
 E
                         C O N F I D E N T I A L

                          ACQUISITION DOCUMENT
        (CASH PURCHASE AND REVERSE TRIANGULAR MERGER TRANSACTION)

                                  ****

                            MERGER AGREEMENT

                                  AMONG

                       BOK FINANCIAL CORPORATION,

                      PARK CITIES BANCSHARES, INC.,

                      MID-CITIES BANCSHARES, INC.,

                                   AND

                        MID-CITIES NATIONAL BANK

                                 * * * *

                  AGREEMENT DATE OF FEBRUARY 24, 1999

                                  INDEX
                                   TO
                            MERGER AGREEMENT


SECTION                                                               PAGE


1.    Purpose of this Merger Agreement. . .                           1


2.    The Merger. . . . . . . . .                                     3


3.    Effect of the Merger. . . .                                     4


4.    Representations and Warranties of Mid-Cities .                  5


5.    Representations and Warranties of BOKF.........................15


6.    Covenants......................................................17


7.    Conditions Precedent to Closing by BOKF and Park Cities........31


8.    Conditions Precedent to Closing by Mid-Cities..................33


9.    Closing........................................................34


10.   Escrow.........................................................36


11.   Miscellaneous Provisions.......................................38


         EXHIBIT CAPTION
 EXHIBIT NUMBER


      Subsidiaries
         4.3


      Material Liabilities
        4.6.3


      Conduct of Business Prior to Closing Exceptions
         4.7


      Contracts and Commitments
         4.9


      Litigation
         4.10


      Brokers and Commissions
         4.11


      Employee Contracts and Benefit Plans
         4.15


      ADA Exceptions
         4.16


      Compensation Exceptions
        6.3.7


      Principal Shareholders
         6.4


      Employment Agreements
         6.8


      Mid-Cities Counsel's Opinion
         7.4


      Non-Competition Agreement
         7.6


      BOKF Counsel's Opinion
         8.3


      Employment Agreement Exceptions
        9.1.3


MERGER AGREEMENT

This merger agreement ("Merger  Agreement") is made as of February 24, 1999 (the
"Agreement Date") among:

(i) Mid-Cities Bancshares, Inc., a Texas Corporation ("Mid-Cities");

(ii)     Mid-Cities National Bank ("Mid-Cities Bank");

(iii) BOK Financial Corporation ("BOKF"); and,

(iv)     Park Cities Bancshares, Inc, a Texas Corporation ("Park Cities").

In consideration of the mutual covenants contained herein, the adequacy of which
is hereby  expressly  acknowledged,  and  intending to be legally  bound hereby,
Mid-Cities, Mid-Cities Bank, BOKF and Park Cities agree as follows:

1.   PURPOSE OF THIS MERGER  AGREEMENT.  The purpose of this Merger Agreement is
     as follows:

1.1 Mid-Cities is a bank holding company  organized under the laws of Texas with
offices in Hurst,  Texas.  Mid-Cities  is subject to  regulation  by the Federal
Reserve Board ("FRB"). Mid-Cities owns all of the issued and outstanding capital
stock of Mid-Cities  Bank (located in Hurst,  Texas).  Mid-Cities Bank is a bank
organized  in  accordance  with the laws of the  United  States  and  subject to
regulation  by the Office of the  Comptroller  of the  Currency.  The issued and
outstanding capital stock of Mid-Cities consists solely of a single class of one
million  (1,000,000)  shares of  common  stock of a par value of $1.00 per share
("Mid-Cities  Common Stock") of which 764,421 shares are issued and outstanding.
The issued and outstanding capital stock of Mid-Cities Bank consists solely of a
single class of one million (1,000,000) shares of common stock of a par value of
$5.00 per

share  ("Mid-Cities  Bank Common  Stock") of which 302,621 shares are issued and
outstanding.  The Common Stock of Mid-Cities  issued and  outstanding  as of the
Closing,  including  all Common  Stock of  Mid-Cities  acquired  pursuant to the
exercise of the Stock Options (as hereafter  defined),  is hereafter  called the
"Mid-Cities Common Stock".

1.2 BOKF is a bank  holding  company  organized  under  the laws of the State of
Oklahoma. BOKF is subject to regulation by the FRB. BOKF owns all of the capital
stock of Park Cities.  Park Cities is a bank holding company organized under the
laws of the State of Texas. Park Cities is subject to regulation by the FRB. The
issued and outstanding capital stock of Park Cities consists solely of 2,000,000
shares of common stock,  par value of $5.00 per share (the "Park Cities Shares")
of which 1,193,034 shares are issued and outstanding.

1.3 The  purpose  of  this  Merger  Agreement  is to set  forth  the  terms  and
conditions  on which  Mid-Cities  and  Park  Cities  shall  merge.  This  Merger
Agreement  shall  constitute a plan of merger for corporate law purposes and for
federal income tax purposes under Section  368(a)(2)(D) of the Internal  Revenue
Code.

1.4 Park Cities  owns all of the issued and  outstanding  capital  stock of Park
Cities Corporation,  a Nevada  Corporation.  Park Cities Corporation owns all of
the issued and outstanding capital stock of Bank of Texas,  National Association
("BOT").

                                  - 2 -

2. THE MERGER. On the terms and conditions  hereafter stated, Park Cities [or an
acquisition subsidiary thereof] shall be merged into Mid-Cities (the "Merger").

2.1 Mid-Cities shall be the surviving corporation ("Surviving Corporation").

2.2 The  Articles  of  Incorporation  of  Mid-Cities  shall be the  Articles  of
Incorporation of the Surviving Corporation until changed as provided by law.

2.3 The Bylaws of Park Cities [or an  acquisition  subsidiary  thereof] shall be
the Bylaws of the Surviving Corporation until changed as provided by law.

2.4  The  officers  of  Park  Cities  shall  be the  officers  of the  Surviving
     Corporation, until changed as provided by law.

2.5  The  directors  of Park  Cities  shall be the  directors  of the  Surviving
     Corporation until changed as provided by law.

2.6 The Merger  shall be  effective  at the  Closing (as  hereafter  provided in
Section 9).

2.7 Each share of Mid-Cities  Common Stock shall,  subject to the  provisions of
Section 5.11 and following of the Texas Business Corporation Act,  automatically
and  without  any action on the part of the holder  thereof,  be  cancelled  and
converted solely into the right to receive:

2.7.1 At  Closing  an  amount  of United  States  Dollars  equal to (x) the Cash
Consideration  (as  hereafter  defined)  less the Escrow  Amount  (as  hereafter
defined) divided by (y) the number of shares of Mid-Cities Common Stock; and,

                                  - 3 -

2.7.2 Upon termination of the Escrow,  her, his, or its  proportionate  share of
the remaining Escrow Amount, as provided in Section 10.

2.8  The  Cash   Consideration   shall  equal  (i)  Seventeen   Million  Dollars
($17,000,000)  less (ii) the Transaction  Costs (as hereafter  defined) and less
(iii) One Hundred  Sixty-Five  Thousand  Dollars  ($165,000),  representing  the
Mid-Cities long term debt. The Transaction Costs are all accounting,  brokerage,
commission, and legal costs attributable to, or resulting from, the negotiation,
execution,  delivery,  and consummation of this Agreement incurred by Mid-Cities
and Mid-Cities Bank in excess of Three Hundred Thousand Dollars  ($300,000).  If
the Merger is not  consummated  by July 1, 1999, for whatever  reason,  the Cash
Consideration  shall be  increased  by an  aggregate  amount of the  total  Cash
Consideration  to be  paid  to  all  shareholders  (prior  to  such  adjustment)
multiplied  by the  result of (A) the number of days from and after July 1, 1999
to the date the Merger is consummated, multiplied by (B) .0002778 (i.e., 1/360th
of 10%).

2.9       The Escrow Amount shall be Three Hundred Thousand Dollars ($300,000).

2.10  Notwithstanding  the  provisions of Section 2.7, all holders of Mid-Cities
Common  Stock  electing to dissent to the Merger  pursuant  to Section  5.11 and
following of the Texas Business Corporation Act shall have only those rights set
forth in said sections.

3. EFFECT OF THE MERGER. The Merger shall have the following effects:

3.1 The corporate  franchise,  existence,  rights and  liabilities of Mid-Cities
shall continue unaffected and unimpaired.

                                  - 4 -

3.2  The corporate franchise,  existence,  rights and liabilities of Park Cities
     [or an  acquisition  subsidiary]  shall be merged into  Mid-Cities  and the
     separate  existence  of Park Cities [or an  acquisition  subsidiary]  shall
     cease.

3.3 Mid-Cities shall have and be vested with all of the rights,  powers, assets,
property,  liabilities  and  obligations  of Park  Cities  [or  the  acquisition
subsidiary thereof].

4.  REPRESENTATIONS AND WARRANTIES OF MID-CITIES AND MID-CITIES BANK. Mid Cities
and Mid-Cities Bank hereby, jointly and severally, represent and warrant to BOKF
that:

4.1  INCORPORATION  AND  CORPORATE  POWER.  Mid-Cities  is  a  corporation  duly
organized,  validly  existing  and in good  standing  under  the laws of  Texas.
Mid-Cities Bank is a bank duly organized,  validly existing and in good standing
under the laws of the United States.  Each of Mid-Cities and Mid-Cities Bank has
all  the  corporate  power  and  authority  necessary  and  required  to own its
properties and to conduct its business as such business is now being  conducted.
Each of Mid-Cities and Mid-Cities  Bank is (A) in material  compliance  with all
applicable provisions of all applicable federal, state and local statutes, laws,
regulations,  ordinances and other requirements of any governmental  authorities
(including,  but not limited to, whether similar or dissimilar, the Bank Holding
Company Act of 1956, the Texas Business  Corporation  Act, the National Bank Act
and the filing of all  administrative  reports  and the  payment of all fees) in
effect as of the date of this  Merger  Agreement  and (B)  shall be in  material
compliance therewith at the time of Closing.

