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<CONFORMED-NAME>BOK FINANCIAL CORP ET AL
<CIK>0000875357
<ASSIGNED-SIC>6021
<IRS-NUMBER>731373454
<STATE-OF-INCORPORATION>OK
<FISCAL-YEAR-END>1231
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<STREET1>BANK OF OKLAHOMA TOWER
<STREET2>PO BOX 2300
<CITY>TULSA
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<ZIP>74192
<PHONE>9185886416
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<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-K FOR YEAR ENDED 12/31/00
<TEXT>


     As filed with the Securities and Exchange Commission on March 28, 2001
 ===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

     For the Fiscal Year ended December 31, 2000 Commission File No. 0-19341

                            BOK FINANCIAL CORPORATION

            Incorporated in the State I.R.S. Employer Identification
                            of Oklahoma No.73-1373454

                             Bank of Oklahoma Tower
                                  P.O. Box 2300
                              Tulsa, Oklahoma 74192

                         Registrant's Telephone Number,
                       Including Area Code (918) 588-6000

                 SECURITIES REGISTERED PURSUANT TO SECTION 12(b)
                               OF THE ACT: (NONE)

                 SECURITIES REGISTERED PURSUANT TO SECTION 12(g)
                                   OF THE ACT:
                        COMMON STOCK ($.00006 Par Value)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-X is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     State the aggregate market value of the voting stock held by non-affiliates
of the Registrant: $153,517,903 as of February 28, 2001.

     Indicate  the  number of  shares  outstanding  of each of the  Registrant's
classes of common stock, as of the latest practicable date: 49,297,009 shares of
common stock ($.00006 par value) as of the start of business on March 1, 2001.

     List hereunder the following documents if incorporated by reference and the
part of Form 10-K in which the document is incorporated:

     Part I - Annual Report to  Shareholders  For Fiscal Year Ended December 31,
          2000   (designated   portions   only)
     Part II - Annual Report to Shareholders  For Fiscal Year Ended December 31,
          2000 (designated portions only)
     Part III - Proxy Statement for Annual Meeting of Shareholders scheduled for
          April 24, 2001 (designated portions only)
     Part IV - Annual Report to Shareholders  For Fiscal Year Ended December 31,
          2000 (designated portions only)

================================================================================
<PAGE>


                            BOK FINANCIAL CORPORATION
                             FORM 10-K ANNUAL REPORT

                                      INDEX

ITEM                                                                       PAGE

                                     PART I

1.  Business                                                                  3

2.  Properties                                                                5

3.  Legal Proceedings                                                         5

4.  Submission of Matters to a Vote of Security Holders                       5


                                     PART II

5.  Market for Registrant's Common Equity and Related Stockholder Matters     5

6.  Selected Financial Data                                                   6

7.  Management's Discussion and Analysis of Financial Condition and           6
    Results of Operations

7A. Quantitative and Qualitative Disclosures About Market Risk                6

8.  Financial Statements and Supplementary Data                               6

9.  Changes in and Disagreements with Accountants on Accounting and           6
    Financial Disclosure

                                    PART III

10. Directors and Executive Officers of the Registrant                        6

11. Executive Compensation                                                    6

12. Security Ownership of Certain Beneficial Owners and Management            7

13. Certain Relationships and Related Transactions                            7


                                     PART IV

14. Exhibits, Financial Statement Schedules and Reports on Form 8-K      7 - 12

    Signatures                                                               13



                                     PART I

       ITEM 1 - BUSINESS

                         General Development of Business

       Developments  relating  to  individual  aspects  of the  business  of BOK
       Financial  Corporation ("BOK Financial") are described below.  Additional
       discussion  of BOK  Financial's  activities  during the  current  year is
       incorporated by reference to  "Management's  Assessment of Operations and
       Financial  Condition"  (pages  10 - 24) in BOK  Financial's  2000  Annual
       Report   to   Shareholders.   Information   regarding   BOK   Financial's
       acquisitions  is  incorporated  by  reference  to  Note  2 of  "Notes  to
       Consolidated  Financial  Statements"  (page 35) in BOK  Financial's  2000
       Annual Report to Shareholders.

                        Narrative Description of Business

       BOK Financial is a financial holding company whose activities are limited
       by the Bank  Holding  Company  Act of 1956  ("BHCA"),  as  amended by the
       Financial  Services  Modernization  Act or  Gramm-Leach-Bliley  Act.  BOK
       Financial's  banking and bank-related  activities are primarily performed
       through Bank of Oklahoma,  N.A.  ("BOk"),  Bank of Texas,  N.A.,  Bank of
       Albuquerque N.A., and Bank of Arkansas,  N.A. Other significant operating
       subsidiaries include BOSC, Inc., which is a full-service  securities firm
       with  specialized  expertise in public and municipal  finance and private
       placements.  Other nonbank subsidiary operations are not significant.  As
       of December  31,  2000,  BOK  Financial  and its  subsidiaries  had 3,003
       full-time equivalent employees.

                                Industry Segments

       BOK Financial  operates four  principal  lines of business  under its BOk
       franchise:  corporate  banking,  consumer  banking,  mortgage banking and
       trust  services.  It also  operates a fifth  principal  line of business,
       regional banks, which includes banking functions for Bank of Albuquerque,
       Bank of  Arkansas  and  Bank of  Texas.  These  five  principal  lines of
       business  combined  account  for  approximately  87%  of  total  revenue.
       Discussion  of these  principal  lines of  business  is  incorporated  by
       reference to Lines of Business in "Management's  Assessment of Operations
       and  Financial  Condition  "  (pages  12 - 14) and Note 16 of  "Notes  to
       Consolidated  Financial  Statements"  (pages 48 - 51) in BOK  Financial's
       2000 Annual Report to Shareholders.

                                   Competition

       The banking  industry in each of our markets is highly  competitive.  BOK
       Financial,  through four subsidiary  banks,  competes with other banks in
       obtaining  deposits,  making  loans  and  providing  additional  services
       related to banking.  All market share information below is based on share
       of deposits in specified area.

       BOk is the  largest  banking  subsidiary  of BOK  Financial.  It has  the
       largest  market share in Oklahoma and a leading  position in eight of the
       eleven  Oklahoma  counties in which it operates.  BOk  competes  with two
       super-regional  banks and numerous  locally owned banks in both Tulsa and
       Oklahoma City areas,  as well as several  locally  owned small  community
       banks in every other  community  in which we do business  throughout  the
       rest of the state.

       BOK Financial  competes in the  Dallas-Ft.  Worth  combined  metropolitan
       area,  in the  Albuquerque,  New  Mexico  market,  and  in  Fayetteville,
       Arkansas  through  subsidiary  banks.  Bank  of  Texas  competes  against
       numerous  financial  institutions,  including  some of the largest in the
       U.S.  Bank  of  Texas's  market  share  is  approximately   2%.  Bank  of
       Albuquerque  has a  number  four  market  share  position  in the City of
       Albuquerque behind two super-regional  competitors and also competes with
       several  locally-owned smaller community banks. Bank of Arkansas operates
       as a community bank serving Benton and Washington counties in Arkansas.

                           Supervision and Regulation

       Financial  holding  companies and banks are  extensively  regulated under
       both federal and state law. The following  information,  to the extent it
       describes  statutory  or  regulatory  provisions,  is  qualified  in  its
       entirety  by  reference  to  the  particular   statutory  and  regulatory
       provisions.  It is not possible to predict the changes,  if any, that may
       be made to existing banking laws and regulations or whether such changes,
       if made,  would have a  materially  adverse  effect on the  business  and
       prospects of BOK Financial,  BOk, Bank of Texas, Bank of Albuquerque,  or
       Bank of Arkansas.

<PAGE>

       BOK FINANCIAL

       As a financial  holding  company,  BOK Financial is subject to regulation
       under the BHCA (as amended by the Financial Services Modernization Act or
       Gramm-Leach-Bliley  Act) and to  supervision by the Board of Governors of
       the Federal  Reserve  System (the "Reserve  Board").  Under the BHCA, BOK
       Financial files with the Reserve Board  quarterly  reports and such other
       additional  information  as the Reserve  Board may  require.  The Reserve
       Board may also make examinations of BOK Financial and its subsidiaries.

       The BHCA requires  notification  to the Reserve Board in any case where a
       financial  holding company  proposes to acquire control of more than five
       percent of the voting  shares of any bank,  unless it already  controls a
       majority  of such  voting  shares.  Additionally,  approval  must also be
       obtained   before  a  financial   holding  company  may  acquire  all  or
       substantially all of the assets of another bank or before it may merge or
       consolidate  with another  financial  holding  company.  The BHCA further
       provides that the Reserve  Board shall not approve any such  acquisition,
       merger or consolidation that will substantially lessen competition,  tend
       to create a monopoly  or be in  restraint  of trade,  unless it finds the
       anti-competitive   effects  of  the  proposed   transaction  are  clearly
       outweighed  in  the  public  interest  by  the  probable  effect  of  the
       transaction in meeting the  convenience  and needs of the community to be
       served.

       The BHCA also requires a financial  holding company to notify the Reserve
       Board within 30 days of engaging in new  activities the Reserve Board has
       determined to be financial in nature. These activities include dealing in
       and underwriting debt and equity,  operating a mortgage company,  finance
       company,  credit card company or factoring  company;  performing  certain
       data  processing  operations;  servicing  loans and other  extensions  of
       credit; providing investment and financial advice; acting as an insurance
       underwriter   and/or  agent;   owning  and  operating  savings  and  loan
       associations;   and  leasing   personal   property  on  a  full  pay-out,
       nonoperating  basis.  BOKF is already engaged in some of these activities
       and has so notified the Federal Reserve.

       A financial  holding company and its subsidiaries are further  prohibited
       under the BHCA from engaging in certain tie-in arrangements in connection
       with  the  provision  of  any  credit,  property  or  services.  Thus,  a
       subsidiary of a financial holding company may not extend credit, lease or
       sell property,  furnish any services or fix or vary the consideration for
       these activities on the condition that (1) the customer obtain or provide
       some  additional  credit,  property or services  from or to the financial
       holding  company or any  subsidiary  thereof or (2) the  customer may not
       obtain some other credit, property or services from a competitor,  except
       to the extent  reasonable  conditions are imposed to insure the soundness
       of credit extended.

       The  Federal  Deposit  Insurance  Corporation  Improvement  Act  of  1991
       established five capital rating tiers ranging from "well  capitalized" to
       "critically  undercapitalized".  A financial institution is considered to
       be well capitalized if its Leverage,  Tier 1 and Total Capital ratios are
       at 5%, 6% and 10%, respectively. Any institution experiencing significant
       growth or  acquiring  other  institutions  or  branches  is  expected  to
       maintain capital ratios above the well capitalized level. At December 31,
       2000,  BOK  Financial's  Leverage,  Tier 1 and Total Capital  ratios were
       6.51%, 8.06% and 11.23%, respectively.

       BANK SUBSIDIARIES

       BOk,  Bank of  Texas,  Bank of  Albuquerque,  and  Bank of  Arkansas  are
       national banking associations and are subject to the National Banking Act
       and other federal statutes  governing  national banks. Under federal law,
       the Office of the  Comptroller of the Currency  ("Comptroller")  charters
       and serves as the primary  regulator of national banks. In addition,  the
       Comptroller  must  approve  certain  corporate  or  structural   changes,
       including  an  increase  or  decrease  in   capitalization,   payment  of
       dividends,  change of place of  business,  establishment  of a branch and
       establishment of an operating  subsidiary.  The Comptroller  performs its
       functions  through  national bank  examiners who provide the  Comptroller
       with information concerning the soundness of a national bank, the quality
       of management and directors,  and compliance with applicable  laws, rules
       and  regulations.  The National Banking Act authorizes the Comptroller to
       examine  every  national  bank  as  often  as  necessary.   Although  the
       Comptroller has primary  supervisory  responsibility  for national banks,
       such banks must also comply with Reserve Board rules and  regulations  as
       members of the Federal Reserve System.

       Bank of  Arkansas  is also  subject to certain  consumer-protection  laws
       incorporated   in  the   Arkansas   Constitution,   which,   among  other
       restrictions,  limit the maximum  interest  rate on general loans to five
       percent above the Federal  Reserve  Discount  Rate.  The rate on consumer
       loans is five  percent  above the  discount  rate or  seventeen  percent,
       whichever is lower.

       Applicable  federal  statutes and regulations  require  national banks to
       meet certain leverage and risk-based  capital  requirements.  At December
       31, 2000,  all of BOK  Financial  Corporation's  leverage and  risk-based
       capital ratios were well above the required  minimum  ratios.  Additional
       discussion  regarding  regulatory capital is incorporated by reference to
       Note 14 of "Notes to Consolidated Financial Statements" (page 46 - 47) in
       BOK Financial's 2000 Annual Report to Shareholders.

                   Governmental Policies and Economic Factors

       The  operations  of BOK Financial  and its  subsidiaries  are affected by
       legislative changes and by the policies of various regulatory authorities
       and,  in  particular,  the  credit  policies  of the  Reserve  Board.  An
       important  function of the  Reserve  Board is to  regulate  the  national
       supply of bank credit.  Among the  instruments of monetary policy used by
       the Reserve Board to implement its objectives are: open market operations
       in U.S.  Government  securities;  changes  in the  discount  rate on bank
       borrowings;  and changes in reserve  requirements  on bank deposits.  The
       effect of such policies in the future on the business and earnings of BOK
       Financial and its subsidiaries cannot be predicted with certainty.
<PAGE>

                               Foreign Operations

       BOK Financial  does not engage in operations  in foreign  countries,  nor
       does it lend to foreign governments.

       ITEM 2 - PROPERTIES

       BOK Financial,  through BOk, BOk's  subsidiaries,  Bank of Texas, Bank of
       Albuquerque  and Bank of  Arkansas,  owns  improved  real estate that was
       carried at $82  million,  net of  depreciation  and  amortization,  as of
       December 31, 2000.  BOK  Financial  conducts  its  operations  through 65
       locations in Oklahoma, 22 locations in Texas, 15 locations in New Mexico,
       and 3 locations  in Arkansas as of December  31,  2000.  BOK  Financial's
       facilities are suitable for their respective uses and present needs.

       The  information  set forth in Notes 5 and 12 of  "Notes to  Consolidated
       Financial  Statements" (pages 39 and 45, respectively) of BOK Financial's
       2000 Annual Report to Shareholders provides further discussion related to
       properties and is incorporated herein by reference.

       ITEM 3 - LEGAL PROCEEDINGS

       The information set forth in Note 12 of "Notes to Consolidated  Financial
       Statements"   (page  45)  of  BOK  Financial's   2000  Annual  Report  to
       Shareholders is incorporated herein by reference.

       ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       No matters  were  submitted  to a vote of security  holders,  through the
       solicitation  of proxies or  otherwise,  during  the three  months  ended
       December 31, 2000.

                                     PART II

       ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
                MATTERS

       BOK Financial's $.00006 par value common stock is traded over-the-counter
       and  is  reported  on  the  facilities  of the  National  Association  of
       Securities Dealers Automated Quotation system ("NASDAQ"), with the symbol
       BOKF. At December 31, 2000, common  shareholders of record numbered 1,152
       with 49,218,502 shares outstanding.

<PAGE>

       BOK Financial's quarterly market information follows:

                  First          Second          Third          Fourth
                ------------- -------------- -------------- ---------------
       2000:
         Low      $15.31          $15.63          $16.75        $21.25
         High      20.56           17.56           18.75         17.50

       1999:
         Low      $22.03          $23.75          $18.94        $19.81
         High      25.94           25.75           25.50         21.75

       BOK  Financial has  continued  its common stock  repurchase  program with
       authority to repurchase  up to 800,000  shares.  The purchases  were made
       from time-to-time in accordance with SEC Rule 10(b)18 transactions. Since
       the  original   authorization   announced  in  1998,  BOK  Financial  has
       repurchased 617,051 shares.

       The  information  set forth under the  captions  "Table 1 -  Consolidated
       Selected  Financial  Data"  (page  9),  "Table  10 -  Selected  Quarterly
       Financial Data" (page 16) and Note 14 of "Notes to Consolidated Financial
       Statements"   (page  46)  of  BOK  Financial's   2000  Annual  Report  to
       Shareholders is incorporated herein by reference.

       ITEM 6 - SELECTED FINANCIAL DATA

       The  information  set forth  under the  caption  "Table 1 -  Consolidated
       Selected  Financial Data" (page 9) of BOK Financial's  2000 Annual Report
       to Shareholders is incorporated herein by reference.

       ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                RESULTS OF OPERATIONS

       The information set forth under the captions "Management's  Assessment of
       Operations and Financial  Condition"  (pages 10 - 24), "Annual  Financial
       Summary - Unaudited"  (pages 56 - 57) and  "Quarterly  Financial  Summary
       Unaudited"  (pages  58 - 59) of BOK  Financial's  2000  Annual  Report to
       Shareholders is incorporated herein by reference.

       ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       The  information set forth under the caption "Market Risk" (pages 22 -23)
       of BOK  Financial's  2000 Annual Report to  Shareholders  is incorporated
       herein by reference.

       ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       The  supplementary  data  regarding  quarterly  results of operations set
       forth under the caption "Table 10 - Selected  Quarterly  Financial  Data"
       (page  16) of BOK  Financial's  2000  Annual  Report to  Shareholders  is
       incorporated herein by reference.

       ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURE

       None.


                                    PART III

       ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       The information set forth under the captions  "Election of Directors" and
       "Executive  Compensation"  in BOK Financial's 2001 Annual Proxy Statement
       for its  Annual  Meeting of  Shareholders  scheduled  for April 24,  2001
       ("2001 Annual Proxy Statement") is incorporated herein by reference.

       ITEM 11 - EXECUTIVE COMPENSATION

       The information set forth under the caption  "Executive  Compensation" in
       BOK Financial's  2001 Annual Proxy  Statement is  incorporated  herein by
       reference.

<PAGE>

       ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       The  information  set forth under the  captions  "Security  Ownership  of
       Certain  Beneficial Owners and Management" and "Election of Directors" in
       BOK Financial's  2001 Annual Proxy  Statement is  incorporated  herein by
       reference.

       ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       The information set forth under the caption "Certain Transactions" in BOK
       Financial's  2001  Annual  Proxy  Statement  is  incorporated  herein  by
       reference.

       The  information  set  forth  under  Note  4 of  "Notes  to  Consolidated
       Financial  Statements"  (pages 38 - 39) of BOK  Financial's  2000  Annual
       Report to Shareholders is incorporated herein by reference.

                                     PART IV

       ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

       (A)(1) List of Financial Statements filed.

       The  following   financial   statements  and  reports   included  in  BOK
       Financial's  Annual  Report to  Shareholders  for the  Fiscal  Year Ended
       December 31, 2000 are incorporated by reference in Parts I and II of this
       Annual Report on Form 10-K.

                                                                     Exhibit 13
                                                              2000 Annual Report
                           Description                               Page Number

      Consolidated Selected Financial Data                                   9

      Selected Quarterly Financial Data                                     16

      Report of Management on Financial Statements                          25

      Report of Independent Auditors                                        25

      Consolidated Statements of Earnings                                   26

      Consolidated Balance Sheets                                           27

      Consolidated Statements of Changes in Shareholders' Equity         28-29

      Consolidated Statements of Cash Flows                                 30

      Notes to Consolidated Financial Statements                         31-55

      Annual Financial Summary - Unaudited                              56 -57

      Quarterly Financial Summary - Unaudited                            58-59


      (A)(2) List of Financial Statement Schedules filed.

       The  schedules  to the  consolidated  financial  statements  required  by
       Regulation  S-X are not required  under the related  instructions  or are
       inapplicable and are therefore omitted.

<PAGE>

       (A)(3) List of Exhibits filed.

      Exhibit Number            Description of Exhibit

      3.0                       The Articles of  Incorporation of BOK Financial,
                                incorporated  by  reference  to (i)  Amended and
                                Restated  Certificate  of  Incorporation  of BOK
                                Financial  filed with the Oklahoma  Secretary of
                                State on May 28,  1991,  filed as Exhibit 3.0 to
                                S-1  Registration  Statement No.  33-90450,  and
                                (ii)   Amendment   attached   as  Exhibit  A  to
                                Information  Statement and Prospectus Supplement
                                filed November 20, 1991.

      3.1                       Bylaws of BOK  Financial,  incorporated  by
                                reference to Exhibit 3.1 of S-1 Registration
                                Statement No. 33-90450.

      4.0                       The rights of the holders of the Common Stock
                                and Preferred Stock of BOK Financial are set
                                forth in its Certificate of Incorporation.

      10.0                      Purchase and Sale  Agreement  dated  October 25,
                                1990, among BOK Financial, Kaiser, and the FDIC,
                                incorporated  by reference to Exhibit 2.0 of S-1
                                Registration Statement No. 33-90450.

      10.1                      Amendment to Purchase and Sale Agreement
                                effective March 29, 1991, among BOK Financial,
                                Kaiser, and the FDIC, incorporated by reference
                                to Exhibit 2.2 of S-1 Registration Statement
                                No. 33-90450

      10.2                      Letter agreement dated April 12, 1991, among BOK
                                Financial, Kaiser, and the FDIC,
                                incorporated by reference to Exhibit 2.3 of S-1
                                Registration Statement No. 33-90450.

      10.3                      Second Amendment to Purchase and Sale Agreement
                                effective April 15, 1991, among BOK
                                Financial, Kaiser, and the FDIC, incorporated by
                                reference to Exhibit 2.4 of S-1
                                Registration Statement No. 33-90450.

      10.4                      Employment agreements.

      10.4(a)                   Employment Agreement between BOk and Stanley A.
                                Lybarger, incorporated by reference to
                                Exhibit 10.4(a) of Form 10-K for the fiscal year
                                ended December 31, 1991.

      10.5                      Director  indemnification  agreement  dated June
                                30, 1987,  between BOk and Kaiser,  incorporated
                                by reference to Exhibit 10.5 of S-1 Registration
                                Statement No.  33-90450.  Substantially  similar
                                director    indemnification    agreements   were
                                executed between BOk and the following:

                                                             Date of Agreement

                               James E. Barnes                  June 30, 1987
                               William H. Bell                  June 30, 1987
                               James S. Boese                   June 30, 1987
                               Dennis L. Brand                  June 30, 1987
                               Chester E. Cadieux               June 30, 1987
                               William B. Cleary                June 30, 1987
                               Glenn A. Cox                     June 30, 1987
                               William E. Durrett               June 30, 1987
                               Leonard J. Eaton, Jr.            June 30, 1987
                               William B. Fader                 December 5, 1990
                               Gregory J. Flanagan              June 30, 1987
                               Jerry L. Goodman                 June 30, 1987
                               David A. Hentschel               July 7, 1987
                               Philip N. Hughes                 July 8, 1987
                               Thomas J. Hughes, III            June 30, 1987
                               William G. Kerr                  June 30, 1987
                               Philip C. Lauinger, Jr.          June 30, 1987
                               Stanley A. Lybarger              December 5, 1990
                               Patricia McGee Maino             June 30, 1987
                               Robert L. Parker, Sr.            June 30, 1987
                               James A. Robinson                June 30, 1987
                               William P. Sweich                June 30, 1987

<PAGE>

      10.6                     Capitalization and Stock Purchase Agreement dated
                               May 20, 1991, between BOK Financial and
                               Kaiser, incorporated by reference to Exhibit 10.6
                               of S-1 Registration Statement
                               No. 33-90450.

      10.7                     BOK Financial Corporation 1991 Special Stock
                               Option Plan, incorporated by reference to
                               Exhibit 4.0 of S-8 Registration Statement
                               No. 33-44122.

      10.7.1                   BOK Financial Corporation 1992 Stock Option Plan,
                               incorporated by reference to Exhibit
                               4.0 of  S-8 Registration Statement No. 33-55312.

      10.7.2                   BOK Financial Corporation 1993 Stock Option Plan,
                               incorporated by reference to Exhibit
                               4.0 of S-8 Registration Statement No. 33-70102.

      10.7.3                   BOK Financial Corporation 1994 Stock Option Plan,
                               incorporated by reference to Exhibit
                               4.0 of  S-8 Registration Statement No. 33-79834.

      10.7.4                   BOK Financial  Corporation 1994 Stock Option Plan
                               (Typographical Error Corrected January 16, 1995),
                               incorporated  by reference  to Exhibit  10.7.4 of
                               Form 10-K for the fiscal year ended  December 31,
                               1994.

      10.7.5                   BOK Financial Corporation 1997 Stock Option Plan,
                               incorporated by reference to Exhibit
                               4.0 of S-8 Registration Statement No. 333-32649.

      10.7.6                   BOK Financial Corporation 2000 Stock Option Plan,
                               incorporated by reference to Exhibit
                               4.0 of S-8 Registration Statement No. 333-93957.

      10.7.7                   BOK Financial Corporation Directors' Stock
                               Compensation Plan, incorporated by reference
                               to Exhibit 4.0 of S-8 Registration Statement No.
                               33-79836.

      10.7.8                   Bank  of  Oklahoma   Thrift  Plan   (Amended  and
                               Restated   Effective  as  of  January  1,  1995),
                               incorporated  by reference  to Exhibit  10.7.6 of
                               Form 10-K for the year ended December 31, 1994.

      10.7.9                   Trust  Agreement for the Bank of Oklahoma  Thrift
                               Plan   (December  30,  1994),   incorporated   by
                               reference to Exhibit  10.7.7 of Form 10-K for the
                               year ended December 31, 1994.

      10.8                     Lease Agreement between One Williams Center Co.
                               and National Bank of Tulsa (predecessor
                               to BOk) dated June 18, 1974, incorporated by
                               reference to Exhibit 10.9 of S-1
                               Registration Statement No. 33-90450.

      10.9                     Lease  Agreement  between  Security  Capital Real
                               Estate  Fund  and  BOk  dated  January  1,  1988,
                               incorporated by reference to Exhibit 10.10 of S-1
                               Registration Statement No. 33-90450.

      10.10                    Asset Purchase Agreement (OREO and other assets)
                               between BOk and Phi-Lea-Em Corporation
                               dated April 30, 1991, incorporated by reference
                               to Exhibit 10.11 of S-1 Registration
                               Statement No. 33-90450.

      10.11                    Asset Purchase  Agreement (Tanker Assets) between
                               BOk and Green  River  Exploration  Company  dated
                               April 30,  1991,  incorporated  by  reference  to
                               Exhibit 10.12 of S-1  Registration  Statement No.
                               33-90450.

      10.12                    Asset Purchase Agreement (Recovery Rights)
                               between BOk and Kaiser dated April 30, 1991,
                               incorporated by reference to Exhibit 10.13 of S-1
                               Registration Statement No. 33-90450.

      10.13                    Purchase and Assumption Agreement dated August 7,
                               1992 among  First  Gibraltar  Bank,  FSB,  Fourth
                               Financial   Corporation   and  BOk,  as  amended,
                               incorporated  by  reference  to Exhibit  10.14 of
                               Form 10-K for the fiscal year ended  December 31,
                               1992.

      10.13.1                  Allocation Agreement dated August 7, 1992 between
                               BOk    and    Fourth    Financial    Corporation,
                               incorporated  by reference to Exhibit  10.14.1 of
                               Form 10-K for the fiscal year ended  December 31,
                               1992.

<PAGE>

      10.14                    Merger Agreement among BOK Financial, BOKF Merger
                               Corporation Number Two, Brookside Bancshares,
                               Inc., The Shareholders of Brookside Bancshares,
                               Inc. and Brookside State Bank
                               dated December 22, 1992, as amended, incorporated
                               by reference to Exhibit 10.15 of Form 10-K for
                               the fiscal year ended December 31, 1992.

      10.14.1                  Agreement  to  Merge  between  BOk and  Brookside
                               State Bank dated  January 27, 1993,  incorporated
                               by reference to Exhibit  10.15.1 of Form 10-K for
                               the fiscal year ended December 31, 1992.

      10.15                    Merger Agreement among BOK Financial, BOKF Merger
                               Corporation Number Three, Sand Springs
                               Bancshares, Inc., The Shareholders of Sand
                               Springs Bancshares, Inc. and Sand Springs
                               State Bank dated December 22, 1992, as amended,
                               incorporated by reference to Exhibit
                               10.16 of Form 10-K for the fiscal year ended
                               December 31, 1992.

      10.15.1                  Agreement  to Merge  between BOk and Sand Springs
                               State Bank dated  January 27, 1993,  incorporated
                               by reference to Exhibit  10.16.1 of Form 10-K for
                               the fiscal year ended December 31, 1992.

      10.16                    Partnership Agreement between Kaiser-Francis Oil
                               Company and BOK Financial dated
                               December 1, 1992, incorporated by reference to
                               Exhibit 10.16 of Form 10-K for the fiscal
                               year ended December 31, 1993.

      10.16.1                  Amendment  to   Partnership   Agreement   between
                               Kaiser-Francis  Oil  Company  and  BOK  Financial
                               dated May 17, 1993,  incorporated by reference to
                               Exhibit  10.16.1 of Form 10-K for the fiscal year
                               ended December 31, 1993.

