Broker-Dealer, as the case may be, covered by such
     Registration Statement, their counsel and the managing underwriters, if
     any, a reasonable opportunity to review copies of all such documents
     (including copies of any documents to be incorporated by reference therein
     and all exhibits thereto) proposed to be filed.  The Company and the Trust
     shall not file any Registration Statement or Prospectus or any amendments
     or supplements thereto in 

                                      16
<PAGE>
 
     respect of which the Holders must be afforded an opportunity to review
     prior to the filing of such document if the Majority Holders or such
     Participating Broker-Dealer, as the case may be, their counsel or the
     managing underwriters, if any, shall reasonably object;

          (b)  prepare and file with the SEC such amendments and post-effective
     amendments to each Registration Statement as may be necessary to keep such
     Registration Statement effective for the Effectiveness Period or the
     Applicable Period, as the case may be; and cause each Prospectus to be
     supplemented, if so determined by the Company or the Trust or requested by
     the SEC, by any required prospectus supplement and as so supplemented to be
     filed pursuant to Rule 424 (or any similar provision then in force) under
     the Securities Act, and comply with the provisions of the Securities Act,
     the Exchange Act and the rules and regulations promulgated thereunder
     applicable to it with respect to the disposition of all securities covered
     by each Registration Statement during the Effectiveness Period or the
     Applicable Period, as the case may be, in accordance with the intended
     method or methods of distribution by the selling Holders thereof described
     in this Agreement (including sales by any Participating Broker-Dealer);

          (c)  in the case of a Shelf Registration, (i) notify each Holder of
     Registrable Securities included in the Shelf Registration Statement, at
     least three Business Days prior to filing, that a Shelf Registration
     Statement with respect to the Registrable Securities is being filed and
     advising such Holder that the distribution of Registrable Securities will
     be made in accordance with the method selected by the Majority Holders; and
     (ii) furnish to each Holder of Registrable Securities included in the Shelf
     Registration Statement and to each underwriter of an underwritten offering
     of Registrable Securities, if any, without charge, as many copies of each
     Prospectus, including each preliminary Prospectus, and any amendment or
     supplement thereto and such other documents as such Holder or underwriter
     may reasonably request, in order to facilitate the public sale or other
     disposition of the Registrable Securities; and (iii) consent to the use of
     the Prospectus 

                                      17
<PAGE>
 
     or any amendment or supplement thereto by each of the selling Holders of
     Registrable Securities included in the Shelf Registration Statement in
     connection with the offering and sale of the Registrable Securities covered
     by the Prospectus or any amendment or supplement thereto;

          (d)  in the case of a Shelf Registration, use its best efforts to
     register or qualify the Registrable Securities under all applicable state
     securities or "blue sky" laws of such jurisdictions by the time the
     applicable Registration Statement is declared effective by the SEC as any
     Holder of Registrable Securities covered by a Registration Statement and
     each underwriter of an underwritten offering of Registrable Securities
     shall reasonably request in writing in advance of such date of
     effectiveness, and do any and all other acts and things which may be
     reasonably necessary or advisable to enable such Holder and underwriter to
     consummate the disposition in each such jurisdiction of such Registrable
     Securities owned by such Holder; provided, however, that the Company and
                                      --------  -------                      
     the Trust shall not be required to (i) qualify as a foreign corporation or
     as a dealer in securities in any jurisdiction where it would not otherwise
     be required to qualify but for this Section 3(d), (ii) file any general
     consent to service of process in any jurisdiction where it would not
     otherwise be subject to such service of process or (iii) subject itself to
     taxation in any such jurisdiction if it is not then so subject;

          (e)  in the case of (1) a Shelf Registration or (2) Participating
     Broker-Dealers from whom the Company or the Trust has received prior
     written notice that they will be utilizing the Prospectus contained in the
     Exchange Offer Registration Statement as provided in Section 3(t) hereof,
     are seeking to sell Exchange Securities and are required to deliver
     Prospectuses, notify each Holder of Registrable Securities, or such
     Participating Broker-Dealers, as the case may be, their counsel and the
     managing underwriters, if any, promptly and promptly confirm such notice in
     writing (i) when a Registration Statement has become effective and when any
     post-effective amendments and supplements thereto become effective, (ii) of
     any request by the SEC or any state securities authority for amendments and
     supplements to 

                                      18
<PAGE>
 
     a Registration Statement or Prospectus or for additional information after
     the Registration Statement has become effective, (iii) of the issuance by
     the SEC or any state securities authority of any stop order suspending the
     effectiveness of a Registration Statement or the qualification of the
     Registrable Securities or the Exchange Securities to be offered or sold by
     any Participating Broker-Dealer in any jurisdiction described in paragraph
     3(d) hereof or the initiation of any proceedings for that purpose, (iv) in
     the case of a Shelf Registration, if, between the effective date of a
     Registration Statement and the closing of any sale of Registrable
     Securities covered thereby, the representations and warranties of the
     Company and the Trust contained in any purchase agreement, securities sales
     agreement or other similar agreement, if any cease to be true and correct
     in all material respects, and (v) of the happening of any event or the
     failure of any event to occur or the discovery of any facts or otherwise
     during the Effectiveness Period which makes any statement made in such
     Registration Statement or the related Prospectus untrue in any material
     respect or which causes such Registration Statement or Prospectus to omit
     to state a material fact necessary in order to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading, and (vi) the Company and the Trust's reasonable determination
     that a post-effective amendment to the Registration Statement would be
     appropriate;

          (f)  make every reasonable effort to obtain the withdrawal of any
     order suspending the effectiveness of a Registration statement at the
     earliest possible moment;

          (g)  in the case of a Shelf Registration, furnish to each Holder of
     Registrable Securities included within the coverage of such Shelf
     Registration Statement, without charge, at least one conformed copy of each
     Registration Statement relating to such Shelf Registration and any post-
     effective amendment thereto (without documents incorporated therein by
     reference or exhibits thereto, unless requested);

                                      19
<PAGE>
 
          (h)  in the case of a Shelf Registration, cooperate with the selling
     Holders of Registrable Securities to facilitate the timely preparation and
     delivery of certificates representing Registrable Securities to be sold and
     not bearing any restrictive legends and in such denominations (consistent
     with the provisions of the Indenture and the Declaration) and registered in
     such names as the selling Holders or the underwriters may reasonably
     request at least two Business Days prior to the closing of any sale of
     Registrable Securities pursuant to such Shelf Registration Statement;

          (i)  in the case of a Shelf Registration or an Exchange Offer
     Registration, upon the occurrence of any circumstance contemplated by
     Section 3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, use its best
     efforts to prepare a supplement or post-effective amendment to a
     Registration Statement or the related Prospectus or any document
     incorporated therein by reference or file any other required document so
     that, as thereafter delivered to the purchasers of the Registrable
     Securities, such Prospectus will not include any untrue statement of a
     material fact or omit to state a material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading; and to notify each Holder to suspend use of the
     Prospectus as promptly as practicable after the occurrence of such an
     event, and each Holder hereby agrees to suspend use of the Prospectus until
     the Company has amended or supplemented the Prospectus to correct such
     misstatement or omission;

          (j)  in the case of a Shelf Registration, a reasonable time prior to
     the filing of any document which is to be incorporated by reference into a
     Registration Statement or a Prospectus after the initial filing of a
     Registration Statement, provide a reasonable number of copies of such
     document to the Holders; and make such of the representatives of the
     Company and the Trust as shall be reasonably requested by the Holders of
     Registrable Securities or the Initial Purchasers on behalf of such Holders
     available for discussion of such document;

                                      20
<PAGE>
 
          (k)  obtain a CUSIP number for all Exchange Capital Securities and the
     Capital Securities (and if the Trust has made a distribution of the
     Subordinated Debentures to the Holders of the Capital Securities, the
     Subordinated Debentures or the Exchange Subordinated Debentures) as the
     case may be, not later than the effective date of a Registration Statement,
     and provide the Trustee with printed certificates for the Exchange
     Securities or the Registrable Securities, as the case may be, in a form
     eligible for deposit with the Depositary;

          (l)  cause the Indenture, the Declaration, the Exchange Guarantee to
     be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"),
                                                                          ---
     in connection with the registration of the Exchange Securities or
     Registrable Securities, as the case may be, and effect such changes to such
     documents as may be required for them to be so qualified in accordance with
     the terms of the TIA and execute, and use its best efforts to cause the
     relevant trustee to execute, all documents as may be required to effect
     such changes, and all other forms and documents required to be filed with
     the SEC to enable such documents to be so qualified in a timely manner;

          (m)  in the case of a Shelf Registration, enter into such agreements
     (including underwriting agreements) as are customary in underwritten
     offerings and take all such other appropriate actions as are reasonably
     requested in order to expedite or facilitate the registration or the
     disposition of such Registrable Securities, and in such connection, whether
     or not an underwriting agreement is entered into and whether or not the
     registration is an underwritten registration, if requested by (x) any
     Initial Purchaser, in the case where an Initial Purchaser holds Securities
     acquired by it as part of its initial distribution and (y) other Holders of
     Securities covered thereby:  (i) make such representations and warranties
     to Holders of such Registrable Securities and the underwriters (if any),
     with respect to the business of the Trust, the Company and its subsidiaries
     as then conducted and the Registration Statement, Prospectus and documents,
     if any, incorporated or deemed to be incorporated by reference therein, in
     each 

                                      21
<PAGE>
 
     case, as are customarily made by issuers to underwriters in underwritten
     offerings, and confirm the same if and when requested; (ii) obtain opinions
     of counsel to the Company and the Trust and updates thereof (which may be
     in the form of a reliance letter) in form and substance reasonably
     satisfactory to the managing underwriters (if any) and the Holders of a
     majority in principal amount of the Registrable Securities being sold,
     addressed to each selling Holder and the underwriters (if any) covering the
     matters customarily covered in opinions requested in underwritten offerings
     and such other matters as may be reasonably requested by such underwriters
     (it being agreed that the matters to be covered by such opinion may be
     subject to customary qualifications and exceptions); (iii) obtain "cold
     comfort" letters and updates thereof in form and substance reasonably
     satisfactory to the managing underwriters from the independent certified
     public accountants of the Company and the Trust (and, if necessary, any
     other independent certified public accountants of any subsidiary of the
     Company and the Trust or of any business acquired by the Company and the
     Trust for which financial statements and financial data are, or are
     required to be, included in the Registration Statement), addressed to each
     of the underwriters, such letters to be in customary form and covering
     matters of the type customarily covered in "cold comfort" letters in
     connection with underwritten offerings and such other matters as reasonably
     requested by such underwriters in accordance with Statement on Auditing
     Standards No. 72; and (iv) if an underwriting agreement is entered into,
     the same shall contain indemnification provisions and procedures no less
     favorable than those set forth in Section 4 hereof (or such other
     provisions and procedures acceptable to Holders of a majority in aggregate
     principal amount of Registrable Securities covered by such Registration
     Statement and the managing underwriters or agents) with respect to all
     parties to be indemnified pursuant to said Section (including, without
     limitation, such underwriters and selling Holders). The above shall be done
     at each closing under such underwriting agreement, or as and to the extent
     required thereunder;

                                      22
<PAGE>
 
          (n) if (1) a Shelf Registration is filed pursuant to Section 2(b) or
     (2) a Prospectus contained in an Exchange Offer Registration Statement
     filed pursuant to Section 2(a) is required to be delivered under the
     Securities Act by any Participating Broker-Dealer who seeks to sell
     Exchange Securities during the Applicable Period, make reasonably available
     for inspection by any selling Holder of such Registrable Securities being
     sold, or each such Participating Broker-Dealer, as the case may be, any
     underwriter participating in any such disposition of Registrable
     Securities, if any, and any attorney, accountant or other agent retained by
     any such selling Holder or each such Participating Broker-Dealer, as the
     case may be, or underwriter (collectively, the "Inspectors"), at the
                                                     ----------          
     offices where normally kept, during reasonable business hours, all
     financial and other records, pertinent corporate documents and properties
     of the Trust, the Company and its subsidiaries (collectively, the
                                                                      
     "Records") as shall be reasonably necessary to enable them to exercise any
      -------                                                                  
     applicable due diligence responsibilities, and cause the officers,
     directors and employees of the Trust, the Company and its subsidiaries to
     supply all relevant information in each case reasonably requested by any
     such Inspector in connection with such Registration Statement; provided,
                                                                    -------- 
     however, that the foregoing inspection and information gathering shall be
     -------                                                                  
     coordinated on behalf of the selling Holders by one counsel designated by
     the Majority Holders as described in Section 2(c) hereof.  Records which
     the Company and the Trust determine, in good faith, to be confidential and
     any records which it notifies the Inspectors are confidential shall not be
     disclosed by the Inspectors unless (i) the disclosure of such Records is
     necessary to avoid or correct a material misstatement or omission in such
     Registration Statement, (ii) the release of such Records is ordered
     pursuant to a subpoena or other order from a court of competent
     jurisdiction or is necessary in connection with any action, suit or
     proceeding or (iii) the information in such Records has been made generally
     available to the public.  Each selling Holder of such Registrable
     Securities and each such Participating Broker-Dealer will be required to
     agree in writing that information obtained by it as a result of such
     inspections shall be deemed confidential and 

