


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

                          ACQUISITION DOCUMENT
                          ====================
        (CASH PURCHASE AND TRIPARTITE REVERSE MERGER TRANSACTION)

                                  ****

                            MERGER AGREEMENT

                                  AMONG

                       BOK FINANCIAL CORPORATION,

                      PARK CITIES BANCSHARES, INC.,

                         PC INTERIM STATE BANK,

                        SWISS AVENUE STATE BANK,

                                   AND

                          CERTAIN SHAREHOLDERS
                                   OF
                            SWISS AVENUE BANK

                                 * * * *

                    AGREEMENT DATE OF MARCH 4, 1999

                                  INDEX
                                   TO
                            MERGER AGREEMENT


               SECTION                                           PAGE






1.    Purpose of this Merger Agreement .                    1


2.    Organization of Park Cities. .                        2


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


4.    Effect of the Merger. . .
      5


5.    Representations and Warranties of Swiss Avenue . .    5


6.   Representations and Warranties of BOKF .               14


7.    Covenants . . . . . . . .                             16


8.   Conditions Precedent to Closing by BOKF and Park Cities . . 27


9.    Conditions Precedent to Closing by Swiss Avenue. .         29


10.   Closing . . . . . . . . .                                  30


11.   Escrow. . . . . . . . . .                                  32


12.   Miscellaneous Provisions.                                  34


         EXHIBIT CAPTION
 EXHIBIT NUMBER


      Principal Shareholders
         1.3


      Subsidiaries
         5.3


      Material Liabilities
         5.6.3


      Conduct of Business Prior to Closing Exceptions
         5.7


      Contracts and Commitments
         5.9


      Litigation
         5.10


      Brokers and Commissions
         5.11


      Employee Contracts and Benefit Plans
         5.15


      Compensation Exceptions
         7.3.7


      Schieffer Agreement
         7.8


      Letter Agreements With Senior Officers
         7.13


      Swiss Avenue Counsel's Opinion
         8.4


      Non-Competition Agreement
         8.6


      BOKF Counsel's Opinion
         9.3


      Employment Agreement Exception
        10.1.3


MERGER AGREEMENT

This merger agreement  ("Merger  Agreement") is made as of March 4, 1999 (the
"Agreement Date") among:

(i) Swiss Avenue State Bank ("Swiss Avenue Bank");

(ii) The  shareholders  of Swiss  Avenue  set forth in Exhibit  1.3  ("Principal
Shareholders");

(iii) PC Interim State Bank ("PC");

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

(v) 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,
Swiss Avenue  Bank,  Principal  Shareholders,  PC, BOKF and Park Cities agree as
follows:

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

1.1 Swiss  Avenue Bank is a bank  organized in  accordance  with the laws of the
State of Texas and subject to regulation by the Texas Banking Department and the
Federal Deposit Insurance Corporation.  The issued and outstanding capital stock
of Swiss  Avenue Bank  consists  solely of a single  class of 214,631  shares of
common stock of a par value of $8.00 per share ("Swiss  Avenue Common Stock") of
which  214,631  shares are issued and  outstanding  at the Agreement  Date.  The
Common  Stock of Swiss Avenue Bank issued and  outstanding  as of the Closing is
hereafter called the "Swiss Avenue 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  1,193.034  shares of common  stock,  par value of $5.00 per
share (the "Park Cities Shares").

1.3 The  Principal  Shareholders  set forth on Exhibit 1.3 own not less than and
sixty percent (60%) of the Swiss Avenue Common
Stock.

1.4 The  purpose  of  this  Merger  Agreement  is to set  forth  the  terms  and
conditions  on which (i) PC shall be formed  and (ii) Swiss  Avenue  Bank and PC
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.

1.5 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").

1.6 PC shall be an interim  state bank  organized by Park Cities for the purpose
of facilitating the transaction  contemplated by this Merger Agreement  pursuant
to 7 T.A.C. Section 15.23, as hereafter provided.

2.  ORGANIZATION OF PC. Prior to the Closing (as hereafter  defined) Park Cities
shall  organize  PC  as an  interim  state  bank  on  the  following  terms  and
conditions:

2.1 Park  Cities  shall cause PC to be  organized  in  accordance  with 7 T.A.C.
Section 15.23.

2.2 Park Cities shall own all of the issued and outstanding capital stock of PC.

2.3 PC shall be organized  solely to facilitate the transaction  contemplated by
this Merger Agreement.

2.4 Park Cities shall cause PC to execute and deliver  this Merger  Agreement at
such time as PC may enter into legally valid  agreements  in  accordance  with 7
T.A.C. Section 15.23.

3. THE MERGER. On the terms and conditions  hereafter stated, PC shall be merged
into Swiss Avenue Bank on the following terms and  conditions:  3.1 Swiss Avenue
Bank shall be the receiving corporation ("Surviving Corporation").