                                  - 5 -

4.2       CAPITAL.

4.2.1  The  Mid-Cities  Common  Stock is and at the  Closing  will be all of the
issued  and  outstanding  capital  stock of  Mid-Cities.  Other  than the  Stock
Options,  no person or entity  has any right or option to  acquire  any  capital
stock of Mid-Cities. The Mid-Cities Common Stock shall consist at the Closing of
no more than Nine Hundred Ninety-One Thousand Four Hundred Twenty-One  (991,421)
shares.

4.2.2  Mid-Cities  owns  all of the  issued  and  outstanding  capital  stock of
Mid-Cities  Bank Common Stock.  The  Mid-Cities  Bank Common Stock is and at the
Closing will be all of the issued and  outstanding  capital  stock of Mid-Cities
Bank.  No person or entity has any right or option to acquire any capital  stock
of Mid-Cities Bank.

4.3  CAPITALIZATION  OF MID-CITIES  AND MID-CITIES  BANK. The Mid-Cities  Common
Stock and Mid-Cities Bank Common Stock are validly issued and outstanding, fully
paid and  non-assessable.  There are no  outstanding  subscriptions,  conversion
privileges,  calls,  warrants,  options or agreements  obligating Mid-Cities and
Mid-Cities  Bank to  issue,  sell or  dispose  of,  or to  purchase,  redeem  or
otherwise acquire any shares of their capital stock (collectively,  "options and
rights") except options to purchase two hundred twenty-seven  thousand (227,000)
shares  of  Common  Stock  of  Mid-Cities  (the  "Stock  Options").  None of the
Mid-Cities  Common  Stock and  Mid-Cities  Bank Common  Stock has been issued or
disposed of in  violation of any  preemptive  rights of any  shareholder  nor in
violation of any agreement

                                   -6-

to  which  Mid-Cities  or  Mid-Cities  Bank was or is a  party.  Mid-Cities  and
Mid-Cities  Bank  have no  subsidiaries  and do not own,  nor have the  right or
obligation to acquire, any shares of equity securities of any corporation except
(i)  Mid-Cities  Bank is a  subsidiary  of  Mid-Cities  and (ii) as set forth in
Exhibit 4.3.

4.4 NON-VIOLATION OF OTHER AGREEMENTS. The execution and delivery of this Merger
Agreement,  and the  compliance  with its terms and provisions by Mid-Cities and
Mid-Cities Bank  (including the execution and delivery of any document  required
to be executed by Mid-Cities  or  Mid-Cities  Bank) will not breach any material
agreement,  lease,  or  obligation,  whether  similar  or  dissimilar,  by which
Mid-Cities or Mid-Cities Bank is bound.

4.5  FINANCIAL  STATEMENTS.  Mid-Cities  has  delivered  to BOKF,  or will  have
delivered  to BOKF prior to the Closing as soon as future  financial  statements
are available, copies of the following ("Financial Statements"):

4.5.1   Consolidated   Financial   Statements   (Audited)  for   Mid-Cities  and
Subsidiaries, December 31, 1996, 1997, and 1998 (if available at the Closing);

4.5.2 Financial  Statements  (Unaudited) for Mid-Cities Bank, December 31, 1996,
1997, and 1998;

4.5.3 Financial  Statements  (Unaudited) for Mid-Cities and Subsidiaries,  March
31, 1999 (if the Closing  occurs after April 15, 1999) and after April  15,1999,
the most recent monthly financial statements as are available as of the Closing;
and,

                                  - 7 -

4.5.4 Financial  Statements  (Unaudited) for Mid-Cities Bank, March 31, 1999 (if
the Closing  occurs  after April 15,  1999) and after  April  15,1999,  the most
recent monthly financial statements as are available as of the Closing.

The Financial  Statements  described in Section  4.5.1 and 4.5.2,  (A) have been
prepared  or will have been  prepared  in  accordance  with  generally  accepted
regulatory  accounting  principles,  consistently applied and (B) fairly reflect
the financial condition and results of operations for the indicated periods. The
Financial  Statements  described in Sections  4.5.3 and 4.5.4 fairly reflect the
financial condition and results of operations for the periods indicated, subject
to immaterial year-end adjustments and the omission of footnotes.

4.6  MATERIAL  LIABILITIES.  Neither  Mid-Cities  nor  Mid-Cities  Bank  has any
material  liabilities  (including,  but  not  limited  to,  whether  similar  or
dissimilar,  liabilities or obligations for taxes, whether due or to become due)
except: 4.6.1 Those fully reflected or reserved against, or otherwise disclosed,
in the Financial Statements;

4.6.2Those  incurred with due care since  December 31, 1998 in the normal course
     of business consistent with past practices; and,

4.6.3 Those specifically disclosed in Exhibit 4.6.3 to this Merger Agreement.

                                  - 8 -

4.7 CONDUCT OF BUSINESS  PRIOR TO CLOSING.  Except as set forth in Exhibit  4.7,
since December 31, 1998, and until the Closing of this transaction,  (A) each of
Mid-Cities  and  Mid-Cities  Bank has carried on and will carry on its  business
only in the ordinary and normal course  consistent  with past  practices and (B)
has not and will not, without the prior consent of BOKF:

4.7.1 Incur any material liabilities,  commitments or obligations, contingent or
otherwise, or dispose of any of its assets, except in the ordinary course of its
business  consistent  with past practices and for the purpose of carrying on the
business as a going concern;

4.7.2 Incur any bank or other  institutional  debt,  or enter into any agreement
for the borrowing of money;  except borrowing of federal funds or borrowing from
the Federal Home Loan Bank by Mid-Cities Bank consistent with past practices;

4.7.3 Suffer any material  adverse change in the financial  conditions,  assets,
liabilities,  business  or  property  of  Mid-Cities  taken  as a  whole  or  of
Mid-Cities Bank taken as a whole; and,

4.7.4 Make any  material  change in the manner in which  business  is  conducted
(including,  without  limitation,  branch  relations,  branch closings,  and any
material change in products offered to customers).

4.8  TAX RETURNS/REPORTS.  Each of Mid-Cities and Mid-Cities Bank has duly filed
     all tax reports and returns required to be filed by it and has duly paid

                                  - 9 -

all taxes and other  charges  claimed  to be due from it by  federal,  state and
local  taxing  authorities.  No waivers of the statute of  limitation  have been
issued with respect to unaudited  years.  Mid-Cities and Mid-Cities Bank have no
knowledge  of any  facts  which  could  reasonably  be  expected  to result in a
material  deficiency with respect to unaudited tax returns which would result in
a material  adverse  effect on Mid-Cities  taken as a whole or  Mid-Cities  Bank
taken as a whole.

4.9       CONTRACTS AND COMMITMENTS.

4.9.1 A list of all  contracts and  commitments,  other than credit and lending,
deposit  or  borrowing  transactions  entered  into in the  ordinary  course  of
business by  Mid-Cities  or Mid- Cities Bank which are material to the business,
operations or financial  condition of  Mid-Cities or Mid-Cities  Bank as of this
date,  is set forth on Exhibit 4.9. For the purpose of Exhibit 4.9,  materiality
shall  mean  those  contracts  and  commitments  (including  a series of related
contracts  or  commitments)  for  which  payment  or other  consideration  to be
furnished  by any  party  is more  than  $25,000  a year or  $100,000  over  the
remaining life of the contract.

4.9.2 Except as set forth on Exhibit 4.9, each of Mid-Cities and Mid-Cities Bank
has in all material  respects  performed and is performing all  contractual  and
other obligations required to be performed by them.

                                 - 10 -

4.10 LITIGATION.  Except as set forth in Exhibit 4.10, there is not pending, or,
to the knowledge and belief of Mid-Cities and Mid-Cities  Bank  threatened,  any
claim,  litigation,  proceeding,  order of any court or governmental  agency, or
governmental  investigation or inquiry to which Mid-Cities or Mid-Cities Bank is
a party or which involves their  business  operations,  any of their property or
any property leased by them which, individually or in the aggregate:

4.10.1 May  reasonably  result in any material  adverse  change in the financial
condition,  business,  prospects, assets, properties or operations of Mid-Cities
taken as a whole or Mid-Cities Bank taken as a whole; or,

4.10.2 May reasonably involve the expenditure of more than a total of $25,000 in
     legal fees or costs;

4.11 BROKERAGE FEES. Neither Mid-Cities nor Mid-Cities Bank has incurred or will
incur, directly or indirectly, any liability for brokerage,  finder's, financial
advisor's or agent's fees or commissions by virtue of any commitment made by any
of them in connection with this Merger Agreement or any transaction contemplated
hereby except as described in Exhibit 4.11.

4.12 REQUIRED CORPORATE ACTION. The execution, delivery and consummation of this
Merger Agreement has been duly and validly  authorized by the board of directors
of  Mid-Cities  and will at the  time of  Closing  have  been  duly and  validly
authorized by the board of directors of Mid-Cities Bank and the  shareholders of
Mid-Cities  and  Mid-Cities  Bank in  accordance  with the  requirements  of the
National Bank Act, the Texas Business  Corporation Act and all other  applicable
law.

                                 - 11 -

4.13  AUTHORIZED  EXECUTION.  This Merger  Agreement  has been duly executed and
delivered by duly  authorized  officers of Mid-Cities and Mid-Cities  Bank. This
Merger  Agreement  constitutes  the  legal,  valid  and  binding  agreement  and
obligation  of  Mid-Cities,  and  Mid-Cities  Bank  enforceable  against them in
accordance  with its terms,  except as may be limited by applicable  bankruptcy,
insolvency,  moratorium,  receivership,  and other  similar laws  affecting  the
rights of creditors generally.