                                      23
<PAGE>
 
     shall not be used by it as the basis for any market transactions in the
     securities of the Trust or the Company or any other purpose other than the
     due diligence responsibilities referred to above unless and until such is
     made generally available to the public. Each selling Holder of such
     Registrable Securities and each such Participating Broker-Dealer will be
     required to further agree in writing that it will, upon learning that
     disclosure of such Records is sought in a court of competent jurisdiction,
     give notice to the Company and allow the Company at its expense to
     undertake appropriate action to prevent disclosure of the Records deemed
     confidential;

          (o) comply with all applicable rules and regulations of the SEC so
     long as any provision of this Agreement shall be applicable and make
     generally available to its security holders earning statements satisfying
     the provisions of Section 11(a) of the Securities Act and Rule 158
     thereunder (or any similar rule promulgated under the Securities Act) no
     later than 45 days after the end of any 12-month period (or 90 days after
     the end of any 12-month period if such period is a fiscal year) (i)
     commencing at the end of any fiscal quarter in which Registrable Securities
     are sold to underwriters in a firm commitment or best efforts underwritten
     offering and (ii) if not sold to underwriters in such an offering,
     commencing on the first day of the first fiscal quarter of the Company
     after the effective date of a Registration Statement, which statements
     shall cover said 12-month periods;

          (p) upon consummation of an Exchange Offer or a Private Exchange, if
     requested by a Trustee, obtain an opinion of counsel to the Company
     addressed to the Trustee for the benefit of all Holders of Registrable
     Securities participating in the Exchange Offer or the Private Exchange, as
     the case may be, and which includes an opinion that (i) the Company and the
     Trust, as the case requires, has duly authorized, executed and delivered
     the Exchange Securities and Private Exchange Securities, and (ii) each of
     the Exchange Securities or the Private Exchange Securities, as the case may
     be, constitute a legal, valid and binding obligation of the Company or the
     Trust, as the case 

                                      24
<PAGE>
 
     requires, enforceable against the Company or the Trust, as the case
     requires, in accordance with its respective terms (in each case, with
     customary exceptions);

          (q) if an Exchange Offer or a Private Exchange is to be consummated,
     upon delivery of the Registrable Securities by Holders to the Company or
     the Trust, as applicable (or to such other Person as directed by the
     Company or the Trust, respectively), in exchange for the Exchange
     Securities or the Private Exchange Securities, as the case may be, the
     Company or the Trust, as applicable, shall mark, or cause to be marked, on
     such Registrable Securities delivered by such Holders that such Registrable
     Securities are being canceled in exchange for the Exchange Securities or
     the Private Exchange Securities, as the case may be; in no event shall such
     Registrable Securities be marked as paid or otherwise satisfied;

          (r) cooperate with each seller of Registrable Securities covered by
     any Registration Statement and each underwriter, if any, participating in
     the disposition of such Registrable Securities and their respective counsel
     in connection with any filings required to be made with the NASD;

          (s) use its best efforts to take all other steps necessary to effect
     the registration of the Registrable Securities covered by a Registration
     Statement contemplated hereby;

          (t) (A) in the case of the Exchange Offer Registration Statement (i)
     include in the Exchange Offer Registration Statement a section entitled
     "Plan of Distribution," which section shall be reasonably acceptable to the
     Initial Purchasers or another representative of the Participating Broker-
     Dealers, and which shall contain a summary statement of the positions taken
     or policies made by the staff of the SEC with respect to the potential
     "underwriter" status of any broker-dealer that holds Registrable Securities
     acquired for its own account as a result of market-making activities or
     other trading activities (a "Participating Broker-Dealer") and that will be
                                  ---------------------------                   
     the beneficial owner (as 

                                      25
<PAGE>
 
     defined in Rule 13d-3 under the Exchange Act) of Exchange Securities to be
     received by such broker-dealer in the Exchange Offer, whether such
     positions or policies have been publicly disseminated by the staff of the
     SEC or such positions or policies, in the reasonable judgment of the
     Initial Purchasers or such other representative, represent the prevailing
     views of the staff of the SEC, including a statement that any such broker-
     dealer who receives Exchange Securities for Registrable Securities pursuant
     to the Exchange Offer may be deemed a statutory underwriter and must
     deliver a prospectus meeting the requirements of the Securities Act in
     connection with any resale of such Exchange Securities, (ii) furnish to
     each Participating Broker-Dealer who has delivered to the Company the
     notice referred to in Section 3(e), without charge, as many copies of each
     Prospectus included in the Exchange Offer Registration Statement, including
     any preliminary prospectus, and any amendment or supplement thereto, as
     such Participating Broker-Dealer may reasonably request (each of the
     Company and the Trust hereby consents to the use of the Prospectus forming
     part of the Exchange Offer Registration Statement or any amendment or
     supplement thereto by any Person subject to the prospectus delivery
     requirements of the Securities Act, including all Participating Broker-
     Dealers, in connection with the sale or transfer of the Exchange Securities
     covered by the Prospectus or any amendment or supplement thereto), (iii)
     use its best efforts to keep the Exchange Offer Registration Statement
     effective and to amend and supplement the Prospectus contained therein in
     order to permit such Prospectus to be lawfully delivered by all Persons
     subject to the prospectus delivery requirements of the Securities Act for
     such period of time as such Persons must comply with such requirements
     under the Securities Act and applicable rules and regulations in order to
     resell the Exchange Securities; provided, however, that such period shall
                                     --------  -------
     not be required to exceed 90 days (or such longer period if extended
     pursuant to the last sentence of Section 3 hereof) (the "Applicable
                                                              ----------
     Period"), and (iv) include in the transmittal letter or similar
     ------
     documentation to be executed by an exchange offeree in order to participate
     in the Exchange Offer (x) the following provision:

                                      26
<PAGE>
 
          "If the exchange offeree is a broker-dealer holding
          Registrable Securities acquired for its own account as a
          result of market-making activities or other trading
          activities, it will deliver a prospectus meeting the
          requirements of the Securities Act in connection with any
          resale of Exchange Securities received in respect of such
          Registrable Securities pursuant to the Exchange Offer";

and (y) a statement to the effect that by a broker-dealer making the
acknowledgment described in clause (x) and by delivering a Prospectus in
connection with the exchange of Registrable Securities, the broker-dealer will
not be deemed to admit that it is an underwriter within the meaning of the
Securities Act; and

          (B) in the case of any Exchange Offer Registration Statement, the
     Company and the Trust agree to deliver to the Initial Purchasers or to
     another representative of the Participating Broker-Dealers, if requested by
     any such Initial Purchasers or such other representative of the
     Participating Broker-Dealers, on behalf of the Participating Broker-Dealers
     upon consummation of the Exchange Offer (i) an opinion of counsel in form
     and substance reasonably satisfactory to the Initial Purchasers or such
     other representative of the Participating Broker-Dealers, covering the
     matters customarily covered in opinions requested in connection with
     Exchange Offer Registration Statements and such other matters as may be
     reasonably requested (it being agreed that the matters to be covered by
     such opinion may be subject to customary qualifications and exceptions),
     (ii) an officers' certificate containing certifications substantially
     similar to those set forth in Section 5(d) of the Purchase Agreement and
     such additional certifications as are customarily delivered in a public
     offering of debt securities and (iii) as well as upon the effectiveness of
     the Exchange Offer Registration Statement, a comfort letter, in each case,
     in customary form if permitted by Statement on Auditing Standards No. 72.

                                      27
<PAGE>
 
          The Company or the Trust may require each seller of Registrable
Securities as to which any registration is being effected to furnish to the
Company or the Trust, as applicable, such information regarding such seller as
may be required by the staff of the SEC to be included in a Registration
Statement.  The Company or the Trust may exclude from such registration the
Registrable Securities of any seller who unreasonably fails to furnish such
information within a reasonable time after receiving such request.  The Company
shall have no obligation to register under the Securities Act the Registrable
Securities of a seller who so fails to furnish such information.

          In the case of (1) a Shelf Registration Statement or (2) Participating
Broker-Dealers who have notified the Company and the Trust that they will be
utilizing the Prospectus contained in the Exchange Offer Registration Statement
as provided in Section 3(t) hereof, are seeking to sell Exchange Securities and
are required to deliver the Prospectus, each Holder agrees that, upon receipt of
any notice from the Company or the Trust of the happening of any event of the
kind described in Section 3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, such
Holder will forthwith discontinue disposition of Registrable Securities pursuant
to a Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof or until
it is advised in writing (the "Advice") by the Company and the Trust that the
                               ------                                        
use of the applicable Prospectus may be resumed, and, if so directed by the
Company and the Trust, such Holder will deliver to the Company or the Trust (at
the Company's or the Trust's expense, as the case requires) all copies in such
Holder's possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities or Exchange
Securities, as the case may be, current at the time of receipt of such notice.
If the Company or the Trust shall give any such notice to suspend the
disposition of Registrable Securities or Exchange Securities, as the case may
be, pursuant to a Registration Statement, the Company and the Trust shall use
their best efforts to file (and have declared effective if an amendment) as soon
as practicable an amendment or supplement to the Registration Statement and
shall extend the period during which such Registration Statement shall be
maintained effective pursuant to this Agreement by the 

                                      28
<PAGE>
 
number of days in the period from and including the date of the giving of such
notice to and including the date when the Company and the Trust shall have made
available to the Holders (x) copies of the supplemented or amended Prospectus
necessary to resume such dispositions or (y) the Advice.

          4.   Indemnification and Contribution.  In connection with any
               --------------------------------                         
Registration Statement, the Company and the Trust shall, jointly and severally,
indemnify and hold harmless each Initial Purchaser, each Holder, each
underwriter who participates in an offering of the Registrable Securities, each
Participating Broker-Dealer, each Person, if any, who controls any of such
parties within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act and each of their respective directors, officers, employees and
agents, as follows:

          (i)  from and against any and all loss, liability, claim, damage and
     expense whatsoever, joint or several, as incurred, arising out of any
     untrue statement or alleged untrue statement of a material fact contained
     in any Registration Statement (or any amendment thereto), covering
     Registrable Securities or Exchange Securities, including all documents
     incorporated therein by reference, or the omission or alleged omission
     therefrom of a material fact required to be stated therein or necessary to
     make the statements therein not misleading or arising out of any untrue
     statement or alleged untrue statement of a material fact included in any
     Prospectus (or any amendment or supplement thereto) or the omission or
     alleged omission therefrom of a material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading;

          (ii) from and against any and all loss, liability, claim, damage and
     expense whatsoever, joint or several, as incurred, to the extent of the
     aggregate amount paid in settlement of any litigation, or any investigation
     or proceeding by any court or governmental agency or body, commenced or
     threatened, or of any claim whatsoever based upon any such untrue statement
     or omission, or any such alleged untrue statement or omission, if such
     settlement is effected with the prior written consent of the Company; and

                                      29
<PAGE>
 
          (iii) from and against any and all expenses whatsoever, as incurred
     (including reasonable fees and disbursements of counsel chosen by such
     Holder, such Participating Broker-Dealer, or any underwriter (except to the
     extent otherwise expressly provided in Section 4(c) hereof)), reasonably
     incurred in investigating, preparing or defending against any litigation,
     or any investigation or proceeding by any court or governmental agency or
     body, commenced or threatened, or any claim whatsoever based upon any such
     untrue statement or omission, or any such alleged untrue statement or
     omission, to the extent that any such expense is not paid under
     subparagraph (i) or (ii) of this Section 4(a);

provided, however, that (i) this indemnity does not apply to any loss,
- --------  -------                                                     
liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished in writing to the
Company or the Trust by such Holder, such Participating Broker-Dealer or any
underwriter with respect to such Holder, Participating Broker-Dealer or any
underwriter, as the case may be, expressly for use in the Registration Statement
(or any amendment thereto) or any Prospectus (or any amendment or supplement
thereto) and (ii) the Company and the Trust shall not be liable to any such
Holder, Participating Broker-Dealer, any underwriter or controlling person, with
respect to any untrue statement or alleged untrue statement or omission or
alleged omission in any preliminary Prospectus to the extent that any such loss,
liability, claim, damage or expense of any Holder, Participating Broker-Dealer,
any underwriter or controlling person results from the fact that such Holder,
any underwriter or Participating Broker-Dealer sold Securities to a person to
whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the final Prospectus as then amended or supplemented if the
Company had previously furnished copies thereof to such Holder, underwriter or
Participating Broker-Dealer and the loss, liability, claim, damage or expense of
such Holder, underwriter, Participating Broker-Dealer or controlling person
results from an untrue statement or omission of a material fact contained in the
preliminary Prospectus which was corrected in the final Prospectus.  Any amounts
advanced by 

                                      30
<PAGE>
 
the Company or the Trust to an indemnified party pursuant to this Section 4 as a
result of such losses shall be returned to the Company or the Trust if it shall
be finally determined by such a court in a judgment not subject to appeal or
final review that such indemnified party was not entitled to indemnification by
the Company or the Trust.

          (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Trust, each trustee of the Trust, any underwriter
and the other selling Holders and each of the directors, officers (including
each officer who signed the Registration Statement), employees and agents of the
Company and each Person, if any, who controls the Company, the Trust, any
underwriter or any other selling Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
loss, liability, claim, damage and expense whatsoever described in the indemnity
contained in Section 4(a) hereof, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company or the Trust by such selling Holder with
respect to such Holder expressly for use in the Registration Statement (or any
amendment thereto), or any such Prospectus (or any amendment or supplement
thereto); provided, however, that, in the case of Shelf Registration Statement,
          --------  -------                                                    
no such Holder shall be liable for any claims hereunder in excess of the amount
of net proceeds received by such Holder from the sale of Registrable Securities
pursuant to such Shelf Registration Statement.