3.2 The  Articles of  Association  of Swiss Avenue Bank shall be the Articles of
Association of the Surviving Corporation until changed as provided by law.

3.3 The  Bylaws  of Swiss  Avenue  Bank  shall be the  Bylaws  of the  Surviving
Corporation until changed as provided by law.

3.4 The  officers of Swiss  Avenue Bank shall be the  officers of the  Surviving
Corporation, until changed as provided by law.

3.5 The  directors of Swiss Avenue Bank shall be the  directors of the Surviving
Corporation  until  changed as provided by law;  provided,  however,  Stanley A.
Lybarger,  C. Fred Ball,  Jr.,  and Tom E. Turner shall also be directors of the
Surviving Corporation.

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

3.7 Each share of Swiss Avenue Common Stock shall,  subject to the provisions of
7 T.A.C.  Section  15.23 and 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:

3.7.1 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 Swiss Avenue Common Stock; and,

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

3.8  The  Cash   Consideration   shall  equal  (i)  Thirty-Two  Million  Dollars
($32,000,000)  less  (ii) the  Transaction  Costs  (as  hereafter  defined)  The
Transaction Costs are all accounting,  brokerage,  commission,  and legal costs,
arising  or  resulting  from,  the   negotiation,   execution,   delivery,   and
consummation of this Agreement incurred by Swiss Avenue Bank in excess of Thirty
Thousand Dollars ($30,000).

3.9       The Escrow Amount shall be Five Hundred Thousand Dollars ($500,000).

3.10  Notwithstanding  the  provisions  of Section 3.7, all holders of shares of
Swiss Avenue Bank Common Stock electing to dissent to the Merger pursuant to the
provisions  of 7 T.A.C.  Section 110 and the Section  5.11 and  following of the
Texas  Business  Corporation  Act shall have only those rights set forth in said
sections.

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

4.1 The corporate franchise,  existence,  rights and liabilities of Swiss Avenue
Bank shall continue unaffected and unimpaired.

4.2 The corporate  franchise,  existence,  rights and liabilities of PC shall be
merged into Swiss Avenue Bank and the separate existence of PC shall cease.

4.3 Swiss  Avenue Bank shall have and be vested with all of the rights,  powers,
assets, property, liabilities and obligations of PC.

5. REPRESENTATIONS AND WARRANTIES OF SWISS AVENUE BANK. Swiss Avenue Bank hereby
represents and warrants to BOKF and Park Cities that:

5.1  INCORPORATION  AND  CORPORATE  POWER.  Swiss  Avenue  Bank  is a bank  duly
organized,  validly existing and in good standing under the laws of the State of
Texas. Swiss Avenue 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.  Swiss Avenue 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 Texas Finance
Code, the Texas Business  Corporation 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.

5.2       CAPITAL.

5.2.1 The Principal Shareholders are the record and beneficial owners of (i) not
less than sixty percent (60%) of the Swiss Avenue Common Stock. The Swiss Avenue
Common

Stock is and at the Closing  will be all of the issued and  outstanding  capital
stock of Swiss  Avenue  Bank.  No person  or  entity  has any right or option to
acquire any capital stock of Swiss  Avenue.  The Swiss Avenue Common Stock shall
consist at the Closing of no more than 214,631 shares.

5.3  CAPITALIZATION  OF SWISS AVENUE BANK. The Swiss Avenue Bank Common Stock is
validly  issued and  outstanding,  fully paid and  non-assessable.  There are no
outstanding  subscriptions,  conversion privileges,  calls, warrants, options or
agreements  obligating  Swiss  Avenue  Bank to issue,  sell or dispose of, or to
purchase,  redeem or  otherwise  acquire  any shares of  capital  stock of Swiss
Avenue Bank  (collectively,  "options  and  rights").  None of the Swiss  Avenue
Common  Stock has been  issued or  disposed of in  violation  of any  preemptive
rights of any  shareholder  nor in  violation  of any  agreement  to which Swiss
Avenue Bank was or is a party.  Swiss Avenue Bank has no  subsidiaries  and does
not own,  nor have the right or  obligation  to  acquire,  any  shares of equity
securities of any corporation. except as set forth in Exhibit 5.3.

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

5.5       FINANCIAL STATEMENTS. Swiss Avenue Bank 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"):

5.5.1    Financial Statements (Audited), December 31, 1996, 1997, and 1998;

5.5.2 Year to Date Monthly Financial  Statement  (Unaudited) for the most recent
month as is available as of the Closing.

The  Financial  Statements  described in Section 5.5.1 (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
Statement  described in Sections 5.5.2 fairly  reflects the financial  condition
and  results of  operations  for the  period  indicated,  subject to  immaterial
year-end adjustments and the omission of footnotes.