4.14 TITLE TO ASSETS; ENCUMBRANCES. Mid-Cities and Mid-Cities Bank have good and
valid title (with  respect to fee real  estate,  good and valid title shall mean
such  title  as may be  insured  on  standard  title  insurance  forms  with  no
exceptions  materially and adversely  affecting the value or use of the fee real
estate) to their assets, and in each case subject to no mortgage,  pledge, lien,
security  interest,  conditional  sale  agreement,  or other  encumbrance of any
nature whether similar or dissimilar, except:

4.14.1 Such  encumbrances  which are purchase money security  interests  entered
into in the ordinary course of business  consistent with past practice reflected
on their books and records;

4.14.2  Lessors'  interests  in  leased  tangible  real  and  personal  property
reflected on their books and records;

4.14.3   Such encumbrances for taxes and assessments not yet due and payable;

                                 - 12 -

4.14.4  Encumbrances  as do not  materially  detract from the value or interfere
with the use or operation of the asset subject thereto; and,

4.14.5  Repossessed  and  foreclosed  assets  acquired in  satisfaction  of debt
previously contracted.

4.15  EMPLOYEES.  Except as set forth on Exhibit 4.15,  none of the employees of
Mid-Cities and Mid-Cities  Bank is employed under any employment  contract (oral
or written) or is the beneficiary of any compensation  plan (oral or written) or
is entitled to any payment from Mid-Cities and Mid-Cities Bank by reason of this
Merger Agreement or the Merger and there are no employment contracts, management
contracts,  consulting agreements,  union contracts,  labor agreements,  pension
plans,  profit  sharing plans or employee  benefit plans to which  Mid-Cities or
Mid-Cities Bank are a party or by which either of them is bound.  The Mid-Cities
401(k) Plan is in full compliance with all requirements of the Plan and with the
Employee Retirement Income Security Act and the regulations promulgated pursuant
thereto.

4.16  ENVIRONMENTAL  LAWS. To the best  knowledge of Mid-Cities  and  Mid-Cities
Bank,  the  existence,  use  and  operation  of the  assets  of  Mid-Cities  and
Mid-Cities Bank are in material compliance with all applicable  statutes,  rules
and regulations including, without limiting the generality of the foregoing, all
environmental  and zoning  laws and,  except as set forth on Exhibit  4.16,  the
Americans With Disabilities Act.

                                 - 13 -

4.17  SURVIVAL  AND  INDEPENDENCE  OF   REPRESENTATIONS   AND  WARRANTIES.   The
representations  and warranties of Mid-Cities  and Mid-Cities  Bank made in this
Merger   Agreement  shall  survive  the  Closing  hereof   notwithstanding   any
investigation  or  knowledge of BOKF or Park  Cities;  provided  BOKF shall give
notice  to Agent  (as  hereafter  defined)  of any claim of a breach of any such
representations  and  warranties  on or before March 31, 2000 (the "Claim Notice
Deadline");  and,  provided  further,  the  sole  remedy  for a  breach  of such
representations  and warranties shall be a claim against the Escrow Amount. Each
of the  representations  and warranties of Mid-Cities  and  Mid-Cities  Bank set
forth in this Merger Agreement is a separate and independent  representation and
warranty,  shall be  cumulative of and in addition to all other  warranties  and
representations,  and shall not limit or be  interpreted  to be in derogation of
any other  representation  or warranty made herein.  Any disclosure  made on any
Exhibit  hereto shall be  applicable  to the entire  Agreement  and not just one
representation or warranty.

5.  REPRESENTATIONS  AND WARRANTIES OF BOKF. BOKF and Park Cities  represent and
warrant, jointly and severally, to Mid-Cities that:

5.1  INCORPORATION  AND CORPORATE  POWER.  BOKF and Park Cities are corporations
duly organized, validly existing and in good standing under the laws of Oklahoma
and Texas,  respectively.  BOKF and Park Cities have all the corporate power and
authority necessary and required to consummate the transactions  contemplated by
this Merger Agreement.

5.2 NON-VIOLATION OF OTHER AGREEMENTS. The execution and delivery of this Merger
Agreement, and compliance with its terms and provisions by BOKF

                                 - 14 -

and Park Cities and the  execution  of any  document  required to be executed by
BOKF or Park Cities, will not:

5.2.1  Violate,  conflict  with or  result  in the  breach  of their  respective
certificates  of  incorporation  or bylaws or any of the  terms,  conditions  or
provisions  of any  agreement  or  instrument  to which BOKF or Park Cities is a
party, or by which BOKF or Park Cities is bound;

5.2.2 Result in the creation or imposition of any lien,  charge,  encumbrance or
restriction  of any  nature  whatever  upon any of the  property,  contracts  or
business of BOKF and Park Cities;  or, 5.2.3 Require the consent of any party to
a contract with

BOKF and Park Cities in order to keep the contract enforceable.

5.3 REQUIRED CORPORATE ACTION. The execution, delivery, and consummation of this
Merger Agreement by BOKF and Park Cities has been duly and validly authorized by
the boards of  directors  of BOKF and Park Cities and, as of the  Closing,  will
have been  approved  by the  shareholder  of Park  Cities.  The  approval of the
shareholders  of BOKF is not  required.  This  Merger  Agreement  has been  duly
executed and delivered by duly authorized officers of BOKF and Park Cities. This
Merger Agreement constitutes a legal, valid and binding agreement and obligation
of BOKF and Park Cities  enforceable  against BOKF and Park Cities in accordance
with its terms, except as may be limited by applicable  bankruptcy,  insolvency,
moratorium,  receivership,  and  other  similar  laws  affecting  the  rights of
creditors generally.

                                 - 15 -

5.4  BROKERAGE  FEES.  Neither  BOKF nor Park Cities has incurred or will incur,
directly  or  indirectly,  any  liability  for  brokerage,  finder's,  financial
advisor's or agent's fees or  commissions  by virtue of any  commitment  made by
BOKF or Park Cities in connection with this Merger  Agreement or any transaction
contemplated  hereby.  Neither BOKF nor Park Cities has any  knowledge  that any
party has asserted any claim of such nature against BOKF or Park Cities.

5.5  SURVIVAL  AND   INDEPENDENCE  OF   REPRESENTATIONS   AND  WARRANTIES.   The
representations  and  warranties  of BOKF and Park  Cities  made in this  Merger
Agreement  shall  not  survive  the  Closing  hereof;  provided,   however,  the
indemnification  obligations  of Section  5.6 hereof  shall  survive the Closing
indefinitely. Each of the representations and warranties of BOKF and Park Cities
set forth in this Merger Agreement is a separate and independent  representation
and warranty, shall be cumulative of and in addition to all other warranties and
representations;  and shall not limit any other  representation or warranty made
herein.

5.6 BOKF AND PARK CITIES  INDEMNIFICATION.  BOKF and Park Cities shall indemnify
the present and future  directors,  officers  and  employees of  Mid-Cities  and
Mid-Cities Bank (the "Indemnified  Parties") to the fullest extent to which such
Indemnified Parties were entitled under the Articles of Incorporation and Bylaws
of Mid-Cities  and/or the Articles of Association and Bylaws of Mid-Cities Bank.
BOKF shall cause Mid-Cities to purchase

                                 - 16 -

at  the  Closing  "tail  coverage"  under  the  Mid-Cities  existing  Mid-Cities
directors  and  officers  liability  policy  for such  period  of time as may be
purchased by a premium equal to the pre-paid  premium for such policy  remaining
on the  consolidated  books and  records of  Mid-Cities  as of the  Closing.  In
addition,  BOKF and Park Cities shall indemnify Mr. Paul A. Rowntree for all tax
liability  that he may incur under Section 280G of the Internal  Revenue Code of
1986,  as  amended  (the  "Code")  as a result of  payments  received  by him in
connection  with the  Merger and as a result of Stock  Options  issued to him by
Mid-Cities.

6.  COVENANTS.

6.1 FULL ACCESS. In order that BOKF shall have the full opportunity to make such
investigations  as  it  shall  reasonably   desire  concerning   Mid-Cities  and
Mid-Cities  Bank and their business  affairs,  Mid-Cities  and  Mid-Cities  Bank
shall:

6.1.1  Give BOKF,  its  employees,  counsel,  accountants  and other  authorized
representatives, as necessary to conduct the investigation and whose names shall
have been provided to (and approved by) Mid-Cities, full access, upon reasonable
notice to Mid-Cities and at reasonable times without unduly interfering with the
conduct of business by Mid-Cities and Mid-Cities  Bank  throughout the period up
to the Closing,  to all of the  facilities,  properties,  books,  contracts  and
records of Mid-Cities and Mid-Cities Bank.

                                 - 17 -

6.1.2  Authorize its  accountants  to give BOKF full access to the  accountant's
records, including work papers; and,

6.1.3 Furnish to BOKF during that period all additional financial, operating and
other information  concerning  Mid-Cities and Mid-Cities Bank and their business
affairs, as BOKF may reasonably request and which Mid-Cities and Mid-Cities Bank
shall have available.

6.1.4 All information  provided pursuant to this Section 6.1 shall be subject to
the provisions of Section 6.7.

6.2 CONDUCT OF  BUSINESS  PRIOR TO THE  CLOSING  DATE.  From this date until the
Closing Date,  each of Mid-Cities  and Mid-Cities  Bank shall,  except as may be
first approved in writing by BOKF or as is otherwise  permitted or  contemplated
in this Merger Agreement:

6.2.1    Maintain their corporate existence in good standing;

6.2.2  Maintain  the general  character  of their  business  and  conduct  their
business in their ordinary and usual manner consistent with past practices;

6.2.3 Maintain  proper business and accounting  records  generally in accordance
with past practices;

6.2.4 Maintain  their  properties  (except  repossessed  and  foreclosed  assets
acquired in  satisfaction of debts  previously  contracted) in normal repair and
condition,  normal  wear and tear and  damage  due to fire or other  unavoidable
casualty excepted;

                                 - 18 -

6.2.5 Preserve their business organizations intact, use their reasonable efforts
to maintain  satisfactory  relationships  with  suppliers,  customers and others
having  business  relations  with them  whose  relationships  they  believe  are
desirable  to  maintain,  and  use  their  reasonable  efforts  to  procure  the
willingness of all of the personnel  employed by them  immediately  prior to the
execution  of this  Merger  Agreement  who are  material to the success of their
business  to  continue  in their  employ  on  substantially  the same  terms and
conditions as those on which such personnel were employed  immediately  prior to
the execution of this Merger Agreement;

6.2.6  Maintain in full force and effect  insurance  comparable in amount and in
scope of coverage to that now maintained by them on the date hereof;

6.2.7 Except as otherwise  disclosed  in this Merger  Agreement,  perform all of
their obligations under all material  contracts,  leases and agreements relating
to or affecting their assets, properties and businesses; and,

6.2.8  Comply in all  material  respects  with and perform all  obligations  and
duties  imposed  upon them by  federal,  state and local  laws,  and all  rules,
regulations  and  orders  imposed  by  federal,   state  or  local  governmental
authorities,  except as may be  contested  by them in good faith by  appropriate
proceedings.