      10.17                    Purchase and Assumption Agreement between BOk and
                               FDIC, Receiver of Heartland Federal Savings and
                               Loan Association dated October 9, 1993,
                               incorporated by reference to Exhibit 10.17 of
                               Form 10-K for the fiscal year ended
                               December 31, 1993.

      10.18                    Merger Agreement among BOk, Plaza National Bank
                               and The Shareholders of Plaza National
                               Bank dated December 20, 1993, incorporated by
                               reference to Exhibit 10.18 of Form 10-K for
                               the fiscal year ended December 31, 1993.

      10.18.1                  Amendment to Merger  Agreement  among BOk,  Plaza
                               National  Bank  and  The  Shareholders  of  Plaza
                               National    Bank   dated    January   14,   1994,
                               incorporated  by reference to Exhibit  10.18.1 of
                               Form 10-K for the fiscal year ended  December 31,
                               1993.

      10.19                    Stock Purchase  Agreement  between Texas Commerce
                               Bank,  National  Association  and BOk dated March
                               11,  1994,  incorporated  by reference to Exhibit
                               10.19 of Form  10-K  for the  fiscal  year  ended
                               December 31, 1993.

      10.20                    Merger Agreement among BOK Financial Corporation,
                               BOKF Merger Corporation Number Four,
                               Citizens Holding Company and others dated May 11,
                               1994, incorporated by reference to
                               Exhibit 10.20 of Form 10-K for the fiscal year
                               ended December 31, 1994.

      10.21                    Stock   Purchase  and  Merger   Agreement   among
                               Northwest Bank of Enid, BOk and The  Shareholders
                               of Northwest Bank of Enid effective as of May 16,
                               1994,  incorporated by reference to Exhibit 10.21
                               of Form 10-K for the fiscal  year ended  December
                               31, 1994.

      10.22                    Agreement and Plan of Merger among BOK Financial
                               Corporation, BOKF Merger Corporation
                               Number Five and Park Cities Bancshares, Inc.
                               dated October 3, 1996, incorporated by
                               reference to Exhibit C of S-4 Registration
                               Statement No. 333-16337.

      10.23                    Agreement and Plan of Merger among BOK Financial
                               Corporation and First TexCorp., Inc.
                               dated December 18, 1996, incorporated by
                               reference to Exhibit 10.24 of S-4 Registration
                               Statement No. 333-16337.

      10.24                    Purchase and Assumption Agreement between Bank of
                               America National Trust and Savings
                               Association and BOK Financial Corporation dated
                               July 27, 1998.

      10.25                    Merger Agreement among BOK Financial Corporation,
                               BOKF Merger Corporation No. Seven,
                               First Bancshares of Muskogee, Inc., First
                               National Bank and Trust Company of Muskogee,
                               and Certain Shareholders of First Bancshares of
                               Muskogee, Inc. dated December 30, 1998.
<PAGE>

      10.26                    Merger Agreement among BOK Financial Corporation,
                               BOKF Merger Corporation Number Nine,
                               and Chaparral Bancshares, Inc. dated February 19,
                               1999.

      10.27                    Merger Agreement among BOK Financial Corporation,
                               Park Cities Bancshares, Inc.,
                               Mid-Cities Bancshares, Inc. and Mid-Cities
                               National Bank dated February 24, 1999.

      10.28                    Merger Agreement among, BOK Financial
                               Corporation, Park Cities Bancshares, Inc., PC
                               Interim State Bank, Swiss Avenue State Bank and
                               Certain Shareholders of Swiss Avenue
                               State Bank dated March 4, 1999.

      10.29                    Merger Agreement among, BOK Financial
                               Corporation, Park Cities Bancshares, Inc.and CNBT
                               Bancshares, Inc. dated August 18, 2000.

      13.0                     Annual Report to Shareholders for the fiscal year
                               ended December 31, 1999. Such report,
                               except for those portions thereof which are
                               expressly incorporated by reference in this
                               filing, is furnished for the information of the
                               Commission and is not deemed to be
                               "filed" as part of this Annual Report on Form
                               10-K.

      21.0                     Subsidiaries of BOK Financial.

      23.0                     Consent of independent auditors-Ernst & Young LLP

      27.0                     Financial Data Schedule for year ended
                               December 31, 2000.

      99.0                     Additional Exhibits.

      99.1                     Undertakings incorporated by reference into S-8
                               Registration Statement No. 33-44121 for
                               Bank of Oklahoma Master Thrift Plan and Trust,
                               incorporated by reference to Exhibit 99.1
                               of Form 10-K for the fiscal year ended December
                               31, 1993.

      99.2                     Undertakings incorporated by reference into S-8
                               Registration Statement No. 33-44122 for
                               BOK Financial Corporation 1991 Special Stock
                               Option Plan, incorporated by reference to
                               Exhibit 99.2 of Form 10-K for the fiscal year
                               ended December 31, 1993.

      99.3                     Undertakings incorporated by reference into S-8
                               Registration Statement No. 33-55312 for
                               BOK Financial Corporation 1992 Stock Option Plan,
                               incorporated by reference to
                               Exhibit 99.3 of Form 10-K for the fiscal year
                               ended December 31, 1993.

      99.4                     Undertakings incorporated by reference into S-8
                               Registration Statement No. 33-70102 for
                               BOK Financial Corporation 1993 Stock Option Plan,
                               incorporated by reference to
                               Exhibit 99.4 of Form 10-K for the fiscal year
                               ended December 31, 1993.


      99.5                     Undertakings incorporated by reference into S-8
                               Registration Statement No. 33-79834 for
                               BOK Financial Corporation 1994 Stock Option Plan,
                               incorporated by reference to
                               Exhibit 99.5 of Form 10-K for the fiscal year
                               ended December 31, 1994.

      99.6                     Undertakings incorporated by reference into S-8
                               Registration Statement No. 33-79836 for
                               BOK Financial Corporation Directors' Stock
                               Compensation Plan, incorporated by reference
                               to Exhibit 99.6 of Form 10-K for the fiscal year
                               ended December 31, 1994.

      99.7                     Undertakings  incorporated  by reference into S-8
                               Registration  Statement  No.  333-32649  for  BOK
                               Financial  Corporation  1997 Stock  Option  Plan,
                               Incorporated by reference to Exhibit 99.7 of Form
                               10-K for the fiscal year ended December 31, 1997.

      99.8                     Undertakings incorporated by reference into S-8
                               Registration Statement No. 333-93957for
                               BOK Financial Corporation 2000 Stock Option Plan,
                               Incorporated by reference to Exhibit
                               99.8 of Form 10-K for the fiscal year ended
                               December 31, 1999.

      99.9                     Undertakings incorporated by reference into S-8
                               Registration Statement No. 333-40280 for
                               BOK Financial Corporation Thrift Plan for Hourly
                               Employees, Incorporated by reference to
                               Exhibit 99.9 of Form 10-K for the fiscal year
                               ended December 31, 2000.

<PAGE>

       (B) Reports on Form 8-K None.

       (C) Exhibits Required by Item 601 of Regulation S-K

       The  exhibits  listed in response to Item  14(A)(3)  are filed as part of
this report.

       (D) Financial Statement Schedules
       None.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                            BOK FINANCIAL CORPORATION

                                              /s/ George B. Kaiser
DATE:   March 27, 2001                     BY:
                                              George B. Kaiser,
                                              Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 27, 2000, by the  following  persons on behalf of
the Registrant and in the capacities indicated.

OFFICERS
/s/ George B. Kaiser                       /s/ Stanley A. Lybarger

George B. Kaiser,                          Stanley A. Lybarger,
Chairman of the Board of Directors         Director, President and Chief
                                           Executive Officer

/s/ Steven E. Nell                         /s/ John C. Morrow

Steven E. Nell,                            John C. Morrow
Executive Vice President and               Senior Vice President and Director of
Chief Financial Officer                    Financial Accounting and Reporting

DIRECTORS

/s/ W. Wayne Allen                         /s/ Robert J. LaFortune
---------------------------------------    -------------------------------------
W. Wayne Allen                             Robert J. LaFortune

                                           /s/ Philip C. Lauinger, Jr.
---------------------------------------    -------------------------------------
C. Fred Ball, Jr.                          Philip C. Lauinger, Jr.

                                           /s/ John C. Lopez
---------------------------------------    -------------------------------------
James E. Barnes                            John C. Lopez

/s/ Sharon J. Bell                         /s/ Frank A. McPherson
---------------------------------------    -------------------------------------
Sharon J. Bell                             Frank A. McPherson

                                           /s/ Steven E. Moore
---------------------------------------    -------------------------------------
Peter C. Boylan, III                       Steven E. Moore

/s/ Luke R. Corbett                        /s/ J. Larry Nichols
---------------------------------------    -------------------------------------
Luke R. Corbett                            J. Larry Nichols

/s/ Robert H. Donaldson                    /s/ Ronald J. Norick
---------------------------------------    -------------------------------------
Robert H. Donaldson                        Ronald J. Norick

                                           /s/ Robert L. Parker, Sr.
---------------------------------------    -------------------------------------
William E. Durrett                         Robert L. Parker, Sr.

/s/ James O. Goodwin                       /s/ James W. Pielsticker
---------------------------------------    -------------------------------------
James O. Goodwin                           James W. Pielsticker

/s/ V. Burns Hargis
---------------------------------------    -------------------------------------
V. Burns Hargis                            James A. Robinson

/s/ Howard E. Janzen                       /s/ L. Francis Rooney, III
---------------------------------------    -------------------------------------
Howard E. Janzen                           L. Francis Rooney, III

/s/ E. Carey Joullian, IV
---------------------------------------
E. Carey Joullian, IV





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>MERGER AGREEMENT WITH CNBT BANCSHARES, INC.
<TEXT>


                          AGREEMENT AND PLAN OF MERGER

     This  AGREEMENT  AND PLAN OF MERGER  ("Agreement"),  dated as of August 18,
2000,  is  entered  into by and among BOK  Financial  Corporation,  an  Oklahoma
corporation,  ("BOKF"),  BOKF Merger Corporation Number Ten, a Texas corporation
and a wholly-owned subsidiary of BOKF ("BOKSub"),  and CNBT Bancshares,  Inc., a
Texas corporation ("CNBT").

     WHEREAS,  BOKF is a registered  bank holding company under the Bank Holding
Company  Act of 1956,  as amended  (the  "BHCA"),  and BOKSub is a  wholly-owned
subsidiary of BOKF; and

     WHEREAS,  CNBT is a registered bank holding  company under the BHCA,  which
controls  Citizens  National Bank of Texas, a national banking  association (the
"Bank"); and

     WHEREAS,  CNBT owns all of the issued and outstanding capital stock of CNBT
Bancshares (Delaware), Inc., a Delaware corporation ("Delaware"); and

     WHEREAS,  Delaware is a  registered  bank holding  company  under the BHCA,
which owns all of the issued and outstanding capital stock of the Bank; and

     WHEREAS,  the respective  Boards of Directors of each of BOKF and CNBT deem
it  advisable  for BOKSub to merge with and into CNBT upon the terms and subject
to the conditions described herein;

     NOW,  THEREFORE,  for and in  consideration  of the mutual  benefits  to be
derived from this Agreement and of the representations,  warranties, conditions,
and promises  hereinafter  contained,  the parties hereto  covenant and agree as
follows:

                                    ARTICLE I
                                   THE MERGER

     Section  1.1.  The  Merger.  Pursuant to the terms and  provisions  of this
Agreement and the Texas  Business  Corporation  Act (the  "TBCA"),  BOKSub shall
merge with and into CNBT (the "Merger").

     Section 1.2. Merging  Corporation.  BOKSub shall be the merging corporation
under the Merger and its corporate  identity and  existence,  separate and apart
from CNBT, shall cease on consummation of the Merger.

     Section 1.3. Surviving Corporation. CNBT shall be the surviving corporation
in the Merger.  No changes in the  articles of  incorporation  or bylaws of CNBT
shall be effected by the Merger.  The officers  and  directors of CNBT after the
Merger  shall be the same as the  officers  and  directors  of  BOKSub as of the
Effective Time (as defined in Section 9.2).


<PAGE>

                                       19

     Section 1.4. Effect of the Merger. The Merger shall have all of the effects
provided by the TBCA. CNBT, as the surviving corporation, may, at any time after
the Effective  Time,  take any action  (including  executing and  delivering any
documents) in the name and on behalf of either BOKSub or CNBT as are appropriate
in order to carry  out and  effectuate  the  transactions  contemplated  by this
Agreement.

     Section 1.5. Merger Consideration; Conversion of Shares.

     (a) At the Effective  Time,  each share of common stock of CNBT,  par value
$1.00 per share (the "CNBT  Common")  then  issued and  outstanding,  other than
shares the holders of which have duly exercised and perfected their  dissenters'
rights  under  the  TBCA,  shall be  automatically  converted  into the right to
receive an amount (the "Merger  Consideration")  equal to (i) Ninety-Two Million
Dollars  ($92,000,000),  minus the amount of any  dividends  paid by CNBT to its
shareholders  during the period from August 1, 2000, to the date of consummation
of the Merger in excess of the sum of $0.12 per share per  calendar  quarter for
each of two calendar quarters and one special dividend not exceeding seven cents
($0.07),  minus the payments  contemplated by Section 12.2.  divided by (ii) the
number of shares of CNBT Common issued and  outstanding as of the Effective Time
(and after exercise of all of the Stock Options (as defined in Section 2.2)) The
Merger  Consideration  shall be paid to each holder of the CNBT Common as of the
Effective Time as herein provided.

     (b) CNBT,  BOKF, and BOKSub  acknowledge  and understand that (i) all Stock
Options shall be exercised immediately prior to consummation of the Merger, (ii)
all shares of CNBT Common  issuable  upon exercise of the Stock Options shall be
deemed  issued and  outstanding  immediately  prior to the  consummation  of the
Merger,  and (iii) the CNBT Common to be converted into the right to receive the
Merger  Consideration shall include,  without limitation,  the CNBT Common to be
issued upon the exercise of the Stock Options.

     (c) At the Effective Time, BOKF shall deposit or cause to be deposited into
an  interest  bearing  account at the Bank of Texas,  National  Association  One
Million  Dollars  ($1,000,000)  of the Merger  Consideration  to be  governed by
Section 11.2 (the "Representation  Escrow Funds"). The Merger Consideration less
the  Representation   Escrow  Funds  is  referred  to  herein  as  the  "Closing
Consideration".

     (d) At the Effective  Time, all of the shares of CNBT Common,  by virtue of
the Merger and without any action on the part of the holders  thereof,  shall no
longer be  outstanding  and shall be  canceled  and  retired  and shall cease to
exist, and each holder of any certificate or certificates that immediately prior
to the  Effective  Time  represented  outstanding  shares  of CNBT  Common  (the
"Certificates") or of any holder of Stock Options shall thereafter cease to have
any rights  with  respect to such  shares,  except the right of such  holders to
receive the Merger  Consideration  upon the  surrender  of such  Certificate  or
Certificates or exercise of such Stock Options in accordance with Section 1.6.

     (e) At the Effective Time,  each share of CNBT Common,  if any, held in the
treasury of CNBT immediately prior to the Effective Time shall be canceled.

<PAGE>

     (f) At the Effective Time, each share of common stock,  par value $1.00 per
share, of BOKSub  outstanding  immediately  prior to the Effective Time shall be
converted into one share of CNBT Common.

     (g) If any holder of CNBT Common is entitled to dissent from the  Agreement
and the Merger under the TBCA and such holder  thereof  perfects  such  holder's
rights under the TBCA in accordance with the provisions thereof,  any issued and
outstanding  shares of CNBT Common held by such dissenting  holder  ("Dissenting
Shares")  shall not be  converted as described in this Section 1.5, but from and
after the  Effective  Time shall  represent  only the right to receive such cash
consideration as may be determined to be due to such dissenting  holder pursuant
to the TBCA;  provided,  however,  that each  share of CNBT  Common  outstanding
immediately  prior to the  Effective  Time and held by a  dissenting  holder who
shall,  after the Effective Time,  withdraw his demand for appraisal or lose his
right of appraisal shall have only such rights as are provided under the TBCA.

     Section 1.6. Exchange Procedures; Surrender of Certificates.

     (a) Bank of New York , or other entity  mutually  satisfactory  to CNBT and
BOKF, shall act as paying agent in the Merger (the "Paying Agent").  Immediately
after the Effective Time, BOKF will cause CNBT, as the surviving corporation, to
furnish the Paying Agent cash  sufficient  in the aggregate for the Paying Agent
to  make  full  payment  of  the  Merger  Consideration  to the  holders  of all
outstanding shares of CNBT Common (other than Dissenting Shares).

     (b) At least twenty (20) days prior to the Effective Time, the Paying Agent
shall  mail,  without any  further  action on the part of BOKF or CNBT,  to each
record holder of the Certificates, addressed to the most current address of such
shareholder  according  to the  records of CNBT,  a letter of  transmittal  (and
instructions) for use in effecting the surrender of the Certificates in exchange
for the Merger Consideration. Each such letter (the "Merger Transmittal Letter")
shall specify that delivery shall be effected, and risk of loss and title to the
Certificates  shall pass,  only upon proper receipt of the  Certificates  by the
Paying  Agent and shall be in such form and have such other  provisions  as BOKF
may  reasonably  specify.  If  a  holder  of  the  CNBT  Common  surrenders  the
Certificates  representing  shares of such stock and a properly  executed Merger
Transmittal Letter to the Paying Agent at least three (3) business days prior to
the Closing Date,  then on the Closing Date,  the Paying Agent shall pay to such
shareholder  the  Closing  Consideration  with  respect  to such  shares of CNBT
Common. If a holder of the CNBT Common surrenders the Certificates  representing
shares of such stock and a properly  executed Merger  Transmittal  Letter to the
Paying  Agent at any time after  three (3)  business  days prior to the  Closing
Date,  then  promptly,  and in no event later than three (3) business days after
receipt of such  Certificates and Merger  Transmittal  Letter,  the Paying Agent
shall pay to such  shareholder  the Closing  Consideration  with respect to such
shares of CNBT Common.  No interest on the Closing  Consideration  issuable upon
the  surrender of the  Certificates  shall be paid or accrued for the benefit of
holders of  Certificates  . If the  Closing  Consideration  is to be issued to a
person  other  than  a  person  in  whose  name  a  surrendered  Certificate  is
registered, it shall be a condition of issuance that the surrendered Certificate
shall be properly endorsed or otherwise executed in proper form for transfer and
that the person  requesting  such  issuance  shall pay to the  Paying  Agent any
required  transfer or other taxes or establish to the satisfaction of the Paying
Agent that such tax has been paid or is not applicable.

<PAGE>

     (c) With respect to any shares of CNBT Common that are acquired as a result
of the exercise of the Stock  Options,  the purchase price for such shares under
the Stock Options shall be subtracted from or "netted-out" of the Closing Merger
Consideration  to be paid such  shareholders  in order to provide for a cashless
exercise of the Stock  Options.  That is, upon the exercise of the Stock Options
such  option  holder  shall  not be  required  to pay  CNBT the  purchase  price
specified  in the Stock  Options,  but such amount  shall be  deducted  from the
amount of  Closing  Consideration  that would  otherwise  have been paid to such
option holder.

     (d) After the Effective  Time,  there shall be no further  registration  or
transfers  on  the  records  of  CNBT  of  outstanding   certificates   formerly
representing shares of CNBT Common and, if a certificate  formerly  representing
such shares is  presented  to CNBT or BOKF,  it shall be forwarded to the Paying
Agent for cancellation and exchange for the Closing Consideration.

     (e) All Merger  Consideration  paid upon the  surrender  of CNBT  Common in
accordance with the above terms and conditions shall be deemed to have been paid
in full satisfaction of all rights pertaining to such shares of CNBT Common.

     (f) In the event any  certificate  for CNBT  Common  shall  have been lost,
stolen,  or  destroyed,  the Paying Agent shall issue in exchange for such lost,
stolen, or destroyed  certificate,  such Merger Consideration as may be required
pursuant to this Agreement;  provided, however, that BOKF may, in its discretion
and as a condition precedent to the issuance thereof,  require the owner of such
lost,  stolen,  or  destroyed  certificate  to  deliver  an  affidavit  of  lost
certificate and indemnification agreement in form reasonably acceptable to BOKF.

     (g) At any time following six months after the Effective  Time,  BOKF shall
be entitled to terminate the Paying Agent  relationship,  and thereafter holders
of  Certificates  shall be entitled to look only to BOKF  (subject to  abandoned
property,   escheat,   or  other  similar  laws)  with  respect  to  the  Merger
Consideration payable upon surrender of their Certificates.

                                   ARTICLE II
                     REPRESENTATIONS AND WARRANTIES OF CNBT

     In order to induce  BOKF and BOKSub to enter  into,  execute,  deliver  and
perform  this  Agreement,  CNBT  represents  and  warrants to BOKF and BOKSub as
follows:

     Section 2.1. Organization, Standing and Power.

     (a) CNBT is a corporation  duly organized,  validly  existing,  and in good
standing under laws of the State of Texas.  CNBT (i) has all requisite power and
authority to own, lease, and operate its properties and to carry on its business
as it is now being conducted; (ii) is subject to the supervision of the Board of
Governors of the Federal Reserve System (the "Fed"); and (iii) is a bank holding
company registered with the Fed under the BHCA.

     (b) Delaware is a corporation duly organized, validly existing, and in good
standing  under laws of the State of Delaware.  Delaware  (i) has all  requisite
power and authority to own,  lease,  and operate its  properties and to carry on
its business as it is now being conducted; (ii) is subject to the supervision of
the Fed; and (iii) is a bank holding  company  registered with the Fed under the
BHCA.

<PAGE>

     (c) The Bank is a national  banking  association  duly  organized,  validly
existing, and in good standing under laws of the United States. The Bank (i) has
all requisite power and authority to own, lease,  and operate its properties and
to carry on its  business as it is now being  conducted;  (ii) is subject to the
supervision of the Federal Deposit Insurance Corporation ("FDIC") and the Office
of the  Comptroller  of the  Currency  ("OCC");  and (iii) is an insured bank as
defined in the Federal Deposit Insurance Act.

     (d) CNBT has delivered to BOKF and BOKSub complete and correct  copies,  as
of a date not more than 30 days prior to the date hereof, of (i) the Articles of
Association or Incorporation or Certificate of Incorporation  and all amendments
thereto,  and (ii)  the  Bylaws  and all  amendments  thereto,  of each of CNBT,
Delaware, the Bank and CNB Mortgage Company, a Texas corporation..

     Section 2.2. Capital Structure.

     (a) The authorized  capital stock of CNBT consists of 30,000,000  shares of
Common  Stock,  par value  $1.00 per  share.  As of the date of this  Agreement,
4,941,361  shares of CNBT Common were outstanding (net of shares held by CNBT in
treasury).  CNBT  does not have any  commitment  or  obligation  to  repurchase,
reacquire,  or redeem any of the outstanding CNBT Common. As of the date of this
Agreement,  CNBT had  outstanding  stock options  granted,  pursuant to the CNBT
Employee Stock Option Plans,  representing  the right to acquire an aggregate of
139,670 shares of CNBT Common (the "Stock Options"). Schedule 2.2 (a) sets forth
the name of each  person  that has been  granted  Stock  Options,  the number of
shares  that may be  acquired  as of the  date of this  Agreement  by each  such
person, and the exercise price of such Stock Options.  The outstanding shares of
the  CNBT  Common  are  validly   issued  and   outstanding,   fully  paid,  and
non-assessable.   Except  for  the  Stock  Options,  there  are  no  outstanding
subscriptions,  conversion privileges, calls, warrants, options, commitments, or
agreements of any character  obligating  CNBT to issue,  sell, or dispose of any
shares of any of its capital stock.

     (b) The  authorized  capital  stock of Delaware  consists  solely of 10,000
shares of common stock, par value $1.00 per share (the "Delaware Common Stock").
As of the date of this  Agreement,  1,000  shares of Delaware  Common Stock were
issued and outstanding, and all of such outstanding shares are held of record by
CNBT.  There are no outstanding  subscriptions,  conversion  privileges,  calls,
warrants, option, commitments, or agreements obligating Delaware to issue, sell,
or dispose of any shares of any of its capital stock.

     (c) The authorized  capital stock of the Bank consists of 30,000,000 shares
of common stock, par value $1.00 per share (the "the Bank Common Stock").  As of
the date of this Agreement,  200,000 shares of the Bank Common Stock were issued
and  outstanding,  all of which  are held of record  by  Delaware.  There are no
outstanding  shares  of  preferred  stock,  nor  any  subscriptions,  conversion
privileges,  calls, warrants, options, commitments, or agreements obligating the
Bank to issue, sell, or dispose of any shares of any of its capital stock.

     (d) CNBT has no  subsidiaries  except  Delaware,  the Bank and CNB Mortgage
Company, a Texas corporation.


<PAGE>

     Section 2.3.  Authority.  Subject to the approval of this  Agreement by the
shareholders of CNBT as  contemplated  by Section 5.6 hereof,  the execution and
delivery  of this  Agreement  and the  consummation  of the Merger  contemplated
hereby have been duly and validly  authorized by all necessary  corporate action
on the part of CNBT.  Neither the execution and delivery of this Agreement,  the
consummation of the Merger contemplated  hereby, nor compliance by CNBT with any
of the  provisions  hereof will (i)  conflict  with or result in a breach of any
material  provision of its Articles of  Incorporation  or Bylaws or constitute a
default  (or  give  rise  to  any  right  of   termination,   cancellation,   or
acceleration) under any of the terms, conditions,  or provisions of any material
note, bond,  mortgage,  indenture,  license,  agreement,  or other instrument or
obligation to which CNBT is a party,  or by which it or any of its properties or
assets may be bound,  except for such conflict,  breach,  or default as to which
requisite  waivers or consents  either  shall have been  obtained by CNBT by the
Effective Time or the obtaining of which shall have been waived by BOKF, or (ii)
violate  any  material  order,  writ,  injunction,  decree,  statute,  rule,  or
regulation  applicable  to CNBT or any of its  properties  or  assets.  No other
consent or approval by any  governmental  authority,  other than compliance with
applicable  federal and state securities and banking laws and regulations of the
Fed, is required in  connection  with the execution and delivery by CNBT of this
Agreement or the consummation by CNBT of the Merger contemplated hereby.

     Section 2.4. Financial Statements.

     (a) CNBT has previously delivered or made available to BOKF complete copies
of the (i) the  consolidated  balance sheets of CNBT and its  subsidiaries as of
December 31, 1999,  and related  consolidated  statements of income,  changes in
stockholders'  equity,  and cash flows for the three  years ended  December  31,
1999, together with the notes thereto,  included in CNBT's Annual Report on Form
10-K for the year ended  1999,  as  currently  on file with the  Securities  and
Exchange Commission ("SEC") and the unaudited consolidated balance sheet of CNBT
and its subsidiaries as of June 30, 2000, and the related unaudited consolidated
income  statement  and  statements of changes in  stockholders'  equity and cash
flows for the six months then ended included in CNBT's  Quarterly Report on Form
10-Q for the quarter then ended,  as currently on file with the SEC and (ii) the
Reports  of  Condition  and Income of the Bank as filed with the OCC for each of
the quarterly  periods during 1999 and 2000  (collectively  the "CNBT  Financial
Statements").

     (b) The CNBT  Financial  Statements  set forth in clause  (a)(i)  have been
prepared in accordance with generally accepted accounting  principles applied on
a  consistent  basis  (except  as  disclosed  therein)  and fairly  present  the
consolidated  financial  position and the  consolidated  results of  operations,
changes in  stockholders'  equity,  and cash flows of CNBT and its  consolidated
subsidiaries as of the dates and for the periods indicated (subject, in the case
of interim financial statements, to normal recurring year-end adjustments,  none
of  which  will be  material).  As of the  respective  date of each of the  CNBT
Financial  Statements,  neither CNBT,  nor  Delaware,  nor Bank has any material
liabilities  (including,  but not limited  to,  whether  similar or  dissimilar,
liabilities  or  obligations  for taxes,  whether  due or to be come due) except
those fully  reflected  or  reserved  against,  or  otherwise  disclosed  in the
Financial Statements.

<PAGE>

     Section 2.5. Absence of Changes. Except as set forth in Schedule 2.5, since
June 30, 2000,  there has not been any material  adverse change in the condition
(financial or otherwise) of the assets,  liabilities,  earnings,  or business of
CNBT,  Delaware,  or the Bank. Since such date, the business of CNBT,  Delaware,
and the Bank has been  conducted  only in the ordinary  course  consistent  with
prior  practices  and such entities  have not incurred any  additional  material
liabilities (not already reflected in the CNBT Financial Statements) except: (i)
those incurred in the ordinary course of business consistent with past practices
without  negligence  or willful  malfeasance,  or (ii)  expenses or  liabilities
incurred in connection  with this  Agreement and the  transactions  contemplated
hereby in an amount not exceeding  $175,000.  Without limiting the generality of
the  foregoing,  since June 30, 2000,  except as set forth on Schedule 2.5 or as
permitted by this Agreement,  none of CNBT, Delaware,  or the Bank have paid any
dividends,  made any  distributions  of  assets,  made any  material  changes in
compensation  or benefits of any employee  (other than by reason of promotion to
increased  responsibility),  or  entered  into any  contracts  for  services  or
materials  except  such  contracts  and  materials  which  either:  (i)  may  be
terminated  without  penalty  within 90 days or, (ii) provide for the payment or
other consideration to be furnished by CNBT, Delaware,  or the Bank in an amount
of not more than $25,000,  individually  or $100,000 for all such  contracts and
materials. Notwithstanding the foregoing, any changes in banking laws, generally
accepted accounting principles,  prevailing interest rates or other developments
that affect the entire banking industry  generally shall not be deemed to have a
material adverse effect in the financial condition, the results of operations or
the business of CNBT, Delaware, or the Bank.