5.6  MATERIAL  LIABILITIES.  Swiss  Avenue  Bank  has  no  material  liabilities
(including,  but not limited to, whether  similar or dissimilar,  liabilities or
obligations for taxes, whether due or to become due) except:

5.6.1 Those fully reflected or reserved against, or otherwise disclosed,  in the
Financial Statements;

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

5.6.3 Those specifically disclosed in Exhibit 5.6.3 to this Merger Agreement.

5.7 CONDUCT OF BUSINESS PRIOR TO CLOSING. Except as set forth in Exhibit 5.7,

since  December 31, 1998, and until the Closing of this  transaction,  (A) Swiss
Avenue 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:  5.7.1  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;

5.7.2 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 Swiss Avenue Bank consistent with past practices;

5.7.3 Suffer any material  adverse change in the financial  conditions,  assets,
liabilities, business or property of Swiss Avenue Bank taken as a whole; and,

5.7.4 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).

5.8 TAX  RETURNS/REPORTS.  Swiss  Avenue Bank has duly filed all tax reports and
returns required to be filed by it and has duly paid 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. Swiss Avenue Bank has 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 Swiss Avenue Bank
taken as a whole.  No payment of any kind made to any  employee of Swiss  Avenue
Bank is or will be an excess  parachute  payment in respect of the Merger within
the meaning of Section 280G of the Internal Revenue Code.

5.9       CONTRACTS AND COMMITMENTS.

5.9.1 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 Swiss Avenue Bank which are material to the business,  operations or
financial  condition  of Swiss  Avenue  Bank as of this  date,  is set  forth on
Exhibit  5.9.  For the  purpose of  Exhibit  5.9,  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.

5.9.2 Except as set forth on Exhibit 5.9,  Swiss Avenue Bank has in all material
respects  performed  and is performing  all  contractual  and other  obligations
required to be performed by them.

5.10 LITIGATION.  Except as set forth in Exhibit 5.10, there is not pending, or,
to the knowledge and belief of Swiss Avenue Bank threatened, any claim,

litigation,   proceeding,   order  of  any  court  or  governmental  agency,  or
governmental  investigation  or inquiry to which Swiss Avenue 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:

5.10.1 May  reasonably  result in any material  adverse  change in the financial
condition, business, prospects, assets, properties or operations of Swiss Avenue
Bank taken as a whole;

5.10.2 May reasonably involve the expenditure of more than a total of $10,000 in
legal fees and/or  allocated  employees'  salaries  or their  direct or indirect
costs; or,

5.10.3 Alleges violation of any law, rule or regulation.

5.11  BROKERAGE  FEES.  Swiss  Avenue Bank has not  incurred  nor will it 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 5.11.

5.12 REQUIRED CORPORATE ACTION. The execution, delivery and consummation of this
Merger  Agreement  will at the  time of  Closing  have  been  duly  and  validly
authorized  by the board of  directors of Swiss Avenue Bank and will at the time
of Closing have been duly and validly  authorized by the  shareholders  of Swiss
Avenue Bank in accordance  with the  requirements  of the Texas Finance Code and
all other applicable law.

5.13  AUTHORIZED  EXECUTION.  This Merger  Agreement  has been duly executed and
delivered by Principal Shareholders and
by duly authorized officers of Swiss

Avenue Bank.  This Merger  Agreement  constitutes  the legal,  valid and binding
agreement  and  obligation  of  Principal  Shareholders  and Swiss  Avenue  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.

5.14 TITLE TO ASSETS;  ENCUMBRANCES.  Swiss Avenue Bank has 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:

5.14.1 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;

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

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

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

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

5.15  EMPLOYEES.  Except as set forth on Exhibit 5.15,  none of the employees of
Swiss Avenue 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 Swiss  Avenue 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  Swiss  Avenue Bank is a party or by
which it is bound  except as  described  on Exhibit  5.15.  All plans  which are
required to comply  with the  requirements  of the  Employee  Retirement  Income
Security  Act  are  in  full  compliance  therewith  and  with  the  regulations
promulgated pursuant thereto.

5.16 ENVIRONMENTAL LAWS. The existence, use and operation of the assets of Swiss
Avenue 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 the Americans With Disabilities Act.

5.17  SURVIVAL  AND  INDEPENDENCE  OF   REPRESENTATIONS   AND  WARRANTIES.   The
representations  and  warranties  of  Swiss  Avenue  Bank  made in  this  Merger
Agreement shall survive the Closing hereof  notwithstanding any investigation or
knowledge of BOKF;  provided  BOKF or Park Cities 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").  Each of the  representations  and warranties of Swiss Avenue
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.

6.  REPRESENTATIONS  AND WARRANTIES OF BOKF. BOKF and Park Cities  represent and
warrant, jointly and severally, to Swiss Avenue Bank that:

6.1  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.