                                 - 19 -

6.3 MID-CITIES AND MID-CITIES BANK PROHIBITED ACTIONS PRIOR TO THE CLOSING DATE.
From this date until the Closing Date,  Mid-Cities and Mid-Cities Bank shall not
(except as  otherwise  permitted  by this Merger  Agreement  or as  requested or
approved  by BOKF  which  approval  shall be  deemed  given  unless  BOKF  shall
specifically  deny such approval in writing  within five (5) business days after
receiving a request for approval from Mid-Cities or Mid-Cities Bank):

6.3.1  Incur  any  indebtedness  for  borrowed  money  or incur  any  noncurrent
indebtedness  for the purchase price of any fixed or capital asset,  or make any
extension of credit or any loans to,  guarantee the  obligations of, or make any
additional  investments  in,  any other  person,  corporation  or joint  venture
(whether an existing customer or a new customer) except:

6.3.1.1  Extensions of credit,  loans and  guarantees (i) less than Five Hundred
Thousand  Dollars  ($500,000)  per  transaction  or (ii) less  than Two  Hundred
Thousand Dollars ($200,000) with existing  Mid-Cities  customers having existing
credit of Five Hundred  Thousand  Dollars  ($500,000) or more made by Mid-Cities
Bank in the usual and ordinary course of its banking  business,  consistent with
prior practices and policies;

                                 - 20 -

6.3.1.2 Legal investments by Mid-Cities Bank in the usual and ordinary course of
its banking business consistent with prior practices and policies.

6.3.1.3  Borrowings  from the Federal Home Loan Bank, the Federal  Reserve Bank,
deposit  liabilities,  and federal funds  transactions by Mid-Cities Bank in the
ordinary course of business consistent with past practices.

6.3.2 Make any (a) material  change,  except in the ordinary and usual course of
business,  in their  assets  (including,  but not  limited to, any change in the
composition of such assets so as to materially  alter the proportion of cash) or
liabilities,  (b) material  commitment for any capital  expenditures,  excluding
expenditures  for repairs and  remodeling  in the  ordinary  and usual course of
business,  or (c) sale or other  disposition of any material capital asset other
than for fair value in the ordinary course of business;

6.3.3 Make any change in their  Articles  of  Incorporation  or  Association  or
Bylaws;

                                 - 21 -

6.3.4 Except for the Stock Options,  authorize any shares of their capital stock
for issuance, issue any shares of any previously authorized but unissued capital
stock or grant, issue or make any option or commitment relating to their capital
stock;

6.3.5 Enter into any letter of intent or agreement to sell any of their material
assets,  except in the normal and ordinary course of their business, or acquire,
be acquired by, or merge,  consolidate  or reorganize  with any person,  firm or
corporation;

6.3.6 Declare or pay any dividend, make any other distribution or payment or set
aside any amount for payment with respect to any shares of their  capital  stock
or directly or indirectly,  redeem,  purchase or otherwise acquire any shares of
their capital stock or make any commitment relating thereto, provided,  however,
Mid-Cities  Bank may pay a  dividend  in March 1999 in an amount  sufficient  to
enable  Mid-Cities  to reduce  its  long-term  debt to a  principal  balance  of
$165,000.

6.3.7  Except  as set  forth in  Exhibit  6.3.7,  make any (a)  increase  in the
compensation payable or to become payable to any of their directors, officers or
employees  (including,  without  limitation,  any bonus or incentive  payment or
agreement), (b) make or enter into any written employment contract or

                                 - 22 -

any bonus, stock option,  profit sharing,  pension,  retirement or other similar
payment or  arrangement,  or (c) make any payment to any  person,  except in the
usual and  ordinary  course of  business  or except as  required  by an existing
agreement set forth in the Exhibits hereto;

6.3.8  Make any  material  change in their  banking,  safe  deposit  or power of
attorney arrangements;

6.3.9 Enter into any trust, escrow, agency and similar trust company agreements,
purchase  orders and contracts  for goods and  services,  except in the ordinary
course of business consistent with past practices;

6.3.10 Enter into any agreement  resulting in the  imposition of any mortgage or
pledge of their assets or the creation of any lien, charge or encumbrance on any
of their assets;

6.3.11 Incur any  material  obligation  or  liability,  absolute or  contingent,
except in the  ordinary  course of business  or  pursuant to existing  contracts
described in this Merger Agreement;

6.3.12 Take any action which would prevent compliance with any of the conditions
of this Merger Agreement; or,

6.3.13 Pre-pay long term  indebtedness;  provided,  however,  Mid-Cities may pay
interest, and make a principal reduction,  on its existing indebtedness in March
1999 in an  aggregate  amount  that  does not  exceed  Thirty  Thousand  Dollars
($30,000).

                                 - 23 -

6.3.14 If the Closing of the transaction as contemplated by this Agreement shall
not have  occurred by June 27, 1999,  then  Mid-Cities  Bank may  dividend  such
amounts as are  necessary  to enable  Mid-Cities  to make such  payments  on its
long-term  indebtedness  as are  required  by the note and loan  agreement  with
respect thereto.

6.4 VOTE FOR  MERGER AND WAIVER OF RIGHT TO  DISSENT.  Mid-Cities  shall use its
best  efforts  to cause  each of the  shareholders  of  Mid-Cities  set forth on
Exhibit 6.4 to enter into an Irrevocable Proxy and Voting Agreement whereby each
shareholder agrees to vote his shares of Mid-Cities Common Stock in favor of the
Merger,  and use its best  efforts  to cause the  Merger to be  approved  by the
directors and  shareholders of Mid-Cities and Mid-Cities Bank in accordance with
applicable  law and  consummated  in  accordance  with the terms of this  Merger
Agreement.

6.5  REGULATORY  APPROVAL.  BOKF  shall  diligently  file  and  pursue  (A)  all
regulatory  applications  required  in order to  consummate  the  Merger and the
merger of Mid-Cities Bank into Bank of Texas,  National  Association,  including
but not limited to the necessary applications for prior approval of the Board of
Governors of the Federal Reserve System and the Office of the Comptroller of the
Currency on or before the thirtieth  (30th) calendar day following the Agreement
Date and (B)  thereafter  promptly file any required  supplements  or amendments
thereto. All applications, supplements, and

                                 - 24 -

amendments  shall be  substantially  complete when filed.  BOKF shall deliver to
Mid-Cities  and its counsel a copy of all such filings,  as filed,  within three
(3) business days after the filing  thereof.  Although all such filings shall be
the  responsibility  of BOKF,  BOKF shall  nevertheless  advise and consult with
Mid-Cities  on an ongoing  basis with respect to the filings and all matters and
events related thereto.  BOKF shall inform and make available to Mid-Cities from
time to time all matters  relating to the filings and the regulatory  approvals.
BOKF shall  diligently  proceed with reasonable  deliberate  speed to obtain all
such  approvals.  If any  regulatory  application  required  to be filed by BOKF
should be finally denied or disapproved by the respective  regulatory authority,
then BOKF shall  immediately give notice to Mid-Cities and this Merger Agreement
shall thereupon terminate,  subject to the provisions of Section 11. However, it
is understood  that a request for  additional  information or undertaking by the
applicant,  as a condition for  approval,  shall not be deemed to be a denial or
disapproval  so long as the applicant can  reasonably be expected to provide the
requested  information  or  undertaking.  In the event an  application is denied
pending an appeal,  petition for review,  or similar such act on the part of the
applicant,  then the  application  will be deemed  denied  unless the  applicant
promptly  and  diligently  prepares  and files  such  appeal and  continues  the
appellate process for the purposes of getting the necessary approval.

6.6  CONFIDENTIALITY.  Prior to the  Closing,  BOKF shall  keep all  information
disclosed to BOKF (its employees,  counsel,  accountants,  and other  authorized
representatives) by Mid-Cities or Mid-Cities Bank (or their

                                 - 25 -

representatives)  respecting the business and financial  condition of Mid-Cities
and  Mid-Cities  Bank  confidential  and shall  make no use of such  information
except to conduct the investigation contemplated by Section 6.4, the application
contemplated  by Section 6.5 and to  consummate  the  transactions  contemplated
hereby,  and  BOKF  shall  not use such  information  to  obtain  a  competitive
advantage in connection with any customer of Mid-Cities  Bank. In the event this
Merger Agreement is terminated for any reason BOKF (its agents,
officers,  directors,  employees and counsel) shall (i) return all copies of all
information and documents  obtained from Mid-Cities,  Mid-Cities Bank, and their
representatives,  (ii) thereafter keep all such information confidential and not
make use of any such information to obtain a competitive advantage in connection
with  any  customer  of Mid  Cities  Bank,  and  (iii)  shall  not  solicit  for
employment,  whether directly or indirectly,  any of the employees,  officers or
directors of Mid-Cities or Mid-Cities Bank.