          (c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, enclosing a copy of all papers properly
served on such indemnified party, but failure to so notify an indemnifying party
shall not relieve such indemnifying party from any liability which it may have
under this Section 4, except to the extent that it is materially prejudiced by
such failure.  An indemnifying party may participate at its own expense in the
defense of such action.  If an indemnifying party so elects within a reasonable
time after 

                                      31
<PAGE>
 
receipt of such notice, an indemnifying party, severally or jointly with any
other indemnifying parties receiving such notice, may assume the defense of such
action with counsel chosen by it and reasonably acceptable to the indemnified
parties defendant in such action, provided, however, that if (i) representation
                                  --------  -------
of such indemnified party by the same counsel would present a conflict of
interest or (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and any
such indemnified party reasonably determines that there may be legal defenses
available to such indemnified party which are different from or in addition to
those available to such indemnifying party, then in the case of clauses (i) and
(ii) of this Section 4(c) such indemnifying party and counsel for each
indemnifying party or parties shall not be entitled to assume such defense. If
an indemnifying party is not entitled to assume the defense of such action as a
result of the proviso to the preceding sentence, counsel for such indemnifying
party and counsel for each indemnified party or parties shall be entitled to
conduct the defense of such indemnified party or parties. If an indemnifying
party assumes the defense of such action, in accordance with and as permitted by
the provisions of this paragraph, such indemnifying parties shall not be liable
for any fees and expenses of counsel for the indemnified parties incurred
thereafter in connection with such action. In no event shall the indemnifying
parties be liable for the fees and expenses of more than one counsel (in
addition to local counsel), separate from its own counsel, for-all indemnified
parties in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party shall, without the prior written consent of
the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 4 (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional written release in form and substance satisfactory to
the indemnified parties of each indemnified party from all liability arising out
of such litigation, investigation, 

                                      32
<PAGE>
 
proceeding or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified
party.

          (d) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 4 is for any reason held to be unavailable to the indemnified parties
although applicable in accordance with its terms, the Company, the Trust, and
the Holders shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by such indemnity agreement
incurred by the Company, the Trust, and the Holders, as incurred; provided that
                                                                  --------     
no Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any Person that
was not guilty of such fraudulent misrepresentation. As between the Company, the
Trust, and the Holders, such parties shall contribute to such aggregate losses,
liabilities, claims, damages and-expenses of the nature contemplated by such
indemnity agreement in such proportion as shall be appropriate to reflect the
relative fault of the Company and Trust, on the one hand, and the Holders, on
the other hand, with respect to the statements or omissions which resulted in
such loss, liability, claim, damage or expense, or action in respect thereof, as
well as any other relevant equitable considerations.  The relative fault of the
Company and the Trust, on the one hand, and of the Holders, on the other hand,
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or the
Trust, on the one hand, or by or on behalf of the Holders, on the other, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.  The Company, the Trust and the
Holders of the Registrable Securities agree that it would not be just and
equitable if contribution pursuant to this Section 4 were to be determined by
pro rata allocation or by any other method of allocation that does not take into
account the relevant equitable considerations.  For purposes of this Section 4,
each affiliate of a Holder, and each director, officer, employee, agent and
Person, if any, who controls a Holder or such affiliate within the meaning of
Section 15 of the Securities Act or Section 20 of 

                                      33
<PAGE>
 
the Exchange Act shall have the same rights to contribution as such Holder, and
each director, officer, employee and agent of the Company, each trustee of the
Trust, and each Person, if any, who controls each of the Company and the Trust
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act shall have the same rights to contribution as each of the Company
or the Trust.

          5.    Participation in Underwritten Registrations.  No Holder may
                -------------------------------------------                
participate in any underwritten registration hereunder unless such Holder (a)
agrees to sell such Holder's Registrable Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents reasonably required under the terms of such underwriting
arrangements.

          6.    Selection of Underwriters.  The Holders of Registrable
                -------------------------                             
Securities covered by the Shelf Registration Statement who desire to do so may
sell the securities covered by such Shelf Registration in an underwritten
offering.  In any such underwritten offering, the underwriter or underwriters
and manager or managers that will administer the offering will be selected by
the Holders of a majority in aggregate principal amount of the Registrable
Securities included in such offering; provided, however, that such underwriters
                                      --------  -------                        
and managers must be reasonably satisfactory to the Company and the Trust.

          7.    Miscellaneous.
                ------------- 

          (a)   Rule 144 and Rule 144A.  For so long as the Company or the Trust
                ----------------------                                          
is subject to the reporting requirements of Section 13 or 15 of the Exchange Act
and any Registrable Securities remain outstanding, the Company and the Trust, as
the case may be, will each use its best efforts to file the reports required to
be filed by it under the Securities Act and Section 13(a) or 15(d) of the
Exchange Act and the rules and regulations adopted by the SEC thereunder, that
if it ceases to be so required to file such reports, it will, upon the request
of any Holder of Registrable Securities, (a) make publicly available such
information as is necessary to permit sales of its securities pursuant to Rule
144 under the Securities Act, (b) deliver such information to a prospective
purchaser as is necessary to permit sales of its 

                                      34
<PAGE>
 
securities pursuant to Rule 144A under the Securities Act and it will take such
further action as any Holder of Registrable Securities may reasonably request,
and (c) take such further action that is reasonable in the circumstances, in
each case, to the extent required from time to time to enable such Holder to
sell its Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such rule may be amended from time to time, (ii) Rule 144A
under the Securities Act, as such rule may be amended from time to time, or
(iii) any similar rules or regulations hereafter adopted by the SEC. Upon the
request of any Holder of Registrable Securities, the Company and the Trust will
deliver to such Holder a written statement as to whether it has complied with
such requirements.

          (b) No Inconsistent Agreements.  The Company or the Trust has not
              --------------------------                                   
entered into nor will the Company or the Trust on or after the date of this
Agreement enter into any agreement which is inconsistent with the rights granted
to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof.  The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company's or the Trust's other issued and
outstanding securities under any such agreements.

          (c) Amendments and Waivers.  The provisions of this Agreement,
              ----------------------                                    
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless each of the Company and the Trust has obtained the
written consent of Holders of at least a majority in aggregate principal amount
of its outstanding Registrable Securities affected by such amendment,
modification, supplement, waiver or departure; provided no amendment,
                                               --------              
modification or supplement or waiver or consent to the departure with respect to
the provisions of Section 4 hereof shall be effective as against any Holder of
Registrable Securities unless consented to in writing by such Holder of
Registrable Securities.  Notwithstanding the foregoing 

                                      35
<PAGE>
 
sentence, (i) this Agreement may be amended, without the consent of any Holder
of Registrable Securities, by written agreement signed by the Company, the Trust
and each Initial Purchaser, to cure any ambiguity, correct or supplement any
provision of this Agreement that may be inconsistent with any other provision of
this Agreement or to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be inconsistent with
other provisions of this Agreement, (ii) this Agreement may be amended, modified
or supplemented, and waivers and consents to departures from the provisions
hereof may be given, by written agreement signed by the Company, the Trust and
each Initial Purchaser to the extent that any such amendment, modification,
supplement, waiver or consent is, in their reasonable judgment, necessary or
appropriate to comply with applicable law (including any interpretation of the
Staff of the SEC) or any change therein and (iii) to the extent any provision of
this Agreement relates to the Initial Purchasers, such provision may be amended,
modified or supplemented, and waivers or consents to departures from such
provisions may be given, by written agreement signed by each Initial Purchaser,
the Company and the Trust.

          (d) Notices.  All notices and other communications provided for or
              -------                                                       
permitted hereunder shall be made in writing by hand-delivery, registered first-
class mail, telex, telecopier, or any courier guaranteeing overnight delivery
(i) if to a Holder, at the most current address given by such Holder to the
Company or the Trust by means of a notice given in accordance with the
provisions of this Section 7(d), which address initially is, with respect to the
Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if
to the Company or the Trust, initially at the Company's address set forth in the
Purchase Agreement and thereafter at such other address, notice of which is
given in accordance with the provisions of this Section 7(d).

          All such notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.

                                      36
<PAGE>
 
          Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

          (e) Successors and Assigns.  This Agreement shall inure to the benefit
              ----------------------                                            
of and be binding upon the successors, assigns and transferees of the Initial
Purchasers, including, without limitation and without the need for an express
assignment, subsequent Holders; provided, however, that nothing herein shall be
                                --------  -------                              
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities, such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement and such Person shall be entitled to receive the benefits hereof.

          (f) Third Party Beneficiary.  Each of the Holders shall be a third
              -----------------------                                       
party beneficiary of the agreements made hereunder between the Company and the
Trust, on the one hand, and the Initial Purchasers, on the other hand, and the
Initial Purchaser shall have the right to enforce such agreements directly to
the extent it deems such enforcement necessary or advisable to protect its
rights or the rights of Holders hereunder.

          (g) Counterparts.  This Agreement may be executed in any number of
              ------------                                                  
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (h) Headings.  The headings in this Agreement are for convenience of
              --------                                                        
reference only and shall not limit or otherwise affect the meaning hereof.

                                      37
<PAGE>
 
          (i) GOVERNING LAW.  THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE
              -------------                                                   
IN THE STATE OF NEW YORK.  THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT,
AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS.  EACH OF THE PARTIES
HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

          (j) Severability.  In the event that any one or more of the provisions
              ------------                                                      
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

          (k) Securities Held by the Company, the Trust or its Affiliates.
              -----------------------------------------------------------  
Whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by the
Company, the Trust or its affiliates (as such term is defined in Rule 405 under
the Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

                                      38
<PAGE>
 
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                              BANCFIRST CORPORATION


                              By:
                                 ----------------------------
                                    Name:
                                    Title:



                              BFC CAPITAL TRUST I


                              By:
                                 ----------------------------
                                    Name:
                                    Title:


Confirmed and accepted as of
     the date first above
     written:


BEAR, STEARNS & CO. INC.



By: 
   --------------------------
     Name:
     Title:



SANDLER O'NEILL & PARTNERS, L.P.

By:  Sandler O'Neill & Partners Corp.,
     the sole general partner

By:
   --------------------------
     Name:
     Title:

                                      39

<PAGE>
 
                                                                    EXHIBIT 12.1




                             BANCFIRST CORPORATION
                      COMPUTATION OF RATIO OF EARNINGS TO
                COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
                            (DOLLARS IN THOUSANDS)


<TABLE> 
<CAPTION> 
                                              YEARS ENDED DECEMBER 31,
                                  ----------------------------------------------
                                    1996      1995      1994     1993     1992
                                    ----      ----      ----     ----     ----
<S>                               <C>        <C>      <C>      <C>      <C> 
Income before taxes and 
cumulative effect of change in 
accounting principle               $24,519   $20,402  $18,143  $14,116  $11,161

Minority interest in income of
subsidiary with fixed charges           --        --       93      252      165
                                   -------   -------  -------  -------  ------- 
                                    24,519    20,402   18,236   14,368   11,326
                                   -------   -------  -------  -------  -------
Fixed Charges:
Interest expense, excluding
  interest on deposits                 467       283       58      255      874

Appropriate portion (1/3) of
rentals                                145        44       59       98       95
                                   -------   -------  -------  -------  -------

Fixed charges before preferred
dividend requirements and
excluding interest on deposits         612       327      117      353      969
                                   -------   -------  -------  -------  -------

Earnings before income taxes and
fixed charges, excluding interest 
on deposits                         25,131    20,729   18,353   14,721   12,295

Interest on deposits                33,592    30,167   20,780   17,298   19,615
                                   -------   -------  -------  -------  -------

Earnings before income taxes and 
fixed charges, including interest 
on deposits                        $58,723   $50,896  $39,133  $32,019  $31,910
                                   =======   =======  =======  =======  =======

Preferred dividend requirements    $     -   $     -  $    55  $   386  $   908

Ratio of pretax income to net
income                                1.63      1.59     1.56     1.39     1.25
                                      ----      ----     ----     ----     ----

Preferred dividend factor                -         -       86      537    1,135

Fixed charges before preferred 
dividend requirements                  612       327      117      353      969
                                   -------   -------  -------  -------  -------

Total fixed charges and preferred
dividend requirements, excluding
interest on deposits                   612       327      203      890    2,104

Interest on deposits                33,592    30,167   20,780   17,298   19,615
                                   -------   -------  -------  -------  -------

Total fixed charges and preferred 
dividend requirements, including 
interest on deposits               $34,204   $30,494  $20,983  $18,188  $21,719
                                   =======   =======  =======  =======  =======

Ratio of earnings to combined
fixed charges and dividends,
excluding interest on deposits       41.06     63.39    90.50    16.55     5.84
                                     =====     =====    =====    =====     ====

Ratio of earnings to combined
fixed charges and dividends,
including interest on deposits        1.72      1.67     1.87     1.76     1.47
                                      ====      ====     ====     ====     ====
</TABLE> 


<PAGE>
 
                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this registration statement on
Form S-4 (File No. 333-____________) of our report dated March 28, 1997, on our
audit of the consolidated financial statements of BancFirst Corporation as of
December 31, 1996 and for the year then ended, which report is included in the
Annual Report on Form 10-K. We also consent to the reference to our firm under
the caption "Experts."



                                    COOPERS & LYBRAND L.L.P.