     Section 2.6. Tax Matters.

     (a) CNBT, Delaware, and the Bank have timely filed all federal,  state, and
local (and, if  applicable,  foreign)  income,  franchise,  bank,  excise,  real
property,  personal property,  and other tax returns required by applicable laws
to be filed by them  (including,  without  limitation,  estimated  tax  returns,
income tax returns,  information  returns,  and  withholding  and employment tax
returns) and have paid, or where payment is not required to have been made, have
set up an adequate  reserve or accrual for the payment of, all taxes required to
be paid with  respect of the  periods  covered by such  returns  and,  as of the
Effective  Time,  will have paid,  or where payment is not required to have been
made,  will have set up an  adequate  reserve or accrual for the payment of, all
taxes for any subsequent  periods ending on or prior to the Effective Time. None
of CNBT,  Delaware,  or the Bank will have any material  liability  for any such
taxes in excess of the amounts so paid or  reserves or accruals so  established.
No payment of any amount to any employee of any of CNBT,  Delaware,  or the Bank
is an excess parachute payment within the meaning of Section 280G of the Code.

     (b) All federal,  state and local income,  franchise,  bank,  excise,  real
property,  personal property,  and other tax returns filed by CNBT, Delaware and
the Bank are  complete  and  accurate in all  material  respects.  None of CNBT,
Delaware,  or the Bank is delinquent in the payment of any tax,  assessment,  or
governmental charge, and none of them has requested any extension of time within
which to file any tax returns in respect of any fiscal  year or portion  thereof
which have not since been filed.  There are  currently no  agreements  in effect
with respect to CNBT, Delaware,  or the Bank to extend the period of limitations
for the  assessment or  collection of any tax. As of the date hereof,  no audit,
examination or deficiency or refund  litigation  with respect to any such return
is pending or, to CNBT's knowledge, threatened.

     Section  2.7.  Property.  CNBT,  Delaware,  and the Bank  own all  property
reflected  on the  balance  sheet  dated  June 30,  2000,  included  in the CNBT
Financial  Statements  (except personal  property sold or otherwise  disposed of
since June 30, 2000, in the ordinary course of business),  free and clear of all
mortgages,  liens,  pledges,  charges, or encumbrances of any nature whatsoever,
except those reflected in the CNBT Financial Statements, liens for current taxes
not yet due and payable and such  encumbrances  and  imperfections  of title, if
any,  as are  not  substantial  in  character  or  amount  or do  not  otherwise
materially impair business operations.

<PAGE>

     Section 2.8. Legal Proceedings. There is no material legal, administrative,
arbitration,  or other proceeding or governmental  investigation  pending or, to
CNBT's  knowledge,  threatened  which might  reasonably be expected to result in
material  money  damages  payable  by CNBT,  Delaware,  or the Bank in excess of
insurance coverage or in a permanent injunction against CNBT,  Delaware,  or the
Bank.  To CNBT's  knowledge,  each of CNBT,  Delaware and the Bank have complied
with,  and  are  not in  default  in  any  material  respect  under,  any  laws,
ordinances,  requirements,  regulations, or orders applicable to their business.
None of CNBT, Delaware, or the Bank is a party to any agreement or instrument or
subject to any charter or other  corporate  restriction or any judgment,  order,
writ,  injunction,  or decree,  which materially and adversely affects, or might
reasonably  be  expected  materially  and  adversely  to  affect,  the  business
operations,  properties, assets, or condition, financial, or otherwise, of CNBT,
Delaware, or the Bank.

     Section 2.9. Brokers and Finders. Except as set forth in Section 12.2, none
of CNBT, its subsidiaries,  or any of its officers,  directors, or employees has
employed any broker or finder or incurred any liability for any brokerage  fees,
commissions or finders' fees in connection with the Merger contemplated herein.

     Section 2.10. Loan Portfolio. Except as to any breach that would reasonably
be  expected  to have an adverse  effect of less than  $20,000 in respect of any
single credit (related credits shall be aggregated for this purpose) and $60,000
when aggregated  with all such breaches,  , (i) all loans and discounts shown on
the CNBT Financial Statements at June 30, 2000, or which were entered into after
June 30, 2000, but before the Closing Date were and will be made in all material
respects for good, valuable,  and adequate  consideration in the ordinary course
of the  Bank,  in  accordance  in  all  material  respects  with  sound  banking
practices,  and are not subject to any  material  known  defenses,  setoffs,  or
counterclaims, including without limitation any such as are afforded by usury or
truth in lending laws, except as may be provided by bankruptcy,  insolvency,  or
similar  laws or by  general  principles  of  equity;  (ii)  the  notes or other
evidences  of  indebtedness  evidencing  such  loans and all  forms of  pledges,
mortgages,  and other collateral  documents and security agreements are and will
be, in all material  respects,  enforceable,  valid,  true, and genuine and what
they purport to be; and (iii) CNBT, Delaware and the Bank have complied and will
prior to the Closing Date comply with all laws and regulations  relating to such
loans,  or to the extent  there has not been such  compliance,  such  failure to
comply  will not  materially  interfere  with the  collection  of any such loan.
Notwithstanding the foregoing, BOKF acknowledges and agrees that it has made its
own determination as to the collectibility of the loan portfolio of CNBT and the
Bank.

<PAGE>

     Section 2.11. Environmental.  To CNBT's knowledge, the ownership, location,
construction, use, and operation of all real property owned or leased by CNBT or
the Bank  (fixed  asset or OREO) is,  and has at all  times  been,  in  material
compliance with applicable  Environmental Law, as hereinafter defined.  Delaware
does not own or lease any real property and has not since its incorporation.  To
CNBT's  knowledge,  there are no pending or  threatened,  and there have been no
administrative, regulatory, or judicial actions, suits, demands, demand letters,
claims,  liens,  notices  of  noncompliance  or  violation,  investigations,  or
proceedings  relating in any way to any  Environmental  Law relating to the real
property  owned by CNBT or the Bank. To CNBT's  knowledge,  (i) no real property
owned by CNBT or the Bank has at any time been  used by CNBT or the Bank,  or by
any  person,  as a  landfill  or for the  storage or  disposal,  or as a site of
spilling, dumping, depositing, or otherwise disposing of, any hazardous or toxic
substances or waste;  and (ii) no real property owned by CNBT or the Bank is, or
has  been,  an   industrial   site  or  landfill.   For  the  purposes   hereof,
"Environmental  Law" means any federal,  state,  or local  statute,  law,  rule,
regulation,  ordinance, code, policy, or rule of common law now in effect and in
each case as amended and any judicial or administrative  interpretation thereof,
including any judicial or administrative  order,  consent,  decree, or judgment,
relating to the environment, health, safety or "hazardous materials," "hazardous
wastes," "toxic  substances,"  "toxic  pollutants,"  "contaminants," or words or
terms of similar  import  (including  under any  Environmental  Law),  including
without limitation the Comprehensive  Environmental  Response,  Compensation and
Liability  Act of 1980,  as  amended,  42  U.S.C.  9601 et seq.,  the  Hazardous
Materials  Transportation  Act, as amended, 49 U.S.C. 1801 et seq., the Resource
Conservation and Recovery Act, as amended,  42 U.S.C.  6901 et seq., the Federal
Water  Pollution  Control  Act, as amended,  33 U.S.C.  1251 et seq.,  the Toxic
Substances  Control  Act, 15 U.S.C.  2601 et seq.,  the Clean Air Act, 42 U.S.C.
7401 et seq.,  the Safe Drinking  Water Act, 42 U.S.C.  3808 et seq.,  the Texas
Solid Waste  Disposal  Act,  Tex.  Health & Safety Code Ann.  Ch. 361, the Texas
Clean Air Act,  Tex.  Health & Safety Code Ann.  Ch. 382,  the Texas Water Code,
Tex. Water Code Ann., and the Texas Hazardous  Substances  Spill  Prevention and
Control Act,  Tex.  Water Code Ann.  Section  2.12.  Zoning and Related Laws. To
CNBT's knowledge,  all real property owned or leased by CNBT or the Bank and the
use thereof complies with all applicable laws, ordinances,  regulations, orders,
or requirements, including without limitation, building, zoning, and other laws,
except as to any  violations  which would not have a material  adverse affect on
the financial condition of CNBT or the Bank.

     Section 2.13.  Compliance with Law. CNBT,  Delaware,  and the Bank have all
licenses,  franchises,  permits, and other governmental  authorizations that are
legally  required to enable them to conduct their  respective  businesses in all
material respects and are in compliance with all applicable laws and regulations
(including  the  Employee   Retirement   Income  Security  Act  and  regulations
promulgated pursuant thereto) except to the extent that the failure to so comply
could not have a material adverse effect on CNBT, Delaware or, the Bank.

     Section 2.14. Agreements with Regulatory Agencies.  None of CNBT, Delaware,
or the Bank is subject to any  cease-and-desist  or other order  issued by, or a
party to any written agreement or memorandum of understanding with or is a party
to any commitment  letter or similar  undertaking to, or is subject to any order
or directive, or is a recipient of any extraordinary supervisory letter from, or
has  adopted  any  board  resolutions  at the  request  of  (each a  "Regulatory
Agreement") any regulatory  agency that materially  restricts the conduct of its
business  or that in any manner  relates  to its  capital  adequacy,  its credit
policies,  its management or its business,  nor have CNBT, Delaware, or the Bank
been  advised  by any  regulatory  agency  that  it is  considering  issuing  or
requesting any Regulatory Agreement.

     Section  2.15.  Employees.  Except as set forth in Schedule  2.15  attached
hereto,  (i) none of the  employees of CNBT,  Delaware,  or the Bank is employed
under any employment contract (oral or written) that will survive the Merger and
(ii) none of CNBT, Delaware, or the Bank have any employee benefit plans.


<PAGE>

     Section 2.16. Contracts and Commitments.  A list of all contracts,  leases,
and  commitments,   other  than  deposit,  safe  deposit,  credit,  and  lending
transactions entered into in the ordinary course of the Bank's banking business,
which are material to the business,  operations, or financial condition of CNBT,
Delaware,  or the Bank as of this date is set forth in  Schedule  2.16.  For the
purpose of Schedule 2.16, materiality shall mean those contracts and commitments
for which payment or other consideration to be furnished by CNBT,  Delaware,  or
the Bank is more than $25,000.  CNBT,  Delaware,  and the Bank have performed in
all material  respects and are  performing  all material  contractual  and other
obligations required to be performed by them.

     Section 2.17. Sale of Credit Card Portfolio - Sponsored  Accounts.  Without
limiting any other  representation made herein,  CNBT,  Delaware,  and Bank will
suffer  no  loss  by  reason  of  the  guarantee  by  CNBT  and/or  Bank  of the
collectibility  of  those  accounts  known  as  the  Sponsored  Accounts,  which
guarantee  was  given in  connection  with the sale of the  Bank's  Credit  Card
Portfolio.

                                   ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF BOKF

     In order to induce CNBT to enter into,  execute,  deliver and perform  this
Agreement, BOKF represents and warrants to CNBT as follows:

     Section 3.1.  Organization,  Standing and Power. BOKF is a corporation duly
organized,  validly existing,  and in good standing under the State of Oklahoma.
BOKF (i) has all  requisite  power and  authority  to execute and  deliver  this
Agreement  and to perform its  obligations  hereunder,  and to own,  lease,  and
operate its properties and to carry on its business as now being conducted;  and
(ii) is a bank holding company registered with the Fed under the BHCA.

     Section 3.2. Authority.  The execution and delivery of this Agreement,  the
consummation  of the Merger and  payment of the Merger  Consideration  , and the
other transactions  contemplated hereby have been duly and validly authorized by
all necessary corporate action on the part of BOKF. This Agreement has been duly
executed  by BOKF and  constitutes  the valid and  binding  obligation  of BOKF,
enforceable   in   accordance   with  its  terms  and   conditions,   except  as
enforceability  may  be  limited  by  bankruptcy,  conservatorship,  insolvency,
moratorium, reorganization, receivership, or similar laws and judicial decisions
affecting the rights of creditors  generally and by general principles of equity
(whether applied in a proceeding at law or in equity). Neither the execution and
delivery of this  Agreement,  the  consummation of the Merger and payment of the
Merger  Consideration  )and the  other  transactions  contemplated  hereby,  nor
compliance by BOKF with any of the  provisions  hereof will (i) conflict with or
result in a breach of any provision of its Articles of  Incorporation  or Bylaws
or constitute a default (or give rise to any right of termination, cancellation,
or acceleration) under any of the terms, conditions,  or provisions of any note,
bond, mortgage, indenture, license, agreement, or other instrument or obligation
to which BOKF is a party,  or by which it or any of its properties or assets may
be bound  except for such  conflict,  breach,  or default as to which  requisite
waivers or consents  either  shall have been  obtained by BOKF by the  Effective
Time,  or the obtaining of which shall have been waived by CNBT, or (ii) violate
any order, writ, injunction,  decree, statute, rule, or regulation applicable to
BOKF  or any of  its  properties  or  assets.  No  consent  or  approval  by any
governmental authority,  other than compliance with applicable federal and state
securities  and  banking  laws  and  regulations  of the  Fed,  is  required  in
connection  with the  execution  and  delivery by BOKF of this  Agreement or the
consummation by BOKF of the Merger and payment of the Merger  Consideration  and
the other transactions contemplated hereby.


<PAGE>

     Section 3.3.  Subsidiaries.  Each of BOKF's subsidiaries is duly organized,
validly existing, and in good standing under the laws of the jurisdiction of its
incorporation  and has the corporate power to own its respective  properties and
assets,  to incur  its  respective  liabilities  and to carry on its  respective
business as now being conducted.

     Section 3.4. Financial Information. The consolidated balance sheets of BOKF
and its subsidiaries as of December 31, 1999 and related consolidated statements
of income,  changes in  stockholders'  equity and cash flows for the three years
ended  December 31, 1999,  together with the notes  thereto,  included in BOKF's
Annual  Report on Form 10-K for the year ended 1999,  as  currently on file with
the  SEC  and  the  unaudited   consolidated  balance  sheet  of  BOKF  and  its
subsidiaries as of June 30, 2000, and the related unaudited  consolidated income
statement and statements of changes in  stockholders'  equity and cash flows for
the sixmonths  then ended included in BOKF's  Quarterly  Report on Form 10-Q for
the quarter then ended,  as currently on file with the SEC  (together  the "BOKF
Financial Statements"), have been prepared in accordance with generally accepted
accounting  principles  applied  on a  consistent  basis  (except  as  disclosed
therein)  and  fairly  present  the  consolidated  financial  position  and  the
consolidated  results of operations,  changes in  stockholders'  equity and cash
flows of BOKF and its  consolidated  subsidiaries  as of the  dates  and for the
periods  indicated  (subject,  in the case of interim financial  statements,  to
normal recurring year-end adjustments, none of which will be material).

     Section 3.5.  Absence of Changes.  Since June 30, 2000,  there has not been
any  material  adverse  change  in  the  financial  condition,  the  results  of
operations,  or the business of BOKF and its subsidiaries  taken as a whole, nor
have there been any events or transactions having such a material adverse effect
which  should be disclosed in order to make the BOKF  Financial  Statements  not
misleading.   Notwithstanding  the  foregoing,  any  changes  in  banking  laws,
generally accepted  accounting  principles,  prevailing  interest rates or other
developments  which affect the entire banking  industry  generally  shall not be
deemed to be a material adverse change in the financial  condition,  the results
of operations or the business of BOKF and its subsidiaries taken as a whole.

     Section 3.6. Litigation. There is no litigation, claim, or other proceeding
pending or, to the  knowledge  of BOKF,  threatened,  against BOKF or any of its
subsidiaries,  of which the  property of BOKF or any of its  subsidiaries  is or
would be subject  which if adversely  determined  would have a material  adverse
effect on the business of BOKF and its subsidiaries taken as a whole.

     Section 3.7. Reports. Since January 1, 1993 (in the case of subsidiaries of
BOKF,  the date of  acquisition  thereof by BOKF, if later) BOKF and each of its
significant subsidiaries has filed all reports and statements, together with any
amendments  required to be made with  respect  thereto,  that it was required to
file  with (i) the SEC,  (ii) the Fed,  (iii) the OCC,  (iv) the  FDIC,  (v) any
applicably  state  securities  or banking  authorities,  (vi) the  Nasdaq  Stock
Market, and (vii) any other  governmental  authority with jurisdiction over BOKF
or any of its significant  subsidiaries.  As of their respective  dates, each of
such reports and  documents,  as amended,  including the  financial  statements,
exhibits,  and  schedules  thereto,  complied in all material  respects with the
relevant  statutes,  rules,  and  regulations  enforced  or  promulgated  by the
regulatory  authority with which they were filed, and did not contain any untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.


<PAGE>

     Section 3.8.  Compliance  With Law. BOKF and its  significant  subsidiaries
have all licenses,  franchises,  permits, and other governmental  authorizations
that are legally required to enable them to conduct their respective  businesses
in all material  respects and are in  compliance  with all  applicable  laws and
regulations, except to the extent that the failure to so comply would not have a
material adverse effect on BOKF and its subsidiaries taken as a whole.

     Section  3.9.  Regulatory  Approvals.  BOKF  is not  aware  of  any  matter
(including,  but not limited to,  compliance  with capital  adequacy  guidelines
adopted  by the Fed and the  Community  Reinvestment  Act) that  would  delay or
prevent BOKF from  obtaining all  requisite  regulatory  approvals  necessary to
consummate the Merger as set forth in this Agreement.

     Section 3.10 Ability to Pay Merger Consideration.  BOKF will have available
to it as of the Closing Date, as a result of dividends or distributions from its
subsidiaries,   borrowings   on  its  existing   line  of  credit,   or  capital
contribution,  sufficient cash to pay the Merger  Consideration  as set forth in
Section 1.5 to the shareholders of CNBT.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF BOKSUB

     In order to induce CNBT to enter into,  execute,  deliver and perform  this
Agreement, BOKSub represents and warrants to CNBT as follows:

     Section 4.1. Organization, Standing and Power. BOKSub is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Texas,  with all requisite  power and authority to own,  lease,  and operate its
properties and to carry on its business as now being conducted.

     Section 4.2.  Authority.  The execution and delivery of this  Agreement and
the  consummation of the Merger  contemplated  hereby have been duly and validly
authorized by all necessary corporate action on the part of BOKSub.  Neither the
execution  and  delivery  of this  Agreement,  the  consummation  of the  Merger
contemplated  hereby,  nor the  compliance by BOKSub with any of the  provisions
hereof  will (i)  conflict  with or result in a breach of any  provision  of its
Articles of Incorporation or Bylaws or constitute a default (or give rise to any
right of termination,  cancellation,  or  acceleration)  under any of the terms,
conditions  or  provisions  of any note,  bond,  mortgage,  indenture,  license,
agreement,  or other  instrument or obligation to which BOKSub is a party, or by
which  it or any of its  properties  or  assets  may be  bound  except  for such
conflict,  breach,  or default as to which requisite  waivers or consents either
shall have been  obtained by BOKSub by the  Effective  Time, or the obtaining of
which  shall  have been  waived by BOKSub,  or (ii)  violate  any  order,  writ,
injunction,  decree, statute, rule, or regulation applicable to BOKSub or any of
its properties or assets. No consent or approval by any governmental  authority,
other than those required by applicable federal and state securities and banking
laws and  regulations is required in connection  with the execution and delivery
by BOKSub of this Agreement.


<PAGE>

                                    ARTICLE V
                              PRE-CLOSING COVENANTS

     Section 5.1. Access to Records and Properties of CNBT.

     (a) Between the date of this Agreement and the Effective  Time, CNBT agrees
to give BOKF  reasonable  access to all of its and the Bank's  premises,  books,
records  (including  tax  returns  filed  and those in  preparation),  financial
information,  and other  information  pertinent  to its  operations,  including,
without  limitation,   access  to  independent  auditors  with  respect  to  the
preparation  of the financial  statements and tax planning of CNBT and the Bank;
provided, however, that any such investigation shall be conducted in such manner
as not to interfere  unreasonably  with the operation of the business of CNBT or
the  Bank.  CNBT  will  cooperate  fully  in  permitting  BOKF  to  make  a full
investigation of the business,  properties,  financial condition and investments
of CNBT and the Bank, in the preparation of all applications, reports, and other
documents necessary or advisable for the successful consummation of the Merger.

     (b) BOKF will treat and hold  confidential  any information  concerning the
business  and  affairs  of  CNBT,  Delaware  or the Bank  that is not  generally
available to the public  ("Confidential  Information")  it receives  from any of
CNBT, Delaware, the Bank, or their respective shareholders, officers, directors,
or agents, in the course of its review of CNBT,  Delaware or the Bank. BOKF will
not use any of the  Confidential  Information  except  in  connection  with this
Agreement.  If this Agreement is terminated for any reason whatsoever,  BOKF and
BOKSub will promptly return to CNBT, Delaware,  or the Bank, as the case may be,
all tangible embodiments (and all copies) of the Confidential  Information which
are in its possession, and will not at any time use any Confidential Information
for any  business  purpose or disclose it to any third  party.  Any  information
provided  to BOKF by  CNBT,  Delaware  or the Bank  shall  not be  deemed  to be
Confidential  Information  if: (i) it was in BOKF's lawful  possession or within
BOKF's knowledge at the time of disclosure;  (ii) at the time of disclosure,  it
was in the public domain; (iii) after CNBT's disclosure,  it becomes, through no
act or omission on BOKF's part,  in the public  domain;  or (iv) it was lawfully
and  independently  obtained  by BOKF  from a third  party  who was not under an
obligation of confidentiality.

     Section 5.2.  Operation of the Business of CNBT.  CNBT agrees that from the
date hereof to the Effective  Time,  except as contemplated by this Agreement or
to the extent that BOKF shall  otherwise  consent  (which  consent  shall not be
unreasonably withheld),

     (a) CNBT will operate its business  substantially as presently operated and
only in the ordinary course,  and,  consistent with such operation,  it will use
its reasonable best efforts to preserve intact its present business organization
and its relationships with persons having business dealings with it.

     (b) CNBT  will  maintain  and keep its  properties  in as good  repair  and
condition as at present,  except for  depreciation due to ordinary wear and tear
and  damage  due to  casualty,  maintain  in full  force  and  effect  insurance
comparable in amount and scope of coverage to that now  maintained,  perform all
its obligations under contracts,  leases and documents  relating to or affecting
its  assets,  properties  and  business,  and fully  comply with and perform all
material  obligations  and  duties  imposed  upon  it  by  applicable  laws  and
governmental rules, regulations and orders imposed by governmental authorities.

<PAGE>

     (c) Except as expressly  permitted by subsections  (e), (f), and (g) below,
CNBT will not, other than in the ordinary course of business and consistent with
CNBT's or the Bank's prior practices,  (i) grant any material salary increase to
any  officer or employee  or enter into any new bonus,  incentive  compensation,
deferred compensation,  profit sharing,  retirement,  severance,  pension, group
insurance, or other benefit plan, or any new employment or consulting agreement;
(ii) create or  otherwise  become  liable with respect to any  indebtedness  for
money borrowed or purchase money indebtedness; (iii) make or allow any amendment
of its Articles of Association, Articles of Incorporation, or Bylaws; (iv) issue
or contract to issue any shares of CNBT Common or securities exchangeable for or
convertible  into CNBT  Common,  except in  connection  with the exercise of the
Stock Options; (v) purchase any shares of CNBT Common; (vi) enter into or assume
any material contract or obligation; (vii) incur a lien on any of its properties
either real or personal;  (viii) make any  substantial  renovation of any of its
properties  or enter  into any  lease or  agreement  involving  any  substantial
obligation; or (ix) waive any right of substantial value.

     (d) From August 1, 2000,  until the Closing  Date,  CNBT will not pay total
dividends  exceeding  the amount of earnings at CNBT, on a  consolidated  basis,
during  such  period,  CNBT will not pay  dividends  in excess of $0.12  (twelve
cents) per calendar  quarter for each of two calendar  quarters plus one special
dividend not exceeding $0.07 (seven cents), and CNBT will not permit the Bank to
pay any  dividend  that would cause the Bank to no longer be "well  capitalized"
under applicable federal capital adequacy guidelines.

     (e)  Notwithstanding  anything in this  Agreement to the contrary,  (i) the
Stock  Options may be  exercised  and CNBT may issue CNBT  Common in  connection
therewith and otherwise perform its obligations  thereunder;  and (ii) the Stock
Option  exercise  dates may be accelerated or extended in the discretion of CNBT
subject to the  provisions  of this  Agreement  respecting  the exercise of such
Stock Options in connection with the consummation of the Merger.

     (f)  Notwithstanding  anything in this Agreement to the contrary,  CNBT may
pay usual and customary bonuses (consistent with prior practice.

     (g)  Notwithstanding  anything in this Agreement to the contrary,  CNBT may
(subject  to the  approval  of BOKF  which  approval  shall not be  unreasonably
denied,  withheld, or delayed) commit to pay to certain key employees of CNBT or
the Bank (who do not enter into  employment  or  noncompetition  agreements)  an
aggregate  amount of $75,000 in  consideration  of such employees  entering into
retention agreements whereby such employees would continue their employment with
CNBT or the Bank at least  through the earlier of (i)  February 28, 2002 or (ii)
the date of the data  processing  conversion of the Bank to the data  processing
system used by Bank of Texas, National Association ("BOT").

     Section 5.3. Regulatory Approvals and Cooperation.


<PAGE>

     (a) BOKF and BOKSub shall promptly,  but in no event later than twenty (20)
days after the date of this Agreement, file or cause to be filed applications to
fulfill all governmental,  regulatory and other requirements (including, without
limitation,  obtaining the approval of the OCC, the FDIC,  the Fed, SEC,  and/or
any other governmental entity having jurisdiction over CNBT, Delaware, the Bank,
or BOKF and pay all fees and expenses associated therewith) required by BOKF, or
BOKSub for the completion of the transaction contemplated by this Agreement; and
promptly furnish CNBT with copies of all such regulatory filings.

     (b) CNBT shall take all action  necessary and fully cooperate in good faith
with BOKF and BOKSub to bring about the Merger contemplated by this Agreement as
soon as practicable.  CNBT will give any notices to third parties, and CNBT will
use its  best  efforts  to  obtain  any  third  party  consents,  that  BOKF may
reasonably request in connection with the consummation of the Merger.

     Section  5.4.  Public  Disclosure.  None  of  BOKF,  BOKSub,  CNBT,  or any
representative of said parties,  will make any public disclosure concerning this
Agreement or the Merger  contemplated  herein without the mutual consent of each
of the other  parties  hereto  to the  timing  and  content  of the  disclosure;
provided,  however,  the parties hereto may make any disclosure (i) necessary to
maintain  compliance with applicable federal or state laws or regulations,  (ii)
required in connection  with the making of any  application  necessary to effect
the Merger,  or (iii) as contemplated by Section 5.6.  Section 5.6.  Shareholder
Approval. CNBT, acting through its Board of Directors, shall, in accordance with
applicable law:

     (a)  Duly  call,  give  notice  of,  convene,  and  hold a  meeting  of its
shareholders on a date mutually  selected by BOKF and CNBT (the  "Shareholders's
Meeting") for  submission of this  Agreement and the Merger for approval of such
shareholders as required by the TBCA,

     (b) Subject to its fiduciary duties to the shareholders of CNBT, include in
the Proxy  Statement  (as  defined  below)  the  recommendation  of its Board of
Directors  that the  shareholders  of CNBT  vote in favor  of the  approval  and
adoption of the Agreement and the Merger,

     (c) Shall  file with the SEC as soon as  reasonably  practicable  after the
date hereof the Proxy Statement and shall use all reasonable efforts to have the
Proxy Statement approved by the SEC as promptly as practicable, and

     (d) Cause the Proxy  Statement to be mailed to the  shareholders of CNBT as
soon as  practicable,  and take such other action as is reasonably  necessary to
obtain approval of the Agreement and the Merger from its shareholders.

The letter to  shareholders,  notice of meeting,  proxy  statement,  and form of
proxy to be distributed to  shareholders  of CNBT in connection  with the Merger
and the Merger Agreement shall be in form and substance reasonably  satisfactory
to BOKF and are collectively referred to herein as the "Proxy Statement."

     Section 5.7. No Solicitation.


<PAGE>

     (a)  Prior  to  the  Effective  Time,   unless  this  Agreement  is  sooner
terminated,  CNBT  shall  not,  nor shall CNBT  permit  any  officer,  director,
employee, agent or representative of CNBT or the Bank to, directly or indirectly
(i) solicit,  initiate or encourage  inquiries or proposals  with respect to the
merger of CNBT or the sale of any of the shares of CNBT Common or other material
asset(s) of CNBT (any such  transaction  being  referred  to as an  "Acquisition
Transaction") from any party other than BOKF, or (ii) enter into any Acquisition
Transaction with any party except as set forth in this Agreement.