6.7 BOKF  PROHIBITED  ACTION PRIOR TO CLOSING.  From this date until the Closing
Date, BOKF shall not take any action which would prevent  compliance with any of
the  conditions  of this Merger  Agreement.  BOKF shall not, and shall cause its
subsidiaries  not to, make or agree to make any  acquisition,  or take any other
action,  that  adversely  affects its  ability to  consummate  the  transactions
contemplated by this Merger Agreement and will otherwise continue to conduct its
business  operations  and shall cause the operations of its  subsidiaries  to be
conducted in a manner consistent with past operating practices.

                                 - 26 -

6.8 EMPLOYMENT  AGREEMENTS.  Mid-Cities and Mid-Cities Bank shall use their best
efforts to cause:

6.8.1 Paul A. Rowntree to enter into an  employment  agreement  with  Mid-Cities
Bank in the form and content of Exhibit 6.8.1 (the "Rowntree Agreement"); and

6.8.2 Vikki L. Pier to enter into an employment  agreement with  Mid-Cities Bank
in the form and content of Exhibit 6.8.2 (the "Pier Agreement").

6.9 MID-CITIES COVENANT TO OBTAIN APPROVALS.  Mid-Cities shall promptly seek and
use  commercially  reasonable  efforts to obtain  the  approval  of this  Merger
Agreement  and the  transactions  contemplated  hereby  by the  shareholders  of
Mid-Cities.  Mid-Cities Bank shall enter into an agreement to merge with Bank of
Texas, National Association, subject to the Closing of this Merger Agreement, in
form and content acceptable to BOKF.

6.10 COVENANTS RESPECTING  EMPLOYMENT AND NON-COMPETITION  AGREEMENTS.  BOKF and
Mid-Cities shall use commercially reasonable efforts to cause all employment and
non-competition agreements which are a condition precedent to the obligations of
BOKF under this Merger  Agreement  to be executed  and  delivered by the parties
thereto.

6.11 EMPLOYMENT BENEFITS.  Following the Closing, BOKF shall cause all employees
of  Mid-Cities  Bank to have the same  benefits  provided by BOKF  generally  to
employees  of BOKF and its  affiliates.  Employees of  Mid-Cities  Bank shall be
credited for their actual and credited service with Mid-Cities Bank for purposes
of eligibility, vesting and beneficial accrual for all BOKF

                                 - 27 -

employee benefit plans (including,  without  limitation,  the BOKF 401(k) plan);
provided, however, such employees shall not be credited
with prior  service in BOKF's  defined  benefit  pension plan.  Mid-Cities  Bank
employees  shall not be subject to any  exclusions for  pre-existing  conditions
under BOKF's medical  benefit plan and shall receive credit for any  deductibles
or out-of-pocket expenses previously paid.

6.12 DELIVERY OF BOKF NOTES IN LIEU OF CASH. BOKF shall, at the Closing, deliver
to any person or entity so  requesting  which  holds as of the  record  date (as
hereafter  defined) ten thousand  (10,000) shares of Mid-Cities Common Stock its
promissory note in usual and customary form acceptable to counsel for Mid-Cities
and  counsel  for BOKF  (provided,  in each  instance,  such  acceptance  is not
unreasonably withheld, delayed or denied) evidencing all, or such portion of the
Cash  Consideration  payable to such holder at the Closing as such person  shall
determine,  bearing interest at the Applicable Federal Rate (appropriate for the
term of the note as provided in the Internal Revenue Code) in such  installments
and with such maturities,  not exceeding five years from the date of Closing, as
such person or entity shall  determine  (collectively,  the "Notes");  provided,
however,  BOKF shall not issue a Note to any holder who does not (i) advise BOKF
in writing on or prior to the record date of the principal amount, installments,
and maturities such holder desires, (ii) all Notes shall be non-transferrable by
the holders thereof except by gift,  devise, or operation of law; and (iii) BOKF
shall not issue any Note unless it shall have received an opinion of its counsel
that  the  issuance  of such  Note  does  not  require  registration  under  the
Securities Act of 1933, the securities law of all applicable jurisdictions,  and
the Trust Indenture Act of 1940.

                                 - 28 -

6.13 STOCK  OPTIONS.  Mid-Cities  shall use its best  efforts to cause all Stock
Options  to be fully  exercised  in  accordance  with their  existing  terms and
conditions  immediately  prior to the  Closing  subject to  consummation  of the
Closing. With respect to any shares of Mid-Cities Common Stock that are acquired
at the Closing as a result of the  exercise of the Stock  Options,  the purchase
price for such shares  pursuant to the Stock Options shall be subtracted from or
"netted-out" of the Cash  Consideration to be paid to the holders of such shares
of  Mid-Cities  Common Stock in order to provide for a cashless  exercise of the
Stock  Options.  That is,  upon the  exercise of the Stock  Options,  the option
holder shall not be required to pay  Mid-Cities  the purchase price set forth in
the Stock  Options,  rather the purchase price shall be deducted from the amount
of cash which would  otherwise be distributed  to such option holder  ("Cashless
Stock Option  Exercise").  BOFK and Mid-Cities shall  cooperate,  and Mid-Cities
shall  use its best  efforts  to cause  the  holders  of the  Stock  Options  to
cooperate, in determining the most efficient means of satisfying the withholding
obligations of Mid-Cities as a result of the Cashless Stock Option Exercise.

6.14 1998 AUDITED FINANCIAL STATEMENTS. Mid-Cities shall cause audited financial
statements  for  calendar  year 1998 to be  prepared at the time and in the same
manner as is consistent with the prior practices of Mid-Cities.

6.15  APPROVAL OF MERGER  AGREEMENT  BY THE BOARDS OF DIRECTORS OF BOKF AND PARK
CITIES. BOKF shall use its best efforts to obtain the approval

                                 - 29 -

of this Merger  Agreement by its Board of  Directors  at the meeting  thereof on
February 23, 1999. Park Cities shall use its best efforts to obtain the approval
of this Merger  Agreement by its Board of  Directors  at the meeting  thereof on
February 24, 1999.

7.  CONDITIONS  PRECEDENT TO CLOSING BY BOKF AND PARK CITIES.  The obligation of
BOKF and Park Cities to consummate  and close this  transaction  is  conditioned
upon each and all of the following:

7.1 The  representations,  warranties and covenants of Mid-Cities and Mid-Cities
Bank shall be  materially  true at the Closing as though  such  representations,
warranties and covenants were also made at the Closing.

7.2 The Federal Reserve Board shall have approved the Merger, or issued a waiver
of approval,  in accordance  with 12 U.S.C.  Section 1842 and 12 C.F.R.  Section
225.  The Office of the  Comptroller  of the  Currency  shall have  approved the
merger of Mid-Cities Bank into Bank of Texas, National Association in accordance
with 12  U.S.C.  Section  215a  and 12  C.F.R.  Section  5.33,  and  such  other
regulatory approval as may be required is obtained.

7.3 Mid-Cities  and  Mid-Cities  Bank shall have performed and complied with, in
all material  respects,  all of their  obligations  under this Merger  Agreement
which are to be  performed  or complied  with by them prior to or on the Closing
Date.

7.4 Mid-Cities shall have delivered to BOKF an opinion of its counsel, dated the
Closing Date, in the form and content of the opinion  attached hereto as Exhibit
7.4.

                                 - 30 -

7.5 The  shareholders of Mid-Cities shall have approved this Merger Agreement in
accordance with the Texas Business  Corporation Act.  Mid-Cities Bank shall have
entered  into an agreement  to merge with Bank of Texas,  National  Association,
subject to the Closing of this Merger Agreement,  in form and content acceptable
to BOKF.

7.6 The Rowntree  Agreement and the Pier Agreement  shall have been executed and
delivered.  Each of the directors of Mid-Cities and Mid-Cities Bank set forth on
Exhibit 7.6,  which BOKF deems  critical in BOKF's good faith  judgment,  shall,
prior to or at the Closing, have entered into a non-competition agreement in the
form of Exhibit 7.6.

7.7 Neither  Mid-Cities  taken as a whole nor  Mid-Cities  Bank taken as a whole
shall have  suffered any Material  Adverse  Change (as  hereinafter  defined) in
their financial conditions,  assets, liabilities,  businesses or properties. For
purposes of this  Section 7.7  "material  adverse  change"  shall mean any event
resulting in a one-time  charge to  Mid-Cities  Bank's loan loss  reserve,  or a
reduction of Mid-Cities Bank's Tier 1 capital, of Three Hundred Thousand Dollars
($300,000)  or more  before  recording  any  entries  associated  with the Stock
Options or any Cashless  Stock Option  Exercises.  Further,  for the purposes of
this Section 7.7, an event or changes  affecting the banking industry as a whole
in the Dallas-Ft.  Worth  Metropolitan  Area shall not be considered a "material
adverse  change"  unless it affects  Mid-Cities or Mid-Cities  Bank to a greater
degree than other  similar size bank  holding  companies or banks in the Tarrant
County, Texas area.

                                 - 31 -

7.8 Holders of no more than five  percent  (5%) of the  Mid-Cities  Common Stock
shall have  dissented  under  Section 5.11 and  following of the Texas  Business
Corporation Act.

In the event any one or more of these  conditions  shall not have been fulfilled
prior to or at the  Closing,  BOKF and Park  Cities may  terminate  this  Merger
Agreement by written  notice to  Mid-Cities,  in which event neither party shall
have any further  obligation or liability to the other except the obligations of
BOKF set forth in Section 6.7 and the  obligations  of Mid-Cities and Mid-Cities
Bank set forth in Section 4.11. BOKF shall be entitled to waive  compliance with
any one or more of the conditions,  representations,  warranties or covenants in
whole or in part.

8. CONDITIONS  PRECEDENT TO CLOSING BY MID-CITIES.  The obligation of Mid-Cities
and Mid- Cities Bank to consummate and close this  transaction  are  conditioned
upon each and all of the following:

8.1 The  representations,  warranties and covenants of BOKF and Park Cities made
in  this  Merger  Agreement  shall  be  true  at  the  Closing  as  though  such
representations, warranties and covenants were also made at the Closing.