Oklahoma City, OK
April 14, 1997

<PAGE>
 
                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-4 of BancFirst
Corporation of our report dated March 27, 1996 appearing on page A-15 of
BancFirst Corporation's Annual Report on Form 10-K for the year ended December
31, 1996. We also consent to the reference to us under the heading "Experts" in
such Prospectus.



PRICE  WATERHOUSE  LLP
Dallas, Texas
April 14, 1997

<PAGE>
 
                                                                    EXHIBIT 25.1

                                   FORM T-1

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           STATEMENT OF ELIGIBILITY
                  UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                   CORPORATION DESIGNATED TO ACT AS TRUSTEE

                     CHECK IF AN APPLICATION TO DETERMINE
                     ELIGIBILITY OF A TRUSTEE PURSUANT TO
                       SECTION 305(b)(2)           |__|


                               ________________

                             THE BANK OF NEW YORK
              (Exact name of trustee as specified in its charter)


New York                                                    13-5160382
(State of incorporation                                     (I.R.S. employer
if not a U.S. national bank)                                identification no.)

101 Barclay, Floor 21 West, New York, N.Y.                  10286
(Address of principal executive offices)                    (Zip code)

                               ________________

                              BFC CAPITAL TRUST I
              (Exact name of obligor as specified in its charter)

Delaware                                                    _____________
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

101 N. Broadway, Suite 200
Oklahoma City, Oklahoma                                     73102-8401
(Address of principal executive offices)                    (Zip code)

                               ________________

                      9.65% Capital Securities, Series B

                      (Title of the Indenture Securities)

<PAGE>
 
================================================================================

1.   GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(A)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS
     SUBJECT.

- --------------------------------------------------------------------------------
          Name                                                     Address
- --------------------------------------------------------------------------------
  Superintendent of Banks of the State of            2 Rector Street, New York,
  New York                                           N.Y. 10006, and Albany, 
                                                     N.Y. 12203

  Federal Reserve Bank of New York                   33 Liberty Plaza, New York,
                                                     N.Y. 10045

  Federal Deposit Insurance Corporation              Washington, D.C. 20429

  New York Clearing House Association                New York, New York

(B)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.  (See Note on page 3.)

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7A-
     29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND RULE 24 OF THE
     COMMISSION'S RULES OF PRACTICE.

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration 

                                       2
<PAGE>
 
          Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
          Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed
          with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-
          44051.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.


                                     NOTE

     Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.

     Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

                                   SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the ____ day of April, 1997.


                              THE BANK OF NEW YORK


                              By:
                                 -------------------------------
                                 Name:  REMO J. REALE
                                 Title: ASSISTANT VICE PRESIDENT


     THIS CONFORMING PAPER  FORMAT DOCUMENT IS BEING  SUBMITTED PURSUANT TO RULE
901(d) OF REGULATION S-T.

                                       3

<PAGE>
 
                                                                    EXHIBIT 25.2
 
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                        SECTION 305(b)(2)           [__]

                             _____________________

                              THE BANK OF NEW YORK
              (Exact name of trustee as specified in its charter)


New York                                                   13-5160382
(State of incorporation                                    (I.R.S. employer
if not a U.S. national bank)                               identification no.)

101 Barclay, Floor 21 West, New York, N.Y.                 10286
(Address of principal executive offices)                   (Zip code)

                             _____________________

                             BANCFIRST CORPORATION
              (Exact name of obligor as specified in its charter)

Oklahoma                                                   73-1221379
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

101 N. Broadway, Suite 200
Oklahoma City, Oklahoma                                    73102-8401
(Address of principal executive offices)                   (Zip code)

                             _____________________

                Guarantee of 9.65% Capital Securities, Series B,
                                       of
                              BFC Capital Trust I
                      (Title of the indenture securities)

<PAGE>
 
================================================================================

1.   GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(A)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS
     SUBJECT.
- --------------------------------------------------------------------------------
            Name                                    Address
- --------------------------------------------------------------------------------
     Superintendent of Banks of the                 2 Rector Street, New York,
     State of New York                              N.Y.  10006, and
                                                    Albany, N.Y. 12203

     Federal Reserve Bank of New York               33 Liberty Plaza, New York,
                                                    N.Y. 10045

     Federal Deposit Insurance Corporation          Washington, D.C. 20429

     New York Clearing House Association            New York, New York

(B)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.  (See Note on page 3.)

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7A-
     29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND RULE 24 OF THE
     COMMISSION'S RULES OF PRACTICE.

 1.  A copy of the Organization Certificate of The Bank of New York (formerly
     Irving Trust Company) as now in effect, which contains the authority to
     commence business and a grant of powers to exercise corporate trust powers.
     (Exhibit 1 to Amendment

                                       2
<PAGE>
 
     No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits
     1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and
     Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)


 4.  A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1
     filed with Registration Statement No. 33-31019.)

 6.  The consent of the Trustee required by Section 321(b) of the Act.
     (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

 7.  A copy of the latest report of condition of the Trustee published
     pursuant to law or to the requirements of its supervising or examining
     authority.

                                      NOTE

     Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.

     Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

                                   SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the _____ day of April, 1997.


                              THE BANK OF NEW YORK

                              By:
                                 -------------------------------
                                 Name:  REMO J. REALE
                                 Title: ASSISTANT VICE PRESIDENT

     THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE
901(d) OF REGULATION S-T

                                       3

<PAGE>
 
                                                                    EXHIBIT 25.3

                                   FORM T-1

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           STATEMENT OF ELIGIBILITY
                  UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                   CORPORATION DESIGNATED TO ACT AS TRUSTEE

                     CHECK IF AN APPLICATION TO DETERMINE
                     ELIGIBILITY OF A TRUSTEE PURSUANT TO
                       SECTION 305(b)(2)           [__]

                                _______________

                             THE BANK OF NEW YORK
              (Exact name of trustee as specified in its charter)

New York                                                13-5160382
(State of incorporation                                 (I.R.S. employer
if not a U.S. national bank)                            identification no.)

101 Barclay, Floor 21 West, New York, N.Y.              10286
(Address of principal executive offices)                (Zip code)

                                _______________

                             BANCFIRST CORPORATION
              (Exact name of obligor as specified in its charter)

Oklahoma                                                73-1221379
(State or other jurisdiction of                         (I.R.S. employer
incorporation or organization)                          identification no.)

101 N. Broadway, Suite 200
Oklahoma City, Oklahoma                                 73102-8401
(Address of principal executive offices)                (Zip code)

                                _______________

                      9.65% Series B Junior Subordinated
                        Deferrable Interest Debentures
                      (Title of the indenture securities)

================================================================================
<PAGE>
 
1.   GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(A)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS
     SUBJECT.

- --------------------------------------------------------------------------------
                  Name                                       Address
- --------------------------------------------------------------------------------
  Superintendent of Banks of the State of        2 Rector Street,New York 
  New York,                                      N.Y. 10006, and Albany, N.Y.
                                                 12203

  Federal Reserve Bank of New York               33 Liberty Plaza, New York,
                                                 N.Y. 10045

  Federal Deposit Insurance Corporation          Washington, D.C. 20429

  New York Clearing House Association            New York, New York

(B)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.  (See Note on page 3.)

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7A-
     29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND RULE 24 OF THE
     COMMISSION'S RULES OF PRACTICE.

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)
<PAGE>
 
     4.   A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-
          44051.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.


                                     NOTE

     Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.

     Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

                                   SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the ____ day of April, 1997.


                              THE BANK OF NEW YORK


                              By:
                                  -------------------------------
                                  Name: REMO J. REALE
                                  Title: ASSISTANT VICE PRESIDENT


     THIS CONFORMING PAPER  FORMAT DOCUMENT IS BEING  SUBMITTED PURSUANT TO RULE
901(d) OF REGULATION S-T.

<PAGE>
 
                                                        EXHIBIT 99.1

                             LETTER OF TRANSMITTAL
                              BFC CAPITAL TRUST I

                             OFFER TO EXCHANGE ITS
                       9.65% CAPITAL SECURITIES, SERIES B
                (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                       FOR ANY AND ALL OF ITS OUTSTANDING
                       9.65% CAPITAL SECURITIES, SERIES A
                (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
              UNCONDITIONALLY GUARANTEED, AS DESCRIBED HEREIN, BY

                             BANCFIRST CORPORATION

         PURSUANT TO THE PROSPECTUS DATED                       , 1997



THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON                     , 1997, UNLESS THE OFFER IS EXTENDED.  TENDERS MAY
BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                 The Exchange Agent For The Exchange Offer Is:
                              The Bank Of New York

<TABLE>
- --------------------------------------------------------------------------------------------------------------
<S>                                       <C>                           <C>
BY HAND OR OVERNIGHT DELIVERY:              FACSIMILE TRANSMISSIONS:       BY REGISTERED OR CERTIFIED MAIL:
- --------------------------------------    (Eligible Institutions Only)   -------------------------------------
The Bank of New York                                    (212) 571-3080                    The Bank of New York
101 Barclay Street                                                              101 Barclay Street, 7E
Corporate Trust Services Window               CONFIRM BY TELEPHONE             New York, New York 10286
Ground Level                                OR FOR INFORMATION CALL:    Attention:  Reorganization Department,
New York, New York 10286                                (212) 815-4997              George Johnson
Attention:  Reorganization Department,
George Johnson
- --------------------------------------------------------------------------------------------------------------
</TABLE>


     Delivery of this letter of transmittal to an address other than as set
forth above or transmission of this letter of transmittal via facsimile to a
number other than as set forth above does not constitute a valid delivery.

     THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.

     Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).

     This Letter of Transmittal is to be completed by holders of Old Capital
Securities (as defined below) either if Old Capital Securities are to be
forwarded herewith or if tenders of Old Capital Securities are to be made by
book-entry transfer to an account maintained by The Bank of New York (the
"Exchange Agent") at The Depository Trust Company ("DTC") pursuant to the
procedures set forth in "The Exchange Offer--Procedures for Tendering Old
Capital Securities" in the Prospectus.
<PAGE>
 
     Holders of Old Capital Securities whose certificates (the "Certificates")
for such Old Capital Securities are not immediately available or who cannot
deliver their Certificates and all other required documents to the Exchange
Agent on or prior to the Expiration Date (as defined in the Prospectus) or who
cannot complete the procedures for book-entry transfer on a timely basis, must
tender their Old Capital Securities according to the guaranteed delivery
procedures set forth in "The Exchange Offer--Procedures for Tendering Old
Capital Securities" in the Prospectus.

     DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

ALL TENDERING HOLDERS COMPLETE THIS BOX:

<TABLE>
<CAPTION>
=========================================================================================================== 
                              DESCRIPTION OF OLD CAPITAL SECURITIES TENDERED
- -----------------------------------------------------------------------------------------------------------
 If blank, please print name and                       Old Capital Securities tendered
 address of registered holder.                      (Attach additional list if necessary)
 
- -----------------------------------------------------------------------------------------------------------
                                 CERTIFICATE   AGGREGATE PRINCIPAL AMOUNT   PRINCIPAL AMOUNT OF OLD CAPITAL
                                 NUMBER(S)*    OF OLD CAPITAL SECURITIES    SECURITIES (IF LESS THAN ALL)**
<S>                              <C>           <C>                          <C>           
========================================================================================================== 

__________________________________________________________________________________________________________ 

__________________________________________________________________________________________________________ 

__________________________________________________________________________________________________________

__________________________________________________________________________________________________________

========================================================================================================== 
TOTAL AMOUNT TENDERED:
==========================================================================================================
</TABLE>

*    Need not be completed by book-entry holders.
**   Old Capital Securities may be tendered in whole or in part in denominations
of $100,000 and integral multiples of $1,000 in excess thereof, provided that if
any Old Capital Securities are tendered for exchange in part, the untendered
principal amount thereof must be $100,000 or any integral multiple of $1,000 in
excess thereof.  All Old Capital Securities held shall be deemed tendered unless
a lesser number is specified in this column.  See Instruction 4.


         (BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

[ ]  CHECK HERE IF TENDERED OLD CAPITAL SECURITIES ARE BEING DELIVERED BY BOOK-
     ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH
     DTC AND COMPLETE THE FOLLOWING:

     Name of Tendering Institution_____________________________________________

     DTC Account Number________________________________________________________

     Transaction Code Number___________________________________________________

                                       2
<PAGE>
 
[ ]  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
     TENDERED OLD CAPITAL  SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE
     OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
     THE FOLLOWING:

     Name of Registered Holder(s)______________________________________________ 

     Window Ticket Number (if any)_____________________________________________

     Date of Execution of Notice of Guaranteed Delivery________________________

     Name of Institution which Guaranteed Delivery_____________________________


     If Guaranteed Delivery is to be made By Book-Entry Transfer:

          Name of Tendering Institution________________________________________

          DTC Account Number___________________________________________________

          Transaction Code Number______________________________________________

[ ]  CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD CAPITAL
     SECURITIES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER  SET
     FORTH ABOVE.

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD CAPITAL
     SECURITIES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER
     TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10
     ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
     SUPPLEMENTS THERETO.

     Name:_____________________________________________________________________

     Address:__________________________________________________________________


Ladies and Gentlemen:

     The undersigned hereby tenders to BFC Capital Trust I, a trust formed under
the laws of the State of Delaware (the "Trust") and BancFirst Corporation, an
Oklahoma corporation (the "Company"), the above described aggregate Liquidation
Amount of the Trust's 9.65% Capital Securities, Series A (the "Old Capital
Securities") in exchange for a like aggregate Liquidation Amount of the Trust's
9.65% Capital Securities, Series B (the "New Capital Securities") which have
been registered under the Securities Act of 1933 (the "Securities Act"), upon
the terms and subject to the conditions set forth in the Prospectus dated
, 1997 (as the same may be amended or supplemented from time to time, the
"Prospectus"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, together with the Prospectus, constitute the "Exchange
Offer").

     Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Capital Securities tendered herewith in accordance with the
terms and conditions of the Exchange Offer (including, if the Exchange Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, 

                                       3
<PAGE>
 
assigns and transfers to or upon the order of the Trust all right, title and
interest in and to such Old Capital Securities as are being tendered herewith.
The undersigned hereby irrevocably constitutes and appoints the Exchange Agent
as its agent and attorney-in-fact (with full knowledge that the Exchange Agent
is also acting as agent of the Company and the Trust in connection with the
Exchange Offer) with respect to the tendered Old Capital Securities, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest) subject only to the right of withdrawal
described in the Prospectus, to (i) deliver Certificates for Old Capital
Securities to the Company or the Trust together with all accompanying evidences
of transfer and authenticity to, or upon the order of, the Trust, upon receipt
by the Exchange Agent, as the undersigned's agent, of the New Capital Securities
to be issued in exchange for such Old Capital Securities, (ii) present
Certificates for such Old Capital Securities for transfer, and to transfer the
Old Capital Securities on the books of the Trust, and (iii) receive for the
account of the Trust all benefits and otherwise exercise all rights of
beneficial ownership of such Old Capital Securities, all in accordance with the
terms and conditions of the Exchange
Offer.

     THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD
CAPITAL SECURITIES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR
EXCHANGE, THE TRUST WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES,
AND THAT THE OLD CAPITAL SECURITIES TENDERED HEREBY ARE NOT SUBJECT TO ANY
ADVERSE CLAIMS OR PROXIES.  THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND
DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY, THE TRUST OR THE
EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT
AND TRANSFER OF THE OLD CAPITAL SECURITIES TENDERED HEREBY, AND THE UNDERSIGNED
WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT.  THE
UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.

     The name(s) and address(es) of the registered holder(s) of the Old Capital
Securities tendered hereby should be printed above, if they are not already set
forth above, as they appear on the Certificates representing such Old Capital
Securities.  The Certificate number(s) and the Old Capital Securities that the
undersigned wishes to tender should be indicated in the appropriate boxes above.

     If any tendered Old Capital Securities are not exchanged pursuant to the
Exchange Offer for any reason, or if Certificates are submitted for more Old
Capital Securities than are tendered or accepted for exchange, Certificates for
such nonexchanged or nontendered Old Capital Securities will be returned (or, in
the case of Old Capital Securities tendered by book-entry transfer, such Old
Capital Securities will be credited to an account maintained at DTC), without
expense to the tendering holder, promptly following the expiration or
termination of the Exchange Offer.

     The undersigned understands that tenders of Old Capital Securities pursuant
to any one of the procedures described in "The Exchange Offer--Procedures for
Tendering Old Capital Securities" in the Prospectus and in the instructions
attached hereto will, upon the Company's and the Trust's acceptance for exchange
of such tendered Old Capital Securities, constitute a binding agreement between
the undersigned, the Company and the Trust upon the terms and subject to the
conditions of the Exchange Offer.  The undersigned recognizes that, under
certain circumstances set forth in the Prospectus, the Company and the Trust may
not be required to accept for exchange any of the Old Capital Securities
tendered hereby.

     Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Capital
Securities be issued in the name(s) of the undersigned or, in the case of a
book-entry transfer of Old Capital Securities, that such New Capital Securities
be credited to the account indicated above maintained at DTC.  If applicable,
substitute Certificates representing Old Capital Securities not exchanged or not
accepted for exchange will be issued to the undersigned or, in the case of a
book-entry transfer of Old Capital Securities, will be credited to the account
indicated above maintained at DTC.  Similarly, unless otherwise indicated under
"Special Delivery Instructions," please deliver New Capital Securities to the
undersigned at the address shown below the undersigned's signature.

                                       4
<PAGE>
 
     BY TENDERING OLD CAPITAL SECURITIES AND EXECUTING THIS LETTER OF
TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE
UNDERSIGNED IS NOT AN "AFFILIATE" OF THE COMPANY OR THE TRUST, (II) ANY NEW
CAPITAL SECURITIES TO BE RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE
ORDINARY COURSE OF ITS BUSINESS, (III) THE UNDERSIGNED HAS NO ARRANGEMENT OR
UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE
MEANING OF THE SECURITIES ACT) OF NEW CAPITAL SECURITIES TO BE RECEIVED IN THE
EXCHANGE OFFER, AND (IV) IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE
UNDERSIGNED IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION
(WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH NEW CAPITAL SECURITIES.  BY
TENDERING OLD CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING
THIS LETTER OF TRANSMITTAL, A HOLDER OF OLD CAPITAL SECURITIES WHICH IS A
BROKER-DEALER REPRESENTS AND AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE
LETTERS ISSUED BY THE STAFF OF THE DIVISION OF COMPANY FINANCE OF THE SECURITIES
AND EXCHANGE COMMISSION TO THIRD PARTIES, THAT (A) SUCH OLD CAPITAL SECURITIES
HELD BY THE BROKER-DEALER ARE HELD ONLY AS A NOMINEE, OR (B) SUCH OLD CAPITAL
SECURITIES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT
OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER THE
PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME) MEETING THE
REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH NEW
CAPITAL SECURITIES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A
PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN
"UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).

     THE COMPANY AND THE TRUST HAVE AGREED THAT, SUBJECT TO THE PROVISIONS OF
THE REGISTRATION RIGHTS AGREEMENT, THE PROSPECTUS, AS IT MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A PARTICIPATING BROKER-DEALER (AS
DEFINED BELOW) IN CONNECTION WITH RESALES OF NEW CAPITAL SECURITIES RECEIVED IN
EXCHANGE FOR OLD CAPITAL SECURITIES, WHERE SUCH OLD CAPITAL SECURITIES WERE
ACQUIRED BY SUCH PARTICIPATING BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF
MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING 90
DAYS AFTER THE EXPIRATION DATE (SUBJECT TO EXTENSION UNDER CERTAIN LIMITED
CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS) OR, IF EARLIER, WHEN ALL SUCH NEW
CAPITAL SECURITIES HAVE BEEN DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER.
IN THAT REGARD, EACH BROKER-DEALER WHO ACQUIRED OLD CAPITAL SECURITIES FOR ITS
OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH OLD CAPITAL SECURITIES AND
EXECUTING THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM
THE COMPANY OR THE TRUST OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY
FACT WHICH MAKES ANY STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE
PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT
TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR
INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING OR OF THE OCCURRENCE OF CERTAIN OTHER EVENTS
SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING BROKER-DEALER
WILL SUSPEND THE SALE OF NEW CAPITAL SECURITIES PURSUANT TO THE PROSPECTUS UNTIL
THE COMPANY AND THE TRUST HAVE AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT
SUCH MISSTATEMENT OR OMISSION AND HAVE FURNISHED COPIES OF THE AMENDED OR
SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR THE COMPANY OR THE
TRUST HAS GIVEN NOTICE THAT THE SALE OF THE NEW CAPITAL SECURITIES MAY BE
RESUMED, AS THE CASE MAY BE.  IF THE COMPANY OR THE TRUST GIVES SUCH NOTICE TO
SUSPEND THE SALE OF THE NEW CAPITAL SECURITIES, THEY SHALL EXTEND THE 90-DAY
PERIOD REFERRED TO ABOVE DURING WHICH PARTICIPATING BROKER-DEALERS ARE ENTITLED
TO USE THE PROSPECTUS IN CONNECTION WITH THE RESALE OF NEW CAPITAL SECURITIES BY
THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING
OF SUCH NOTICE TO AND INCLUDING THE DATE WHEN PARTICIPATING BROKER-DEALERS SHALL
HAVE RECEIVED COPIES 

                                       5
<PAGE>
 
OF THE SUPPLEMENTED OR AMENDED PROSPECTUS NECESSARY TO PERMIT RESALES OF THE NEW
CAPITAL SECURITIES OR TO AND INCLUDING THE DATE ON WHICH THE COMPANY OR THE
TRUST HAS GIVEN NOTICE THAT THE SALE OF NEW CAPITAL SECURITIES MAY BE RESUMED,
AS THE CASE MAY BE.

     AS A RESULT, A PARTICIPATING BROKER-DEALER WHO INTENDS TO USE THE
PROSPECTUS IN CONNECTION WITH RESALES OF NEW CAPITAL SECURITIES RECEIVED IN
EXCHANGE FOR OLD CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER MUST NOTIFY
THE COMPANY AND THE TRUST, OR CAUSE THE COMPANY AND THE TRUST TO BE NOTIFIED, ON
OR PRIOR TO THE EXPIRATION DATE, THAT IT IS A PARTICIPATING BROKER-DEALER.  SUCH
NOTICE MAY BE GIVEN IN THE SPACE PROVIDED ABOVE OR MAY BE DELIVERED TO THE
EXCHANGE AGENT AT THE ADDRESS SET FORTH IN THE PROSPECTUS UNDER "THE EXCHANGE
OFFER--EXCHANGE AGENT."

     Holders of Old Capital Securities whose Old Capital Securities are accepted
for exchange will not receive Distributions on such Old Capital Securities and
the undersigned waives the right to receive any Distributions on such Old
Capital Securities accumulated from and including February 4, 1997.
Accordingly, holders of New Capital Securities as of the record date for the
payment of Distributions on July 15, 1997 will be entitled to Distributions
accumulated from and including February 4, 1997.


     The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company or the Trust to be necessary or desirable to
complete the sale, assignment and transfer of the Old Capital Securities
tendered hereby.  All authority herein conferred or agreed to be conferred in
this Letter of Transmittal shall survive the death or incapacity of the
undersigned and any obligation of the undersigned hereunder shall be binding
upon the heirs, executors, administrators, personal representatives, trustees in
bankruptcy, legal representatives, successors and assigns of the undersigned.
Except as stated in the Prospectus, this tender is irrevocable.

     THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD CAPITAL
SECURITIES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
OLD CAPITAL SECURITIES AS SET FORTH IN SUCH BOX.

________________________________________________________________________________

                              HOLDER(S) SIGN HERE
                         (SEE INSTRUCTIONS 2, 5 AND 6)
                (PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 11)
      (NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)

     Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Old Capital Securities hereby tendered or on the register
of holders maintained by the Trust, or by any person(s) authorized to become the
registered holder(s) by endorsements and documents transmitted herewith
(including such opinions of counsel, certifications and other information as may
be required by the Trust or the Trustee for the Old Capital Securities to comply
with the restrictions on transfer applicable to the Old Capital Securities).  If
signature is by an attorney-in-fact, executor, administrator, trustee, guardian,
officer of a corporation or another acting in a fiduciary capacity or
representative capacity, please set forth the signer's full title.  See
Instruction 5.

_______________________________________________________________________________

_______________________________________________________________________________
     (SIGNATURE(S) OF HOLDER(S))

Date:__________________________________________, 1997

Name(s) ________________________________________________________________________

                                       6
<PAGE>
 
_______________________________________________________________________________
     (PLEASE PRINT)


Capacity (full title)__________________________________________________________

Address________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
                          (INCLUDE ZIP CODE)

Area Code and Telephone Number__________________________________________________

______________________________________________________________________________
            (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))



                           GUARANTEE OF SIGNATURE(S)
                           (SEE INSTRUCTIONS 2 AND 5)

________________________________________________________________________________
                             (AUTHORIZED SIGNATURE)

Date:__________________________________________, 1997

Name of Firm ________________________________________________

Capacity (full title) _______________________________________
                                   (PLEASE PRINT)

Address______________________________________________________

_____________________________________________________________

_____________________________________________________________
                    (INCLUDE ZIP CODE)

Area Code and Telephone Number_______________________________

________________________________________________________________________________


                         SPECIAL ISSUANCE INSTRUCTIONS
                         (SEE INSTRUCTIONS 1, 5 AND 6)

                                       7
<PAGE>
 
To be completed ONLY if New Capital Securities or Old Capital Securities not
tendered are to be issued in the name of someone other than the registered
holder of the Old Capital Securities whose name(s) appear(s) above.

Issue

[  ]      Old Capital Securities not tendered to:
[  ]      New Capital Securities to:


Name(s)________________________________________________________

Address________________________________________________________

_______________________________________________________________
          (INCLUDE ZIP CODE)

Area Code and Telephone Number ________________________________

________________________________________________________________________________



                         SPECIAL DELIVERY INSTRUCTIONS
                         (SEE INSTRUCTIONS 1, 5 AND 6)

To be completed ONLY if New Capital Securities or Old Capital Securities not
tendered are to be sent to someone other than the registered holder of the Old
Capital Securities whose name(s) appear(s) above, or such registered holder(s)
at an address other than that shown above.