     (b)  Notwithstanding  the  provisions of paragraph (a) above,  CNBT may, in
response to an  unsolicited  written  proposal  with  respect to an  Acquisition
Transaction  ("Acquisition  Proposal"),  furnish  (subject to the execution of a
confidentiality   agreement  and  standstill  agreement  containing   provisions
substantially  similar  to the  confidentiality  and  standstill  provisions  of
Section  5.1(b) hereof  confidential  or non-public  information  concerning its
business,   properties,   or  assets  to  a  financially  capable   corporation,
partnership,  person,  or other  entity or group (a  "Potential  Acquiror")  and
negotiate  with such  Potential  Acquiror if (i) the board of  directors of CNBT
after consulting with one or more of its financial advisers, concludes that such
Acquisition  Proposal (if  consummated  pursuant to its terms) would result in a
transaction more favorable to CNBT's shareholders than the Merger and (ii) based
upon advice of its legal  counsel,  its board or  directors  determines  in good
faith that the failure to provide such  confidential and non-public  information
to such Potential  Acquiror  would  constitute a breach of its fiduciary duty to
its  shareholders  (any such  Acquisition  Proposal  meeting the  conditions  of
clauses (i) and (ii) being referred to as a "Superior Proposal").

     (c) CNBT shall  immediately  notify BOKF after  receipt of any  Acquisition
Proposal or any request for nonpublic  information  relating to CNBT or the Bank
in  connection  with an  Acquisition  Proposal or for access to the  properties,
books,  or records of CNBT or the Bank by any person or entity that  informs the
CNBT  board  of  directors  that  it is  considering  making,  or has  made,  an
Acquisition  Proposal.  Such  notice to BOKF shall be made orally and in writing
and shall  indicate  in  reasonable  detail the  identity of the offeror and the
terms and conditions of such proposal, inquiry, or contact.

     Section 5.8.  Restrictions on Indebtedness.  CNBT agrees that from the date
hereof to the Effective Time,  except as  contemplated  by this Agreement,  CNBT
shall not 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:

     (a) Extensions of credit,  loans and  guarantees (i) less than  $500,000per
transaction  or (ii) less  than  $1,000,000  with  existing  customers  (related
credits  being  aggregated  for this  purpose) made by the Bank in the usual and
ordinary  course of its banking  business,  consistent  with prior practices and
policies;  provided,  however,  that the consent of BOKF shall be deemed to have
been given  unless  earlier  given or denied in writing (i) with  respect to any
loan presented at a regularly scheduled meeting of the Bank's Loan Committee, at
the later of 3:00 p.m. on the business day of such meeting or the adjournment of
such  meeting,  provided  that all  information  provided  to the members of the
Bank's Loan Committee with respect to such loan is delivered to BOKF at the same
time it is delivered  to such  committee  members,  and (ii) with respect to all
other  loans,  at the close of business on the next  business  day after  BOKF's
consent is  requested  and all  information  relating to the making,  renewal or
alteration of such loan is furnished to BOKF.

     (b) Legal  investments by the Bank in the usual and ordinary  course of its
banking business consistent with prior practices and policies.


<PAGE>

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

     Section 5.9.  Information for Proxy Statement and  Applications.  BOKF will
promptly furnish to CNBT all information concerning BOKF and BOKSub required for
inclusion in (a) the Proxy  Statement and (b) any application or statement to be
made by CNBT or filed by CNBT with any body in connection with the  transactions
contemplated  by this  Agreement,  and BOKF  represents  and  warrants  that all
information so furnished for such Proxy Statement and applications shall be true
and  correct  in all  material  respects  and shall not omit any  material  fact
required to be stated therein or necessary to make the statements made, in light
of the  circumstances  under which they were made,  not  misleading.  BOKF shall
otherwise  fully  cooperate  with  CNBT  and  the  Bank  in  the  filing  of any
applications  or  other  documents  necessary  to  consummate  the  transactions
contemplated by this Agreement, including the Merger. BOKF shall promptly notify
CNBT in  writing  if BOKF  becomes  aware of any fact or  condition  that  makes
untrue, or shows to have been untrue,  in any material respect,  and schedule or
any other information  furnished to CNBT or any  representation or warranty made
in or pursuant to this Agreement.

     Section 5.10 Repositioning of Securities Portfolio. From and after the date
of this Agreement, CNBT shall cause the Bank to consult with BOKF concerning the
advisability  of  repositioning  the  Bank's  securities  portfolio,   including
consideration  of moving  to  overall  shorter  maturities;  provided,  however,
without limiting the generality of the foregoing the Bank shall not be obligated
in any event to sell any security at a loss.

     Section  5.11  BOKF  Guest  Attendance  at CNBT and Bank  Board,  Asset and
Liability  Committee,  and Loan Committee  Meetings.  From and after the date of
this   Agreement,   CNBT  and  the  Bank  shall  extend  an  invitation  to  two
representatives  of BOKF  designated by BOKF to attend as guests all meetings of
the boards of directors  and all meetings of the Asset and  Liability  Committee
and Loan Committee of CNBT and the Bank; provided, however, such representatives
shall excuse themselves, if requested, from such meetings while any confidential
matters  respecting the rights and  obligations of the parties  pursuant to this
Agreement are being discussed.  The  representatives  may differ from meeting to
meeting.

                                   ARTICLE VI
                     CONDITIONS OF MERGER - BOKF AND BOKSUB

     The obligations of BOKF and BOKSub to close the  transactions  contemplated
by this Agreement are subject to the  satisfaction of the following  conditions,
unless waived by BOKF and BOKSub.

     Section  6.1.  Representations  and  Warranties.  The  representations  and
warranties  of CNBT set forth in Article II hereof  shall be true and correct in
all  material  respects as of the date of this  Agreement  and as of the Closing
Date as though made on and as of the Closing Date, except as otherwise  provided
or  permitted by this  Agreement,  and BOKF shall have  received a  certificate,
executed by the President of CNBT to that effect.


<PAGE>

     Section 6.2.  Performance of Obligations of CNBT. CNBT shall have performed
all  obligations  and  agreements  required  to be  performed  by it under  this
Agreement in all material respects prior to or at the Closing.

     Section 6.3. Authorization of Merger. All action necessary to authorize the
execution,  delivery,  and  performance  of  this  Agreement  by  CNBT  and  the
consummation of the  transactions  contemplated  hereby shall have been duly and
validly taken by the Board of Directors of CNBT,  and CNBT shall have full power
and  right to merge on the  terms  provided  herein.  All  action  necessary  to
authorize and consummate the Merger contemplated hereby shall have been duly and
validly  taken by the  shareholders  of CNBT and holders of not more than 10% of
the CNBT  Common  shall  either  (i) file with CNBT  prior to the  Shareholders'
Meeting a notice of their  intent to  exercise  their  right to  dissent  to the
Merger or (ii) vote against the Merger at the Shareholders' Meeting.

                                   ARTICLE VII
                           CONDITIONS OF MERGER - CNBT

     The  obligation  of CNBT to close  the  transactions  contemplated  by this
Agreement is subject to the  satisfaction  of the following  conditions,  unless
waived by CNBT:

     Section  7.1.  Representations  and  Warranties.  The  representations  and
warranties  of BOKF and BOKSub set forth in Article  III and  Article IV hereof,
respectively,  shall be true and correct in all material respects as of the date
of this  Agreement  and as of the  Closing  Date as though made on and as of the
Closing Date, except as otherwise  provided or permitted by this Agreement,  and
CNBT shall have received a  certificate,  executed by the Presidents of BOKF and
BOKSub to that effect.

     Section 7.2. Performance of Obligations of BOKF. BOKF and BOKSub shall have
performed all  obligations  and agreements  required to be performed by it under
this Agreement in all material respects prior to or at the Closing.

     Section  7.3.  Authorization  of  Merger  by BOKF and  BOKSub.  All  action
necessary  to  authorize  the  execution,  delivery,  and  performance  of  this
Agreement  by BOKF and BOKSub and the  consummation  of the Merger  contemplated
hereby  shall have been duly and validly  taken by the Boards of  Directors  and
shareholders  of BOKF and BOKSub,  respectively,  and BOKSub and CNBT shall have
full power and right to merge on the terms provided herein.

     Section  7.4.  Authorization  of Merger by CNBT.  All action  necessary  to
authorize and consummate the Merger contemplated hereby shall have been duly and
validly taken by the shareholders of CNBT and holders of not more than one third
of the CNBT Common either (i) file with CNBT prior to the Shareholders'  Meeting
a notice of their  intent to  exercise  their  right to dissent to the Merger or
(ii) vote against the Merger at the Shareholders' Meeting.

     Section 7.5. Fairness  Opinion.  Provided CNBT shall have diligently sought
such an opinion,  CNBT shall have received from a recognized  investment banking
firm an  opinion,  dated as of the date on which  the Proxy  Statement  is first
distributed  to  the  shareholders  of  CNBT,  to the  effect  that  the  Merger
Consideration  is fair,  from a financial  point of view, to the holders of CNBT
Common.

                                  ARTICLE VIII
<PAGE>


              CONDITIONS TO RESPECTIVE OBLIGATIONS OF BOKF AND CNBT

     The  respective  obligations  of BOKF and CNBT under this Agreement are, at
their respective options, subject to the further condition that:

     Section 8.1. Governmental Approvals. The parties hereto shall have received
approval of the Merger as  contemplated  by this  Agreement  from all  necessary
governmental agencies and authorities,  including,  to the extent required,  the
Fed,  the OCC,  the  FDIC,  the SEC,  and such  approvals  shall  not have  been
contested by any Federal or state governmental  authority nor by any other third
party by formal  proceeding,  and none of such  approvals  or consents  shall be
subject to any terms or conditions that are unreasonable or unduly burdensome in
the opinion of the party  hereto  which is obliged to  discharge  or comply with
such term or  condition,  and all  applicable  regulatory  waiting  periods have
expired.  It is understood that if any contest as aforesaid is brought by formal
proceedings,  BOKF may,  but shall not be obligated  to,  answer and defend such
contest.

     Section 8.2. Documents. Each party hereto shall have received all documents
required  to be received  from the other party on or prior to the Closing  Date,
including  those set forth in  Section  9.3  hereof,  all in form and  substance
reasonably satisfactory to the receiving party.

     Section 8.3.  Litigation.  No action or  proceeding  shall have been taken,
threatened,  or instituted or be pending, and no statute, rule,  regulation,  or
order  shall  have  been  promulgated,  enacted,  entered,  enforced,  or deemed
applicable to the  acquisition  by any  governmental  authority or by any court,
including the entry of a  preliminary  or permanent  injunction,  that would (a)
make  the  Agreement  or  any  other  agreement   contemplated  hereby,  or  the
transactions contemplated hereby, illegal, invalid, or unenforceable, (b) impose
material  limits in the ability of any party to this Agreement to consummate the
Agreement or the transactions  contemplated  hereby,  or (c) subject CNBT or the
Bank or any officer, director,  shareholder,  or employee thereof to criminal or
civil liability.

     Section  8.4.  Employee  Severance   Agreements.   All  Employee  Severance
Agreements  between  employees and CNBT,  Delaware,  and/or Bank shall have been
amended  (which  amendment  CNBT  shall use  reasonable  efforts to obtain) in a
manner  approved by BOKF  (provided  such approval is not  unreasonably  denied,
withheld, or delayed),  including the subparagraph (1) of the definition of Good
Reason.

                                   ARTICLE IX
                                     CLOSING

     Section 9.1.  Closing.  The closing (the "Closing") for the consummation of
the  transactions  contemplated  by this Agreement  shall take place at the main
offices of Bank at 10:00 a.m.  Houston  time on the Closing  Date  described  in
Section 9.2, unless another date or place is agreed to in writing by the parties
hereto.


<PAGE>

     Section 9.2. Closing Date;  Effective Time. The Closing shall take place on
a date (the  "Closing  Date")  mutually  agreeable to BOKF and CNBT,  which date
shall  be the  later  of ten  (10)  days  after  the  receipt  of all  necessary
regulatory,  corporate,  and other approvals and the expiration of any mandatory
waiting periods and a mutually agreeable date on or after January 3, 2001 and on
or prior to January 11, 2001, provided, however, that the Closing Date shall not
occur later than January 30, 2001 Subject to the terms and  conditions set forth
herein,  including  receipt of all  regulatory  approvals,  the Merger  shall be
effective  upon the later of the filing of, or the date and time  specified  in,
the Certificate of Merger relating to the Merger and filed with the Secretary of
State of the State of Texas (the  "Effective  Time"),  and the parties shall use
their best efforts to cause the Effective Time to occur on the Closing Date.

     Section 9.3. Closing Deliveries.

     (a) At the Closing, CNBT shall deliver to BOKF and BOKSub:

          (i) a certified copy of the Articles of Incorporation,  Certificate of
     Incorporation, or Articles of Association of CNBT, Delaware, and the Bank;

          (ii) a certificate,  signed by an appropriate  officer of CNBT, acting
     solely in his capacity as an officer of CNBT,  stating that (A) each of the
     representations and warranties  contained in Article II is true and correct
     in all material respects at the time of the Closing with the same force and
     effect as if such  representations and warranties had been made at Closing,
     and (B) all of the  conditions set forth in Article VII have been satisfied
     or waived as provided therein;

          (iii) a certified copy of the resolutions of CNBT's Board of Directors
     and  shareholders,  as required for valid approval of the execution of this
     Agreement  and the  consummation  of the Merger and the other  transactions
     contemplated hereby;

          (iv) good  standing and existence  certificates,  dated a recent date,
     duly  certifying  the existence and good standing of CNBT in Texas Delaware
     in Delaware, and Bank with the OCC;

          (v)  executed   employment   agreements   for  B.  Ralph  Williams  in
     substantially the form as attached hereto as Exhibit "A";


          (vii) an opinion of the accounting  firm of Mann,  Frankfort,  Stein &
     Lipp P.C., or another  accounting firm mutually agreed to by CNBT and BOKF,
     in a form reasonably  acceptable to BOKF, opining that no payment, of which
     such accounting firm has knowledge,  to any employee of CNBT, Delaware,  or
     the Bank is an excess parachute  payment within the meaning of Section 280G
     of the Code; and,

          (viii) a resolution  of the Board of Directors of CNBT  approving  the
     merger of CNBT's profit sharing plan into the defined  contribution plan of
     BOKF.

     (b) At the Closing, BOKF shall deliver to CNBT:

          (i)  certified  copies of the  Articles of  Incorporation  of BOKF and
     BOKSub;


<PAGE>

          (ii) a certificate signed by an appropriate officer of BOKF and BOKSub
     stating that (A) each of the  representations  and warranties  contained in
     Article III and IV is true and correct in all material respects at the time
     of the  Closing  with the same force and effect as if such  representations
     and warranties  have been made at Closing and (B) all of the conditions set
     forth in Article VI have been satisfied;

          (iii) a certified copy of the resolutions of BOKF's Board of Directors
     authorizing  the execution of this  Agreement and the  consummation  of the
     transactions contemplated hereby;

          (iv) a  certified  copy  of  the  resolutions  of  BOKSub's  Board  of
     Directors and shareholder,  as required for valid approval of the execution
     of this Agreement and the  consummation  of the  transactions  contemplated
     hereby;

          (v) good  standing and  existence  certificates,  dated a recent date,
     duly certifying the existence and good standing of BOKSub in Texas;

          (vi)  executed   employment   agreements  for  B.  Ralph  Williams  in
     substantially the form as attached hereto as Exhibit "A"; and

          (viii) evidence of the approval of all regulatory authorities required
     for the  consummation  of the Merger and the  transactions  contemplated by
     this Agreement.

                                    ARTICLE X
                                   TERMINATION

     Section  10.1.  Termination.  This  Agreement may be terminated at any time
prior to the Effective Time by:

     (a) The mutual  consent of the  respective  Boards of Directors of BOKF and
CNBT;

     (b) BOKF if the  conditions  set forth in Article VI hereof  shall not have
been met;

     (c) CNBT if the  conditions  set forth in Article VII hereof shall not have
been met;

     (d) BOKF if the  conditions set forth in Article VIII hereof shall not have
been met through no fault of, or reason attributable to, BOKF;

     (e) CNBT if the  conditions set forth in Article VIII hereof shall not have
been met through no fault of, or reason attributable to, CNBT, Delaware,  or the
Bank;

     (f) CNBT if (i) CNBT  receives an offer from a third party  (excluding  any
affiliate of CNBT or any group of which any  affiliate of CNBT is a member) with
respect to an  Acquisition  Proposal,  and (ii) the board of  directors  of CNBT
determines,  in good faith and after consultation with an independent  financial
advisor,  that such  proposal  constitutes  a Superior  Proposal and resolves to
accept  such a Superior  Proposal,  and (iii) CNBT shall have given BOKF two (2)
days'  prior  written  notice of its  intention  to  terminate  pursuant to this
provision;

<PAGE>

     (g) BOKF if the board of directors of CNBT shall have  resolved to accept a
Superior Proposal; or

     (h) CNBT in the event the Closing has not occurred by January 30, 2001 , or
such other date as the parties hereto agree in writing.

Any party desiring to terminate this Agreement  pursuant to any of the foregoing
provisions  shall  give  notice  of  such  termination  to the  other  party  in
accordance with Section 12.2 hereof.

     Section 10.2.  Effect of Termination.  Without limiting any other relief to
which either party hereto may be entitled for breach of this  Agreement,  in the
event of the  termination  and  abandonment  of this  Agreement  pursuant to the
provisions  of Section 10.1 hereof,  no party to this  Agreement  shall have any
further liability or obligation in respect of this Agreement; provided, however,
that the  confidentiality  provisions  of  Section  5.1,  above,  shall  survive
termination.  Any such  termination  that  occurs  as a result  of a breach of a
representation  or warranty made in this  Agreement  that, at the time made, was
not known to the party  making  such  representation  to be untrue,  or any such
termination  that through no fault of any of the parties to this Agreement shall
be without  liability  to any of the  parties  hereto,  but if such  termination
results from the willful misrepresentation of a party or the wilful failure of a
party to fulfill a condition to the  performance  of the obligation of the other
party to this  Agreement,  such  party  shall be  fully  liable  for any and all
damages,  costs and expenses (including reasonable attorney's fees) sustained or
incurred by the other party or parties as a result of such failure or breach.

     Section  10.3.  Waiver  and  Amendment.  Any  term  or  provision  of  this
Agreement,  except statutory  requirements and requisite approvals of regulatory
authorities,  may be waived at any time by the party  which is  entitled  to the
benefits  thereof and this Agreement may be amended or  supplemented at any time
by the mutual agreement of BOKF,  BOKSub, and CNBT through action taken by their
respective Boards of Directors.

                                   ARTICLE XI
                              ADDITIONAL COVENANTS

     Section  11.1.  No  Survival.  None  of  the  representations,   covenants,
warranties, and agreements contained in this Agreement shall survive the Closing
and the Effective Time except (i) in accordance  with Section 11.2 and (ii) this
Agreement  shall  continue  and remain in full force and  effect  regarding  the
covenants  of BOKF that by their terms are to be performed  after the  Effective
Time  (including  without  limitation  the  provisions in Section 1.5 concerning
payment of the Merger Consideration and Sections 11.2, 11.3, 11.4, and 11.5) for
the period of the applicable statute of limitations.

     Section 11.2 Escrow.  At the Effective Time, BOKF shall establish an escrow
account ( the "Representation Escrow") with the Escrow Agent. The Representation
Escrow shall be governed by an escrow  agreement,  the form of which is attached
hereto as  "Exhibit  B" (the  'Representation  Escrow  Agreement:),  which shall
provide as follows:

<PAGE>

     (a) At the  Effective  Time,  BOKF shall  deposit the  principal  amount of
$1,000,000 into the Representation Escrow, which, together with (i) all interest
earned thereon, but reduced by (ii) any Representation  Allowed Escrow Claim (as
hereafter defined) is referred to herein as the Representation Escrow Funds".

     (b) The  Representation  Escrow Funds shall be invested in a certificate of
deposit at the Bank  maturing  one year from date,  at the rate and on the terms
and  conditions  generally  offered  by Bank  for  certificates  of  deposit  of
comparable  size and duration,  and upon maturity as necessary,  in  three-month
certificates  of  deposit  at Bank at the  rates  and on  terms  and  conditions
generally  offered by the Bank for  certificates of comparable size and duration
at each renewal  date,  provided  that any penalty for early  withdrawal of such
funds will either be waived by Bank or borne by BOKF.

     (c) The  representations,  warranties,  covenants  and  agreements  of CNBT
contained  in this  Agreement  shall  survive  the  Closing,  and BOKF  shall be
indemnified  and held harmless from any and all losses,  arising from any breach
by CNBT of any  such  representations,  warranties,  covenants,  and  agreements
(collectively,  "Losses"),  provided that (i) written notice of such Losses must
be given to CNBT on or before March 31, 2002, (ii) the sole remedy  available to
BOKF for Losses shall be limited  solely to a claim  against the  Representation
Escrow Funds,  (iii) all  payments,  if any, to be made in respect of any Losses
shall  be made  solely  from  the  Representation  Escrow  Funds,  (iv) the CNBT
shareholders  shall have no  obligations or liability for any such losses except
to the extent of the Representation Escrow Funds, and (v) no claim shall be made
for any Losses unless and until the aggregate  amount of all Losses shall exceed
$25,000.

     (d) In the event BOKF makes no claim for any Losses on or before  March 31,
2002, the  Representation  Escrow Agreement shall terminate and the Escrow Agent
shall, on or before April 15, 2002,  distribute the Representation  Escrow Funds
on a pro rata basis to the holders of the CNBT Common as of the Effective Time.

     (e) In the event BOKF makes a claim for Losses on or before March 31, 2002,
the Escrow Agent shall (i) on or before April 15, 2002, distribute on a pro rata
basis to the holders of the CNBT Common as of the Effective Time an amount equal
to the  Representation  Escrow  Funds less the  amount of all Losses  claimed by
BOKF, and (ii) continue to hold and invest the remaining  Representation  Escrow
Funds until such claim is resolved by (i) the mutual  agreement of a majority of
the Agents (as defined below) and BOKF, or (ii) a final adjudication determining
the merits of the BOKF claim, at which time the Representation  Escrow Agreement
shall terminate, the Escrow Agent shall pay the claim of BOKF as mutually agreed
or finally  adjudicated  (an  "Representation  Escrow Allowed  Claim"),  and the
Escrow Agent shall  distribute any remaining Escrow Funds on a pro rata basis to
the holders of the CNBT Common as of the Effective Time.

     (f) The  rights of the  holders  of the CNBT  Common in the  Representation
Escrow  and  the  Representation   Escrow  Funds  shall  not  be  assignable  or
transferable  except  by  operation  of  law or by  intestacy  and  will  not be
evidenced by any certificate or other interest.

     (g)  The  persons  who  are  members  of the  Board  of  Directors  of CNBT
immediately prior to the Closing shall collectively  serve as agents,  acting by
majority vote in the same manner as a board of directors  acting under the TCBA,
for the holders of the CNBT Common as of the Effective  Time and shall have full
authority  to act  for  and on  behalf  thereof  in  the  administration  of the
provisions  of this Section (the  "Agents").  The actions of the Agents shall be
deemed  actions taken by them as members of the Board of Directors of CNBT prior
to the Closing.

<PAGE>

     (h) BOKF shall pay the fees and costs of the Escrow  Agent with  respect to
the Representation Escrow.

     Section 11.3. Indemnification; Insurance.

     (a) From and after the  Effective  Time,  BOKF (the  "Indemnifying  Party")
shall indemnify and hold harmless each present and former director, officer, and
employee  of  CNBT  and  the  Bank  determined  as of the  Effective  Time  (the
"Indemnified  Parties")  against  any costs or  expenses  (including  reasonably
attorneys' fees),  judgments,  fines,  losses,  claims,  damages, or liabilities
(collectively,  "Costs")  incurred in connection with any claim,  action,  suit,
proceeding,  or  investigation,  whether civil or criminal,  administrative,  or
investigative,  arising out of matters  existing or occurring at or prior to the
Effective Time,  whether asserted or claimed prior to, at or after the Effective
Time to the fullest extent to which such Indemnified Parties were entitled under
the  Articles  of  Incorporation,  Certificate  of  Incorporation,  Articles  of
Association and Bylaws of CNBT, Delaware, and the Bank.

     (b) Any  Indemnified  Party  wishing  to claim  indemnification  under this
section,   upon  learning  of  any  such  claim,  action,  suit,  proceeding  or
investigation,  shall promptly notify the Indemnifying Party, but the failure to
so notify shall not relieve the indemnifying  Party of any liability it may have
to such  Indemnified  Party if such failure does not  materially  prejudice  the
Indemnifying Party. In the event of any such claim, action, suit, proceeding, or
investigation  (whether  arising  before or after the Effective  Time),  (i) the
Indemnifying  Party shall have the right to assume the  defense  thereof and the
Indemnifying Party shall not be liable to such Indemnified Parties for any legal
expenses of other counsel or any other  expenses  subsequently  incurred by such
Indemnified  Parties in connection with the defense thereof,  except that if the
Indemnifying  Party  elects  not to  assume  such  defense  or  counsel  for the
Indemnified  Party and the  Indemnified  Parties,  the  Indemnified  Parties may
retain counsel which is reasonably  satisfactory to the Indemnifying  Party, and
the Indemnifying Party shall pay, promptly as statements  therefor are received,
the  reasonable  fees and expenses of such counsel for the  Indemnified  Parties
(which may not exceed one firm in any jurisdiction unless the use of one counsel
for such  Indemnified  Parties  would  present  such  counsel with a conflict of
interest),  (ii) the  Indemnified  Parties will  cooperate in the defense of any
such  matter,  and  (iii) the  Indemnifying  Party  shall not be liable  for any
settlement effected without its prior written consent.

     (c) BOKF shall  maintain  its  existing  policy of  directors  and officers
liability insurance (or comparable coverage) for a period of not less than three
years after the  Effective  Time;  which  policy shall be amended,  however,  to
include the directors and officers of CNBT,  Delaware,  and the Bank,  and which
shall be a "claims made" policy providing coverage for (among other things) acts
or omissions occurring prior to the Effective Time.

     (d) In the event that BOKF or any of its  respective  successors or assigns
(i)  consolidates  with or  merges  into any other  person  and shall not be the
continuing or surviving corporation or entity of such consolidation or merger or
(ii)  transfers all or  substantially  all of its  properties  and assets to any
person,  then,  and in each such case, the successors and assigns of such entity
shall assume the obligations set forth in this Agreement,  which obligations are
expressly  intended  to  be  for  the  irrevocable  benefit  of,  and  shall  be
enforceable by, each director and officer covered hereby.


<PAGE>

     Section  11.4.  BOT Director  Position.  As soon as  practicable  after the
Effective  Time,  BOKF shall  cause  (pursuant  to a voting  agreement  with its
controlling shareholder or otherwise) the Chief Executive Officer of the Bank to
be elected as a member of the Board of Directors of BOT. BOKF shall  continue to
cause such person to be nominated  and elected as a director of BOT for a period
of two years after the  Effective  Time. If for any reason such person cannot or
will not serve as a director of BOKF,  BOKF and the board of  directors  of CNBT
shall  mutually  agree  to  designate  another  person  who was on the  Board of
Directors of CNBT as of the Effective Time to fill such position for such period
of time.

     Section 11.5.  Severance  Plan.  Prior to the Closing  Date,  the Bank will
enter into a severance  policy  providing for the payment to any employee who is
involuntarily  dismissed  within the first 180 days after the Closing  Date,  an
amount  equal to the  greater  of (a) one week's pay for each year of service or
portion thereof by such employee or (b) two weeks' pay, and BOKF will honor such
policy  after the Closing  with  respect to the  employees of the Bank as of the
Closing Date.

     Section 11.6.  Employee  Benefits.  BOKF presently  intends that, after the
Merger,  BOKF and CNBT will not make  additional  contributions  to the employee
benefit  plans  of  CNBT.  Each  employee  of CNBT  or any  direct  or  indirect
subsidiary  of CNBT who  remains  an  employee  of CNBT or BOKF or any direct or
indirect  subsidiary of CNBT or BOKF  immediately  after the Effective Time (the
"Continuing  Employees") will be entitled to participate in the employee benefit
plans and  programs  maintained  for  employees of BOKF and its  affiliates,  in
accordance with the respective terms of such plans and programs,  and BOKF shall
take  all  actions  necessary  or  appropriate  to  facilitate  coverage  of the
Continuing Employees in such plans and programs from and after the Closing Date,
subject to the following:

     (a) Each  Continuing  Employee will be entitled to credit for prior service
with CNBT for all purposes  under the employee  welfare  benefit plans and other
employee benefit plans and programs (other than those described in subsection(b)
below and any stock  option  plans)  sponsored  by BOKF or its  affiliates.  Any
preexisting  condition exclusion  applicable to such plans and programs shall be
waived with respect to any Continuing Employee. For purposes of determining each
Continuing  Employee's benefit for the year in which the Merger occurs under the
BOKF vacation program, any vacation taken by a Continuing Employee preceding the
Closing Date for the year in which the Merger  occurs will be deducted  from the
total BOKF vacation benefit available to such employee for such year.