8.2 BOKF and Park Cities  shall have  performed  and  complied,  in all material
respects, with all of their obligations under this Merger Agreement which are to
be performed or complied with by them prior to or at the Closing.

8.3 BOKF shall  have  delivered  to the  Mid-Cities  an opinion of its  counsel,
Frederic  Dorwart,  Tulsa,  Oklahoma,  dated the Closing  Date,  in the form and
content of the opinion attached hereto as Exhibit 8.3.

                                 - 32 -

8.4 The Federal Reserve Board shall have approved the Merger, or issued a waiver
of approval,  in accordance  with 12 U.S.C.  Section 1842 and 12 C.F.R.  Section
225.

8.5 The shareholders of Mid-Cities shall have approved this Merger Agreement and
the  transactions   contemplated  hereby  as  required  by  the  Texas  Business
Corporations Act.

Mid-Cities  shall be  entitled to waive  compliance  with any one or more of the
conditions, representations, warranties or covenants in whole or in part. In the
event any one or more of these conditions shall not have been fulfilled prior to
or at the Closing,  Mid-Cities may terminate this Merger  Agreement by notice to
BOKF, in which event no party shall have any further  obligation or liability to
the other,  except the  obligations of BOKF set forth in Section 6.7 and Section
11 and the obligations of Mid-Cities set forth in Section 12.

9.  CLOSING.  The  Closing  ("Closing"  or "Closing  Date") of the  transactions
contemplated  by this Merger  Agreement shall take place not later than five (5)
business  days  following  the first day on which (i) BOKF and Park  Cities  can
lawfully consummate the Merger under 12 U.S.C.  Section 1842, 12 C.F.R.  Section
225 and other  applicable  laws,  rules and  regulations and (ii) Bank of Texas,
National Association and Mid-Cities Bank can merge under 12 U.S.C. Section 215a,
and 12 C.F.R. Section 5.23 and other applicable laws, rules and regulations.  In
any event,  if the Closing Date does not occur on or before August 1, 1999, then
either  BOKF or  Mid-Cities  may by notice to the other,  terminate  this Merger
Agreement, provided such notice is given on or before July 15, 1999. The Closing
shall be held at 10:00 a.m.  on the Closing  Date at the  offices of  Mid-Cities
Bank or at such other time and place as BOKF and  Mid-Cities  may agree.  At the
Closing,  BOKF, Park Cities,  Mid-Cities,  and Mid-Cities Bank shall execute and
deliver all of the documents  and take all other actions which are  contemplated
by the terms hereof.

                                 - 33 -

9.1 Without limiting the generality of Section 9 of this Merger  Agreement,  the
following actions shall be taken at the Closing concurrently. Mid-Cities shall:

9.1.1 Use  commercially  reasonable  efforts  to cause to be  delivered  to Park
Cities certificates representing the Mid- Cities Common Stock;

9.1.2  Deliver the opinion of Mid-Cities's counsel pursuant to Section 7.4; and,

9.1.3  Except as  otherwise  set forth on Exhibit  9.1.3,  cause the  employment
agreements,  plans and payments  described in Exhibit 4.15 to be terminated  and
discharged at no cost to Mid-Cities and Mid-Cities Bank.

9.2 Without limiting the generality of Section 9 of this Merger  Agreement,  the
following actions shall be taken at the Closing concurrently. BOKF shall:

9.2.1 Pay, by  corporate  check,  to each of the  holders of Mid- Cities  Common
Stock of record on the third  business  day  preceding  the Closing (the "Record
Date") the amounts to which such holders are entitled  pursuant to Section 2.7.1
or deliver  Notes in lieu  thereof as  provided  in Section  6.12;  shareholders
owning more than 25,000 shares of  Mid-Cities  Common Stock shall be entitled to
receive payment by wire transfer;  provided, however, BOKF shall not be required
to make more than seven (7) wire transfers.

                                 - 34 -

9.2.2 Deliver the opinion of BOKF's counsel pursuant to Section 8.3.

9.2.3 Cause  appropriate  evidences of the Merger to be filed in accordance with
applicable law.

10. THE ESCROW.  The Escrow  shall be  established  on the  following  terms and
conditions:

10.1 The escrow agent shall be Bank of Texas Trust Company, National Association
("Escrow Agent").

10.2 The Escrow  shall be  governed  by the  standard  form of escrow  agreement
generally in use by the Escrow Agent (the "Escrow Agreement") a copy of which is
set forth as Exhibit 10.2.

10.3 BOKF shall  deliver the Escrow  Amount to the Escrow  Agent at the Closing.
The Escrow Agent shall invest the Escrow Amount in three month  certificates  of
deposit issued by Bank of Texas,  National  Association ("BOT") on the terms and
conditions being offered by BOT to the public at the time of such investment and
shall  thereafter  renew such  certificates  of deposit upon  maturity as to the
total amount  remaining in the Escrow  after  payment of any Allowed  Claim (for
like periods and on the terms and conditions  being offered by BOT to the public
at the time of such renewal). Interest on the certificates shall be added to the
Escrow and deemed part of the Escrow Amount.

10.4 In the event BOKF claims a breach of the  representations and warranties of
Mid-Cities and Mid-Cities Bank arising under this Merger Agreement,

                                 - 35 -

BOKF  shall  give  notice  of the  claim (a  "Claim")  to  William  G. Hall (the
"Agent").  The notice shall identify the  representations  and warranties  which
BOKF claims have been  breached and describe in  reasonable  detail the basis of
the Claim.

10.5 In the event BOKF makes a Claim(s) prior to the Claim Notice Deadline,  the
Escrow Agent shall  continue to hold the Escrow  Amount  until such  Claim(s) is
resolved  by (i)  the  mutual  agreement  of  Agent  and  BOKF  or  (ii) a final
adjudication  determining  the merits of the Claim(s),  at which time the Escrow
shall terminate and the Escrow Agent shall pay (a "Claim  Payment") the Claim as
mutually agreed or finally adjudicated (an "Allowed Claim").

10.6 The Escrow shall terminate at the later of the Claim Notice Deadline or the
date on which all timely noticed  Claims have been resolved by mutual  agreement
or final  adjudication  and all Allowed Claims,  if any, shall have been paid to
BOKF.

10.7 Upon  termination of the Escrow,  the Escrow Amount remaining in the Escrow
shall be delivered to the holders of Mid-Cities  Common Stock on the Record Date
in accordance  with their  respective  interests,  including any Cashless  Stock
Option Exercises.

10.8 The rights of the holders of  Mid-Cities  Common Stock to receive  payments
from the Escrow shall not be assignable or  transferable  except by operation of
law or by intestacy or with the  approval of BOKF (which  approval  shall not be
unreasonably  withheld,  delayed,  or denied) and will not be  evidenced  by any
certificate or other evidence of ownership.

                                 - 36 -

10.9 BOKF shall pay the fees and costs of the Escrow  Agent with  respect to the
Escrow.

10.10 The Agent shall be William G. Hall. The holders of Mid-Cities Common Stock
on the Record Date may by the vote of a majority in interest  and upon notice to
BOKF change the agent.  The Agent shall not be deemed a fiduciary of the holders
of  Mid-Cities  Common  Stock and shall be liable to such holders only for gross
negligence  or  intentional  wrongdoing.   11.  MISCELLANEOUS  PROVISIONS.   The
following miscellaneous provisions shall apply to this Agreement:

11.1 All notices or advices  required or permitted to be given by or pursuant to
this Agreement, shall be given in writing. All such notices and advices shall be
(i)  delivered  personally,  (ii)  delivered  by  facsimile or delivered by U.S.
Registered or Certified Mail,  Return Receipt Requested mail, or (iii) delivered
for overnight  delivery by a nationally  recognized  overnight  courier service.
Such  notices  and  advices  shall be deemed  to have  been  given (i) the first
business  day  following  the date of delivery  if  delivered  personally  or by
facsimile,  (ii) on the third  business  day  following  the date of  mailing if
mailed by U.S. Registered or Certified Mail, Return Receipt Requested,  or (iii)
on the date of receipt if  delivered  for  overnight  delivery  by a  nationally
recognized overnight courier service. All such notices and advices and all other
communications related to this Agreement shall be given as follows:

                                 - 37 -

BOKF and Park Cities:

James A. White, Executive Vice President

BOK  FINANCIAL  CORPORATION  P.O.  Box 2300  Tulsa,  OK 74192  (918)  588-6853 -
Facsimile

                                   and

Frederic Dorwart, Secretary and General Counsel to BOK Financial Corporation Old
City Hall 124 East Fourth Street Tulsa, OK 74103 (918) 583-8251 - Facsimile

Mid-Cities, and Mid-Cities Bank:

Paul A. Rowntree  Chairman of the Board and President  Mid-Cities  National Bank
500 Grapevine Highway P.O. Box 1588 Hurst,  Texas 76053 817-485-6660 - Telephone
817-485-6756 - Facsimile

                                   and

Sanford M. Brown  Bracewell & Patterson,  L.L.P.  500 North Akard Street,  Suite
4000 Dallas, Texas 75201-3387 214-758-1093 - Telephone 214-758-1010 - Facsimile

or to such other address as the party may have furnished to the other parties in
accordance  herewith,  except  that  notice  of  change  of  addresses  shall be
effective only upon receipt.

11.2 This  Agreement  shall be subject to, and  interpreted by and in accordance
with, the laws (excluding conflict of law provisions) of the State of Texas.

                                 - 38 -

11.3 This  Agreement  is the entire  Agreement  of the  parties  respecting  the
subject  matter  hereof.  There  are no  other  agreements,  representations  or
warranties, whether oral or written, respecting the subject matter hereof.

11.4 No course of prior  dealings  involving  any of the  parties  hereto and no
usage of trade shall be relevant or advisable to interpret,  supplement, explain
or vary any of the terms of this Agreement, except as expressly provided herein.