Mail
[  ]      Old Capital Securities not tendered to:
[  ]      New Capital Securities to:

Name(s)_______________________________________________________

Address_______________________________________________________

______________________________________________________________
          (INCLUDE ZIP CODE)

Area Code and
Telephone Number______________________________________________

                                       8
<PAGE>
 
                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

     1.   DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES.  This Letter of Transmittal is to be completed either if
(a) Certificates are to be forwarded herewith or (b) tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in "The
Exchange Offer--Procedures for Tendering Old Capital Securities" in the
Prospectus.  Certificates, or timely confirmation of a book-entry  transfer of
such Old Capital Securities into the Exchange Agent's account at DTC, as well as
this Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth herein on or prior to the Expiration Date.  Old Capital
Securities may be tendered in whole or in part in the principal amount of
$100,000 (100 Capital Securities) and integral multiples of $1,000 in excess
thereof, provided that, if any Old Capital Securities are tendered for exchange
in part, the untendered principal amount thereof must be $100,000 (100 Capital
Securities) or any integral multiple of $1,000 in excess thereof.

     Holders who wish to tender their Old Capital Securities and (i) whose Old
Capital Securities are not immediately available or (ii) who cannot deliver
their Old Capital Securities, this Letter of Transmittal and all other required
documents to the Exchange Agent on or prior to the Expiration Date or (iii) who
cannot complete the procedures for delivery by book-entry transfer on a timely
basis, may tender their Old Capital Securities by properly completing and duly
executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer--Procedures for Tendering Old
Capital Securities" in the Prospectus.  Pursuant to such procedures: (i) such
tender must be made by or through an Eligible Institution (as defined below);
(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by the Trust, must be received by the
Exchange Agent on or prior to the Expiration Date; and (iii) the Certificates
(or a book-entry confirmation (as defined in this Prospectus)) representing all
tendered Old Capital Securities, in proper form for transfer, together with a
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within three New York Stock Exchange, Inc. trading days after the date of
execution of such Notice of Guaranteed Delivery, all as provided in "The
Exchange Offer--Procedures for Tendering Old Capital Securities" in the
Prospectus.

     The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice.  For Old Capital
Securities to be properly tendered pursuant to the guaranteed delivery
procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or
prior to the Expiration Date.  As used herein and in the Prospectus, "Eligible
Institution" means a firm or other entity identified in Rule 17Ad-15 under the
Exchange Act as "an eligible guarantor institution," including (as such terms
are defined therein) (i) a bank; (ii) a broker, dealer, municipal securities
broker or dealer or government securities broker or dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association.

     THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT.  IF DELIVERY IS BY MAIL, REGISTERED MAIL  WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED.  IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

     Neither the Company nor the Trust will accept any alternative, conditional
or contingent tenders.  Each tendering holder, by execution of a Letter of
Transmittal (or facsimile thereof), waives any right to receive any notice of
the acceptance of such tender.

                                       9
<PAGE>
 
     2.   GUARANTEE OF SIGNATURES.  No signature guarantee on this Letter of
Transmittal is required if:

          (i)  this Letter of Transmittal is signed by the registered holder
               (which term, for purposes of this document, shall include any
               participant in DTC whose name appears on a security position
               listing as the owner of the Old Capital Securities) of Old
               Capital Securities  tendered herewith, unless such holder(s) has
               completed either the box entitled "Special Issuance Instructions"
               or the box entitled "Special Delivery  Instructions" above, or

          (ii) such Old Capital Securities are tendered for the account of a
               firm that is an Eligible Institution.

     In all other cases, an Eligible Institution must guarantee the signature(s)
on this Letter of Transmittal.  See Instruction 5.

     3.   INADEQUATE SPACE.  If the space provided in the box captioned
"Description of Old Capital Securities" is inadequate, the Certificate number(s)
and/or the principal amount of Old Capital Securities and any other required
information should be listed on a separate signed schedule which is attached to
this Letter of Transmittal.

     4.   PARTIAL TENDERS AND WITHDRAWAL RIGHTS.  Tenders of Old Capital
Securities will be accepted only in the principal amount of $100,000 (100
Capital Securities) and integral multiples of $1,000 in excess thereof, provided
that if any Old Capital Securities are tendered for exchange in part, the
untendered principal amount thereof must be $100,000 (100 Capital Securities) or
any integral multiple of $1,000 in excess thereof.  If less than all the Old
Capital Securities evidenced by any Certificate submitted are to be tendered,
fill in the principal amount of Old Capital Securities which are to be tendered
in the box entitled "Principal Amount of Old Capital Securities Tendered." In
such case, new Certificate(s) for the remainder of the Old Capital Securities
that were evidenced by your old Certificate(s) will only be sent to the holder
of the Old Capital Security, promptly after the Expiration Date.  All Old
Capital Securities represented by Certificates delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated.

     Except as otherwise provided herein, tenders of Old Capital Securities may
be withdrawn at any time on or prior to the Expiration Date.  In order for a
withdrawal to be effective on or prior to that time, a written, telegraphic,
telex or facsimile transmission of such notice of withdrawal must be timely
received by the Exchange Agent at one of its addresses set forth above or in the
Prospectus on or prior to the Expiration Date.  Any such notice of withdrawal
must specify the name of the person who tendered the Old Capital Securities to
be withdrawn, the aggregate principal amount of Old Capital Securities to be
withdrawn, and (if Certificates for Old Capital Securities have been tendered)
the name of  the registered holder of the Old Capital Securities as set forth on
the Certificate for the Old Capital Securities, if different from that of the
person who tendered such Old Capital Securities.  If Certificates for the Old
Capital Securities have been delivered or otherwise identified to the Exchange
Agent, then prior to the physical release of such Certificates for the Old
Capital Securities, the tendering holder must submit the serial numbers shown on
the particular Certificates for the Old Capital Securities to be withdrawn and
the signature on the notice of withdrawal must be guaranteed by an Eligible
Institution, except in the case of Old Capital Securities tendered for the
account of an Eligible Institution.  If Old Capital Securities have been
tendered pursuant to the procedures for book-entry transfer set forth in the
Prospectus under "The Exchange Offer--Procedures for Tendering Old Capital
Securities," the notice of withdrawal must specify the name and number of the
account at DTC to be credited with the withdrawal of Old Capital Securities, in
which case a notice of withdrawal will be effective if delivered to the Exchange
Agent by written, telegraphic, telex or facsimile transmission. Withdrawals of
tenders of Old Capital Securities may not be rescinded.  Old Capital Securities
properly withdrawn will not be deemed validly tendered for purposes of the
Exchange Offer, but may be retendered at any subsequent time on or prior to the
Expiration Date by following any of the procedures described in the Prospectus
under "The Exchange Offer--Procedures for Tendering Old Capital Securities."

     All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will 

                                      10
<PAGE>
 
be determined by the Company and the Trust, in their sole discretion, whose
determination shall be final and binding on all parties. Neither the Company,
the Trust, any affiliates or assigns of the Company or the Trust, the Exchange
Agent nor any other person shall be under any duty to give any notification of
any irregularities in any notice of withdrawal or incur any liability for
failure to give any such notification. Any Old Capital Securities which have
been tendered but which are withdrawn will be returned to the holder thereof
without cost to such holder promptly after withdrawal.

     5.   SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.  If
this Letter of Transmittal is signed by the registered holder(s) of the Old
Capital Securities tendered hereby, the signature(s) must correspond exactly
with the name(s) as written on the face of the Certificate(s) without
alteration, enlargement or any change whatsoever.

     If any of the Old Capital Securities tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.

     If any tendered Old Capital Securities are registered in different name(s)
on several Certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of Certificates.

     If this Letter of Transmittal or any Certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and must submit proper evidence
satisfactory to the Company and the Trust, in their sole discretion, of each
such person's authority so to act.

     When this Letter of Transmittal is signed by the registered owner(s) of the
Old Capital Securities listed and transmitted hereby, no endorsement(s) of
Certificate(s) or separate bond power(s) are required unless New Capital
Securities are to be issued in the name of a person other than the registered
holder(s).  Signature(s) on such Certificate(s) or bond power(s) must be
guaranteed by an Eligible Institution.

     If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Old Capital Securities listed, the Certificates must
be endorsed or accompanied by appropriate bond powers, signed exactly as the
name or names of the registered owner(s) appear(s) on the Certificates, and also
must be accompanied by such opinions of counsel, certifications and other
information as the Company, the Trust or the Trustee for the Old Capital
Securities may require in accordance with the restrictions on transfer
applicable to the Old Capital Securities.  Signatures on such Certificates or
bond powers must be guaranteed by an Eligible Institution.

     6.   SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.  If New Capital Securities
are to be issued in the name of a person other than the signer of this Letter of
Transmittal, or if New Capital Securities are to be sent to someone other than
the signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Old Capital Securities not exchanged will be returned by mail
or, if tendered by book-entry transfer, by crediting the account indicated above
maintained at DTC.  See Instruction 4.

     7.   IRREGULARITIES.  The Company and the Trust will determine, in their
sole discretion, all questions as to the form of documents, validity,
eligibility (including time of receipt) and acceptance for exchange of any
tender of Old Capital Securities, which determination shall be final and binding
on all parties.  The Company and the Trust reserve the absolute right to reject
any and all tenders determined by either of them not to be in proper form or the
acceptance of which, or exchange for which, may, in the view of counsel to the
Company and the Trust be unlawful.  The Company and the Trust also reserve the
absolute right, subject to applicable law, to waive any of the conditions of the
Exchange Offer set forth in the Prospectus under "The Exchange Offer--Conditions
to the Exchange Offer" or any conditions or irregularity in any tender of Old
Capital Securities of any particular holder whether or not similar conditions or
irregularities are waived in the case of other holders.  The Company's and the
Trust's interpretation of the terms and conditions of the Exchange Offer
(including this Letter of Transmittal and the instructions hereto) will be final
and binding.  No tender of Old Capital Securities will be deemed to have been
validity made until all irregularities with 

                                      11
<PAGE>
 
respect to such tender have been cured or waived. The Company, the Trust, any
affiliates or assigns of the Company, the Trust, the Exchange Agent, or any
other person shall not be under any duty to give notification of any
irregularities in tenders or incur any liability for failure to give such
notification.


     8.   QUESTIONS, REQUESTS FOR THE ASSISTANCE AND ADDITIONAL COPIES.
Questions and requests for assistance may be directed to the Exchange Agent at
its address and telephone number set forth on the front of this Letter of
Transmittal.  Additional copies of the Prospectus, the Notice of Guaranteed
Delivery and the Letter of Transmittal may be obtained from the Exchange Agent
or from your broker, dealer, commercial bank, trust company or other nominee.

     9.   31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9.  Under U.S. Federal
income tax law, a holder whose tendered Old Capital Securities are accepted for
exchange is required to provide the Exchange Agent with such holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 below.  If the
Exchange Agent is not provided with the correct TIN, the Internal Revenue
Service (the "IRS") may subject the holder or other payee to a $50 penalty.  In
addition, payments to such holders or other payees with respect to Old Capital
Securities exchanged pursuant to the Exchange Offer may be subject to 31% backup
withholding.

     The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future.  If the box in Part 2 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent.  The Exchange Agent will retain such amounts
withheld during the 60-day period following the date of the Substitute Form W-9.
If the holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60-day period
will be remitted to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within such 60-day period,
amounts withheld will be remitted to the IRS as backup withholding.  In
addition, 31% of all payments made thereafter will be withheld and remitted to
the IRS until a correct TIN is provided.

     The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Old Capital Securities or of the last transferee appearing on the transfers
attached to, or endorsed on, the Old Capital Securities.  If the Old Capital
Securities are registered in more than one name or are not in the name of the
actual owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.

     Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements.  Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the face
thereof, to avoid possible erroneous backup withholding.  A foreign person may
qualify as an exempt recipient by submitting a properly completed IRS Form W-8,
signed under penalties of perjury, attesting to that holder's exempt status.
Please consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
holders are exempt from backup withholding.

     Backup withholding is not an additional U.S. Federal income tax.  Rather,
the U.S. Federal income tax liability of a person subject to backup withholding
will be reduced by the amount of tax withheld.  If withholding results in an
overpayment of taxes, a refund may be obtained.

     10.  WAIVER OF CONDITIONS.  The Company and the Trust reserve the absolute
right to waive satisfaction of any or all conditions enumerated in the
Prospectus.

     11.  NO CONDITIONAL TENDERS.  No alternative, conditional or contingent
tenders will be accepted. 

                                      12
<PAGE>
 
All tendering holders of Old Capital Securities, by execution of this Letter of
Transmittal, shall waive any right to receive notice of the acceptance of Old
Capital Securities for exchange.

     Neither the Company, the Trust, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Old Capital Securities nor shall any of them incur any liability for
failure to give any such notice.

     12.  LOST, DESTROYED OR STOLEN CERTIFICATES.  If any Certificate(s)
representing Old Capital Securities have been lost, destroyed or stolen, the
holder should promptly notify the Exchange Agent.  The holder will then be
instructed as to the steps that must be taken in order to replace the
Certificate(s).  This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen
Certificate(s) have been followed.

     13.  SECURITY TRANSFER TAXES.  Holders who tender their Old Capital
Securities for exchange will not be obligated to pay any transfer taxes in
connection therewith.  If, however, New Capital Securities are to be delivered
to, or are to be issued in the name of, any person other than the registered
holder of the Old Capital Securities tendered, or if a transfer tax is imposed
for any reason other than the exchange of Old Capital Securities in connection
with the Exchange Offer, then the amount of any such transfer tax (whether
imposed on the registered holder or any other persons) will be payable by the
tendering holder.  If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with the Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder.

          IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF)
           AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
               EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

               TO BE COMPLETED BY ALL TENDERING SECURITY HOLDERS
                              (See Instruction 9)

                       PAYER'S NAME: THE BANK OF NEW YORK

<TABLE> 
- ---------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                                       <C>  
SUBSTITUTE             Part 1--PLEASE PROVIDE YOUR TIN ON THE                    TIN:
Form W-9               LINE AT RIGHT AND CERTIFY BY SIGNING 
                       AND DATING BELOW.                                         ---------------------- 
                                                                                 Social Security Number
                                                                                 or        Employer
                                                                                 Identification Number
 
- ---------------------------------------------------------------------------------------------------------------------------
Department of                                         PART 2--TIN Applied For     [ ]
the Treasury
Internal Revenue Service

- ---------------------------------------------------------------------------------------------------------------------------
Payer's Request for Taxpayer                          CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I
Identification Number ("TIN") and                     CERTIFY  THAT:
 Certification                                        (1)  the number shown on this form is my correct taxpayer
                                                           identification number (or I am waiting for a number to
                                                           be issued to me).
                                                      (2)  I am not subject to backup withholding either because (i) I am
                                                           exempt from backup withholding, (ii) I have not been notified by
                                                           the Internal Revenue Service ("IRS") that I am subject to backup
                                                           withholding as a result of a failure to report all interest or
                                                           dividends, or (iii) the IRS has notified me that I am no longer
                                                           subject to backup withholding, and
</TABLE> 

                                      13
<PAGE>
 
                      (3)  any other information provided on this form is true
                           and correct.
                              

                      Signature_____________________   Date_______________,1997.


________________________________________________________________________________
You must cross out item (iii) in Part (2) above if you have been notified by the
IRS that you are subject to backup withholding because of underreporting
interest or dividends on your tax return and you have not been notified by the
IRS that you are no longer subject to backup withholding.

________________________________________________________________________________

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE
EXCHANGE OFFER.  PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF
THE SUBSTITUTE FORM W-9

________________________________________________________________________________

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future.  I understand
that if I do not provide a taxpayer identification number by the time of
payment, 31% of all payments made to me on account of the New Capital Securities
shall be retained until I provide a taxpayer identification number to the
Exchange Agent and that, if I do not provide my taxpayer identification number
within 60 days, such retained amounts shall be remitted to the Internal Revenue
Service as backup withholding and 31% of all reportable payments made to me
thereafter will be withheld and remitted to the Internal Revenue Service until I
provide a taxpayer identification number.

Signature ________________________________  Date ____________________, 1997.

                                      14

<PAGE>
 
                                                                    EXHIBIT 99.2


                         NOTICE OF GUARANTEED DELIVERY
                                 FOR TENDER OF
                      9.65% CAPITAL SECURITIES, SERIES A
               (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
                                      OF
                              BFC CAPITAL TRUST I
                    FULLY AND UNCONDITIONALLY GUARANTEED BY
                             BANCFIRST CORPORATION

          This Notice of Guaranteed Delivery, or one substantially equivalent to
     this form, must be used to accept the Exchange Offer (as defined below) if
     (i) certificates for the Trust's (as defined below) 9.65% Capital
     Securities, Series A (the "Old Capital Securities") are not immediately
     available, (ii) Old Capital Securities, the Letter of Transmittal and all
     other required documents cannot be delivered to The Bank of New York (the
     "Exchange Agent") on or prior to the Expiration Date (as defined in the
     Prospectus referred to below) or (iii) the procedures for delivery by book-
     entry transfer cannot be completed on a timely basis. This Notice of
     Guaranteed Delivery may be delivered by hand, overnight courier or mail, or
     transmitted by facsimile transmission, to the Exchange Agent. See "The
     Exchange Offer--Procedures for Tendering Old Capital Securities" in the
     Prospectus. In addition, in order to utilize the guaranteed delivery
     procedure to tender Old Capital Securities pursuant to the Exchange Offer,
     a completed, signed and dated Letter of Transmittal relating to the Old
     Capital Securities (or facsimile thereof) must also be received by the
     Exchange Agent on or prior to the Expiration Date. Capitalized terms not
     defined herein have the meanings assigned to them in the Prospectus.

                 The Exchange Agent For The Exchange Offer Is:
                             The Bank Of New York

<TABLE>
     <S>                                       <C>                             <C>
- -----------------------------------------------------------------------------------------------------------------------
     BY HAND OR OVERNIGHT DELIVERY:              FACSIMILE TRANSMISSIONS:       BY REGISTERED OR CERTIFIED MAIL:
     -----------------------------                                              -------------------------------   
                                               (Eligible Institutions Only)
        The Bank of New York                          (212) 571-3080                    The Bank of New York
         101 Barclay Street                                                             101 Barclay Street, 7E
Corporate Trust Services Window                   CONFIRM BY TELEPHONE              New York, New York 10286
          Ground Level                         OR FOR INFORMATION CALL:        Attention:  Reorganization Department,
     New York, New York 10286                         (212) 815-4997                       George Johnson
Attention:  Reorganization Department,
          George Johnson
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

          Delivery of this Notice of Guaranteed Delivery to an address other
     than as set forth above or transmission of this Notice of Guaranteed
     Delivery via facsimile to a number other than as set forth above will not
     constitute a valid delivery.

          THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
     SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
     GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO,
     SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN
     THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.


     Ladies and Gentlemen:

          The undersigned hereby tenders to BFC Capital Trust I, a Delaware
     business trust (the "Trust") and to BancFirst Corporation, an Oklahoma
     Corporation (the "Company"), upon the terms and subject to the conditions
     set forth in the Prospectus dated April __ , 1997 (as the same may be
     amended or supplemented from time to time, the "Prospectus"),

                                       1
<PAGE>
 
and the related Letter of Transmittal (which together constitute the "Exchange
Offer"), receipt of which is hereby acknowledged, the aggregate principal amount
of Old Capital Securities set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange Offer--
Procedures for Tendering Old Capital Securities."

Aggregate Liquidation Amount    Name(s) of Registered Holder(s):_______________

Amount Tendered: $____________________________________*

Certificate No(s) (if available):______________

_______________________________________
(Total Liquidation Amount Represented by
Old Capital Securities Certificate(s))

$_____________________________________

If Old Capital Securities will be tendered by book-entry transfer, provide the
following information:

DTC Account Number:___________________

Date:__________________________________



*   Must be in denominations of a Liquidation Amount of $1,000 and any  integral
multiple thereof, and not less than $100,000 aggregate Liquidation Amount.



     All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.


________________________________________________________________________________


                               PLEASE SIGN HERE

X____________________________________       ____________________________________

X____________________________________       ____________________________________
      Signature(s) of Owner(s)                      Date
      or Authorized Signatory

Area Code and Telephone Number:__________________________

     Must be signed by the holder(s) of the Old Capital Securities as their
name(s) appear(s) on certificates for Old Capital Securities or on a security
position listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of  Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer or other person acting in a fiduciary or representative capacity,
such person must set forth his or her full title below.

                                       2
<PAGE>
 
                     Please print name(s) and address(es)

Name(s):       _________________________________________________________________

               _________________________________________________________________

               _________________________________________________________________

               _________________________________________________________________

Capacity:      _________________________________________________________________

Address(es):   _________________________________________________________________

               _________________________________________________________________

               _________________________________________________________________



                                   GUARANTEE
                   (NOT TO BE USED FOR SIGNATURE GUARANTEE)

     The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker or government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
learning agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at one of its addresses set forth above, either the Old Capital
Securities tendered hereby in proper form for transfer, or confirmation of the
book-entry transfer of such Old Capital Securities to the Exchange Agent's
account at The Depository Trust Company ("DTC"), pursuant to the procedures for
book-entry transfer set forth in the Prospectus, in either case together with
one or more properly completed and duly executed Letter(s) of Transmittal (or
facsimile thereof) and any other required documents within three business days
after the date of execution of this Notice of Guaranteed Delivery.

     The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Old Capital Securities tendered hereby to the Exchange Agent
within the time period set forth above and that failure to do so could result in
a financial loss to the undersigned.

__________________________________           ___________________________________
         Name of Firm                                Authorized Signature

__________________________________           ___________________________________
            Address                                  Title

__________________________________           ___________________________________
           Zip Code                                  (Please Type or Print)

Area Code and Telephone No. __________       Dated: ________________

NOTE: DO NOT SEND CERTIFICATES FOR OLD CAPITAL SECURITIES WITH THIS FORM.
CERTIFICATES FOR OLD CAPITAL SECURITIES SHOULD ONLY BE SENT WITH YOUR LETTER OF
TRANSMITTAL.

                                       3

<PAGE>
 
                                                                    EXHIBIT 99.3


                                    , 1997


                           EXCHANGE AGENT AGREEMENT


The Bank of New York
Corporate Trust Trustee Administration
101 Barclay Street - 21st Floor
New York, New York 10286

Ladies and Gentlemen:

     BFC Capital Trust I, a trust formed under the laws of the State of Delaware
(the  "Trust") proposes to make an  offer (the "Exchange Offer") to exchange its
9.65% Capital Securities, Series A (Liquidation Amount $1,000 per Capital
Security) (the "Old Securities") for its 9.65% Capital Securities, Series B
(Liquidation Amount $1,000 per Capital Security) (the "New Securities").  All of
the beneficial interests represented by common securities of the Trust are owned
by BancFirst Corporation, an Oklahoma corporation (the "Company").  The terms
and conditions of the Exchange Offer as currently contemplated are set forth in
a prospectus, dated             , 1997 (the "Prospectus"), to be distributed to
all record holders of the Old Securities.  The Old Securities and the New
Securities are collectively referred to herein as the "Securities."

     The Trust hereby appoints The Bank of New York to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer.  References
hereinafter to "you" shall refer to The Bank of New York.

     The Exchange Offer is expected to be commenced by the Trust on or about
, 1997.  The Letter of Transmittal accompanying the Prospectus (or in the case
of book entry securities, the ATOP system) is to be used by the holders of the
Old Securities to accept the Exchange Offer and contains instructions with
respect to (i) the delivery of certificates for Old Securities tendered in
connection therewith and (ii) the book entry transfer of Securities to the
Exchange Agent's account.

     The Exchange Offer shall expire at 5:00 P.M., New York City time, on
, 1997 or on such later date or time to which the Trust may extend the Exchange
Offer (the "Expiration Date").  Subject to the terms and conditions set forth in
the Prospectus, the Trust expressly reserves the right to extend the Exchange
Offer from time to time by giving oral (to be confirmed in writing) or written
notice to you before 9:00 A.M., New York City time, on the business day
following the previously scheduled Expiration Date.

     The Trust expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange any Old Securities not theretofore
accepted for exchange, upon the occurrence of any of the conditions of the
Exchange Offer specified in the Prospectus under the caption "The Exchange Offer
- -- Conditions to the Exchange Offer."  The Trust will give oral (confirmed in
writing) or written notice of any amendment, termination or nonacceptance of Old
Securities to you promptly after any amendment, termination or nonacceptance.

     In carrying out your duties as Exchange Agent, you are to act in accordance
with the following instructions:

     1.   You will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus captioned "The Exchange Offer" or as
specifically set forth herein; provided, however, that in no way will your
general duty to act in good faith be discharged by the foregoing.

     2.   You will establish an account with respect to the Old Securities at
The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes
of the Exchange Offer within two business days after the date of the Prospectus,
and any financial institution that is a participant in the Book-Entry Transfer
Facility's system may 
<PAGE>
 
make book-entry delivery of the Old Securities by causing the Book-Entry
Transfer Facility to transfer such Old Securities into your account in
accordance with the Book-Entry Transfer Facility's procedure for such transfer.

     3.   You are to examine each of the Letters of Transmittal and certificates
for Old Securities (or confirmation of book-entry transfer into your account at
the Book-Entry Transfer Facility) and any other documents delivered or mailed to
you by or for holders of the Old Securities to ascertain whether: (i) the
Letters of Transmittal and any such other documents are duly executed and
properly completed in accordance with instructions set forth therein and (ii)
the Old Securities have otherwise been properly tendered.  In each case where
the Letter of Transmittal or any other document has been improperly completed or
executed or any of the certificates for Old Securities are not in proper form
for transfer or some other irregularity in connection with the acceptance of the
Exchange Offer exists, you will endeavor to inform the presenters of the need
for fulfillment of all requirements and to take any other action as may be
necessary or advisable to cause such irregularity to be corrected.

     4.   With the approval of any Administrative Trustee of the Trust or any
person designated in writing by the Company (a "Designated Officer") (such
approval, if given orally, to be confirmed in writing) or any other party
designated by any such Administrative Trustee or Designated Officer in writing,
you are authorized to waive any irregularities in connection with any tender of
Old Securities pursuant to the Exchange Offer.

     5.   Tenders of Old Securities may be made only as set forth in the Letter
of Transmittal and in the section of the Prospectus captioned "The Exchange
Offer -- Procedures for Tendering Old Capital Securities," and Old Securities
shall be considered properly tendered to you only when tendered in accordance
with the procedures set forth therein.

     Notwithstanding the provisions of this paragraph 5, Old Securities which
any Administrative Trustee of the Trust or Designated Officer of the Company
shall approve as having been properly tendered shall be considered to be
properly tendered (such approval, if given orally, shall be confirmed in
writing).

     6.   You shall advise the Trust and the Company with respect to any Old
Securities received subsequent to the Expiration Date and accept their
instructions with respect to disposition of such Old Securities.