6.2 NON-VIOLATION OF OTHER AGREEMENTS. The execution and delivery of this Merger
Agreement,  and compliance with its terms and provisions by BOKF and Park Cities
and the  execution  of any  document  required  to be  executed  by BOKF or Park
Cities, will not:

6.2.1  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;

6.2.2    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,

6.2.3  Require the consent of any party to a contract  with BOKF and Park Cities
in order to keep the contract enforceable.

6.3 REQUIRED CORPORATE ACTION. The execution, delivery, and consummation of this
Merger  Agreement by BOKF and Park Cities have been duly and validly  authorized
by the  boards  of  directors  of BOKF  and  Park  Cities  and  approved  by the
shareholders  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.

6.4  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.

6.5  SURVIVAL  AND   INDEPENDENCE  OF   REPRESENTATIONS   AND  WARRANTIES.   The
representations and warranties of BOKF and Park Cities made in this Merger

Agreement shall survive the Closing hereof  notwithstanding any investigation or
knowledge of the Principal  Shareholders;  provided the  Principal  Shareholders
shall give notice to BOKF on or before the Claim Notice Deadline of any claim of
a breach of any such representations and warranties. 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.

6.6 BOKF AND PARK CITIES  INDEMNIFICATION.  BOKF and Park Cities shall indemnify
the holders of Swiss Avenue Common Stock  against,  and hold them harmless from,
all  loss,  cost  and  expense  (including  interest  at the  judgment  rate and
attorney's  fees)  arising  out of any  breach  by BOKF and Park  Cities  of any
representation or warranty made in this Merger Agreement; provided, Agent shall,
on or before  the  Claim  Notice  Deadline,  give  notice of any  breach of such
representations  and  warranties  to BOKF and Park  Cities on the  request  of a
majority in interest of such shareholders.

7.  COVENANTS.

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

7.1.1  Give BOKF,  its  employees,  counsel,  accountants  and other  authorized
representatives,  as necessary to conduct the investigation,  full access,  upon
reasonable notice to Swiss

Avenue Bank and at reasonable times without unduly  interfering with the conduct
of business by Swiss Avenue Bank throughout the period up to the Closing, to all
of the  facilities,  properties,  books,  contracts  and records of Swiss Avenue
Bank.

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

7.1.3 Furnish to BOKF during that period all additional financial, operating and
other information concerning Swiss Avenue Bank and its business affairs, as BOKF
may reasonably request and which Swiss Avenue Bank shall have available.

7.1.4 All information  provided pursuant to this Section 7.1 shall be subject to
the provisions of Section 7.7.

7.2 CONDUCT OF  BUSINESS  PRIOR TO THE  CLOSING  DATE.  From this date until the
Closing  Date,  Swiss  Avenue  Bank  shall,  except as may be first  approved in
writing by BOKF or as is  otherwise  permitted  or  contemplated  in this Merger
Agreement:

7.2.1    Maintain its corporate existence in good standing;

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

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

7.2.4    Maintain its properties (except repossessed and foreclosed

assets acquired in satisfaction of debt previously  contracted) in normal repair
and condition,  normal wear and tear and damage due to fire or other unavoidable
casualty excepted;

7.2.5 Preserve its business  organizations  intact, use their reasonable efforts
to maintain  satisfactory  relationships  with  suppliers,  customers and others
having business relations with them whose relationships it believes is desirable
to maintain, and use its 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 its  business to continue in its
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;

7.2.6  Maintain in full force and effect  insurance  comparable in amount and in
scope of coverage to that now maintained by it;

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

7.2.8  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 it in good
faith by appropriate proceedings.

7.3 SWISS AVENUE BANK  PROHIBITED  ACTIONS PRIOR TO THE CLOSING DATE.  From this
date until the Closing  Date,  Swiss  Avenue Bank shall not (except as otherwise
permitted  by this Merger  Agreement  or as  requested or approved by BOKF which
approval shall not be unreasonably withheld, delayed, or denied):

7.3.1  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:

7.3.1.1  Extensions of credit,  loans and  guarantees (i) less than Five Hundred
Thousand  Dollars  ($500,000)  per  transaction  or (ii) less  than One  Hundred
Thousand  Dollars  ($100,000)  with existing Swiss Avenue Bank customers  having
existing  credit of Five Hundred  Thousand  Dollars  ($500,000)  or more made by
Swiss Avenue Bank in the

usual and  ordinary  course  of its  banking  business,  consistent  with  prior
practices and policies;

7.3.1.2 Legal  investments by Swiss Avenue Bank in the usual and ordinary course
of its banking business consistent with prior practices and policies; and,

7.3.1.3  Borrowings  from the Federal Home Loan Bank, the Federal  Reserve Bank,
deposit liabilities,  and federal funds transactions by Swiss Avenue Bank in the
ordinary course of business consistent with past practices.