11.5 This Agreement,  and all the provisions of this Agreement,  shall be deemed
drafted by all of the parties hereto.

11.6 This Agreement shall not be interpreted  strictly for or against any party,
but  solely in  accordance  with the fair  meaning of the  provisions  hereof to
effectuate the purposes and interest of this Agreement.

11.7 Each party  hereto has entered  into this  Agreement  based solely upon the
agreements,  representations and warranties  expressly set forth herein and upon
his  own  knowledge  and  investigation.  Neither  party  has  relied  upon  any
representation   or  warranty  of  any  other  party  hereto   except  any  such
representations or warranties as are expressly set forth herein.

11.8 Each of the persons  signing  below on behalf of a party hereto  represents
and warrants  that he or she has full  requisite  power and authority to execute
and  deliver  this  Agreement  on  behalf of the  parties  for whom he or she is
signing and to bind such party to the terms and conditions of this Agreement.

11.9 This  Agreement  may be  executed in  counterparts,  each of which shall be
deemed an original. This Agreement shall become effective only when all

                                 - 39 -

of the parties  hereto shall have executed the original or  counterpart  hereof.
This  agreement may be executed and delivered by a facsimile  transmission  of a
counterpart signature page hereof.

11.10 In any action brought by a party hereto to enforce the  obligations of any
other party hereto,  the prevailing  party shall be entitled to collect from the
opposing  party to such  action such  party's  reasonable  litigation  costs and
attorneys  fees  and  expenses  (including  court  costs,   reasonable  fees  of
accountants and experts, and other expenses incidental to the litigation).

11.11 This Agreement shall be binding upon and shall inure to the benefit of the
parties and their respective successors and assigns.

11.12  This  is not a third  party  beneficiary  contract  except  as  otherwise
expressly  stated  herein.  No person or entity other than a party  signing this
Agreement  shall  have any  rights  under  this  Agreement  except as  otherwise
expressly stated herein.


11.13  This  Agreement  may be  amended  or  modified  only in a  writing  which
specifically references this Agreement.

11.14     This Agreement may not be assigned by any party hereto.

11.15 A party to this  Agreement  may decide or fail to  require  full or timely
performance  of any  obligation  arising under this  Agreement.  The decision or
failure  of a  party  hereto  to  require  full  or  timely  performance  of any
obligation  arising  under this  Agreement  (whether on a single  occasion or on
multiple occasions) shall not be deemed a waiver of any such obligation. No such
decisions or failures shall give rise to any claim of estoppel, laches,

                                 - 40 -

course of dealing,  amendment of this  Agreement by course of dealing,  or other
defense of any nature to any obligation arising hereunder.

11.16 The  repudiation,  breach,  or failure to perform any  obligation  arising
under this Agreement by a party after reasonable  notice thereof shall be deemed
a repudiation,  breach,  and failure to perform all of such party's  obligations
arising under this Agreement.

11.17 Time is of the essence with respect to each obligation  arising under this
Agreement.  The failure to timely perform an obligation  arising hereunder shall
be deemed a failure to perform the obligation.

11.18 All actions taken and  documents  delivered at the Closing shall be deemed
to have been taken and  executed  simultaneously  and no action  shall be deemed
taken nor any document delivered until all have been taken and delivered.

11.19 Any information delivered by way of exhibit or schedule in connection with
this agreement shall be deemed delivered for the purpose of any other exhibit or
schedule which calls for such information.

Dated and effective the date first set forth above.

MID-CITIES BANCSHARES, INC., a Texas Corporation

By      /s/ William G. Hall
       ------------------------------------- 
       William G. Hall, President

MID-CITIES NATIONAL BANK, a national banking association

By       /s/ William G. Hall 
        -------------------------------------
        William G. Hall, Vice Chairman

                                 - 41 -

BOK FINANCIAL CORPORATION

By       /s/ Stanley A. Lybarger
         -------------------------------------
         

PARK CITIES BANCSHARES, INC., a Texas Corporation

By   /s/ C. Fred Ball, Jr.
     -------------------------------------

                                 - 42 -

                               EXHIBIT 4.3
                                   TO
                            MERGER AGREEMENT

                              Subsidiaries

                                  None

                                 - 43 -

                              EXHIBIT 4.6.3
                                   TO
                            MERGER AGREEMENT

                          Material Liabilities

                                  None

                                 - 44 -

                               EXHIBIT 4.7
                                   TO
                            MERGER AGREEMENT

             Conduct of Business Prior to Closing Exceptions

                                  None

                                 - 45 -

                               EXHIBIT 4.9
                                   to
                            MERGER AGREEMENT

Section 4.9.1

None, except, the following:

Space Lease

Mid Cities Bank leases 13,162 square feet of office space in the Mid-Cities Bank
Building located at 500 Grapevine Hwy., Hurst, Texas. The terms of the operating
lease are:





   Lease Expiration Date
March 31, 2001


                  Annual Base Rent
 $  299,435


                  Escalation Billed for 1998
     74,659


                  Total Lease Billed for 1998
 $  374,094


The Base Rent remains the same until the lease expiration date of Mach 31, 2001.
Escalation increases are based on Mid Cities Bank's share of the annual expenses
incurred by the building.

Data Processing Services

Mid Cities Bank has a contract  with Fiserv - Houston  for data  processing  and
item  processing   services.   The  product  that  the  Bank  uses  is  Fiserv's
CustomerFile  system.  The contract expires on September 15, 2001. A copy of the
data processing contract, as amended, has been provided to BOKF.

FiSi Madison Club Account Services

Mid Cities Bank has contracted with FiSi Madison to provide Club deposit account
services for all Premier and Premier Plus account customers. Mid-Cities Bank has
provided a copy of the agreement with FiSi Madison to BOKF. The Agreement may be
canceled at any time by giving a 120 day notice of termination.

Check Printing  -  Deluxe

Mid Cities Bank has  contracted  with  Deluxe,  Inc. to provide  check  printing
services  to the Bank.  Mid  Cities  Bank has  provided  BOKF with a copy of the
agreement.

Section 4.9.2 None; except the following:

Mid-Cities Bank has requested additional  information  concerning the Escalation
billed for 1998 by the landlord.  Mid-Cities  has notified the landlord that the
Bank will continue to pay at the original  escalation rate  established for 1998
until the landlord  provides adequate evidence of costs related to the operation
of the building and the  computation  of Mid-Cities  Bank's share of such costs.
Mid-Cities  Bank has accrued a payable in the amount  billed by the landlord for
the increased escalation of 1998.

                                 - 46 -

                              EXHIBIT 4.10
                                   TO
                            MERGER AGREEMENT

                           Pending Litigation

None, except Mid-Cities Bank is party to the following matter:

Cause no.  348-176164-98,  Williams Chrysler  Plymouth,  Inc. dba Roger Williams
Chrysler  Plymouth  Dodge v. Andy Joe Winters,  C&D  Automotive  Service,  James
Michael Davis, Pete Calady, and Mid-Cities National Bank.

This is an action  brought by the  Plaintiff  asserting an interest in inventory
which  was  owned by C&D  Automotive  Services  and  which is  currently  in the
possession of Mid-Cities National Bank.  Plaintiff's  Original Petition does not
allege any specific  dollar amount,  but merely alleges damages in excess of the
minimum jurisdictional limits of the Court.

C&D  Automotive  furnished to the Plaintiff  through Andy Winters  various model
cars  to be sold by the  Plaintiff  at its  dealership  and at Auto  Races.  Mr.
Winters was an employee of the Plaintiff and Mr. Winters, it is alleged,  forged
the  signature  on  some  checks  paid  to C&D  Automotive.  Mid-Cities  Bank is
asserting a lien on the inventory of C&D Automotive.  This litigation arose when
the Plaintiff  stopped payment on a $72,000.00 check which had been deposited by
C&D Automotive  into its account with  Mid-Cities  National Bank thereby causing
C&D's account to be overdrawn in the approximate sum of $52,000.  As of the date
hereof,  all parties are  represented by attorneys and the attorneys are working
toward an  agreement  to sell the  inventory  with the  proceeds to be placed in
escrow.

Mid-Cities  Bank has  recorded  a reserve of  $30,000  related  to this  matter.
Further,  Mid-Cities  Bank has a legal  reserve  of $5,000 for  attorney's  fees
related to this matter.

                                 - 47 -

                              EXHIBIT 4.11
                                   TO
                            MERGER AGREEMENT

                             Brokerage Fees

None;  except,  a fee due  SAMCO  Capital  Markets  equal to the sum of (i) five
percent  (5%)  of the  first  One  Million  Dollars  ($1,000,000)  of  the  Cash
Consideration,  (ii)  four  percent  (4%)  of the  second  One  Million  Dollars
($1,000,000)  of the Cash  Consideration,  (iii) three percent (3%) of the third
One Million  Dollars  ($1,000,000) of the Cash  Consideration,  (iv) two percent
(2%) of the fourth One Million Dollars  ($1,000,000) of the Cash  Consideration,
and (v) one  percent  (1%) of all of the Cash  Consideration  in  excess of Four
Million Dollars ($4,000,000).

                                 - 48 -

                              EXHIBIT 4.15
                                   TO
                            MERGER AGREEMENT

                  Employee Contracts and Benefit Plans

Auto Allowances

Mid-Cities  Pays  Chris  Strittmatter  $500  per  month  as  an  auto  allowance
Mid-Cities reimburses Steve Ewing his direct auto expenses for gas and repairs

Mid-Cities Bank has committed to pay the following incentives:

M. Chris  Strittmatter - 10% of real estate loan interim commitment fees charged
on loans  made by him.  Such  amount  is  accrued  through  the year and paid in
January of the following year.

All loan  officers  (other than Paul  Rowntree  and Vikki Pier) are  eligible to
receive 5% of credit life premiums collected on loans that he or she makes.