     (b) Each  Continuing  Employee shall be entitled to credit for past service
with CNBT or any of its  direct or  indirect  subsidiaries  for the  purpose  of
satisfying any  eligibility or vesting  periods  applicable to the BOKF employee
pension benefit plans that are subject to Section 401(a) and 501(a) of the Code.
Notwithstanding  the foregoing,  BOKF shall not grant any prior years of service
credit to employees of CNBT, with respect to any defined benefit plans sponsored
(or contributed to) by BOKF; instead,  Continuing  Employees shall be treated as
newly hired  employees  of BOKF as of the date  following  the Closing  Date for
purposes of determining eligibility, vesting and benefit accruals thereunder.

                                   ARTICLE XII
                                  MISCELLANEOUS


<PAGE>

     Section  12.1.  Entire  Agreement.   This  Agreement  contains  the  entire
agreement  among  BOKF,  BOKSub,  and  CNBT  with  respect  to the  Merger,  and
supersedes  all prior  agreements  and  understandings  relating  to the subject
matter of this Agreement.

     Section 12.2.  Brokers.  CNBT  represents and warrants that except for Alex
Shesunoff & Co. Investment Banking,  no broker,  finder, or investment banker is
entitled to any  brokerage,  finder's,  or other fee or commission in connection
with the Merger or the  transactions  contemplated  by this Agreement based upon
arrangements made by or on behalf of CNBT and that the total of the compensation
payable to Alex Shesunoff & Co. not reflected in the Financial Statements and to
the entity  providing  the fairness  opinion  described in Section 7.5 shall not
exceed $600,000.

     Section  12.3.  Notices.  All  notices  or  other  communications  that are
required or permitted  hereunder shall be in writing and shall be deemed to have
been given or made on the date of  delivery,  in the case of hand  delivery,  or
three (3) business  days after  deposit in the United  States  Registered  Mail,
postage  prepaid,  or upon receipt if transmitted  by facsimile  telecopy or any
other means, addressed (in any case) as follows:

     If to BOKF or BOKSub:

         BOK Financial Corporation
         P.O. Box 2300
         Tulsa, OK 79192
         Attention: Mr. James F. Ulrich
         Telecopy No.: (918) 588-6853

         and

         Bank of Texas, N.A.
         5956 Sherry Lane, Suite 1800
         Dallas, Texas 75225
         Attention: Mr. C. Fred Ball, Jr., President
         Telecopy No.: (214) 987-8891

         With a Copy To:

         Frederic Dorwart, Lawyers
         Old City Hall
         124 East Fourth Street
         Tulsa, OK 74103-5010
         Attention: Frederic Dorwart, Esq.
         Telecopy No.: (918) 583-8251

     If to CNBT:

         CNBT Bancshares, Inc.
         5320 Bellaire Boulevard
         Bellaire, TX 77401

<PAGE>

         Attention B. Ralph Williams, President
         Telecopy No.: (713) 661-5539

         With a Copy To:

         Thompson Knight Brown Parker & Leahy LLP
         1200 Smith Street, Suite 3600
         Houston, Texas 77002
         Attention: John T. Unger
         Telecopy No.: 713-654-1871

     Section 12.4. Counterparts. This Agreement may be executed in any number of
counterparts,  and each such  counterpart  hereof,  including any facsimile copy
thereof, shall be deemed to be an original instrument, but all such counterparts
together shall constitute but one agreement.

     Section  12.5.  Governing  Law.  THIS  AGREEMENT  SHALL BE  GOVERNED BY AND
CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS,  WITHOUT  GIVING
EFFECT TO ANY CHOICE OR CONFLICT OF LAW  PROVISION  OR RULE THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF TEXAS.

     Section 12.6.  Venue.  ALL ACTIONS OR PROCEEDINGS  WITH RESPECT TO, ARISING
DIRECTLY OR  INDIRECTLY  IN  CONNECTION  WITH,  OUT OF,  RELATED TO OR FROM THIS
AGREEMENT OR ANY OF THE OTHER  DOCUMENTS  SHALL BE  LITIGATED  IN COURTS  HAVING
SITUS IN HOUSTON,  HARRIS COUNTY, TEXAS, AND EACH PARTY HERETO HEREBY SUBMITS TO
THE  JURISDICTION  OF ANY SUCH COURT IN ANY SUCH  ACTION  AND HEREBY  WAIVES ANY
RIGHTS  IT MAY HAVE TO  TRANSFER  OR  CHANGE  THE  JURISDICTION  OR VENUE OF ANY
LITIGATION BROUGHT AGAINST IT IN ACCORDANCE WITH THIS SECTION.

     Section 12.7.  Additional  Documentation.  As soon as practicable after the
Effective  Time,  the parties  hereto shall execute and file such  documents and
take such  other  actions  as may be  necessary  or  appropriate  to effect  the
transactions contemplated by this Agreement.

     Section  12.8.  Severability.  If any  provision  of this  Agreement or the
application  thereof to any person or  circumstance  shall,  to any  extent,  be
invalid or unenforceable,  the remainder of this Agreement,  and the application
of such  provision to persons or  circumstances  other than those to which it is
held invalid and unenforceable, shall not be affected thereby and each provision
of this Agreement shall be valid and enforced to the fullest extent permitted by
law.

     Section 12.9. Expenses.

     (a) Each  party  shall  bear and pay for all of its own costs and  expenses
incurred in connection with this Agreement or the Merger,  including  respective
fees and expenses of financial consultants, accountants and counsel.


<PAGE>

     (b) CNBT  hereby  agrees to , and shall,  pay to BOKF  $5,000,000  in funds
immediately  available in Dallas,  Texas not later than the second  Business Day
following  termination of this Agreement,  (i) if CNBT terminates this Agreement
pursuant to clause (f) of Section 10.1,  (ii) if BOKF  terminates this Agreement
pursuant to clause (d) of Section 10.1 due to CNBT's  breach of Section 6.2 , or
(iii) BOKF terminates this Agreement pursuant to clause (g) of Section 10.1.

     (c) BOKF  hereby  agrees  to, and shall,  pay to CNBT  $5,000,000  in funds
immediately  available in Houston,  Texas not later than the second Business Day
following  termination  of this  Agreement  if CNBT  terminates  this  Agreement
pursuant to clause (e) of Section  10.1  solely due to BOKF's  breach of Section
7.2.

     Section  12.10.  Exhibits.  The  exhibits  and  schedules  attached to this
agreement,  together with all documents  incorporated by reference therein, form
an  integral  part of this  Agreement  and are  hereby  incorporated  into  this
Agreement  wherever reference is made to them to the same extent as if they were
set out in full at the point in which the reference is made.  Items disclosed on
any Exhibit or Schedule to this Agreement shall be deemed to be disclosed on all
Exhibits or Schedules  hereto and the failure of CNBT to list any item on one or
more Exhibits or Schedules shall not give rise to a claim by BOKF or BOKSub.

     Section 12.11. Costs of Litigation. 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).

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date and year first above written.

                                       BOK FINANCIAL CORPORATION

                                       By: /s/ James Ulrich
                                          ----------------------
                                          James Ulrich, Senior Vice President

                                       BOKF MERGER CORPORATION NUMBER TEN

                                       By: /s/ James Ulrich
                                           ------------------------
                                          James Ulrich, Senior Vice President

                                       CNBT BANCSHARES, INC.

                                       By: /s/ B. Ralph Williams
                                           --------------------------
                                          B. Ralph Williams, President



S:\FD Law Files\BOk - 0061\CNBT Bancshares\P&A Agmt Execution 8.18.00(pm).wpd


<PAGE>

                                    Exhibit A
                                       to
              Agreement and Plan of Merger dated August ____, 2000

                              EMPLOYMENT AGREEMENT

     This  Employment   Agreement   ("Agreement")   is  made  this  ___  day  of
______________,  2000 (the  "Agreement  Date")  between  the  following  parties
("Parties"):
     (a) Citizens National Bank of Texas (the "Bank");
     (b) BOK Financial Corporation, an Oklahoma corporation ("BOKF"); and,
     (c) B. Ralph  Williams,  an individual  residing in Sugar Land,  Texas (the
"Executive").

     The Bank and Executive,  in consideration of the promises and covenants set
forth  herein (the receipt and  adequacy of which are hereby  acknowledged)  and
intending to be legally bound hereby, agree as follows:

(1) Purpose of This Agreement. The purpose of this agreement is as follows:

     a    The Bank is a national  association  organized under the National Bank
          Act. The Bank is engaged in the banking business in Texas.

     b    BOKF is a bank  holding  company and owns all of the capital  stock of
          Bank of Texas,  National  Association  ("BOT").  BOT is engaged in the
          banking business in Texas.

<PAGE>

     c    The Executive is currently  serving as Chief Executive  Officer of the
          Bank.  Except for that certain  Severance  Agreement dated November 3,
          1997 (the  "Severance  Agreement"),  the  Executive  currently  has no
          written  agreement of employment  with the Bank,  but the Executive is
          currently  receiving  salary  compensation and other benefits from the
          Bank (collectively, the "Current Benefits").

     d    Pursuant to an Agreement and Plan of Merger dated August _______, 2000
          (the "BHC Merger Agreement") among BOK Financial Corporation ("BOKF"),
          CNBT Bancshares, Inc. ("CNBT"), and BOKF Merger Corporation Number Ten
          ("BOKSub"), BOKF is acquiring indirect ownership of the Bank and it is
          anticipated  that at some date in the  future  the Bank will be merged
          into BOT (the  "Bank  Merger").  The  Closing  (as  defined in the BHC
          Merger Agreement) is hereafter referred to as "the consummation of the
          Merger  Agreement"  or the "BHC  Merger".  Upon and subject to the BHC
          Merger,  the Bank desires to retain the services of Executive  and the
          Executive desires to continue to render services to the Bank.

     e    The purpose of this Agreement is to set forth the terms and conditions
          (i) on which the Bank  shall,  subject to  consummation  of the Merger
          Agreement, employ the Executive from and after consummation of the BHC
          Merger Agreement and (ii) on which the Executive agrees not to compete
          with the Bank. As hereafter used,  "Bank" shall mean Citizens National
          Bank of Texas  preceding  the Bank Merger and Bank of Texas,  National
          Association following the Bank Merger

2 Employment.  The Bank hereby employs the Executive,  and the Executive  hereby
agrees to work for the Bank, on the following terms and conditions:

<PAGE>

     a    Executive  shall  serve as Chief  Executive  Officer of the Bank until
          such time as the Bank Merger is consummated and as President,  Bank of
          Texas -- Houston  (an  unincorporated  banking  division  of the Bank)
          following consummation of the Bank Merger, subject to the direction of
          the Chief Executive Officer of the Bank.

     b.   Executive shall devote all time and attention  reasonably necessary to
          the affairs of the Bank and shall serve the Bank diligently,  loyally,
          and to the best of his ability.

     c.   Executive  shall  serve in such other or  additional  positions  as an
          officer  and/or  director of the Bank or any of its  affiliates as the
          Chief Executive  Officer of the Bank may request;  provided,  however,
          Executive's  residence  and place of work shall  remain in the Houston
          area.

     d.   Notwithstanding  anything herein to the contrary,  Executive shall not
          be precluded  from  engaging in any  charitable,  civic,  political or
          community activity or membership in any professional organization.

3.  Compensation.  Except for any  compensation  which may become due  Executive
pursuant to Section 6(b) of that certain  Severance  Agreement  between the Bank
and Executive,  as the sole, full and complete compensation to the Executive for
the  performance  of all duties of Executive  under this  Agreement  and for all
services rendered by Executive to the Bank or to any affiliate of the Bank:

<PAGE>

     a.   The Bank shall pay to  Executive  the sum of $XXX,XXX  per year during
          the first and second  years of this  Agreement  and  $XXX,XXX per year
          during the third year of this  Agreement,  payable in  installments in
          arrears, less usual and customary payroll deductions for FICA, federal
          and state withholding, and the like, at the times and in the manner in
          effect in  accordance  with the usual and customary  payroll  policies
          generally in effect from time to time at the Bank  ("Annual  Salary").
          The Annual  Salary  may be  increased  during  the Term (as  hereafter
          defined), but shall not be decreased.

     b.   The Bank shall pay and provide to Executive pension,  thrift,  medical
          insurance,  disability  insurance  plan  benefits,  and  other  fringe
          benefits,  generally in effect for senior  executive  employees of the
          Bank and its affiliates (the "Additional  Benefits").  Executive shall
          be credited with his prior service at the Bank in BOKF's 401k plan and
          in connection  with the Additional  Benefits (other than in connection
          with BOKF's pension plan).  Executive shall not be credited with prior
          service in BOKF's  pension plan,  but shall (i) be able to participate
          in BOKF's pension plan  immediately upon the Closing of the BHC Merger
          and (ii) in the event Executive is not vested at the time  Executive's
          employment with the Bank is terminated (for whatever reason), the Bank
          shall pay Executive an amount equal to the pension plan  contributions
          made by the Bank in respect of Executive plus any earnings thereon.

<PAGE>

     c.   The Bank may, from time to time in Bank's sole  discretion  consistent
          with the practices  generally in effect for senior executive employees
          of  BOKF  and its  affiliates,  pay or  provide,  or  agree  to pay or
          provide,  Executive  a bonus,  stock  option,  or other  incentive  or
          performance based compensation.  All such bonus, stock option or other
          incentive or performance based compensation,  regardless of its nature
          (hereinafter called "Performance  Compensation")  shall not constitute
          Annual Salary.

     d.   The Bank  shall  reimburse  Executive  for  reasonable  and  necessary
          entertainment,  travel and other  expenses in  accordance  with BOKF's
          standard policies in general effect for senior executive  employees of
          the Bank (which  includes  dues for lunch clubs,  but does not include
          reimbursement for country club memberships or dues).

     e.   BOKF  shall  consider  Executive  for the award of  options to acquire
          shares of BOKF Common  Stock in respect of the BOKF stock  option plan
          at the time and on the same terms and conditions as offered  generally
          to the senior executive officers of the Bank.

     f.   The Executive shall be allowed vacation,  holidays, and other employee
          benefits not described  above in accordance  with the Bank's  standard
          policy in general effect for Bank's senior executive employees.

     g.   Executive  hereby agrees to accept the foregoing  compensation in lieu
          of  all  Current   Benefits  and  as  the  sole,   full  and  complete
          compensation  to  Executive  for  the  performance  of all  duties  of
          Executive  under  this  Agreement  and for all  services  rendered  by
          Executive  to the Bank or any  affiliate  of the Bank  (except for any
          compensation  which may become due Executive  pursuant to Section 6(b)
          of that certain Severance Agreement between the Bank and Executive).

<PAGE>

4.  Term of this  Agreement.  The  term of this  Agreement  (the  "Term")  shall
commence (the  "Commencement") as of the commencement of the first Bank pay-roll
period immediately preceding the effective date of the Closing of the BHC Merger
and shall terminate on the third anniversary date of the Commencement; provided,
however,  either the Bank or Executive may terminate this Agreement effective on
the first  anniversary  date of this  Agreement by giving  written notice to the
other of such  termination  not later than thirty (30) calendar  days  preceding
such first anniversary date.

5. Termination of This Agreement.  Notwithstanding the provisions of paragraph 4
of this  Agreement,  this Agreement may be terminated on the following terms and
conditions:

     a.   Termination  by Bank Without Cause.  In the event the Bank  terminates
          Executive  without  cause,  (A) the Bank  shall  forthwith  upon  such
          termination  pay to Executive his then Annual Salary for the remaining
          portion of the Term whether or not  Executive  seeks or obtains  other
          employment  and (B) the  Executive  shall be  entitled  to receive any
          benefits, insured or otherwise, that Executive would otherwise be able
          to receive under any benefit plan of the Bank of which  Executive is a
          beneficiary in accordance with paragraph 3(b).

     b.   Termination  by Bank for Cause.  The Bank may terminate this Agreement
          for cause on the following terms and conditions:

          (i)  The Bank shall be deemed to have cause to  terminate  Executive's
               employment only in one of the following events:

<PAGE>

               (A)  The Executive shall willfully fail to substantially  perform
                    his  obligations  under this Agreement (it being  understood
                    that any such failure resulting from Executive's  incapacity
                    due to  physical  or  mental  illness  shall  not be  deemed
                    willful);

               (B)  The Executive commits any act which is intended by Executive
                    to materially injure the Bank;

               (C)  The  Executive  commits any  criminal  act or act  involving
                    moral turpitude;

               (D)  The Executive commits any dishonest or fraudulent act; or,

               (E)  Any  refusal  by  Executive   to  obey  written   orders  or
                    instructions  of the  Chief  Executive  Officer  of the Bank
                    unless such  instructions  would require Executive to commit
                    an  illegal  act,   could  subject   Executive  to  personal
                    liability,  would require  Executive to violate the terms of
                    this Agreement,  or would otherwise be inconsistent with the
                    duties of an officer of a national banking association.

<PAGE>

          (ii) The Bank shall be deemed to have cause to  terminate  Executive's
               employment  only when a majority  of the  members of the Board of
               Directors  of the Bank finds that,  in the good faith  opinion of
               such  majority,  the Executive  committed one or more of the acts
               set  forth  in  clauses  (A)   through   (E)  of  the   preceding
               subparagraph,  such  finding  to have  been  made  after at least
               twenty  (20)  business  days'  notice  to  the  Executive  and an
               opportunity for the Executive,  together with his counsel,  to be
               heard before such majority.  The  determination of such majority,
               made as set forth  above,  shall be binding upon the Bank and the
               Executive.

<PAGE>

          (iii)The effective  date of a termination  for cause shall be the date
               of the action of such majority  finding the  termination was with
               cause. In the event the Bank terminates this Agreement for cause,
               (A) the Bank shall pay  Executive  the  Executive's  then  Annual
               Salary  through,  but  not  beyond,  the  effective  date  of the
               termination and (B) the Executive shall receive those  Additional
               Benefits  accrued  through but not beyond the  effective  date of
               such termination which are thereafter payable under the terms and
               provisions  of benefit  plans then in effect in  accordance  with
               paragraph 3(b) above.

     c.   Termination By the Executive.  The Executive may, at anytime after the
          first  anniversary date of the  consummation of the Merger,  terminate
          this Agreement on the following terms and conditions:

          i.   The Executive may give written notice of termination to the Bank.
               The  termination  shall  be  effective  on the  fifteenth  (15th)
               business day following the notice of termination.

          ii.  Upon  termination  by the  Executive,  the  Bank  shall  have  no
               obligation to Executive under this Agreement beyond the effective
               date of the termination;  provided,  however,  that the Executive
               shall be entitled to receive any benefits,  insured or otherwise,
               that  Executive  would  otherwise  be able to  receive  under any
               benefit plan of the Bank of which  Executive is a beneficiary  in
               accordance with paragraph 3(b).

<PAGE>

6. Provisions  Respecting  Illness.  In the event Executive is unable to perform
his duties  under this  Agreement  on a full-time  basis for a period of six (6)
consecutive  months by reason of illness or other physical or mental disability,
and at or before the end of such period,  Executive does not return to work on a
full-time  basis,  the Bank may  terminate  this  Agreement  without  further or
additional  compensation  being due the  Executive  from the Bank except  annual
salary and benefits accrued through the date of such  termination  under benefit
plans then in effect in accordance with paragraph 3(b) above.

7.  Agreement Not to Compete.  The  provisions  of this  paragraph are hereafter
called the "Non-Competition Agreement.

<PAGE>

     a.   Executive  agrees that,  following any  termination of this Agreement,
          for  a  period  of  twenty-four   months  after  the   termination  of
          Executive's  employment  by Bank,  Executive  shall  not  directly  or
          indirectly  (whether  as  an  officer,  director,  employee,  partner,
          stockholder,  creditor or agent, or representative of other persons or
          entities)  except as a  shareholder  of less than ten percent (10%) of
          the  common  stock of a  corporation  traded  on the  facilities  of a
          national  securities  exchange  (i)  engage  in the  banking  business
          generally or in any business in which the Bank or any affiliate of the
          Bank  has,  as of the  date of such  termination  engaged,  in  Harris
          County,  Ft. Bend County,  any Texas  county in which BOT  maintains a
          banking office for which Executive is assigned supervisory  authority,
          or any counties  contiguous thereto (the "Trade Area") or (ii) contact
          or solicit individuals or entities who were at anytime during the Term
          clients of Bank or Bank's affiliates in the Trade Area for the purpose
          of providing  banking services or contact or solicit employees of Bank
          or Bank's  affiliates  to seek  employment  with any  person or entity
          except the Bank and its  affiliates,  whether,  in either  case,  such
          contact or solicitation is made within or without the Trade Area.

     b.   The Bank shall,  except in the case of a termination of this Agreement
          prior to the  expiration  of the Term  pursuant to  Paragraph  5(b) or
          5(c), pay Executive monthly during such period of non-competition,  as
          follows:

          i.   In the event the Agreement is terminated on the first anniversary
               date by the Bank or by the  Executive  pursuant to the proviso to
               Paragraph  3 of this  Agreement,  at the  rate of  _____  Dollars
               during the first twelve months of such period of  non-competition
               and ____  Dollars per  calendar  month  during the second  twelve
               months of such  period of  non-competition,  commencing  with the
               first calendar month of the period of non-competition: and,

          ii.  In the event this  Agreement  is  terminated  pursuant  Paragraph
               5(a),  at the rate of ____ Dollars per calendar  month during the
               twenty-four month period of non-competition,  commencing with the
               first calendar month of the period of non-competition.

<PAGE>

     c.   Executive  agrees that (i) this  Non-Competition  Agreement is entered
          into in  connection  with  the  sale to  BOKF of the  goodwill  of the
          business of the Bank,  (ii)  Executive is receiving  contemporaneously
          herewith the sum of $1,000 as separate  additional  consideration  for
          this Non-Competition Agreement which consideration Executive agrees is
          full and  fair  consideration  for the  provisions  set  forth in this
          Non-Competition   Agreement,   (iii)  the  restrictions  imposed  upon
          Executive  by  this   Non-Competition   Agreement  are  essential  and
          necessary to ensure BOKF  acquires the goodwill of the Bank,  and (iv)
          all the restrictions (including particularly the time and geographical
          limitations) set forth in this Non-Competition  Agreement are fair and
          reasonable.

     d.   Executive  agrees  that (i) any  remedy at law for any  breach of this
          Non-Competition  Agreement  would be inadequate,  (ii) in the event of
          any breach of this  Non-Competition  Agreement,  this  Non-Competition
          Agreement shall  constitute  uncontrovertible  evidence of irreparable
          injury to the  Bank,  and (iii)  the Bank  shall be  entitled  to both
          immediate and  permanent  injunctive  relief  without the necessity of
          establishing posting any bond therefor to preclude any such breach (in
          addition to any remedies of law which the Bank may be entitled).

8.  Condition  Precedent.  The  obligations  of the Parties under this Agreement
shall be subject to the condition  precedent  that the Closing of the BHC Merger
shall have occurred.

<PAGE>

9.  Obligations  of BOKF.  BOKF shall be jointly  and  severally  liable for the
obligations of the Bank arising under this Agreement.

10. Miscellaneous Provisions. The following miscellaneous provisions shall apply
to this Agreement:

     (a)  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:

                      If to the Bank
                      or BOKF:        BOKF Financial Corporation
                                      7600 West Northwest Highway
                                      Dallas, Texas 75225
                                      Attention: C. Fred Ball, Jr.
                                      Telephone No: (214) 706-0336
                                      Telecopy No.: (214) 706-0350

                      With a Copy to: Frederic Dorwart
                                      Old City Hall
                                      124 East Fourth Street
                                      Tulsa, OK 74103-5010

<PAGE>

                                      Telephone No.: (918) 583-9945
                                      Telecopy No.: (918) 583-8251

                      If to Executive:  _____________________________
                                        _____________________________
                                        _____________________________
                                        _____________________________
                                        Telecopy No: _________________

                      With Copy To:    Thompson Knight Brown Parker & Leahy LLP
                                       1200 Smith Street, Suite 3600
                                       Houston, Texas 77002
                                       Attention: John T. Unger
                                       Telecopy No.: 713-654-1871

                                       Seyfarth Shaw
                                       700 Louisiana, Suite 3850
                                       Houston, Texas 77002
                                       Linda C. Schoonmaker
                                       Telecopy No. 713-225-2340

          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.

     (b)  This  Agreement is made and executed in Houston  Texas and all actions
          or  proceedings  with respect to,  arising  directly or  indirectly in
          connection  with, out of, related to or from this Agreement,  shall be
          litigated in courts having situs in Harris County, Texas..

     (c)  This  Agreement  shall  be  subject  to,  and  interpreted  by  and in
          accordance with, the laws of the State of Texas.

     (d)  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, except as stated in this Agreement.

<PAGE>

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

     (f)  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.

     (g)  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.

     (h)  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.

     (i)  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.

<PAGE>

     (j)  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).

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

     (l)  This is not a third party beneficiary contract, except BOKF (including
          each  affiliate  thereof)  shall be a third party  beneficiary of this
          Agreement.  No  person  or  entity  other  than a party  signing  this
          Agreement  and those  designated as a third party  beneficiary  herein
          shall have any rights under this Agreement.

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

     (n)  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.

<PAGE>

     (o)  In the event any provision of this  Agreement,  or the  application of
          such  provision  to  any  person  or set of  circumstances,  shall  be
          determined to be invalid, unlawful, or unenforceable to any extent for
          any reason,  the remainder of this  Agreement,  and the application of
          such  provision  to  persons or  circumstances  other than those as to
          which it is  determined  to be invalid,  unlawful,  or  unenforceable,
          shall not be  affected  and shall  continue to be  enforceable  to the
          fullest extent permitted by law.

           Dated and effective the date first set forth above.


                                           CITIZENS NATIONAL BANK OF TEXAS


                                       By  ____________________________________


                                           BOK FINANCIAL CORPORATION

                                       By  ____________________________________


                                           ____________________________________
                                           B. Ralph Williams












                                    Exhibit B
                                       to
               Agreement and Plan of Merger Dated August ___, 2000

                                ESCROW AGREEMENT



<PAGE>

     This ESCROW  AGREEMENT  has been  executed  as of the ___day of__  _______,
2000, by and between BOK Financial  Corporation  ("BOKF"),  the  shareholders of
CNBT  Bancshares,  Inc. (the  "Shareholders"),  and Bank of Texas Trust Company,
National Association (the "Escrow Agent").

     BOKF has deposited in escrow with the Escrow Agent  $1,000,000  pursuant to
that certain  Agreement and Plan of Merger dated as of August ____,  2000, among
BOKF, BOKF Merger Corporation Number Ten, and CNBT Bancshares, Inc. (the "Merger
Agreement").  The  parties  agree  that this  escrow  shall be  administered  in
accordance with Section 11.2 of the Merger Agreement, a true and correct copy of
which is attached hereto and incorporated herein by this reference. BOKF and the
Agents (as  defined  in Section  11.2 of the  Merger  Agreement)  shall  jointly
provide all notices to the Escrow  Agent  required by Section 11.2 of the Merger
Agreement  to fulfil the terms and  conditions  of the Escrow  Account,  and the
Escrow Agent shall act only pursuant to the joint written  instructions  of BOKF
and the Agents.

     The parties to this Escrow  Agreement  agree that the following  provisions
shall control with respect to the rights  duties,  liabilities,  privileges  and
immunities of the Escrow Agent.

     (a) The  Escrow  Agent is not a party to,  and is not bound by, or  charged
with notice of, any agreement out of which this escrow may arise.

     (b) The Escrow  Agent  acts  hereunder  as a  depository  only,  and is not
responsible or liable in any manner whatever for the  sufficiency,  correctness,
genuineness  or  validity  of the  subject  matter  of the  escrow,  or any part
thereof,  or for the form or execution thereof, or for the identity or authority
of any person  executing  or  depositing  it.  The Escrow  Agent will not render
investment advice with respect to the subject matter of this escrow.

     (c) In the event  the  Escrow  Agent  becomes  involved  in  litigation  in
connection  with this escrow,  the  undersigned  jointly and severally  agree to
indemnify  and save the Escrow  Agent  harmless  from all loss,  cost,  damages,
expenses  and  attorney's  fees  suffered or  incurred by the Escrow  Agent as a
result thereof.

     (d) The Escrow Agent shall be protected in acting upon any written  notice,
request, waiver, consent, certificate, receipt, authorization, power of attorney
or other paper or document  which the Escrow Agent in good faith  believes to be
genuine and what it purports to be.

     (e) The Escrow  Agent  shall not be liable for  anything  that it may do or
refrain from doing in connection  herewith,  except its own gross  negligence or
willful misconduct.

     (f) The Escrow  Agent may  consult  with legal  counsel in the event of any
dispute or question as to the  construction  of any of the provisions  hereof or
its  duties  hereunder,  and it shall  incur  no  liability  and  shall be fully
protected  in acting in  accordance  with the opinion and  instructions  of such
counsel.