7.3.2 Make any (a) material  change,  except in the ordinary and usual course of
business,  in its  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;

7.3.3    Make any change in its Articles of Association or Bylaws;

7.3.4  Authorize any shares of its 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 its capital
stock;

7.3.5  Enter into any letter of intent or  agreement  to sell any of its 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;

7.3.6 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.

7.3.7  Except  as set  forth in  Exhibit  7.3.7,  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 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;

7.3.8 Make any material change in its banking, safe deposit or power of attorney
arrangements;

7.3.9    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;

7.3.10 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 its assets;

7.3.11 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;

7.3.12 Take any action which would prevent compliance with any of the conditions
of this Merger Agreement;

7.3.13  Increase  compensation  to any employee  except annual  increases at the
times and in amounts  consistent  with past  practices or pay any bonuses to any
employee except at the times and in amounts consistent with past practices; or,

                7.3.14   Pre-pay long term indebtedness.

7.4 VOTE FOR MERGER AND WAIVER OF RIGHT TO DISSENT.  Each Principal  Shareholder
shall vote, as a stockholder (and, if applicable, as a director) of Swiss Avenue
Bank,  for the Merger and use her or his best  efforts to cause the Merger to be
approved by the  directors and  shareholders  of Swiss Avenue Bank in accordance
with  applicable law and consummated in accordance with the terms of this Merger
Agreement.  Each Principal  Shareholder  hereby  irrevocably  waives any and all
rights to dissent to the Merger.

7.5  REGULATORY  APPROVAL.  BOKF  shall  diligently  file  and  pursue  (A)  all
regulatory  applications  required in order to consummate the Merger,  including
but not limited to the necessary applications for prior approval of the Board of
Governors of the Federal  Reserve  System,  the Office of the Comptroller of the
Currency,  and the Texas Banking  Department  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
amendments  shall be  substantially  complete when filed.  BOKF shall deliver to
Swiss  Avenue  Bank 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 Swiss
Avenue Bank on an ongoing  basis with respect to the filings and all matters and
events  related  thereto.  BOKF shall inform and make  available to Swiss Avenue
Bank 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 Swiss Avenue Bank and this
Merger  Agreement shall thereupon  terminate.  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.

7.6  CONFIDENTIALITY.  Prior to the  Closing,  BOKF shall  keep all  information
disclosed to BOKF (its employees,  counsel,  accountants,  and other  authorized
representatives)  by Swiss Avenue Bank  respecting  the  business and  financial
condition  of Swiss  Avenue  Bank  confidential  and  shall  make no use of such
information except to conduct the investigation  contemplated by Section 7.1 and
to  consummate  the  transactions  contemplated  hereby  and  shall not use such
information to obtain a competitive advantage in connection with any customer of
Swiss Avenue Bank.  In the event this Merger  Agreement  is  terminated  for any
reason  BOKF  shall (i)  return  all  copies of all  information  and  documents
obtained from Swiss Avenue Bank and Principal  Shareholders  and (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 Swiss
Avenue Bank.

7.7 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.

7.8 EMPLOYMENT AGREEMENT. Principal Shareholders shall use their best efforts to
cause Carl B. Schieffer to enter into an employment  agreement with Swiss Avenue
Bank in the form and content of Exhibit 7.8 (the "Schieffer Agreement").

7.9 SWISS  AVENUE BANK  COVENANT TO OBTAIN  APPROVALS.  Swiss  Avenue Bank 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 Swiss  Avenue  Bank.  Swiss  Avenue  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.

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

7.11 EMPLOYMENT BENEFITS.  Following the Closing, BOKF shall cause all employees
of Swiss  Avenue Bank to have the same  benefits  provided by BOKF  generally to
employees  of BOKF and its  affiliates.  Employees of Swiss Avenue Bank shall be
credited  for their  actual and  credited  service  with Swiss  Avenue  Bank for
purposes of  eligibility,  vesting and beneficial  accrual for all BOKF employee
benefit plans including the BOKF 401(k) plan; provided,  however, such employees
shall not be credited with prior service in BOKF's defined benefit pension plan.
Swiss  Avenue  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. The annual
salary  of  employees  of Swiss  Avenue  Bank as of the date of the this  Merger
Agreement  shall not be reduced  following the Closing during the period of time
commencing  at the  Closing  and ending at the opening of business on January 1,
2000.

7.12 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) one thousand (1,000) shares of Swiss Avenue Common Stock its
negotiable promissory note in usual and customary form acceptable to counsel for
Swiss  Avenue  Bank and  BOKF  (provided  such  acceptance  is not  unreasonably
withheld,  delayed  or  denied)  bearing  interest  compounded  annually  at the
Applicable  Federal  Rate (at the date of Closing  as set forth in the  Internal
Revenue Code) evidencing all, or such portion of the Cash Consideration  payable
to  such  holder  at the  Closing  as  such  person  shall  determine,  in  such
installments and with such  maturities,  not exceeding one year 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.