Mid-Cities  Bank has an incentive  program titled the "Bone Loan." Loan officers
(other than Paul Rowntree and Vikki Pier) that make a qualified  "Bone Loan" are
paid .25% of the principal amount of such loan.  Payments are made at the end of
the year.

Mid-Cities Bank has the following employee benefits plans:

Health/Dental/Life Insurance

Mid-Cities Bank has arranged for health insurance for eligible employees through
Aetna and for dental and life insurance  through  Guarantee  Life. The insurance
rate  commitment is through April 1, 1999.  The Bank has not renewed or extended
these policies as of the date hereof.  Information related to health, dental and
life insurance has been provided to BOKF.

Other Benefits

Other  employee  benefits,  such as sick and vacation time, are described in the
Employee Handbook that has been provided to BOKF.

401(k) Plan

Mid-Cities  Bank has a 401(k)  plan that  does  allow  for  additional  employer
discretionary  contribution;  Mid-Cities has made contribution match of up to 7%
of an eligible employee's salary in 1996, 1997 and 1998. Mid-Cities anticipates

                                 - 49 -

making a similar contribution before Closing of the Merger.  Mid-Cities Bank has
not  made  and  does  not  anticipate   making  any   additional   discretionary
(non-matching) contributions to the Plan.

                                 - 50 -

                              EXHIBIT 4.16
                                   TO
                            MERGER AGREEMENT

                             ADA Exceptions

Mid-Cities  Bank leases space from the Mid-Cities  Bank Building.  This Building
was built in 1981,  prior to the  enactment of the Americans  with  Disabilities
Act. Since that date, the Bank and/or Building have not completed  remodeling of
the sort that would  require the Bank or the  Building  to come into  compliance
with the ADA's requirements. Mid-Cities Bank has not discussed with the landlord
as to  whether  the  entrances,  elevators  and  guest  baths  comply  with ADA.
Mid-Cities  Bank has not  reviewed  compliance  with ADA that might be  required
should the Bank remodel the Drive-thru facility.  The lease between the Bank and
the Building was prepared before the ADA was enacted and,  therefore,  is silent
with respect to which party is responsible for the cost of ADA  compliance.  The
Bank  anticipates that the landlord will expect the Bank to share in the cost of
any ADA compliance.

                                 - 51 -

                              EXHIBIT 6.3.7
                                   TO
                            MERGER AGREEMENT

                         Compensation Exceptions

Mid-Cities Bank has paid 1998 bonuses and had implemented 1999 salary increases.
Mid-Cities  Bank has  provided  BOKF with a listing of 1998 bonus  payments  and
concurrent 1999 salaries in place.

                                 - 52 -

                               EXHIBIT 6.4
                                   TO
                            MERGER AGREEMENT

                         Principal Shareholders

The  following  persons  comprise  the  Board of  Directors  of  Mid-Cities  and
Mid-Cities Bank:


          Name                               Shares


        Paul A. Rowntree                     267,922


        William G. Hall                       96,925


        Vikki L. Pier                         62,096


        Lois Taylor                           54,492


        Dr. L.L. Golden                       31,384


        William P. Martin                     25,384


        Greg Regian                           10,000


        Dr. J.P. Jones                         6,000


        Russell Johnson                        3,129


        Yale Lary                              1,000


        Louis Miller                           1,000


        Total owned by Directors             559,332






        Total Shares Currently Outstanding   764,421


        Percentage of Total                       73.2%


                                 - 53 -

                               EXHIBIT 6.8
                                   TO
                            MERGER AGREEMENT

                          Employment Agreements

                   Rowntree Agreement Attached Hereto

                     Pier Agreement Attached Hereto

                                 - 54 -

                               EXHIBIT 7.4
                                   TO
                            MERGER AGREEMENT

                      Mid-Cities Counsel's Opinion

[To be  prepared  by the mutual  agreement  of  counsel  to BOKF and  counsel to
Mid-Cities]

                                 - 55 -

                               EXHIBIT 7.6
                                   TO
                            MERGER AGREEMENT

                        Non-Competition Agreement

Rowntree Agreement attached as prior Exhibit.

Pier Agreement attached as prior Exhibit.

Directors to provide a non-compete agreement:

Paul A. Rowntree in the form included in the Rowntree Employment Agreement

William G. Hall in the form attached

Vikki L. Pier in the form attached

Lois Taylor in the form attached

Directors  that  Rowntree,  Hall and Pier will use best  efforts  to cause  such
directors to sign a non-compete agreement in the form attached:

Dr. L.L. Golden

William P. Martin

Greg Regian

Dr. J.P. Jones

Russell Johnson

Yale Lary

Louis Miller

                                 - 56 -

                               EXHIBIT 7.6
                                   TO
                            MERGER AGREEMENT

                        AGREEMENT NOT TO COMPETE

This   Agreement  Not  to  Compete   ("Agreement")   is  made  effective  as  of
_____________, 199___ (the "Effective Date") between:

(i) _____________________ ("Principal"); and,

                (ii) BOK Financial Corporation ("BOKF").

In consideration of the mutual covenants contained herein, the adequacy of which
is hereby  expressly  acknowledged,  and  intending to be legally  bound hereby,
Principal and BOKF agree as follows:

(1)  PURPOSE OF THIS  AGREEMENT  NOT TO COMPETE.  Principal  is a key officer or
director and shareholder of Mid-Cities  and/or Mid-Cities Bank. The shareholders
of  Mid-Cities  and  Mid-Cities  Bank and BOKF  are  contemporaneously  herewith
entering into that certain Merger Agreement dated effective as of February, 1999
to which reference is hereby made (the "Merger Agreement"). The Merger Agreement
constitutes  the  sale  of  the  goodwill  of the  business  of  Mid-Cities  and
Mid-Cities Bank to BOKF.  Principal  acknowledges  that competition by Principal
with BOKF would damage the goodwill being sold by Principal. The purpose of this
agreement is to set forth the terms and conditions on which Principal agrees not
to compete with BOKF. The defined terms set forth herein shall have the meanings
set forth in the Merger Agreement.

(2)  Principal  hereby  agrees  that,  from and after the  Closing  for one year
following the Closing, Principal shall not directly or indirectly (whether as an
officer,  director,  employee,  partner,  stockholder,   creditor  or  agent  or
representative  of other persons or entities or in any other  manner)  engage in
the banking business in Dallas or Tarrant Counties.

(3) Paragraph 2 hereof shall not apply to any investment by the Principal in any
widely-held  class of  securities  of any  banking  business,  which  investment
comprises less than 5% of the total number of shares of that class of securities
outstanding.

(4) Principal agrees that:

(1) This  Agreement is entered into in connection  with the sale of the goodwill
of Mid-Cities and Mid-Cities Bank.

(2) The restrictions  imposed by this Agreement  (particularly  the geographical
and time restrictions) are fair, reasonable and necessary

                                 - 57 -

to protect the goodwill of Mid-Cities and Mid-Cities Bank which is being sold to
BOKF.

(3) Any remedy at law for any breach of this Agreement  would be inadequate and,
in the  event of any such  breach,  BOKF  shall be  entitled  to  immediate  and
permanent  injunctive  relief to preclude  any such  breach (in  addition to any
remedies  at law to  which  BOKF  may be  entitled)  without  any  necessity  of
establishing irreparable injury or posting bond or security therefore.

(4) Without  limiting the generality of the  obligations  imposed by Paragraph 2
hereof, Principal agrees that the Principal shall not solicit
persons or entities who are  customers or clients of Mid-Cities  and  Mid-Cities
Bank at the date hereof or solicit employees of Mid-Cities or Mid-Cities Bank to
seek  employment  with any person or entity  except  BOKF and its  subsidiaries,
whether,  in either case,  such  solicitation is made within or without the area
described in Paragraph 2 hereof.

(5) Principal represents that Principal is entering into this Agreement in order
to  induce  BOKF  to  enter  into  and  consummate  the  Merger   Agreement  and
acknowledges that the consideration  received in the Merger is full and adequate
consideration for the promises of Principal made herein.

(5) MISCELLANEOUS.  The following  miscellaneous  provisions shall apply to this
Agreement:

(1) This  Agreement  shall be subject to, and  interpreted  by and in accordance
with, the laws of the State of Texas  (excluding the conflicts of law provisions
thereof).

(2) This Agreement is the entire agreement of the parties respecting the subject
matter  hereof.  There  are  no  other  agreements,  whether  oral  or  written,
respecting the subject matter hereof.

(3) This  Agreement  may be  executed  in  counterparts,  each of which shall be
deemed an original.  This Agreement shall become  effective only when all of the
parties  hereto shall have executed the original or a counterpart  hereof.  This
Agreement may be delivered by facsimile  transmission of an executed original or
counterpart hereof.

(4) In any action  brought by a party hereto to enforce the  obligations  of any
other party hereto,  the prevailing  party shall be entitled to collect from the
opposing parties to such action such party's reasonable attorneys fees and costs
(including  court costs,  reasonable fees of accountants and experts,  and other
expenses incidental to the action).

                                 - 58 -

(5) This is not a third party  beneficiary  contract.  No person or entity other
than an express party hereto shall have any rights hereunder.

(6) This  Agreement  shall be  binding  upon the  parties  and their  respective
successors  and assigns.  The rights of the parties under this Agreement may not
be assigned without the prior written consent of the parties hereto.

By ---------------------------------

BOK FINANCIAL CORPORATION

By --------------------------------

                                 - 59 -

                               EXHIBIT 8.3
                                   TO
                            MERGER AGREEMENT

                         BOKF Counsel's Opinion

[To be  prepared  by the mutual  agreement  of  counsel  to BOKF and  counsel to
Mid-Cities]

                                 - 60 -

                              EXHIBIT 9.1.3
                                   TO
                            MERGER AGREEMENT

                     EMPLOYMENT AGREEMENT EXCEPTIONS

                                  None

                                 - 61 -