<PAGE>

     (g) In the event of any  disagreement  between  any of the  parties to this
agreement,  or  between  them or  either  of any of them and any  other  person,
resulting in adverse claims or demands being made in connection with the subject
matter of the escrow,  or in the event that the Escrow Agent,  in good faith, be
in doubt as to what action it should take  hereunder,  the Escrow  Agent may, at
its option, refuse to comply with any claims or demands on it, or refuse to take
any other action hereunder, so long as such disagreement continues or such doubt
exists, and in any such event, the Escrow Agent shall not be or become liable in
any way or to any person for its failure or refusal to act, and the Escrow Agent
shall be entitled to continue so to refrain  from acting until (i) the rights of
all  parties  shall  have  been  fully  and  finally  adjudicated  by a court of
competent jurisdiction, or (ii) all differences shall have been adjusted and all
doubt resolved by agreement among all of the interested persons,  and the Escrow
Agent shall have been  notified  thereof in writing  signed by all such persons.
The rights of the Escrow Agent under this  paragraph are cumulative of all other
rights which it may have by law or otherwise.

           Executed in Houston, Texas this ___th day of _________, 2001.


                        BOK FINANCIAL CORPORATION

                      By:
                         James Ulrich, Senior Vice President


                        SHAREHOLDERS


                       By:
                          B. Ralph Williams, as President and Director
                          of CNBT Bancshares, Inc.



                        BANK OF TEXAS TRUST COMPANY,
                        NATIONAL ASSOCIATION


                        By:
                           Steve Poole, President

<PAGE>

                                 Schedule 2.2(a)

                               Outstanding Options

                                  Number of                           Exercise
       Name of Holder              Shares                               Price

B. Ralph Williams                  10,000                             $  9.00
Sheila Duffy                       12,100                                6.20
                                   10,000                                9.00
Joseph E. Ives                     10,000                                9.00
Randall W. Dobbs                   10,000                                9.00
Mary A. Walker                     10,890                                2.75
                                   10,000                                9.00
John M. James                       9,680                                5.79
                                   10,000                                9.00
Frank G. Cook                      10,000                                9.00
Robert Kramer                      10,000                               10.50
Charles Arnold                     10,000                               12.37
Tammy Scott                         2,500                                9.00
Jean Fedigan                        2,500                                9.00
Barbara Guillory                    2,500                                9.00
Kay Cronover                        2,500                                9.00
Peggy Cook                          2,500                                9.00
Clarice Ratliff                     2,000                                9.00
Judy Williams                       2,500                                9.00

            Total                 139,670

<PAGE>

                                  Schedule 2.15

                                    Employees

     The following employees are parties to Executive Severance Agreements:

                                B. Ralph Williams
                                Randall W. Dobbs
                                 Joseph E. Ives
                                 Mary A. Walker
                                  John M. James
                               Sheila J. Scantlin
                                Robert J. Kramer
                                Charles H. Arnold


<PAGE>

                                  Schedule 2.16
                       Material Contracts and Commitments

1. Service Agreement between Anytime Access, Inc. and the Bank.

2.  Alltel Sugar Land Telephone - telephone service for Sugar Land office's.

3.  (a) Deposit System Software  License & Updated  Agreement dated January 19,
    1998, between Bankers Systems, Inc. and the Bank.

     (b)  Lending System Software  License & Update Agreement dated May 1, 1998,
          between Bankers Systems, Inc. and the Bank.

     (c)  Rembrandt Lending System - Invoice dated March 29, 1999.

4.   (a) Agreement for  Information  Technology  Services dated October 1, 1999,
     between Electronic Data Services Corporation ("EDS") and the Bank.

     (b)  EFT Services  Agreement  dated December 16, 1998,  between EDS and the
          Bank.

     (c)  Visa and  MasterCard  Participation  Agreement  dated January 1, 1999,
          between EDS Employees Federal Credit Union and the Bank.

     (d)  Interactive Transaction Processing Services Addendum dated October 10,
          1995, between EDS and the Bank.

5.   Memorandum  of  Agreement   dated   December  1,  1998,   between   Brink's
     Incorporated and the Bank.

6.   Chex Systems, Inc. - account verification services.

7.   Ground Lease Agreement dated February 25, 1991,  between Barbara Roosth and
     E. Milton Horten and the Bank - main office.

8.   Agreement for Purchase of Checks and Related  Products dated July 11, 1996,
     as amended December 4, 1997,  between Deluxe Financial Services Texas, L.P.
     and the Bank.

9.   Maintenance Agreements with Diebold, Inc. for automated teller machines.

10.  Agreement dated May 2, 2000, between Gulf Coast Presort, Inc. and the Bank.

11.  (a) License  Agreement  dated October 22, 1996,  between Kroger Co. and the
     Bank for Sweetwater & Lexington store location.

     (b)  License Agreement dated July 7, 1992,  between Kroger Co. and the Bank
          for the Highway 6 store location.

     (c)  License Agreement dated July 7, 1992,  between Kroger Co. and the Bank
          for the FM 1092 store location.

12.  Purchase  Order  for  equipment  dated  January  26,  2000,  with Lane Bank
     Equipment Co. - Westheimer branch.


<PAGE>


                                                              [PG NUMBER]

13.  Mann Frankfort Stein & Lipp, P.C., certified public accountants - quarterly
     review for September 30, 2000, and annual audit for year ended December 31,
     2000.

14.  Addendum  to  Proposed  Agreement  dated July 28,  2000,  between  Marnoble
     Computer Sales & Service, Inc. and the Bank.

15.  Agreement to Provide  Architectural and Engineering Services dated July 20,
     1999, between  McCleary/German  Associates,  Inc. and the Bank - Westheimer
     branch.

16.  Letter  Agreement dated December 16, 1998,  between Paul's Delivery Service
     and the Bank.

17.  Cleaning  Agreements  dated April 14, 1995 (Main  office) and  November 20,
     1995 (Sugar Land office) between Reliant Building Services and the Bank.

18.  (a)  Bellaire  Shopping  Center Lease dated  December 1, 1999,  between Ron
     Mafridge, Trustee and the Bank.

     (b)  Lease dated March 12,  1999,  between  Ron  Mafridge,  Trustee and the
          Bank.

     (c)  Letter  Agreement  dated  March 31,  1992,  as amended  March 8, 1999,
          Between Ron Mafridge, Trustee, and the Bank for use of parking spaces.

19.  Com-Tec Equipment  Coverage Policy dated January 1, 2000, through Specialty
     Underwriters.

20.  AIA General  Conditions of the  Construction  Contract and Standard Form of
     Agreement  between  Owner and  Contractor  each dated  February  21,  2000,
     between  Spectrum  Construction  Services,  Inc.  and the Bank - Westheimer
     branch.

21.  Southwestern Bell Telephone Company - telephone services.

22.  Driving Advantage  Services  Agreement dated November 24, 1999, between the
     Bank and  Southwest  Business  Corporation  and Lender  Guarded  Asset Plan
     Agreement dated November 25, 1998, between J. Yanan&  Associates,  Inc. and
     the Bank.

23.  Agreement for Collection of Unpaid Accounts between TRS Financial Corp. and
     the Bank.

24.  Thomas Consulting - compliance audits and monthly accounting services.

25.  Executive Severance Agreements identified on Schedule 12.15.













</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>2000 ANNUAL REPORT TO SHAREHOLDER'S
<TEXT>



                            BOK FINANCIAL CORPORATION

                                   EXHIBIT 13

                          ANNUAL REPORT TO SHAREHOLDERS

                                Table of Contents

                    Consolidated Selected Financial Data                9

                    Management's Assessment of Operations and
                      Financial Condition                              10

                    Selected Quarterly Financial Data                  16

                    Report of Management on Financial Statements       25

                    Report of Independent Auditors                     25

                    Consolidated Financial Statements                  26

                    Notes to Consolidated Financial Statements         31

                    Annual Financial Summary - Unaudited               56

                    Quarterly Financial Summary - Unaudited            58

                    Appendix A                                         65

<PAGE>
<TABLE>
Financial Highlights
(Dollars In Thousands Except Share Data)

                                                           2000          1999      1998(2)
                                                    -------------------------------------------
For the Years Ended December 31
<S>                                                  <C>          <C>         <C>
   Net income                                        $   100,140  $   89,226  $   79,611

   Earnings per share:
     Basic                                                  2.01        1.79        1.59
     Diluted                                                1.80        1.60        1.42

   Book value per share                             $      14.29  $     11.36 $     10.76
   Return on average assets                                 1.15%       1.17%       1.34%
   Return on average shareholders' equity                  16.46       16.45       16.38
-------------------------------------------------------------------------------------------
Tangible operating results4:
   Tangible net income                               $   105,632  $   94,849  $   84,942
   Tangible net income per diluted share                    1.90        1.70        1.52
   Tangible return on average assets                        1.22%       1.25%       1.43%
   Tangible return on average shareholders' equity         17.37       17.49       17.48
-------------------------------------------------------------------------------------------
As of December 31
   Loans, net of reserves                             $5,435,207  $4,567,255  $3,581,177
   Assets                                              9,748,334   8,373,997   7,059,507
   Deposits                                            6,046,005   5,263,184   4,607,727
   Shareholders' equity                                  703,576     557,164     524,793
   Nonperforming assets3                                  43,599      22,943      18,762
-------------------------------------------------------------------------------------------
   Tier 1 capital ratio                                     8.06%       7.27%       7.93%
   Total capital ratio                                     11.23       10.72       12.02
   Leverage ratio                                           6.51        5.92        6.60
   Average shareholders' equity to average assets           7.00        7.12        8.17

   Reserve for loan losses to nonperforming loans         207.95      391.65      467.70
   Reserve for loan losses to loans(1)                        1.51        1.66        1.86
   Net charge offs to average loans                          .22         .04         .09
-------------------------------------------------------------------------------------------
<FN>
1    Excludes residential mortgage loans held for sale, which are carried at the
     lower of aggregate cost or market value.
2    Restated for pooling of interest in 1999.
3    Includes  nonaccrual  loans,  renegotiated  loans and  assets  acquired  in
     satisfaction  of loans.  Excludes  loans past due 90 days or more and still
     accruing.
4    Operating results excluding the after-tax effect of goodwill amortization.
</FN>
</TABLE>


To Our Shareholders, Customers, Employees and Friends:
From start to finish, 2000 was another record setting year.

We are  proud to  report  that  BOK  Financial  Corporation  reached  a  notable
milestone in 2000. We set a record for our company by surpassing $100 million in
earnings.  This was a 12 percent  increase over 1999, with diluted  earnings per
share up 13 percent to $1.80.
     Thanks to the efforts of our  experienced  bankers  and a healthy  economy,
this marks our seventh consecutive year of record earnings.  During that period,
our  earnings  per share have jumped at a  compounded  annual  growth rate of 13
percent.  Our expansion is the result of strong  internal  growth,  as well as a
strategic  acquisition  effort.  As of  December  31, our  assets  stood at $9.7
billion - more than double what they were in 1996.
     Our net  interest  revenue  last  year grew by 14  percent.  Fueled by a 22
percent gain in commercial lending, at year-end the loan portfolio stood at $5.5
billion.  Our loan  portfolio  outside of Oklahoma  grew by $419 million to $1.6
billion.
     Deposits  grew as well - by 15 percent - and we will  continue  emphasizing
deposit  growth to bring it more in balance with loan growth.  Fee-income  lines
comprised  42 percent of the total  revenue  for 2000 and  included  gains of 19
percent in transaction card revenue, and 12 percent in trust fees.
     Our growth  strategy  outside of Oklahoma  continues to be  successful.  In
August we announced our intent to acquire CNBT Bancshares Inc.,  providing us an
entry into the Houston market with seven attractive  locations.  While these are
our first physical  branches in Houston,  neither the territory nor the approach
is new. Because of ties in the energy industry, we have served Houston customers
for some time. The move into Houston closely  resembles our entry into Dallas in
1997,  when we  started  acquiring  small,  well-managed  banks,  then added the
strength of our larger  lending  capabilities,  a broader  array of products and
highly experienced local talent. The strategy has proven highly successful,  and
we look forward to implementing the same business plan in Houston.
     Our strategy is working in other markets as well.  New Mexico,  home to our
2-year-old Bank of  Albuquerque,  grew loans by 55 percent in 2000 and now makes
up 11  percent  of our  total  assets.  Loans  at Bank  of  Arkansas,  based  in
Fayetteville,  grew by 12 percent,  and in Oklahoma,  where we spent most of the
'90s solidifying our position of market leadership, loans were up 13 percent.
     We continue  making great strides in improving  processes  and  controlling
expenses, while also improving our service quality. The most visible step toward
this goal is our recent move in Tulsa to the new BOK  Technology  Center,  which
allows us to quicken the pace of workflow, improve communications, and provide a
more cost  effective  production  environment.  We also have a team dedicated to
process improvement, looking for more effective and cost-efficient ways to serve
our customers, while also increasing profitability.
     As we enter 2001 amidst  forecasts of a softening  economy,  we believe our
loss ratios  will remain  within  acceptable  levels.  Our credit team is led by
experienced professionals who worked through the last economic downturn.
     And, while our regional economy has diversified  considerably over the last
20 years,  we still have  strong  ties and  experience  in the  counter-cyclical
energy industry.
     We look  forward to  continued  success in every line of  business,  and in
every market we serve. As always,  we appreciate your business and your interest
in our company.

George B. Kaiser           Stanley A. Lybarger
Chairman                   President and Chief Executive Officer


Going the Distance
TAKING THE LEAD
     One  of our  key  objectives  for  the  last  several  years  has  been  to
concentrate  on  expanding  our  business in  high-growth  markets in the states
surrounding  Oklahoma.  As is evident in the results,  our game plan is working.
Loans  saw  double-digit  increases  in all the  states  where  we have  banking
operations  - Arkansas,  New Mexico,  Oklahoma  and Texas - while a  substantial
portion of our growth continues to come from new markets.
     Our newest  growth  market is the Houston  metropolitan  area. In August we
announced plans to acquire CNBT Bancshares Inc. The acquisition was completed in
January 2001. Our strategic  plan is to build the Houston  franchise in a manner
similar to our other Texas operations - by maintaining the bank's strong service
culture  and  local  management,   and  over  time  adding  our  larger  lending
capabilities and a broader array of products.
     Our other Texas  operations  continue their strong internal growth as well.
Loans grew by 34 percent  during  2000,  led by a 91 percent  gain in the energy
portfolio.
     Bank of Texas also  increased  deposits  by 44  percent,  to $901  million.
During the period,  income from all non-interest  sources grew from $4.9 million
to $12.1 million.  With the Houston  addition,  our assets in Texas now top $1.8
billion.

RAISING THE BAR
     Our Bank of  Albuquerque  franchise,  which we acquired  in December  1998,
continues to thrive.  Business is growing,  our product line-up is expanding and
our position in local leadership is gaining.
     New Mexico is setting  the pace in lending,  having  grown by 55 percent in
2000. At year-end our loan  portfolio  stood at $395 million - nearly triple the
size of the original portfolio we purchased in 1998.
     At least  partial  credit goes to the  addition of several new  officers in
trust,  mortgage,  brokerage and lending.  The results in commercial lending, in
particular,  have been  extraordinary as we have successfully moved market share
to Bank of  Albuquerque  from other local banks.  New Mexico now accounts for 11
percent of our total assets, at $1.1 billion.

STRETCHING OUT
     Pushed by continued success in commercial  lending,  loans in Arkansas grew
by 12 percent.  Net  interest  revenue  grew by 12 percent,  while  non-interest
revenue grew by 22 percent.  Bank of Arkansas  also  developed  several  sizable
commercial  relationships in Fort Smith and northwest  Arkansas,  primarily as a
result of the bank's superior  capabilities in 401(k) plans,  treasury  services
and  international  services,  all of which give Bank of Arkansas a  competitive
advantage.
     Our market leadership continues in our home state as well. Loans grew by 13
percent in Oklahoma,  and we have Oklahoma's largest mortgage  operation,  trust
company and securities firm.

Passing the Test of Endurance
ON YOUR MARK
     BOK  Financial's  105-branch  network  continued  broadening  its products,
services and delivery methods during 2000.
     For the last several  years,  BOK  Financial has  differentiated  itself by
offering a product and services line-up to rival our big-bank  competitors,  but
delivered with the personalized  service and responsiveness of a community bank.
Last  year  was  no  exception  as  we  continued  emphasizing  convenience  and
accessibility,  giving our customers  numerous  choices for when,  where and how
they wish to do their banking.
     ExpressBank,  our 24-hour live call center, had a landmark year,  exceeding
more than  1million  incoming  calls in 2000.  Our  in-store  branches  continue
growing in popularity as well. Loans and deposits in our in-store  branches grew
by 20 percent and 14 percent, respectively, and Bank of Oklahoma opened its 28th
in-store location.  Our network of traditional  branches also continues growing.
We acquired land to build a new branch in the fast-growing  Oklahoma City suburb
of  Edmond,  added a branch in east  Richardson,  Texas,  on the  north  side of
Dallas,  and in January  2001  opened a branch  north of the  Dallas-Fort  Worth
Airport in Grapevine.

GAINING SPEED
     Internet banking is still our  fastest-growing  delivery  method.  Our four
interactive      banking     web     sites     -      www.bankofalbuquerque.com,
www.bankofarkansas.com,   www.bankofoklahoma.com   and   www.bankoftexas.com   -
collectively grew their number of registered users by 57 percent last year. More
than 16 percent of our consumer banking customers are now signed up for Internet
banking. We continued adding and redesigning  Internet-based services,  allowing
us more  flexibility  in  promoting  our own  products.  Microbanker,  a banking
technology information portal, took notice and named our family of web sites one
of the top six bank Internet sites in the country.
     At the end of 2000, our trust division's  self-directed 401(k) went online,
allowing  participants to trade at rates competitive with retail online brokers.
Many loan payments and other transactions are now handled online, and our online
offerings to large and small businesses continue to grow.

CONSISTENT PERFORMANCE
     BOK  Financial  also  continued  its track  record as a leading  commercial
lender.  Overall in 2000,  commercial loans grew by 22 percent, and revenue from
international trade set a new record, growing by 20 percent.
     Cash management revenues grew by 13 percent during the year, and in 2001 we
will be actively  expanding  service  delivery to customers in Texas, New Mexico
and Arkansas.  Our company  remains the largest  provider of retail  remittance
services in  Oklahoma.  We  processed  more than 4 million  automated  items per
month,  and  installed a new  imaging  system as a way of  enhancing  customers'
ability to store and retrieve transactions and documents.

MARK OF A CHAMPION
     One of the  hallmarks of BOK  Financial is the high level of income that is
generated  from  non-interest  products and services.  In 2000,  despite  market
conditions  that  essentially   kept  brokerage  and  mortgage   services  flat,
fee-income  lines  accounted  for 42  percent  of our  total  revenue.  This far
outpaces  our  peer  banks,  which  average  about 28  percent  of  income  from
non-credit sources.
     Included is TransFund,  our fast-growing electronic funds transfer network,
the 17th  largest in the  country.  With more than 1,100 ATMs in an  eight-state
area,  TransFund provides services for more than 280 financial  institutions and
1.2 million  cardholders.  Revenues  increased by 19 percent in 2000,  while the
TransFund  Check Card was used to make 38 million  purchases - an increase of 23
percent  over 1999.  The number of ATM and  purchase  transactions  processed by
TransFund has more than doubled since 1996,  reaching 78.3 million  transactions
in 2000.

VAULTING OVER THE COMPETITION
     Our trust division  manages $18 billion in assets.  Related fee income grew
by 12  percent  last  year.  More  significantly,  however,  our trust  services
continue  expanding  into new  fields.  We  introduced  our  successful  Private
Financial  Services  concept in Texas, in which teams of financial  consultants,
led by a relationship manager,  coordinate financial services for high net-worth
individuals.  We also gained new fee income in Arkansas  and  Albuquerque  after
adding institutional and employee benefits trust professionals in those offices.
     Our  self-directed  401(k)  product  continued  prospering as well,  adding
another national law firm to a client list that includes major firms in Chicago,
Los Angeles, Baltimore and Dallas.
     As one of the top five mineral  management firms in the country,  our trust
group developed a unique oil and gas web site -  www.bokproperties.com  - to act
as a nationwide  clearinghouse  for unleased mineral  interests.  The site links
universities and other  organizations that have been granted property or mineral
rights with oil and gas  producers,  to provide a common  vehicle for buying and
selling the  properties.  BOK Financial then helps  facilitate  transactions  by
gathering  title  information,  obtaining  property  insurance,  inspecting  the
property and maintaining taxes.
     Our family of mutual funds, the American  Performance Funds,  continued its
string of success.  The funds reached $2 billion in assets for the first time in
their 10-year  history,  and generated $8.9 million in fee-based  revenue.  Even
more  impressively,  every one of our nine American  Performance Funds ranked by
Lipper  outperformed  the  average  of its peer group for the  five-year  period
ending December 31, 2000.
     Oppenheim,  the public finance arm of our securities  division,  BOSC Inc.,
continued as Oklahoma's  dominant  underwriter and financial advisor.  Oppenheim
was the lead banker for the $100 million expansion of the Oklahoma City airport,
and was the investment  banker for the new $15 million research  facility of the
Oklahoma Medical Research Foundation.
     Our  mortgage  division is one of the  largest in the  region,  with a $6.9
billion  servicing  portfolio  of  93,000  loans.  Our  Oklahoma  City and Tulsa
production  offices  have been the No. 1 originator  of mortgage  loans in their
respective  counties  each  month  since  May 1991 - more  than 115  consecutive
months, a marathon achievement.

Clearing Hurdles
POWER AND SPEED
     We continue making progress in technology and  efficiency.  In fact,  after
several  years of  concentrated  effort,  we have now  reached  the point  where
technology has become a key enabler for customer service, revenue generation and
cost control. The investments we have made in the past three years are reflected
in our improved efficiency and customer satisfaction.
     Internally, our intranet has become the way we do business. Annual benefits
enrollment,  customer-service monitoring, some training and database management,
policy  manuals and employee news are handled  online - all with much more speed
and ease than in previous years.
     And finally,  a major service and  technology  project that has been in the
works since the summer of 1999 came to fruition  last year when we began  moving
our operations group in Tulsa to a new  state-of-the-art  technology center. The
move was completed in February 2001. In reconfiguring the floor plan to optimize
workflow and  efficiency,  we have seen the turnaround  time of some of our work
processes cut in half.  The 184,000  square-foot  center is now occupied by some
800 employees and is designed to accommodate future growth.

THE FINISH LINE
     At BOK Financial Corporation,  we're proud of our track record. At the same
time, we know it's a race that has no finish line. Our ongoing goal is to be the
premier financial  services provider in every line of business,  in every market
we serve. We provide nationally  competitive  products with world-class service.
Although we face able competitors, we have a team of talented bankers who relish
the race and are proven winners.


<PAGE>
<TABLE>
Table 1    Consolidated Selected Financial Data
           (Dollars In Thousands Except Share Data)
                                                                                  December 31,
                                                       -------------------------------------------------------------------

                                                             2000          1999        19982       19972        19962
                                                       -------------------------------------------------------------------
Selected Financial Data
   For the year:
<S>                                                    <C>           <C>         <C>          <C>          <C>
     Interest revenue                                  $   638,730   $  500,274  $   402,832  $   357,074  $   300,930
     Interest expense                                      369,843      264,150      212,406      194,842      167,610
     Net interest revenue                                  268,887      236,124      190,426      162,232      133,320
     Provision for loan losses                              17,204       10,365       14,591        9,256        4,419
     Net income                                            100,140       89,226       79,611       68,155       56,263
   Period-end:
     Loans, net of reserve                               5,435,207    4,567,255    3,581,177    2,801,977    2,424,337
     Assets                                              9,748,334    8,373,997    7,059,507    5,613,233    4,764,191
     Deposits                                            6,046,005    5,263,184    4,607,727    3,924,405    3,384,874
     Subordinated debenture                                148,816      148,642      146,921      148,356            -
     Shareholders' equity                                  703,576      557,164      524,793      451,880      373,272
     Nonperforming assets3                                  43,599       22,943       18,762       25,249       24,584


Profitability Statistics
   Earnings per share (based on average equivalent shares):
     Basic                                             $       2.01  $     1.79  $      1.59  $      1.36  $      1.12

     Diluted                                                   1.80        1.60         1.42         1.22         1.02
   Percentages (based on daily averages):
     Return on average assets                                  1.15%       1.17%        1.34%        1.29%        1.27%
     Return on average shareholders' equity                   16.46       16.45        16.38        16.78        16.89
     Average shareholders' equity to average assets            7.00        7.12         8.17         7.71         7.49

Common Stock Performance
   Per Share:
     Book Value                                        $      14.29   $   11.36  $     10.76   $     9.80   $     8.38
     Market price: December 31 close                         21.25        20.19        23.38        19.40        13.50
     Market range - High trade                               21.25        25.94        25.63        22.00        14.00
                  - Low trade                                15.31        18.94        19.50        13.88         9.62

Selected Balance Sheet Statistics
   Period-end:
     Tier 1 capital ratio (see Note 14)                       8.06%        7.27%        7.93%        9.87%       10.57%
     Total capital ratio (see Note 14)                       11.23        10.72        12.02        14.95        11.82
     Leverage ratio (see Note 14)                             6.51         5.92         6.60         7.06         7.48
     Reserve for loan losses to nonperforming loans         207.95       391.65       467.70       270.65       229.95
     Reserve for loan losses to loans1                        1.51         1.66         1.86         1.95         1.93

Miscellaneous (at December 31)
   Number of employees (FTE)                                3,003        3,101        2,850        2,404        2,179
   Number of banking locations                                105          100           91           76           72
   Number of TransFund locations                            1,111        1,020          998          785          638
   Mortgage loan servicing portfolio                   $6,874,995   $7,028,247   $6,375,239   $6,981,744   $5,948,187
-------------------------------------------------------------------------------------------------------------------------
<FN>
1    Excludes residential mortgage loans held for sale, which are carried at the
     lower of aggregate cost or market value.
2    Restated for pooling of interest in 1999.
3    Includes  nonaccrual  loans,  renegotiated  loans and  assets  acquired  in
     satisfaction  of loans.  Excludes  loans past due 90 days or more and still
     accruing.
</FN>
</TABLE>

<PAGE>
MANAGEMENT'S ASSESSMENT OF OPERATIONS AND FINANCIAL CONDITION

     BOK Financial  Corporation ("BOK Financial") is a financial holding company
that offers full service banking in Oklahoma,  Northwest  Arkansas,  North Texas
and New Mexico.  BOK Financial's  principal  subsidiaries  are Bank of Oklahoma,
N.A.,  ("BOk"),  Bank of Texas,  N.A.,  Bank of  Albuquerque,  N.A., and Bank of
Arkansas,  N.A. Other  subsidiaries  include BOSC,  Inc., a  broker/dealer  that
engages in retail and institutional securities sales and municipal underwriting.
On  January  11,  2001,  BOK  Financial  acquired  CNBT  Bancshares,  Inc.  This
acquisition added seven branches in the Houston,  Texas area and total assets of
$498 million to Bank of Texas.


ASSESSMENT OF OPERATIONS

SUMMARY OF PERFORMANCE

     BOK  Financial  recorded net income of $100.1  million or $1.80 per diluted
share for 2000  compared to $89.2  million or $1.60 per diluted  share for 1999.
Returns  on  average   assets  and   average   equity  were  1.15%  and  16.46%,
respectively, for 2000 compared to 1.17% and 16.45%, respectively, for 1999.
     The increase in net income for 2000 was due to  increases of $32.8  million
or 14% in net interest  revenue and $13.1 million or 7% in fees and commissions.
These  increases were partially  offset by an increase of $22.3 million or 8% in
operating  expenses.  The  provision  for loan losses  increased by $6.8 million
during 2000.
     Net income for the fourth  quarter of 2000 was  $25.5 million  or $0.46 per
diluted  common  share,  an increase  of 10% over the same  period of 1999.  The
primary sources of increased  quarterly  earnings included net interest revenue,
which  increased $4.0 million or 6%, and fees and  commissions,  which increased
$5.2 million or 11%. These  increases  were  partially  offset by a $5.1 million
increase in operating  expenses and a $3.7 million increase in the provision for
loan losses.
     Net income for 1998 was $79.6  million or $1.42 per diluted  common  share.
Returns on average assets and equity were 1.34% and 16.38%, respectively.

NET INTEREST REVENUE
     Tax  equivalent  net  interest  revenue  totaled  $276.7 million  for  2000
compared to  $244.5 million  for 1999. The increase in net interest  revenue was
primarily due to an increase in average earning  assets.  Average earning assets
increased by $1.0 billion during 2000.  Additionally,  the mix of earning assets
improved  during 2000.  Average loans,  which  generally have higher yields than
other  types of  earning  assets,  increased  to 63% of  earning  assets in 2000
compared to 60% in 1999. These volume factors  contributed  $87.9million to the
increase in net interest revenue.
     Average interest bearing liabilities increased by $1.1 billion during 2000,
including  $376 million from borrowed funds and $674 million from deposits.  The
increase in average interest bearing liabilities  decreased net interest revenue
by $55.3  million.  The change in net  interest  revenue  due to net  changes in
interest rates was minimal for 2000.