7.13 EMPLOYMENT OF SENIOR OFFICERS. BOKF shall, upon consummation of the Merger,
cause  Bank of Texas,  National  Association  to enter  into  letter  agreements
respecting  employment,  in the form of Exhibit 7.13, with the following  senior
officers of Swiss Avenue  Bank:  Harlan  Bilton,  Danell  Lichtenwalter,  Reggie
George, Sue Dorsey, Danny Oberst, and Shelby Martin.

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

8.1 The representations,  warranties and covenants of Swiss Avenue Bank shall be
materially  true at the Closing as though such  representations,  warranties and
covenants were also made at the Closing.

8.2 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 Texas Banking  Department  shall have approved the Merger in accordance
with Section 31.301 of the Texas Finance Code. The Office of the  Comptroller of
the Currency shall have approved the

Merger  and the  merger  of Swiss  Avenue  Bank  into  Bank of  Texas,  National
Association in accordance with 12 U.S.C.  Section 215a and 12 C.F.R.  5.33. Such
other regulatory approvals as may be required shall have been obtained.

8.3 Swiss  Avenue  Bank and  Principal  Shareholders  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.

8.4 Swiss  Avenue Bank 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 8.4.

8.5 The  shareholders  of Swiss  Avenue  Bank shall have  approved  this  Merger
Agreement  in  accordance  with the Texas  Finance  Code and the Texas  Business
Corporation Act. Swiss Avenue 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. 8.6 The Schieffer  Agreement
shall have been  executed  and  delivered.  Each  officer and  director of Swiss
Avenue Bank,  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 8.6.

8.7 Swiss  Avenue Bank taken as a whole  shall not have  suffered  any  material
adverse change in their financial conditions, assets, liabilities, businesses or
properties.

8.8 Holders of no more than five percent  (5%) of the Swiss Avenue  Common Stock
shall have dissented to the Merger.

In the event any one or more of these  conditions  shall not have been fulfilled
prior to or at the Closing,  BOKF, Park Cities, and PC may terminate this Merger
Agreement by written  notice to Swiss Avenue Bank,  in which event neither party
shall  have  any  further  obligation  or  liability  to the  other  except  the
obligations of BOKF set forth in Section 7.6 and the obligations of Swiss Avenue
Bank set forth in Section 5.11.  BOKF, Park Cities,  and PC shall be entitled to
waive  compliance  with  any  one or more  of the  conditions,  representations,
warranties or covenants in whole or in part.

9. CONDITIONS PRECEDENT TO CLOSING BY SWISS AVENUE BANK. The obligation of Swiss
Avenue Bank to consummate and close this  transaction are conditioned  upon each
and all of the following:

9.1 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.

9.2 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.

9.3 BOKF shall have  delivered  to Swiss  Avenue Bank 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 9.3.

9.4 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. The Texas Banking Department shall have approved the

Merger in accordance  with Section  31.301 of the Texas Finance Code. The Office
of the Comptroller of the Currency shall have approved the Merger and the merger
of Swiss Avenue Bank into Bank of Texas, National Association in accordance with
12 U.S.C.  Section 215a and 12 C.F.R.  5.33. Such other regulatory  approvals as
may be required shall have been obtained.

9.5 The  shareholders  of Swiss  Avenue  Bank shall have  approved  this  Merger
Agreement  and the  transactions  contemplated  hereby as  required by the Texas
Finance Code and the Texas Business Corporation Act.

Swiss Avenue Bank 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,  Swiss  Avenue  Bank  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 7.6.

10.  CLOSING.  The Closing  ("Closing"  or "Closing  Date") of the  transactions
contemplated  by this Merger  Agreement  shall take place 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 Swiss Avenue 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 July 1, 1999, then either
BOKF or Swiss  Avenue  Bank may by notice to the other,  terminate  this  Merger
Agreement,  provided  such  notice is given on or before  August  1,  1999.  The
Closing  shall be held at 10:00 a.m. on the Closing Date at the offices of Swiss
Avenue Bank or at such other time and place as BOKF and Swiss  Avenue may agree.
At the Closing,  BOKF,  Park  Cities,  PC,  Swiss  Avenue  Bank,  and  Principal
Shareholders  shall  execute and deliver all of the documents and take all other
actions which are contemplated by the terms hereof.

10.1 Without limiting the generality of Section 10 of this Merger Agreement, the
following actions shall be taken at the Closing concurrently.  Swiss Avenue Bank
shall:

10.1.1 Use  commercially  reasonable  efforts to cause to be  delivered  to Park
Cities certificates representing the Swiss Avenue Common Stock;

10.1.2  Deliver the opinion of Swiss Avenue Bank's  counsel  pursuant to Section
8.4; and,

10.1.3 Except as otherwise  set forth on Exhibit  10.1.3,  cause the  employment
agreements,  plans and payments  described in Exhibit 5.15 to be terminated  and
discharged at no cost to Swiss Avenue Bank.