     7.   You shall accept tenders:

          (a)  in cases where the Old Securities are registered in two or more
names only if signed by all named holders;

          (b)  in cases where the signing person (as indicated on the Letter of
Transmittal) is acting in a fiduciary or a representative capacity only when
proper evidence of such person's authority so to act is submitted; and

          (c)  from persons other than the registered holder of Old Securities
provided that customary transfer requirements, including any applicable transfer
taxes, are fulfilled.

     You shall accept partial tenders of Old Securities where so indicated and
as permitted in the Letter of Transmittal and deliver certificates for Old
Securities to the transfer agent for split-up and return any untendered Old
Securities to the holder (or such other person as may be designated in the
Letter of Transmittal) as promptly as practicable after expiration or
termination of the Exchange Offer.

     8.   Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Trust will notify you (such notice if given orally, to be confirmed
in writing) of its acceptance, promptly after the Expiration Date, of all Old
Securities properly tendered and you, on behalf of the Trust, will exchange such
Old Securities for New Securities and cause such Old Securities to be canceled.
Delivery of New Securities will be made on behalf of the Trust by you at the
rate of $1,000 principal amount of New Securities for each $1,000 principal
amount of the corresponding series of Old Securities tendered promptly after
notice (such notice if given orally, to be confirmed in 

                                       2
<PAGE>
 
writing) of acceptance of said Old Securities by the Trust; provided, however,
that in all cases, Old Securities tendered pursuant to the Exchange Offer will
be exchanged only after timely receipt by you of certificates for such Old
Securities (or confirmation of book-entry transfer into your account at the 
Book-Entry Transfer Facility), a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) with any required signature guarantees and
any other required documents. You shall issue New Securities only in
denominations of $1,000 or any integral multiple thereof. Old Capital Securities
may be tendered in whole or in part in denominations of $100,000 and integral
multiples of $1,000 in excess thereof, provided that if any Old Capital
Securities are tendered for exchange in part, the untendered principal amount
thereof must be $100,000 or any integral multiple of $1,000 in excess thereof.

     9.   Tenders pursuant to the Exchange Offer are irrevocable, except that,
subject to the terms and upon the conditions set forth in the Prospectus and the
Letter of Transmittal, Old Securities tendered pursuant to the Exchange Offer
may be withdrawn at any time on or prior to the Expiration Date.

     10.  The Trust shall not be required to exchange any Old Securities
tendered if any of the conditions set forth in the Exchange Offer are not met.
Notice of any decision by the Trust not to exchange any Old Securities tendered
shall be given orally (and confirmed in writing) by the Trust to you.

     11.  If, pursuant to the Exchange Offer, the Trust does not accept for
exchange all or part of the Old Securities tendered because of an invalid
tender, the occurrence of certain other events set forth in the Prospectus under
the caption "The Exchange Offer -- Conditions to the Exchange Offer" or
otherwise, you shall promptly after the expiration or termination of the
Exchange Offer return those certificates for unaccepted Old Securities (or
effect appropriate book-entry transfer), together with any related required
documents and the Letters of Transmittal relating thereto that are in your
possession, to the persons who deposited them.

     12.  All certificates for reissued Old Securities, unaccepted Old
Securities or for New Securities shall be forwarded by (a) first-class certified
mail, return receipt requested, under a blanket surety bond protecting you and
the Trust from loss or liability arising out of the non-receipt or non-delivery
of such certificates or (b) by registered mail insured separately for the
replacement value of each of such certificates.

     13.  You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any person to solicit tenders.

     14.  As Exchange Agent hereunder you:

          (a) shall have no duties or obligations other than those specifically
set forth in the section of the Prospectus captioned "The Exchange Offer," the
Letter of Transmittal or herein or as may be subsequently agreed to in writing
by you and the Trust;

          (b)  will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of any of
the certificates or the Old Securities represented thereby deposited with you
pursuant to the Exchange Offer, and will not be required to and will make no
representation as to the validity, value or genuineness of the Exchange Offer;

          (c)  shall not be obligated to take any legal action hereunder which
might in your reasonable judgment involve any expense or liability, unless you
shall have been furnished with reasonable indemnity;

          (d)  may reasonably rely on and shall be protected in acting in
reliance upon any certificate, instrument, opinion, notice, letter, telegram or
other document or security delivered to you and reasonably believed by you to be
genuine and to have been signed by the proper party or parties;

          (e)  may reasonably act upon any tender, statement, request, agreement
or other instrument whatsoever not only as to its due execution and validity and
effectiveness of its provisions, but also as to the truth 

                                       3
<PAGE>
 
and accuracy of any information contained therein, which you shall in good faith
believe to be genuine or to have been signed or represented by a proper person
or persons;

          (f)  may rely on and shall be protected in acting upon written or oral
instructions from any Administrative Trustee of the Trust or from any Designated
Officer of the Company;

          (g)  may consult with your counsel with respect to any questions
relating to your duties and responsibilities and the advice or opinion of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted to be taken by you hereunder in good faith
and in accordance with the advice or opinion of such counsel; and

          (h)  shall not advise any person tendering Old Securities pursuant to
the Exchange Offer as to the wisdom of making such tender or as to the market
value or decline or appreciation in market value of any Old Securities.

     15.  You shall take such action as may from time to time be requested by
the Trust or its counsel or any Designated Officer of the Company (and such
other action as you may reasonably deem appropriate) to furnish copies of the
Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery (as
defined in the Prospectus) or such other forms as may be approved from time to
time by the Trust or the Company, to all persons requesting such documents and
to accept and comply with telephone requests for information relating to the
Exchange Offer, provided that such information shall relate only to the
procedures for accepting (or withdrawing from) the Exchange Offer.  The Trust
will furnish you with copies of such documents at your request.  All other
requests for information relating to the Exchange Offer shall be directed to the
Trust, Attention: Randy P. Foraker.

     16.  You shall advise by facsimile transmission or telephone, and promptly
thereafter confirm in writing to Randy P. Foraker of the Trust, and such other
person or persons as the Trust or the Company may request, daily (and more
frequently during the week immediately preceding the Expiration Date and if
otherwise requested) up to and including the Expiration Date, as to the number
of Old Securities which have been tendered pursuant to the Exchange Offer and
the items received by you pursuant to this Agreement, separately reporting and
giving cumulative totals as to items properly received and items improperly
received.  In addition, you will also inform, and cooperate in making available
to, the Trust or the Company or any such other person or persons upon oral
request made from time to time on or prior to the Expiration Date of such other
information as it or such person reasonably requests.  Such cooperation shall
include, without limitation, the granting by you to the Trust or the Company and
such person as the Trust or the Company may request of access to those persons
on your staff who are responsible for receiving tenders, in order to ensure that
immediately prior to the Expiration Date the Trust or the Company shall have
received information in sufficient detail to enable it to decide whether to
extend the Exchange Offer.  You shall prepare a final list of all persons whose
tenders were accepted, the aggregate principal amount of Old Securities
tendered, the aggregate principal amount of Old Securities accepted and deliver
said list to the Trust promptly after the Expiration Date.

     17.  Letters of Transmittal and Notices of Guaranteed Delivery shall be
stamped by you as to the date and the time of receipt thereof and shall be
preserved by you for a period of time at least equal to the period of time you
preserve other records pertaining to the transfer of securities.  You shall
dispose of unused Letters of Transmittal and other surplus materials by
returning them to the Trust at the address set forth below for notices.

     18.  You hereby expressly waive any lien, encumbrance or right of set-off
whatsoever that you may have with respect to funds deposited with you for the
payment of transfer taxes by reasons of amounts, if any, borrowed by the Trust,
or any of its subsidiaries or affiliates pursuant to any loan or credit
agreement with you or for compensation owed to you hereunder.

     19.  For services rendered as Exchange Agent hereunder, you shall be
entitled to such compensation as set forth on Schedule I attached hereto.

                                       4
<PAGE>
 
     20.  You hereby acknowledge receipt of the Prospectus and the Letter of
Transmittal and further acknowledge that you have examined each of them.  Any
inconsistency between this Agreement, on the one hand, and the Prospectus and
the Letter of Transmittal (as they may be amended from time to time), on the
other hand, shall be resolved in favor of the latter two documents, except with
respect to the duties, liabilities and indemnification of you as Exchange Agent,
which shall be controlled by this Agreement.

     21.  (a)  The Trust covenants and agrees to indemnify and hold you harmless
in your capacity as Exchange Agent hereunder against any loss, liability, cost
or expense, including reasonable attorneys' fees and expenses, arising out of or
in connection with any act, omission, delay or refusal made by you in reliance
upon any signature, endorsement, assignment, certificate, order, request,
notice, instruction or other instrument or document reasonably believed by you
to be valid, genuine and sufficient and in accepting any tender or effecting any
transfer of Old Securities reasonably believed by you in good faith to be
authorized, and in delaying or refusing in good faith to accept any tenders or
effect any transfer of Old Securities; provided, however, that the Trust shall
not be liable for indemnification or otherwise for any loss, liability, cost or
expense to the extent arising out of your gross negligence or willful
misconduct.  In no case shall the Trust be liable under this indemnity with
respect to any claim against you unless the Trust shall be notified by you, by
letter or cable or by facsimile confirmed by letter, of the written assertion of
a claim against you or of any other action commenced against you, promptly after
you shall have received any such written assertion or notice of commencement of
action.  The Trust shall be entitled to participate at its own expense in the
defense of any such claim or other action, and, if the Trust so elects, the
Trust may assume the defense of any suit brought to enforce any such claim.  In
the event that the Trust shall assume the defense of any such suit or threatened
action in respect of which indemnification may be sought hereunder, the Trust
shall not be liable for the fees and expenses of any additional counsel
thereafter retained by you so long as you consent to the Trust's retention of
counsel, which consent may not be unreasonably withheld; provided that the Trust
shall not be entitled to assume the defense of any such action if the named
parties to such action include both the Trust and you and representation of both
parties by the same legal counsel would, in the written opinion of counsel to
you, be inappropriate due to actual or potential conflicting interests between
them.  It is understood that the Trust shall not be liable under this paragraph
for the fees and expenses of more than one legal counsel for you.  In the event
that the Trust shall assume the defense of any such suit, the Trust shall not
thereafter be liable for the fees and expenses of any counsel retained by you.

          (b)  You agree that, without the prior written consent of the Trust
(which consent shall not be unreasonably withheld), you will not settle,
compromise or consent to the entry of any pending or threatened claim, action,
or proceeding in respect of which indemnification could be sought in accordance
with the indemnification provisions of this Agreement (whether or not you or the
Trust or any of its trustees, or controlling persons is an actual or potential
party to such claim, action or proceeding), unless such settlement, compromise
or consent includes an unconditional release of the Trust and its trustees and
controlling persons from all liability arising out of such claim, action or
proceeding.

     22.  You shall arrange to comply with all requirements under the tax laws
of the United States, including those relating to missing Tax Identification
Numbers, and shall file any appropriate reports with the Internal Revenue
Service.  The Trust understands that you are required in certain instances to
deduct 31% with respect to interest paid on the New Securities and proceeds from
the sale, exchange, redemption or retirement of the New Securities from holders
who have not supplied their correct Taxpayer Identification Number or required
certification.  Such funds will be turned over to the Internal Revenue Service
in accordance with applicable regulations.

     23.  You shall notify the Trust of the amount of any transfer taxes payable
in respect of the exchange of Old Securities and, upon receipt of written
approval from the Trust, you shall deliver or cause to be delivered, in a timely
manner to each governmental authority to which any transfer taxes are payable in
respect of the exchange of Old Securities, your check in the amount of all
transfer taxes so payable, and the Trust shall reimburse you for the amount of
any and all transfer taxes payable in respect of the exchange of Old Securities;
provided, however, that you shall reimburse the Trust for amounts refunded to
you in respect of your payment of any such transfer taxes, at such time as such
refund is received by you.

                                       5
<PAGE>
 
     24.  This Agreement and your appointment as Exchange Agent hereunder shall
be construed and enforced in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within such state,
and without regard to conflicts of law principles, and shall inure to the
benefit of, and the obligations created hereby shall be binding upon, the
successors and assigns of each of the parties hereto.

     25.  This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

     26.  In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     27.  This Agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived, in whole or in part, except by a written
instrument signed by a duly authorized representative of the party to be
charged.  This Agreement may not be modified orally.

     28.  Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given to such party, addressed to it, at its
address or telecopy number set forth below:

          If to the Trust:

               BFC Capital Trust I
               101 North Broadway
               Oklahoma City, Oklahoma 73102

               Facsimile:  (405) 270-1089
               Attention:   Randy P. Foraker, Administrative Trustee


          If to the Exchange Agent:

               The Bank of New York
               101 Barclay Street
               Floor 21 West
               New York, New York 10286

               Facsimile:  (212) 815-5915
               Attention:   Corporate Trust Trustee Administration

     29.  Unless terminated earlier by the parties hereto, this Agreement shall
terminate 90 days following the Expiration Date.  Notwithstanding the foregoing,
Paragraphs 19, 21 and 23 shall survive the termination of this Agreement.  Upon
any termination of this Agreement, you shall promptly deliver to the Trust any
certificates for Securities, funds or property then held by you as Exchange
Agent under this Agreement.

     30.  This Agreement shall be binding and effective as of the date hereof.

                                       6
<PAGE>
 
     Please acknowledge receipt of this Agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy.

     BFC CAPITAL TRUST I

     By: _____________________________________
            Name:    Randy P. Foraker
            Title:   Administrative Trustee


Accepted as the date
first above written:

THE BANK OF NEW YORK, as Exchange Agent


By:

   Name:
   Title:

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