<TABLE>
Table 2    Volume/Rate Analysis
           (In Thousands)
                                                   2000/1999                           1999/1998
                                         -------------------------------- ------------------------------
                                                      Change Due To(1)                Change Due To(1)
                                                   ----------------------          ---------------------
                                           Change    Volume  Yield/Rate   Change     Volume  Yield/Rate
                                         ---------------------------------------------------------------
Tax-equivalent interest revenue:
<S>                                      <C>         <C>      <C>        <C>       <C>       <C>
Securities                               $  20,384   $11,444  $  8,940   $25,746   $  27,741 $  (1,995)
Trading securities                            (841)   (1,683)      842     1,245         990       255
Loans                                      117,643    77,933    39,710    72,768      82,821   (10,053)
Funds sold and resell agreements               743       164       579      (102)        122      (224)
---------------------------------------- ---------------------------------------------------------------
Total                                      137,929    87,858    50,071    99,657     111,674   (12,017)
---------------------------------------- ---------------------------------------------------------------
Interest expense:
Transaction deposits                         8,509     4,847     3,662     9,362      14,438    (5,076)
Savings deposits                              (268)     (174)      (94)     (866)        188    (1,054)
Time deposits                               49,387    28,452    20,935     4,121      10,323    (6,202)
Borrowed funds                              46,962    22,154    24,808    39,486      44,438    (4,952)
Subordinated debenture                       1,103        15     1,088      (359)          7      (366)
---------------------------------------- ---------------------------------------------------------------
Total                                      105,693    55,294    50,399    51,744      69,394   (17,650)
---------------------------------------- ----------                      ---------
                                                   ----------------------          ---------------------
Tax-equivalent net interest revenue         32,236   $32,564  $   (328)   47,913   $  42,280  $  5,633
                                                   ----------------------          ---------------------
Change in nonrecurring foregone interest         -                          (3,262)
Decrease in tax-equivalent adjustment          527                           1,047
---------------------------------------- ----------                       ---------
Net interest revenue                     $  32,763                         $45,698
---------------------------------------- ----------                       ---------
1    Changes  attributable  to both volume and  yield/rate are allocated to both
     volume and yield/rate on an equal basis.
</TABLE>
<PAGE>


                                                4th Qtr 2000/4th Qtr 1999

                                           ------------------------------------
                                                           Change Due To(1)
                                                       ------------------------
                                             Change      Volume     Yield/Rate
                                           ----------- ------------ -----------
Tax-equivalent interest revenue:
Securities                                 $  5,480    $  3,461     $  2,019
Trading securities                               15          13            2
Loans                                        28,291      17,783       10,508
Funds sold and resell agreements                236         122          114
------------------------------------------ ----------- ------------ -----------
Total                                        34,022      21,379       12,643
------------------------------------------ ----------- ------------ -----------
Interest expense:
Transaction deposits                          3,007         161        2,846
Savings deposits                                (48)        (72)          24
Time deposits                                14,128       6,771        7,357
Borrowed funds                               12,365       6,679        5,686
Subordinated debenture                          280          (1)         281
------------------------------------------ ----------- ------------ -----------
------------------------------------------ ----------- ------------ -----------
Total                                        29,732      13,538       16,194
------------------------------------------ -----------
                                                       ------------ -----------
Tax-equivalent net interest revenue           4,290    $  7,841      $(3,551)
                                                       ------------ -----------
Increase in tax-equivalent adjustment          (241)
------------------------------------------ -----------
Net interest revenue                       $  4,049
------------------------------------------ -----------
1    Changes  attributable  to both volume and  yield/rate are allocated to both
     volume and yield/rate on an equal basis.

     Net interest  margin,  the ratio of net interest revenue to average earning
assets,  decreased  from 3.63% in 1999 to 3.56% in 2000.  This  decrease was due
primarily to growth in borrowed funds used to support the investment  portfolio.
Since  inception  in 1990,  BOK  Financial  has  followed  a  strategy  of fully
utilizing  its capital  resources by borrowing  funds in the capital  markets to
supplement  deposit growth and to invest in  securities.  Although this strategy
frequently results in a net interest margin that falls below those normally seen
in the commercial  banking industry,  it provides positive net interest revenue.
Management  estimates that this strategy  resulted in an 83 basis point decrease
in net  interest  margin in 2000 and a 59 basis point  decrease in net  interest
margin in 1999 and 1998. Net interest  margins,  excluding  this strategy,  were
4.39% for  2000,  4.22% for 1999,  and 4.31% for 1998.  However,  this  strategy
contributed  $4.3  million,  $13.2  million,  and $8.4  million to net  interest
revenue for 2000, 1999, and 1998,  respectively.  As more fully discussed in the
subsequent  Market  Risk  Section,  management  employs  various  techniques  to
control,  within  established  parameters,  the interest rate and liquidity risk
inherent in this strategy.
     Tax-equivalent  net  interest  revenue  for the fourth  quarter of 2000 was
$71.3  million  compared to $67.0 million for the fourth  quarter of 1999.  This
increase  was due to the  growth in  average  earning  assets,  which  increased
$1.0 billion or 14%. Net interest margin  decreased 23 basis points to 3.47% due
to an increase in funding  costs.  The average  cost of deposits  increased  105
basis  points  from the fourth  quarter  of 1999 to the fourth  quarter of 2000.
Yields on earning assets increased by 71 basis points for these same periods.
     Tax-equivalent  net  interest  revenue,  totaled  $244.5  million  for 1999
compared to $199.9 million in 1998. The increase in net interest revenue was due
to improvements in the mix of loans to total earning assets and lower rates paid
on interest  bearing  liabilities.  Loans,  which generally have a higher yield,
comprised  60%  of  earning  assets  in  1999  compared  to 58%  in  1998.  This
improvement  in asset mix  limited  the  decrease  in yields on average  earning
assets to 19 bases points. The cost of interest-bearing liabilities decreased 35
bases points  during this period due to falling  interest  rates.  These factors
combined to increase net interest revenue.
     The financial  service  environment in BOK  Financial's  primary markets is
highly  competitive due to a large number of commercial banks,  thrifts,  credit
unions and brokerage firms. Additionally,  many customers already have access to
national and regional  financial  institutions  for many  products and services.
Management  expects that BOK Financial will continue to be able to  successfully
compete with these  financial  institutions  by delivering  the loan and deposit
products and other financial services traditionally associated with a large bank
with the responsiveness of a smaller, community bank.
Other Operating Revenue

<TABLE>
Table 3    Other Operating Revenue
           (In Thousands)
                                                           Years ended December 31,
                                            ------------------------------------------------------
                                                2000        1999      1998      1997       1996
                                            ----------- ------------------------------------------
<S>                                          <C>        <C>       <C>       <C>        <C>
Brokerage and trading revenue                $  16,074  $  16,233 $  15,301 $    9,556 $    7,896
Transaction card revenue                        38,753     32,648    24,426    19,339     14,298
Trust fees and commissions                      39,316     35,127    29,956    24,072     21,652
Service charges and fees on deposit accounts    42,932     41,067    33,920    30,181     25,363
Mortgage banking revenue                        37,179     36,986    41,733    32,235     26,234
Leasing revenue                                  4,244      3,725     7,111     5,861      2,236
Other revenue                                   17,965     17,589    11,688    10,330     11,201
------------------------------------------------------- ------------------------------------------
    Total fees and commissions                 196,463    183,375   164,135   131,574    108,880
------------------------------------------------------- ------------------------------------------
Gain on student loan sale                          529        600     1,548     1,311      1,069
Loss on branch sales                                 -          -         -         -       (325)
Gain on loan securitization                          -        270         -         -          -
Gain (loss) on sale of other assets               (148)     4,626         -         -          -
Gain (loss) on securities                        2,059       (419)    9,337    (1,329)    (2,604)
------------------------------------------------------- ------------------------------------------
    Total other operating revenue             $198,903   $188,452  $175,020  $131,556   $107,020
------------------------------------------------------- ------------------------------------------
</TABLE>

     Other  operating  revenue  increased  $10.5 million or 6% compared to 1999.
Fees and commissions,  which are included in other operating revenue,  increased
$13.1  million  or 7% while net gains on sales of  securities  and other  assets
decreased $2.6 million. Fees and commissions continue to represent a significant
portion of BOK  Financial's  total  revenue.  Revenue  generated  by  card-based
transactions such as the TransFund ATM network,  bankcards, and related merchant
discounts  increased by 19% to $38.8 million.  These increases are generally due
to a higher volume of  transactions  processed in 2000.  Other revenue  included
$4.5 million of private placement and underwriting fees.
     Other  operating  revenue  for the  fourth  quarter of 2000  totaled  $54.9
million  compared to $46.7  million for the fourth  quarter of 1999.  The fourth
quarter  of 2000  included  securities  gains of $3.3  million  compared  to $80
thousand in the fourth quarter of 1999. Net securities gains from the portion of
the available for sale portfolio,  which serves as an economic hedge of mortgage
servicing  rights,  totaled  $5.2  million  while net  securities  losses on the
remaining  available for sale  portfolio  totaled $1.9  million.  Changes in the
components of other revenue during the fourth quarter were  consistent  with the
year to date  changes.  Transaction  card  revenue  increased  by $1.3  million.
Mortgage banking revenue increased by $1.5 million.
     Other operating revenue for 1999 increased  $13.4 million or 8% compared to
1998.  Approximately  $9.8 million of this increase was due to the net change in
gains on securities sold. Additionally,  BOK Financial recognized a gain of $3.6
million on the sale of  interests  in several  leasing  partnerships  during the
second  quarter of 1999.  Fee and  commission  income  increased  $19.2 million.
Deposit fees increased $7.1 million, including $4.9 million from acquired banks.
Transaction  card fees increased $8.2 million due primarily to increased  volume
of transactions processed.
     Many of BOK  Financial's fee generating  activities,  such as brokerage and
trading activities,  trust fees, and mortgage servicing revenue,  are indirectly
affected by changes in interest rates.  Significant  increases in interest rates
may tend to decrease the volume of trading  activities,  and may lower the value
of trust assets  managed,  which is the basis of certain fees, but would tend to
decrease the incidence of mortgage loan  prepayments.  Similarly,  a decrease in
economic activity would decrease ATM, bankcard and related revenue.
     While management expects continued growth in other operating  revenue,  the
future rate of increase could be affected by increased competition from national
and regional financial institutions and from market saturation. Continued growth
may require BOK  Financial  to  introduce  new products or to enter new markets.
This growth introduces additional demands on capital and managerial resources.

Lines of Business
     BOK Financial  operates four principal  lines of business under its Bank of
Oklahoma franchise:  corporate banking,  consumer banking,  mortgage banking and
trust services.  It also operates a fifth  principal line of business,  regional
banks,  which  includes  banking  functions  for  Bank of  Albuquerque,  Bank of
Arkansas  and Bank of Texas.  These five  principal  lines of business  combined
account for approximately 87% of total revenue.  Other lines of business include
the TransFund ATM network and BOSC, Inc.
Corporate Banking

     The  Corporate  Banking  Division  provides  loan and lease  financing  and
treasury and cash  management  services to  businesses  throughout  Oklahoma and
seven  surrounding  states.  In addition  to serving the banking  needs of small
businesses,  middle market and larger customers,  the Corporate Banking Division
has  specialized  groups  which  serve  customers  in the  energy,  agriculture,
healthcare  and  banking/finance  industries.  The  Corporate  Banking  Division
contributed  52%  of  consolidated  net  income  for  2000  compared  to  58% of
consolidated net income for 1999.  Total revenue for this division  increased 7%
primarily due to a 15% increase in outstanding  loans.  This increase in revenue
was  partially  offset by increases  in internal  funding  rates  charged to the
Corporate  Banking Division.  Operating expense for this division  increased 8%.
Net loans  charged off for the Corporate  Banking  Division were $4.0 million in
2000 compared to net recoveries of $1.1 million in 1999.
Table 4  Corporate Banking
         (In Thousands)
                           Years ended December 31,
                    ----------------------------------------
                          2000         1999         1998
                    ----------------------------------------
  Revenue (interest
    expense) from
    external sources $  262,857   $  218,917   $  182,595
  Revenue (interest
    expense)from
    internal sources   (121,430)     (86,972)     (68,539)
  Operating expense      52,666       48,943       51,190
  Net income             51,815       51,390       38,373
  Average assets     $3,801,209   $3,381,502   $2,718,472
  Average equity        411,214      352,396      271,420
  Return on assets         1.36%        1.52%        1.41%
  Return on equity        12.60%       14.58%       14.14%
  Efficiency ratio        37.24%       37.09%       44.88%


Consumer Banking

     The Consumer Banking Division  provides its customers  throughout  Oklahoma
with a full line of deposit,  loan and  fee-based  services  through  four major
distribution channels:  traditional branches,  supermarket branches, the 24-hour
ExpressBank  call  center,  and the  Internet.  Additionally,  the division is a
significant  referral  source for the Bank of Oklahoma  Mortgage  Division ("BOk
Mortgage") and BOSC's Retail Brokerage  division.  The Consumer Banking Division
contributed 17% of consolidated  net income for 2000 and 13% of consolidated net
income for 1999. Total revenue,  which consists primarily of intercompany credit
for funds provided to other divisions within BOK Financial and fees generated by
various services,  increased 18% during 2000.  Increases in short-term  interest
rates  during 2000  increased  the internal  rates paid to the Consumer  Banking
Division for funds they provided to BOK Financial.  Operating expenses increased
7% during 2000.  The result is an  improvement  in returns on average assets and
equity for the division and a lower efficiency ratio.

Table 5  Consumer Banking
         (In Thousands)
                               Years ended December 31,
                      -----------------------------------------
                          2000         1999          1998
                      ------------- ------------ --------------
Revenue (interest
  expense)from
  external sources    $  (8,603)    $  (5,871)    $  (12,984)
Revenue (interest
  expense)from
  internal sources       85,329        70,665         75,445
Operating expense        45,606        42,562         47,368
Net income               16,917        11,722          7,937
Average assets        $1,813,303    $1,728,209    $1,785,025
Average equity           54,706        46,098         43,640
Return on assets           0.93%         0.68%         0.44%
Return on equity          30.92%        25.43%        18.19%
Efficiency ratio          59.44%        65.69%        75.84%

Mortgage Banking

     BOK Financial engages in mortgage banking  activities through BOk Mortgage.
These activities  include the  origination,  marketing and servicing of mortgage
loans.  BOk Mortgage  contributed 3% to consolidated net income in 2000 compared
to 2% in 1999.
     Total revenue from BOk Mortgage decreased  $1.7 million  during 2000. Total
mortgage loan production decreased to $531 million for 2000 from $688 million in
1999 due to higher interest rates during much of 2000. However, revenue provided
by origination and marketing  activities in 2000 increased  $711 thousand or 20%
compared to 1999 due to improved pricing of loans sold.
     Commitments  to  originate  mortgage  loans create both credit and interest
rate risk. Credit risk is managed through underwriting  policies and procedures,
and interest rate risk is partially hedged through forward sales contracts.  All
fixed rate mortgage loans are generally sold in the secondary market pursuant to
forward sales  contracts.  BOk Mortgage  currently does not securitize  pools of
mortgage loans either for sale or retention.
     Mortgage loan servicing  revenue totaled $32.9 million for 2000 compared to
$33.4 million for 1999.  Mortgage  loans  serviced by BOk Mortgage  totaled $6.9
billion at December 31,  2000 compared to $7.0 billion at the end of 1999. These
amounts include loans serviced for BOk of $167 million for 2000 and $107 million
for 1999.
     Capitalized  mortgage  servicing  rights,  which  totaled  $111  million at
December 31, 2000 and $114 million at December 31, 1999 represent mortgage loans
serviced for others carried at the lower of amortized  cost or fair value.  Fair
value is based on the present value of projected net servicing  revenue over the
estimated life of the mortgage loans serviced. This estimated life and the value
of the servicing rights are very sensitive to changes in interest rates and loan
prepayment assumptions.  Rising interest rates tend to decrease loan prepayments
and increase the value of mortgage servicing rights while falling interest rates
have the opposite  effect.  A valuation  allowance is provided for the excess of
the carrying value of the servicing rights over their fair values. BOK Financial
acquires  mortgage-backed  and principal  only  securities as an economic  hedge
against  the  impairment  in  the  mortgage  servicing   portfolio.   Additional
discussion about the sensitivity of the mortgage servicing  portfolio to changes
in interest rates and this hedging strategy is in the Market Risk section.

Table 6  Mortgage Banking
           (In Thousands)
                              Years ended December 31,
                        -------------------------------------
                             2000        1999        1998
                        -------------------------------------
    Revenue (interest
      expense)from
      external sources   $  56,175   $  51,160  $  60,512
    Revenue (interest
      expense)from
      internal sources     (15,006)     (8,296)   (10,456)
    Operating expense       38,028      39,754     41,926
    Provision for
      impairment of
      mortgage servicing
      rights                 2,900           -     (2,290)
    Gains (losses) on
      sales of               5,257           -          -
    securities
    Net income               3,325       1,850      6,288

    Average assets        $412,218    $355,888   $367,934
    Average equity          32,333      32,010     30,229

    Return on assets          0.81%       0.52%     1.71%
    Return on equity         10.28%       5.78%    20.80%
    Efficiency ratio         92.37%      92.74%    83.76%

Trust Services

     BOK  Financial   provides  a  wide  range  of  trust  services,   including
institutional,  investment  and  retirement  products  and  services to affluent
individuals and businesses,  to  not-for-profit  organizations  and governmental
agencies  through the Bank of Oklahoma  Trust  Division  and Bank of Texas Trust
Company.  Trust services are primarily  provided to clients in Oklahoma,  Texas,
Arkansas  and New Mexico.  Additionally,  trust  services  include a  nationally
competitive  self-directed  401-k program with clients in Dallas,  Chicago,  New
York and Los  Angeles.  At December  31,  2000,  trust  assets with an aggregate
market  value of $18 billion  were  subject to various  fiduciary  arrangements,
compared to $17 billion at December 31, 1999. Trust services  contributed 10% to
consolidated  net income for 2000  compared to 9% for 1999.  Total  revenue from
trust  services  increased  $5.1  million  or 11% during  2000  while  operating
expenses increased $2.2 million or 6%.

Table 7  Trust Services
           (In Thousands)
                               Years ended December 31,
                         --------------------------------------
                              2000         1999        1998
                         ------------- ----------- ------------
  Revenue (interest
    expense)from
    external sources      $  43,692    $  40,394   $  33,398
  Revenue (interest
    expense)from
    internal sources          8,968       7,208        6,468
  Operating expense          36,277      34,065       30,985
  Net income                 10,008       8,228        5,351

  Average assets           $355,585    $332,839     $292,175
  Average equity             38,756      34,300       27,243

  Return on assets            2.81%        2.47%        1.83%
  Return on equity           25.82%       23.99%       19.64%
  Efficiency ratio           68.89%       71.56%       77.72%

Regional Banks

     Regional  banks  include  Bank of  Texas,  Bank of  Arkansas,  and  Bank of
Albuquerque. Each of these banks provides a full range of corporate and consumer
banking,  treasury services and retail investments in their respective  markets.
Small businesses and middle-market  corporations are the regional banks' primary
customer focus.
     Regional banks  contributed $13.9 million or 14% to consolidated net income
in 2000 compared to $7.4 million or 8% in 1999. Total revenue for 2000 increased
$21.0 million compared to 1999 while operating expenses increased  $7.6 million.
The  increase  in  operating  expenses  included  a  $3.7 million   increase  in
intangible  amortization expense.  Average equity assigned to the regional banks
included  both an  amount  based  on  management's  assessment  of  risk  and an
additional  amount  based upon BOK  Financial's  investment  in these  entities.
Management  excludes the  amortization of all intangible  assets when evaluating
the performance of the regional banks on a tangible return basis.

Table 8    Regional Banks
           (In Thousands)
                               Years ended December 31,
                       -----------------------------------------
                          2000          1999          1998
                     -------------------------------------------
Revenue (interest
  expense)from
  external sources    $  110,468   $    78,517     $  33,670
Revenue (interest
  expense)from
  internal sources       (18,250)       (7,596)       (1,673)
Operating expense         63,894        56,249        21,562
Gains (losses) on
  sales of securities       (356)          (53)          613
Net income                13,868         7,405         5,742
Tangible net income       24,095        14,355        10,793

Average assets        $2,381,886    $1,807,963      $644,235
Average equity           269,762       206,336        85,205

Tangible return on
  assets                    1.01%         0.79%         1.68%
Tangible return on
  equity                    8.93%         6.96%        12.67%
Efficiency ratio           69.29%        79.31%        67.39%


OTHER OPERATING EXPENSE

     Other operating  expense totaled $302.8 million for 2000 compared to $280.5
million in 1999, an increase of 8%. Personnel costs and occupancy, equipment and
data processing comprised most of the increase.
     Personnel  costs  increased  $10.2  million  or  8%.  Regular  compensation
(including   overtime  and   temporary   assistance)   and  benefits   increased
$6.1 million  or 6%. Average  staffing on a full time  equivalent  ("FTE") basis
increased  by 77  employees  or 3% while  average  compensation  expense per FTE
increased  by 5%.  Incentive  compensation  increased  by  $3.4  million  or 20%
compared to 1999 due to growth in revenue over pre-determined targets and growth
in the number of business units covered by incentive plans.
     Net  occupancy,  equipment and data  processing  expense for 2000 increased
$7.7 million or 13%.  Equipment  expense increased by $3.1 million due primarily
to  depreciation  of  computer  equipment  purchased  in  1998  and  1999.  Data
processing  costs  increased $3.0 million or 11% due primarily to a $1.6 million
increase in processing charges.
     Other  operating  expenses  for the fourth  quarter of 2000  totaled  $79.3
million  compared to $74.3  million for the fourth  quarter of 1999.  The fourth
quarter of 2000  included a $2.9 million  provision  for  impairment of mortgage
servicing  rights  compared to no  impairment  expense in the fourth  quarter of
1999.  Excluding the effects of this impairment  charge,  operating expenses for
the fourth quarter of 2000 increased by 3% due to higher personnel costs.
     Other operating  expense totaled $280.5 million for 1999 compared to $234.0
million  in 1998,  an  increase  of 20%.  Approximately  $30.2  million  of this
increase  was  related to  acquisitions.  Operating  expenses  for  acquisitions
increased  personnel  costs  by $11.5  million,  occupancy,  equipment  and data
processing  expenses by $5.5 million and  amortization  of intangible  assets by
$6.8 million.  Excluding the effects of  acquisitions,  other operating  expense
increased  $16.3 million or 7%.  Personnel  costs increased $26.6 million or 24%
due to a 333 increase in the number of average FTE  employees  and a 9% increase
in average  compensation  per  employee.  Additionally,  incentive  compensation
increased  by $5.4 million or 46% compared to 1998 due to growth in revenue over
pre-determined  targets  and growth in the number of business  units  covered by
incentive plans. Net occupancy,  equipment and data processing  expense for 1999
increased $14.5 million or 33%. Net occupancy expense increased by $4.4 million,
including $2.5 million due to  acquisitions.  The remaining  increase was due to
additional  locations in Oklahoma and Texas. Data processing  expenses increased
$5.9 million or 28%, including $1.2 million from acquisitions.  Amortization and
maintenance  costs  increased  $1.3  million  during  1999 to  $3.3 million  due
primarily to various systems  implemented over the past two years. The remaining
increase was due to a higher volume of transactions processed.

<TABLE>
Table 9    Other Operating Expense
           (In Thousands)
                                                                   Years ended December 31,
                                                       -------------------------------------------------
                                                          2000     1999      1998      1997      1996
                                                       ------------------- -----------------------------
<S>                                                     <C>      <C>       <C>      <C>       <C>
Personnel expense                                       $146,215 $136,010  $109,437 $  90,625 $  74,460
Business promotion                                         8,395    9,077     8,220     8,886     6,552
Contribution of stock to BOk Charitable Foundation             -        -     2,257     3,638         -
Professional fees and services                             9,618    9,584     9,781     6,906     5,508
Net occupancy, equipment and data processing expense      65,718   58,024    43,519    36,265    31,460
FDIC and other insurance                                   1,569    1,356     1,368     1,380     1,812
Special deposit insurance assessment                           -        -         -         -     3,820
Printing, postage and supplies                            11,260   11,599     9,524     8,067     7,042
Net gains and operating expenses on repossessed assets    (1,283)  (3,473)     (474)   (3,831)   (4,496)
Amortization of intangible assets                         15,478   15,823     9,515     8,968     5,555
Write-off of core deposit intangible assets related to
   SAIF-insured deposits                                       -        -         -         -     3,821
Mortgage banking costs                                    22,274   23,932    25,949    19,968    15,473
Provision for impairment of mortgage servicing rights      2,900        -    (2,290)    4,100       361
Other expense                                             20,671   18,584    17,189    14,882    11,837
-------------------------------------------------------------------------- -----------------------------
     Total                                              $302,815 $280,516  $233,995  $199,854  $163,205
-------------------------------------------------------------------------- -----------------------------
</TABLE>

INCOME TAXES

     Income tax expense was $47.6  million,  $44.5 million and $37.2 million for
2000, 1999 and 1998, respectively,  representing 32%, 33% and 32%, respectively,
of book taxable income.  Tax expense currently payable totaled  $38.4 million in
2000 compared to $43.8 million in 1999 and  $46.4 million  in 1998. The Internal
Revenue  Service closed its  examination of 1996 during 2000. As a result of the
outcome of this  examination,  BOK  Financial  reduced  its tax  accrual by $3.0
million.  Income tax expense for 2000 was 34% of pre-tax  book income  excluding
the reversal of this accrual.  During 1998 and 1999,  Internal  Revenue  Service
examinations  for 1994 and 1995,  respectively,  were closed with no significant
adjustments.


<TABLE>
Table 10   Selected Quarterly Financial Data
            (In Thousands Except Per Share Data)
                                                           Fourth        Third       Second        First
                                                         ------------ ------------ ------------ ------------
                                                                                2000
                                                         ---------------------------------------------------
<S>                                                       <C>          <C>          <C>          <C>
Interest revenue                                          $173,495     $163,577     $156,314     $145,344
Interest expense                                           104,303       95,430       88,444       81,666
-------------------------------------------------------- ------------ ------------ ------------ ------------
Net interest revenue                                        69,192       68,147       67,870       63,678
Provision for loan losses                                    6,000        5,031        3,534        2,639
-------------------------------------------------------- ------------ ------------ ------------ ------------
Net interest revenue after provision for loan losses        63,192       63,116       64,336       61,039
Other operating revenue                                     51,628       50,378       48,030       46,808
Securities gains (losses), net                               3,296         (538)        (682)         (17)
Other operating expense                                     79,318       73,964       74,917       74,616
-------------------------------------------------------- ------------ ------------ ------------ ------------
Income before taxes                                         38,798       38,992       36,767       33,214
Income tax expense                                          13,302       13,355       12,573        8,401
-------------------------------------------------------- ------------ ------------ ------------ ------------
Net income                                               $  25,496    $  25,637    $  24,194    $  24,813
-------------------------------------------------------- ------------ ------------ ------------ ------------
Earnings per share:
   Basic                                                       .51          .51          .48          .50
-------------------------------------------------------- ------------ ------------ ------------ ------------
   Diluted                                                     .46          .46          .43          .45
-------------------------------------------------------- ------------ ------------ ------------ ------------
Average shares:
   Basic                                                    49,158       49,081       49,170       49,165
-------------------------------------------------------- ------------ ------------ ------------ ------------
   Diluted                                                  55,630       55,553       55,629       55,639
-------------------------------------------------------- ------------ ------------ ------------ ------------
</TABLE>

<TABLE>
                                                                                1999
                                                         ----------------------------------------------------
<S>                                                       <C>          <C>          <C>          <C>
Interest revenue                                          $139,714     $131,734     $118,256     $110,570
Interest expense                                            74,571       69,347       61,673       58,559
-------------------------------------------------------- ------------ ------------ ------------ -------------
Net interest revenue                                        65,143       62,387       56,583       52,011
Provision for loan losses                                    2,255        2,142        2,538        3,430
-------------------------------------------------------- ------------ ------------ ------------ -------------
Net interest revenue after provision for loan losses        62,888       60,245       54,045       48,581
Other operating revenue                                     46,641       45,320       49,719       47,191
Securities gains (losses), net                                  80         (485)        (288)         274
Other operating expense                                     74,257       70,755       70,678       64,826
-------------------------------------------------------- ------------ ------------ ------------ -------------
Income before taxes                                         35,352       34,325       32,798       31,220
Income tax expense                                          12,155       11,589       10,742        9,983
-------------------------------------------------------- ------------ ------------ ------------ -------------
Net income                                               $  23,197    $  22,736    $  22,056    $  21,237
-------------------------------------------------------- ------------ ------------ ------------ -------------
Earnings per share:
   Basic                                                       .46          .46          .44          .43
-------------------------------------------------------- ------------ ------------ ------------ -------------
   Diluted                                                     .42          .41          .39          .38
-------------------------------------------------------- ------------ ------------ ------------ -------------
Average shares:
   Basic                                                    49,144       49,091       49,019       48,974
-------------------------------------------------------- ------------ ------------ ------------ -------------
   Diluted                                                  55,809       55,867       55,915       55,866
-------------------------------------------------------- ------------ ------------ ------------ -------------
</TABLE>

ASSESSMENT OF FINANCIAL CONDITION

SECURITIES PORTFOLIO

     Securities are identified as either  investment or available for sale based
upon various factors, including asset/liability management strategies, liquidity
and profitability objectives, and regulatory requirements. Investment securities
are carried at cost,  adjusted  for  amortization  of premiums or  accretion  of
discounts.   Amortization   or  accretion  of   mortgage-backed   securities  is
periodically adjusted for estimated  prepayments.  Available for sale securities
are  those  that  may be sold  prior  to  maturity  based  upon  asset/liability
management decisions. Securities identified as available for sale are carried at
fair value.  Unrealized gains or losses on available for sale  securities,  less
applicable  deferred  taxes,  are recorded as  accumulated  other  comprehensive
income in Shareholders' Equity.
     During 2000,  BOK  Financial  increased  its  securities  portfolio by $119
million.  Most  notably,  mortgage-backed  securities  increased by $145 million
while  U.S.  Treasury  securities  decreased  by $27  million.  Mortgage  backed
securities  with an  amortized  cost of $203  million  and a fair  value of $210
million  have been  designated  by  management  as an economic  hedge  portfolio
against possible  impairment in the mortgage servicing  portfolio.  The value of
these  securities  is expected to increase  during  periods of falling  interest
rates to offset the decline of value in the mortgage servicing portfolio.  Gains
on sales of these securities may be recognized periodically to offset either the
economic loss in the servicing  portfolio or the impairment  charges required by
generally accepted accounting principles.
     BOK Financial's total securities portfolio value changed from an unrealized
loss of $73 million at December 31, 1999 to an unrealized  gain of $6 million at
December 31, 2000 due to a decrease in market interest rates.
     The average expected life of the  mortgage-backed  securities was 2.9 years
at  December 31,  2000 compared to 4.4 years at December 31, 1999. The effect of
changes in interest rates on BOK Financial's earnings and equity is discussed in
the Market Risk section of this report.
     Table 11  presents  the book  values  and fair  values  of BOK  Financial's
securities portfolio at December 31, 2000, 1999 and 1998. Additional information
regarding the  securities  portfolio is presented in Note 3 to the  Consolidated
Financial Statements.