10.2 Without limiting the generality of Section 10 of this Merger Agreement, the
following actions shall be taken at the Closing concurrently. BOKF, Park Cities,
or PC shall:

10.2.1 Pay, by corporate  check,  to each of the holders of Swiss Avenue  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 3.7 or
deliver Notes in lieu thereof as provided in Section 7.12.

10.2.2   Establish the Escrow.

10.2.3 Deliver the opinion of BOKF's counsel pursuant to Section 9.3.

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

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

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

11.2 The Escrow  shall be  governed  by the  standard  form of escrow  agreement
generally in use by the Escrow Agent (the "Escrow Agreement").

11.3 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.

11.4 In the event BOKF claims a breach of the  representations and warranties of
Swiss Avenue Bank arising under this Merger Agreement, BOKF shall give notice of
the claim (a  "Claim") to the Agent (as  hereafter  defined).  The notice  shall
identify the representations and warranties which BOKF claims have been breached
and describe in reasonable detail the basis of the Claim.

11.5 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").

11.6 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.

11.7 Upon  termination  of the Escrow the Escrow Amount  remaining in the Escrow
shall be  delivered  to the holders of Swiss  Avenue  Common Stock on the Record
Date in accordance with their respective interests.

11.8 The rights of the holders of Swiss Avenue 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.

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

11.10 The Agent shall be Sam Davis. The Executive Committee of Swiss Avenue Bank
on the  Record  Date may by  majority  vote and upon  notice to BOKF  change the
Agent.  The  Agent  shall  have  authority  to  act  for  and on  behalf  of the
stockholders of Swiss Avenue Bank in resolving,  whether  through  settlement or
litigation,  any Claim.  The Agent shall be reimbursed for his reasonable  costs
and expenses,  including  attorneys' fees, by the Escrow Agent out of the Escrow
Fund. The Agent

shall not be deemed a fiduciary of the holders of Swiss Avenue  Common Stock and
shall be  liable  to such  holders  only for  gross  negligence  or  intentional
wrongdoing.

12. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions shall apply
to this Agreement:

12.1 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:

BOKF and Park Cities:

James A. White, Executive Vice President BOK FINANCIAL CORPORATION P.O. Box 2300
Tulsa, OK 74192 (918) 588-6853 - Facsimile

C. Fred Ball, Jr. 7600 West Northwest Highway Dallas, Texas 75225 Attention:  C.
Fred Ball, Jr. Telephone No: (214) 706-0336 Telecopy No.: (214) 706-0350

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

Swiss Avenue Bank and Principal Shareholders:

Carl  B.  Schieffer   President  Swiss  Avenue  State  Bank  4217  Swiss  Avenue
214-824-4760 - Telephone 214-823-3918 - Facsimile

and Robert S.  Addison  Payne & Blanchard,  L.L.P.  700 North Pearl Street Suite
500, LB 393 Dallas,  TX  75201-7424  214-871-4336  -  Telephone  214-220-0439  -
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.

12.2 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.

12.3 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.

12.4 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.

12.5 This Agreement,  and all the provisions of this Agreement,  shall be deemed
drafted  by all  of  the  parties  hereto.  12.6  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.  12.7 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.

12.8 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.

12.9 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  counterpart  hereof.  This
agreement  may be  executed  and  delivered  by a  facsimile  transmission  of a
counterpart signature page hereof.

12.10 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).

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

12.12  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.

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

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

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

12.16 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.

12.17 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.

12.18 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.

Dated and effective the date first set forth above.

SWISS AVENUE STATE BANK

By   /s/ NOBLE HURLEY
     ---------------------------------------

SHAREHOLDERS OF SWISS AVENUE BANK (As Set Forth On Exhibit 1.3)

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

BOK FINANCIAL CORPORATION

By   /s/ JAMES F. ULRICH 
     ---------------------------------------

PARK CITIES BANCSHARES, INC., a Texas Corporation

By   /s/ C.F. BALL, JR. 
     ---------------------------------------

PC INTERIM STATE BANK (Dated ______________, _____, 1999)

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

                               EXHIBIT 1.3
                                   TO
                            MERGER AGREEMENT

                         Principal Shareholders

              NAME                                     # OF SHARES


          Willis I. Cottel, M.D.



