Bancfirst Non-employee Director Stock Option Plan

BANCFIRST CORPORATION
EXHIBIT 10.6


BANCFIRST CORPORATION NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN


1. PURPOSE. The BancFirst Corporation Non-Employee Directors' Stock Option
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Plan (the "Plan") is intended as an incentive and to encourage stock
ownership by the non-employee directors of BancFirst Corporation (the
"Corporation") in order to increase their proprietary interest in the
Corporation's success.


2. DEFINITIONS. As used herein, the following terms shall have the
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corresponding meanings:


2.1. "Committee" shall mean the Board of Directors of the
Corporation, or a duly constituted committee of the Board
consisting of three or more members, at least a majority of
which shall be "Non-Employee Directors" as such term is used
in Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act").


2.2 "Common Stock" shall mean the common stock, par value $1.00
per share, of the Corporation.


2.3. "Date of Grant" shall mean the date of grant of a Stock Option
granted hereunder as set forth in the Stock Option Agreement.
In the event of a grant conditioned, among other things, upon
stockholder ratification of this Plan, the date of such
conditional grant shall be the Date of Grant for purposes of
this Plan.


2.4. "Non-Employee Director" shall mean a person that is an elected
or appointed Director or Advisory Director of a corporation,
who is not a common-law employee of the corporation. The
determination of whether or not a person is a Non-Employee of
the Corporation with respect to the grant or exercise of a
Stock Option shall be made in accordance with the rule of
Income Tax Regulation Section 1.421-7(h) (or successor
regulation).


2.5. "Fair Market Value" shall mean, with respect to the exercise
of an option under the Plan, (a) if the Common Stock is listed
on a national securities exchange or the NASDAQ National
Market System, the closing price of the Common Stock for the
business day immediately preceding the day for which the
determination is being made, or (b) if the Common Stock is not
then listed on an exchange, the average of the closing bid and
asked prices per share for the Common Stock in the
over-the-counter market as quoted on NASDAQ for the business
day immediately preceding the day for which the determination
is being made, or (c) if the Common Stock is not then listed
on any exchange or quoted on NASDAQ, an amount determined in
good faith by the Committee to be the fair market value of the
Common Stock, after consideration of all relevant factors.


2.6 "Nonqualified Stock Option" shall mean a Stock Option which is
not intended to qualify for tax treatment as an "incentive
stock option" under Section 422 of the Code.


2.7. "Option Exercise Price" shall mean the price paid for Shares
upon the exercise of a Stock Option granted hereunder.


2.8. "Optionee" shall mean any person entitled to exercise a Stock
Option pursuant to the terms of the Plan.


2.9. "Stock Option" shall mean a stock option giving an Optionee
the right to purchase shares of the Corporation's Common
Stock. Stock Options granted under the Plan shall be
Nonqualified Stock Options.


3. ADMINISTRATION.
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3.1 AUTHORITY; INDEMNIFICATION. Within the limitations described
herein, the Committee shall administer the Plan, determine the
method of payment upon exercise of each Stock Option,
determine all other terms of Stock Options granted hereunder
and interpret, construe and implement the provisions of the
Plan. All questions of interpretation of the Plan or any Stock
Option granted under the Plan shall be determined by the
Committee, and such decisions shall be binding upon all
persons having an interest in the Plan and/or any Stock
Option. No member of the Committee shall be liable for any
action or determination made in good faith, and the members
shall be entitled to indemnification and reimbursement in the
manner provided in the Corporation's Certificate of
Incorporation, or as otherwise permitted by law.


3.2 RULE 16B-3 COMPLIANCE. With respect to the participation of
eligible participants who are subject to Section 16(b) of the
Exchange Act, the Plan shall be administered in compliance
with the requirements of Rule 16b-3.


3.3 SECTION 162(M) COMPLIANCE. In the event the Corporation is a
"publicly held corporation" as defined in paragraph (2) of
section 162(m) of the Code, as amended by the Revenue
Reconciliation Act of 1993 (P.L. 103-66), and the regulations
promulgated thereunder ("Section 162(m)"), the Corporation
shall establish a committee of outside directors meeting the
requirements of Section 162(m) to approve the grant of Stock
Options which might reasonably be anticipated to result in the
payment of employee remuneration that would otherwise exceed
the limit on employee remuneration deductible for income tax
purposes pursuant to Section 162(m).


4. ELIGIBILITY. The individuals who shall be eligible to participate in
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the Plan shall be such Non-Employee Directors of the Corporation, or of
any corporation ("Subsidiary") in which the Corporation has proprietary
interest by reason of stock ownership or otherwise, including any
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