          David H. Hitt   /s/ DAVID H. HITT                 5,933


          Hitt Family Trust   /s/ DAVID H. HITT             5,934


          Noble Hurley   /s/ NOBLE HURLEY                     853


          Sanford Family Trust   /s/ H. SANFORD



          Smith Marital Trust   /s/ GLORIA SMITH            30,004


          Baptist Foundation of Texas   /s/ LYNN CRAFT      84,021


          Carl B. Schieffer   /s/ CARL B. SCHIEFFER          1,920


EXHIBIT 5.3
TO
MERGER AGREEMENT

                              Subsidiaries

                                  None

                              EXHIBIT 5.6.3
                                   TO
                            MERGER AGREEMENT

                          Material Liabilities

                                  None

                               EXHIBIT 5.7
                                   TO
                            MERGER AGREEMENT

             Conduct of Business Prior to Closing Exceptions

                                  None

                               EXHIBIT 5.9
                                   TO
                            MERGER AGREEMENT

                        Contracts and Commitments

None; except as listed below:

                              EXHIBIT 5.10
                                   TO
                            MERGER AGREEMENT

                               Litigation

                                  None

                              EXHIBIT 5.11
                                   TO
                            MERGER AGREEMENT

                         Brokers and Commissions

                                  None

                              EXHIBIT 5.15
                                   TO
                            MERGER AGREEMENT

                  Employee Contracts and Benefit Plans

                                  None

Swiss  Avenue  State Bank Profit  Sharing Plan which  includes  Employee  Thrift
Contribution. It is a 401 A with a balance of $1,290,343.22.

                              EXHIBIT 7.3.7
                                   TO
                            MERGER AGREEMENT

                         Compensation Exceptions

                                  None

                               EXHIBIT 7.8
                                   TO
                            MERGER AGREEMENT

                           Schieffer Agreement

                              EXHIBIT 7.13
                                   TO
                            MERGER AGREEMENT

                 Letter Agreements With Senior Officers

                       ________________, ____ 1999

             Bank of Texas, National Association Letterhead

Dear  _________________:

As you know Swiss  Avenue  State  Bank will soon  become a member of the Bank of
Texas  group of banks.  For an  interim  period  of time  Swiss  Avenue  will be
operated as a separate  bank.  In due course,  Swiss  Avenue will be merged into
Bank of Texas.

I  want  to  welcome  you,  as a  key  member  of  Swiss  Avenue  Bank,  to  our
organization. We are confident you will enjoy and prosper as part of the Bank of
Texas team.

Officers  within  the Bank of Texas  group  of  banks  generally  serve at will;
however, because of the transition,  we think it advisable that we each agree to
a one year employment  agreement.  Bank of Texas will cause your employment with
Swiss Avenue Bank to be continued  for this one year period;  after the one year
period,  your  employment  will  continue  with  Swiss  Avenue (or Bank of Texas
following the merger) on the usual basis.

Your annual salary will remain the same. Salary reviews, incentive compensation,
and other benefits will be transitioned  from Swiss Avenue Bank to those of Bank
of Texas.  In exchange for our one year  commitment,  we ask you to commit to us
for the  same  one  year  period.  If you are  willing  to make  this  one  year
commitment  with us,  please  indicate  your  acceptance  of this  commitment by
signing and returning a copy of this letter to us.

Again, welcome to Bank of Texas. I look forward to a good and long relationship.
Please let me know if you have any questions.

                               EXHIBIT 8.4
                                   TO
                            MERGER AGREEMENT

                   Swiss Avenue Bank Counsel's Opinion

       [To be prepared by mutual agreement of counsel to BOKF and
                     counsel to Swiss Avenue Bank.]

                               EXHIBIT 8.6
                                   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 Swiss Avenue Bank.  BOKF and the  shareholders  of
Swiss  Avenue Bank are  contemporaneously  herewith  entering  into that certain
Merger Agreement dated effective as of  ______________,  1998 to which reference
is hereby made (the "Merger  Agreement").  The Merger Agreement  constitutes the
sale of the  goodwill of the  business of Swiss  Avenue 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 the Dallas-Ft.  Worth Metropolitan Area or in any county
contiguous  thereto or in such other area where Swiss Avenue Bank has heretofore
regularly conducted business or maintained an office.

(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:

(a) This  Agreement is entered into in connection  with the sale of the goodwill
of Swiss Avenue Bank.

(b) The restrictions  imposed by this Agreement  (particularly  the geographical
and time  restrictions)  are fair,  reasonable  and  necessary  to  protect  the
goodwill of Swiss Avenue Bank which is being sold to BOKF.

(c) 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.

(d) 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 Swiss Avenue Bank at the date hereof or
solicit  employees  of Swiss Avenue 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.

(e) 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:

(a) 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).

(b) 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.

(c) 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.

(d) 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).

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

(f) 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 -----------------------------------

                               EXHIBIT 9.3
                                   TO
                            MERGER AGREEMENT

                         BOKF Counsel's Opinion

[To be  prepared  by mutual  agreement  of counsel to BOKF and  counsel to Swiss
Avenue Bank.]

                             EXHIBIT 10.1.3
                                   TO
                            MERGER AGREEMENT

                     EMPLOYMENT AGREEMENT EXCEPTIONS

                                  None