<TABLE>
Table 11   Securities
           (In Thousands)
                                                                          December 31,
                                          -----------------------------------------------------------------------------
                                                    2000                      1999                      1998
                                          ------------------------- ------------------------- -------------------------
                                           Amortized      Fair       Amortized      Fair       Amortized      Fair
                                             Cost         Value        Cost         Value        Cost         Value
                                          ------------ ------------ ------------ ------------ ------------ ------------
Investment:
<S>                                       <C>           <C>         <C>          <C>          <C>          <C>
  U.S. Treasury                           $         -   $        -  $       196  $       198  $       600  $       600
  Municipal and other tax-exempt              207,177      207,641      186,177      184,748      184,988      184,521
  Mortgage-backed U.S. agency securities       11,541       11,567       18,051       17,926       30,385       30,829
  Other debt securities                        14,653       14,659        8,756        8,752       11,804       11,804
------------------------------------------------------ ------------ ------------ ------------ ------------ ------------
     Total                                $   233,371   $  233,867  $   213,180  $   211,624  $   227,777  $   227,754
------------------------------------------------------ ------------ ------------ ------------ ------------ ------------
Available for sale:
    U.S. Treasury                         $    85,656   $   85,564  $   112,902  $   111,860  $   170,862  $   171,707
    Municipal and other tax-exempt             14,492       14,552       13,086       13,094       92,082       93,131
    Mortgage-backed securities:
      U.S. agencies                         2,050,100    2,046,318    2,174,916    2,106,094    1,902,568    1,913,869
      Other                                   478,065      486,170      202,229      200,558        1,772        1,762
------------------------------------------------------ ------------ ------------ ------------ ------------ ------------
        Total mortgage-backed securities    2,528,165    2,532,488    2,377,145    2,306,652    1,904,340    1,915,631
------------------------------------------------------ ------------ ------------ ------------ ------------ ------------
    Other debt securities                         242          245          353          353          456          462
    Equity securities and mutual funds        129,823      130,971      156,476      156,745      142,460      148,444
------------------------------------------------------ ------------ ------------ ------------ ------------ ------------
      Total                                $2,758,378   $2,763,820   $2,659,962   $2,588,704   $2,310,200   $2,329,375
------------------------------------------------------ ------------ ------------ ------------ ------------ ------------
</TABLE>


LOANS

     Loans increased $874 million or 19% during 2000. Commercial loans increased
by $583  million or 22% over 1999.  This  continues a trend of strong  growth in
commercial loans. All identified  segments of commercial loans grew by more than
10%  except  agriculture.  Commercial  loans  now  comprise  59% of total  loans
compared to 57% at December 31,  1999. Energy loans increased by $231 million or
38%  during  2000 and  totaled  $837  million  or 15% of the loan  portfolio  at
year-end.  Commercial loans to service entities increased by $156 million or 19%
during 2000.  Total  commercial  real estate loans grew by  $176 million  or 16%
during 2000. Construction and land development loans, which consist primarily of
single-family construction loans, increased by 25% during 2000. Management plans
to decrease  the rate of loan growth in 2001 through a selective  tightening  of
credit  standards.  The primary focus will be on commercial  lending  activities
that have an opportunity to provide other banking services to the customer.

<TABLE>
Table 12   Loans
           (In Thousands)
                                                                       December 31,
                                               -----------------------------------------------------------
                                                    2000        1999        1998       1997        1996
                                               ---------------------------------------------- ------------
Commercial:
<S>                                            <C>         <C>         <C>        <C>        <C>
   Energy                                      $  837,223  $  606,561  $  468,700 $  333,988 $   290,162
   Manufacturing                                  421,046     344,175     245,268    205,836     147,931
   Wholesale/retail                               499,017     407,785     279,265    264,029     242,859
   Agriculture                                    185,407     173,653     160,241    155,868     129,202
   Services                                       963,171     807,184     635,585    482,476     340,956
   Other commercial and industrial                342,169     325,343     200,214    107,260     128,158
Commercial real estate:
   Construction and land development              311,700     249,160     174,059    104,322      69,265
   Multifamily                                    271,459     257,187     181,525    103,218     150,457
   Other real estate loans                        687,335     588,195     404,985    284,220     221,499
Residential mortgage:
   Secured by 1-4 family residential properties   638,044     531,058     500,690    435,753     403,958
   Residential mortgages held for sale             48,901      57,057     100,269     79,779      96,789
Consumer                                          312,390     296,131     296,298    299,272     249,008
--------------------------------------------------------------------------------------------- ------------
     Total                                     $5,517,862  $4,643,489  $3,647,099 $2,856,021  $2,470,244
--------------------------------------------------------------------------------------------- ------------
</TABLE>

     While  BOK  Financial  continues  to  increase  geographic  diversification
through expansion into Texas and New Mexico,  geographic  concentration subjects
the loan portfolio to the general economic conditions in Oklahoma.  Notable loan
concentrations  by the  primary  industry  of the  borrowers  are  presented  in
Table 12.  Agriculture  includes  loans  totaling  $147  million  to the  cattle
industry.  Services  include  loans  totaling  $132 million  to  the  healthcare
industry,  $124 million to nursing homes and $65 million to the hotel  industry.
Approximately  41% of  commercial  real  estate  loans are  secured by  property
located in Oklahoma, primarily in the Tulsa or Oklahoma City metropolitan areas.
An  additional  30% of  commercial  real  estate  loans are  secured by property
located in Texas.  The major  components  of other real estate  loans are office
buildings, $240 million and retail facilities, $205 million.

<TABLE>
Table 13   Loan Maturity and Interest Rate Sensitivity at December 31, 2000
           (In Thousands)
                                                     Remaining Maturities of Selected Loans
                                                     -------------------------------------
                                             Total   Within 1 Year 1-5 Years After 5 Years
                                         ------------------------ ----------- ------------
Loan maturity:
<S>                                       <C>         <C>          <C>          <C>
   Commercial                             $3,248,033  $1,369,971   $1,500,478   $377,584
   Commercial real estate                  1,270,494     479,599      592,626    198,269
---------------------------------------- ------------------------ ----------- ------------
      Total                               $4,518,527  $1,849,570   $2,093,104   $575,853
---------------------------------------- ------------------------ ----------- ------------
Interest rate sensitivity for selected
  loans with:
   Predetermined interest rates          $   855,142 $   116,016  $   488,736   $250,390
   Floating or adjustable interest rates   3,663,385   1,733,554    1,604,368    325,463
---------------------------------------- ------------------------ ----------- ------------
      Total                               $4,518,527  $1,849,570   $2,093,104   $575,853
---------------------------------------- ------------------------ ----------- ------------
</TABLE>


SUMMARY OF LOAN LOSS EXPERIENCE

     The reserve for loan losses,  which is available to absorb losses  inherent
in the loan portfolio, totaled $83 million at December 31, 2000, compared to $76
million at December 31,  1999.  This represents  1.51% and 1.66% of total loans,
excluding  loans held for sale,  at December  31,  2000 and 1999,  respectively.
Losses on loans  held for  sale,  principally  mortgage  loans  accumulated  for
placement in securitized  pools, are charged to earnings through  adjustments in
carrying  value  to the  lower  of cost  or  market  value  in  accordance  with
accounting   standards   applicable  to  mortgage  banking.   Table 14  presents
statistical  information regarding the reserve for loan losses for the past five
years.

<TABLE>
Table 14   Summary of Loan Loss Experience
           (Dollars In Thousands)
                                                                     Years ended December 31,
                                                 ---------------------------------------------------------------
                                                   2000         1999          1998         1997         1996
                                                 ---------------------------------------------------------------
<S>                                              <C>          <C>           <C>          <C>          <C>
Beginning balance                                $76,234      $65,922       $54,044      $45,907      $39,116
  Loans charged-off:
    Commercial                                     7,747        2,136         3,219        3,350        2,469
    Commercial real estate                         1,176           35           175          698          529
    Residential mortgage                             285          617           202          440          240
    Consumer                                       5,593        4,560         4,000        4,791        3,515
----------------------------------------------------------------------------------------------------------------
      Total                                       14,801        7,348         7,596        9,279        6,753
----------------------------------------------------------------------------------------------------------------
  Recoveries of loans previously charged-off:
    Commercial                                     1,126        3,110         1,487        2,543        3,748
    Commercial real estate                           428          487         1,398          957        4,113
    Residential mortgage                             157           17           162          557          262
    Consumer                                       2,307        2,156         1,836        1,578        1,002
----------------------------------------------------------------------------------------------------------------
      Total                                        4,018        5,770         4,883        5,635        9,125
----------------------------------------------------------------------------------------------------------------
Net loans charged-off (recoveries)                10,783        1,578         2,713        3,644       (2,372)
Provision for loan losses                         17,204       10,365        14,591        9,256        4,419
Additions due to acquisitions                          -        1,525             -        2,525            -
----------------------------------------------------------------------------------------------------------------
Ending balance                                   $82,655      $76,234       $65,922      $54,044      $45,907
----------------------------------------------------------------------------------------------------------------
Reserve for loan losses to loans outstanding at      1.51%        1.66%         1.86%        1.95%        1.93%
year-end(1)
Net charge-offs (recoveries) to average loans         .22          .04           .09          .14         (.10)
Provision for loan losses to average loans            .35          .26           .48          .35          .19
Recoveries to gross charge-offs                     27.15        78.52         64.28        60.73       135.13
Reserve as a multiple of net charge-offs             7.67x       48.31x        24.30x       14.83x      (19.35)x
(recoveries)
----------------------------------------------------------------------------------------------------------------
Problem Loans
----------------------------------------------------------------------------------------------------------------
Loans past due (90 days)                         $15,467      $11,336      $  9,553      $10,710     $  9,729
Nonaccrual(2)                                     39,661       19,465        14,095       19,761       19,964
Renegotiated                                          87            -             -          207            -
----------------------------------------------------------------------------------------------------------------
     Total                                       $55,215      $30,801       $23,648     $ 30,678     $ 29,693
----------------------------------------------------------------------------------------------------------------
Foregone interest on nonaccrual loans(2)         $ 3,803     $  2,321      $  2,271     $  2,981     $  3,088
----------------------------------------------------------------------------------------------------------------
<FN>
1    Excludes residential mortgage loans held for sale, which are carried at the
     lower of aggregate cost or market value.
2    Interest  collected and recognized on nonaccrual  loans was $3.3 million in
     1998 and was not significant in 2000 and previous years disclosed.
</FN>
</TABLE>

     The adequacy of the reserve for loan losses is assessed by management based
upon an ongoing quarterly  evaluation of the probable  estimated losses inherent
in the portfolio,  and includes  probable losses on both  outstanding  loans and
unused  commitments  to provide  financing.  A consistent  methodology  has been
developed that includes reserves assigned to specific criticized loans,  general
reserves that are based upon a statistical  migration analysis for each category
of loans, and a nonspecific  allowance that is based upon an analysis of current
economic conditions,  loan concentrations,  portfolio growth, and other relevant
factors.  An independent  Credit  Administration  department is responsible  for
performing  this  evaluation for all of BOK  Financial's  subsidiaries to ensure
that the methodology is applied consistently.
     All  significant   criticized   loans  are  reviewed   quarterly.   Written
documentation of these reviews is maintained.  Specific  reserves for impairment
are determined in accordance with generally accepted  accounting  principles and
appropriate  regulatory  standards.  At  December 31,  2000 specific  impairment
reserves totaled $8.0 million on loans that totaled $38 million.
     The adequacy of general loan loss reserves is determined  primarily through
an  internally   developed   migration   analysis  model.   Management  uses  an
eight-quarter  aggregate  accumulation  of net loan losses as the basis for this
model. Greater emphasis is placed on net loan losses in the more recent periods.
This model is used to assign general loan loss reserves to commercial  loans and
leases,  residential  mortgage loans and consumer loans.  All loans,  leases and
letters of credit are allocated a migration factor by this model. Management can
override the general allocation only by utilizing a specific allocation based on
a measure of impairment of the loan.
     A  nonspecific  allowance  for loan losses is  maintained  for risks beyond
those factors specific to a particular loan or those identified by the migration
analysis.  These factors  include trends in general  economic  conditions in BOK
Financial's  primary  lending areas,  duration of the business  cycle,  specific
conditions in  industries  where BOK  Financial  has a  concentration  of loans,
overall growth in the loan portfolio, bank regulatory examination results, error
potential in either the migration  analysis model or in the underlying data, and
other relevant factors.  A range of potential losses is then determined for each
factor identified.

     At December 31, 2000,  the loss potential  ranges for the more  significant
factors are:

     Concentration of large loans - $1.2 million to $2.3 million
     Loan portfolio growth and expansion into new markets - $1.2 million to
        $2.4 million

     A  provision  for loan  losses  is  charged  against  earnings  in  amounts
necessary to maintain an adequate  allowance for loan losses.  These  provisions
totaled  $17.2  million for 2000,  $10.4  million for 1999 and $14.6 million for
1998. The provision for 2000 reflected management's assessment of changes in the
risk of loan losses due primarily to an increase in net loans charged-off during
the year and increased levels of nonperforming and potential problem loans.

<TABLE>
Table 15   Loan Loss Reserve Allocation
           (Dollars in Thousands)
                                                                     December 31,
                          ----------------------------------------------------------------------------------------------
                                 2000              1999               1998                1997               1996
                          ------------------------------------------------------- ------------------- ------------------
                                      % of              % of               % of                % of               % of
                          Reserve(3) Loans(1)Reserve(3) Loans(1)Reserve(3) Loans(1) Reserve(3) Loans(1) Reserve(3)Loans(1)
                          --------- ---------------- ------------------ --------- --------- --------- --------- --------
Loan category:
<S>          <C>           <C>      <C>     <C>        <C>     <C>        <C>      <C>        <C>      <C>        <C>
   Commercial(2)           $55,187  59.39%  $47,261    58.10%  $37,570    56.09%   $35,009    55.81%   $26,741    53.91%
   Commercial real estate   12,393  23.23    11,216    23.86     7,949    21.44      3,236    17.71      3,907    18.59
   Residential mortgage      2,019  11.67     2,137    11.58     1,807    14.12      1,783    15.70      1,659    17.01
   Consumer                  6,407   5.71     6,721     6.46     6,689     8.35      5,763    10.78      5,174    10.49
   Nonspecific allowance     6,649      -     8,899        -    11,907        -      8,253        -      8,426        -
----------------------------------- ---------------- ------------------ --------- --------- --------- --------- --------
   Total                   $82,655  100.00  $76,234   100.00   $65,922   100.00    $54,044  100.00     $45,907   100.00
----------------------------------- ---------------- ------------------ --------- --------- --------- --------- --------
<FN>
1    Excludes residential mortgage loans held for sale, which are carried at the
     lower of aggregate cost or market value.
2    Specific  allocation  for Year 2000 risks were $2.0  million in 1999,  $3.6
     million in 1998 and $4.8 million in 1997.
3    Specific  allocation for the loan  concentration  risks are included in the
     appropriate category: Energy, Agriculture and Hotel/Motel.
</FN>
</TABLE>

NONPERFORMING ASSETS
     Information  regarding  nonperforming  assets,  which  were $44  million at
December 31, 2000 and $23 million at December 31, 1999 is presented in Table 16.
Nonperforming  loans include nonaccrual loans and renegotiated loans and exclude
loans 90 days or more past due. The increase in nonaccrual  loans since December
31, 1999 has generally been due to  circumstances  unique to two borrowers.  One
borrower filed for  bankruptcy  protection  after its previously  issued audited
financial statements had to be restated due to improper  accounting.  The second
borrower experienced operating problems due to a change in demand from its major
customer.  The specific  impairment reserve for loan losses reflects losses that
may be  incurred  on these  loans.  Excluding  these  two  loans,  the  ratio of
nonaccrual commercial loans to total commercial loans was .71%, .48% and .42% at
December 31, 2000, 1999 and 1998.
     The loan review  process also  identifies  loans that possess more than the
normal amount of risk due to  deterioration  in the  financial  condition of the
borrower or the value of the collateral. Because the borrowers are performing in
accordance  with  the  original  terms  of the  loan  agreements  and no loss of
principal  or  interest  is  anticipated,  such  loans are not  included  in the
Nonperforming Assets totals. These loans are assigned to various risk categories
in order to focus management's  attention on the loans with higher risk of loss.
At  December 31,  2000,  loans  totaling  $127  million  were  assigned  to  the
substandard  risk  category and loans  totaling $89 million were assigned to the
special  mention  risk  category,  compared  to $67  million  and  $29  million,
respectively,  at  December  31,  1999.  The  increase  in special  mention  and
substandard  loans  generally  reflects  loans  for  business   acquisitions  or
expansions  that  were  either  adversely   affected  by  market  conditions  or
ineffectively managed by the borrowers.  Further deterioration of the borrowers'
performance  may occur and a more  severe  classification  including  additional
loans   classified  as  nonaccrual  and   charge-offs  may  be  required  before
improvement  is  demonstrated.  The  growth in  nonaccrual  loans and  potential
problem loans was not  concentrated in any particular  segment of the commercial
loan portfolio.

<TABLE>
Table 16 Nonperforming Assets
           (Dollars in Thousands)
                                                                               December 31,
                                                           --------------------------------------------------
                                                              2000      1999       1998      1997       1996
                                                           ------------------- ------------------------------
Nonperforming loans
   Nonaccrual loans:
<S>                                                         <C>       <C>       <C>        <C>       <C>
     Commercial                                             $37,146   $12,686   $  8,394   $12,745   $13,495
     Commercial real estate                                     161     2,046      1,950     3,276     2,813
     Residential mortgage                                     1,855     3,383      2,583     2,985     3,070
     Consumer                                                   499     1,350      1,168       755       586
------------------------------------------------------------------------------ ------------------------------
       Total nonaccrual loans                                39,661    19,465     14,095    19,761    19,964
   Renegotiated loans                                            87         -          -       207         -
------------------------------------------------------------------------------ ------------------------------
     Total nonperforming loans                               39,748    19,465     14,095    19,968    19,964
   Other nonperforming assets                                 3,851     3,478      4,667     5,281     4,620
------------------------------------------------------------------------------ ------------------------------
     Total nonperforming assets                             $43,599   $22,943    $18,762   $25,249   $24,584
------------------------------------------------------------------------------ ------------------------------
Ratios:
   Reserve for loan losses to nonperforming loans            207.95%   391.65%    467.70%   270.65%   229.95%
   Nonperforming loans to period-end loans(2)                   .73       .42        .40       .72       .84
------------------------------------------------------------------------------ ------------------------------

Loans past due (90 days)(1)                                 $15,467   $11,336   $  9,553   $10,710  $  9,729
------------------------------------------------------------------------------ ------------------------------
<FN>
1 Includes residential mortgages guaranteed by agencies of
  the U.S. Government.                                     $  7,616  $  8,538   $  8,122  $  7,072  $  4,755
  Excludes residential mortgages guaranteed by agencies of
  the U.S. Government in foreclosure.                         5,630     8,310      6,953     7,396     9,177
2 Excludes residential mortgage loans held for sale.
</FN>
</TABLE>

LEASING

     BOK Financial  expanded its  equipment  leasing  activities  during 2000 to
include  a much  greater  range of  equipment  financing  than the  natural  gas
compressors that were the focus of BOK Financial's  previous leasing activities.
Other assets included $37 million of equipment held for various operating leases
at December  31, 2000,  compared to $14 million at December  31,  1999.  Capital
leasing  which  totaled  $37  million at  December  31,  2000 and $14 million at
December 31, 1999 are included in commercial loans.  These activities  introduce
unique credit,  collateral valuation, and transaction structure risk. All leases
are subject to the same approval  process as  commercial  loans and are reviewed
regularly by the Credit Administration Department to mitigate these risks.

DEPOSITS
     Average  deposits  for  2000  increased  $655  million  compared  to  1999.
Interest-bearing  transaction  accounts  and  time  deposits  increased  by $172
million and $511 million,  respectively.  The average cost of these deposits has
increased  during  2000 due to  higher  market  interest  rates  and  management
decisions to increase the amount of asset growth funded by deposits.
     Average  core  deposits   increased  $138  million  to  $3  billion.   This
represented  60%  of  average   deposits  in  2000  compared  to  65%  in  1999.
Concurrently,  uninsured  deposits  increased to 33% of total  deposits for 2000
compared to 27% for 1999. Average uninsured deposits included approximately $352
million of brokered deposits. Uninsured deposits as used in this presentation is
based on a simple  analysis of account  balances  and does not reflect  combined
ownership and other account styling that would determine insurance based on FDIC
regulations.

Table 17 Deposit Analysis
           (In Thousands)            Average Balances
                                ----------------------------
                                    2000          1999
                                ----------------------------
  Core deposits                   $3,293,456   $3,155,930
  Public funds                       400,467      383,329
  Uninsured deposits               1,823,192    1,322,679
------------------------------------------------------------
  Total                           $5,517,115   $4,861,938
------------------------------------------------------------


     BOK  Financial  competes for deposits by offering a broad range of products
and services to its customers. While this includes offering competitive interest
rates and fees, the primary means of competing for deposits is  convenience  and
service  to the  customers.  BOk offers  banking  convenience  to its  customers
through  74  locations  including  26  locations  with  extended  hours in local
supermarkets and a 24-hour ExpressBank call center. During 2000, BOk opened four
supermarket branches to further enhance customer convenience.  Bank of Texas has
13 locations in the Dallas metropolitan area. Bank of Albuquerque has 15 banking
locations  in  Albuquerque,  New Mexico and Bank of Arkansas  has 3 locations in
northwest Arkansas.

Table 18   Maturity of Domestic CDs and Public Funds
           in Amounts of $100,000 or More
           (In Thousands)               December 31,
                                 ---------------------------
                                        2000         1999
                                 ---------------------------
  Months to maturity:
  3 or less                       $   534,960  $   461,647
  Over 3 through 6                    395,537      274,456
  Over 6 through 12                   303,260      285,010
  Over 12                             210,107      167,670
------------------------------------------------------------
  Total                           $ 1,443,864  $ 1,188,783
------------------------------------------------------------

BORROWINGS AND CAPITAL

     BOK Financial and its  subsidiary  banks use several  borrowing  sources to
supplement  deposits as a source of funds to support loan and securities growth.
Primarily   these  sources   include  federal  funds  purchased  and  securities
repurchase agreements,  advances from the Federal Home Loan Bank, and borrowings
from lines of credit through commercial banks.  Average borrowed funds increased
$376 million or 19% over 1999 and represented 29% of all funds for 2000 compared
to 28% for 1999.  Interest rates and maturity  dates for the various  sources of
funds  are  matched  with  specific  types  of  assets  in  the  asset/liability
management process.
     During  1999,  BOK  Financial  negotiated  a $125  million  variable  rate,
unsecured line of credit which matures in November 2002. The outstanding balance
of this line was $95 million at  December 31,  2000.  The  proceeds of this line
were  primarily  used to pay off  bank  debt  that  had  been  incurred  to fund
acquisitions. Interest on amounts outstanding under this line is based on either
the London  InterBank  Offering  Rate  ("LIBOR") or a base rate,  plus a defined
margin  which is  determined  by the  amount of  principal  outstanding  and BOK
Financial's  debt rating.  The base rate is defined as the greater of either the
daily federal funds rate or the prime rate.
     Equity capital for BOK Financial averaged $608 million and $542 million for
2000 and 1999,  respectively.  The $66 million  increase resulted primarily from
2000  earnings.  See  Note  14 to  the  Consolidated  Financial  Statements  for
additional  information  regarding the capital adequacy of BOK Financial and its
subsidiary banks.
     Management has identified capital and funding needs totaling  approximately
$113 million for anticipated  growth in 2001,  including the acquisition of CNBT
Bancshares,  Inc. Resources available to meet these needs include dividends from
BOK  Financial's   subsidiary  banks  and   subordinated   borrowings  from  BOK
Financial's  principal  shareholder.  Management  currently  believes  that  its
funding needs can be met by these resources.  However,  the timing and extent of
future growth plans will be evaluated based upon available resources.

MARKET RISK
     Market  risk is a broad term for the risk of  economic  loss due to adverse
changes in the fair value of a financial  instrument.  These  changes may be the
result of various  factors,  including  interest rates,  foreign exchange rates,
commodity  prices,  or equity prices.  Additionally,  the financial  instruments
subject to market risk can be classified  either as held for trading or held for
purposes other than trading.
     BOK  Financial  is subject to market risk  primarily  through the effect of
changes in interest  rates on both its  portfolio  of assets  held for  purposes
other than  trading and trading  assets.  The effect of other  changes,  such as
foreign  exchange  rates,   commodity  prices  or  equity  prices  do  not  pose
significant market risk to BOK Financial. The responsibility for managing market
risk  rests  with the  Asset/Liability  Committee  that  operates  under  policy
guidelines  established  by the  Board of  Directors.  The  negative  acceptable
variation  in net  interest  revenue and  economic  value of equity due to a 200
basis point increase or decrease in interest rates is generally limited by these
guidelines  to +/- 10%.  These  guidelines  also  establish  maximum  levels for
short-term borrowings,  short-term assets, and public and brokered deposits, and
establish  minimum levels for unpledged assets,  among other things.  Compliance
with these guidelines is reviewed monthly.

Interest Rate Risk Management (Other than Trading)

     BOK  Financial  performs a  sensitivity  analysis to identify  more dynamic
interest  rate  risk  exposures,  including  embedded  option  positions  on net
interest revenue, net income and economic value of equity. A simulation model is
used to estimate  the effect of changes in  interest  rates over the next twelve
months based on three  interest rate  scenarios.  These are a "most likely" rate
scenario and two "shock test" scenarios, the first assuming a sustained parallel
200 basis point  increase  and the second a sustained  parallel  200 basis point
decrease in interest rates. An independent  source is used to determine the most
likely  interest  rates for the next year. The Federal  Reserve Bank's  discount
rate affects short-term borrowings,  the prime lending rate and the LIBOR. These
rates  in turn  are  the  basis  for  much of the  variable-rate  loan  pricing.
Additionally,  the 30-year mortgage rate directly affects the prepayment  speeds
for  mortgage-backed   securities  and  mortgage  servicing  rights.  Derivative
financial  instruments and other financial  instruments  used for purposes other
than  trading are  included  in this  simulation.  Sensitivity  of fee income to
market interest rate levels,  such as those related to cash management  services
and mortgage  servicing are also included.  The model  incorporates  assumptions
regarding  the level of  interest  rate or  balance  changes  on  indeterminable
maturity deposits (demand deposits,  interest-bearing  transaction  accounts and
savings accounts) for a given level of market rate changes. The assumptions have
been developed through a combination of historical  analysis and future expected
pricing behavior. Interest rate swaps on all products are included to the extent
that they are effective in the 12-month simulation period. Changes in prepayment
behavior of mortgage-backed securities,  residential mortgage loans and mortgage
servicing in each rate  environment  are captured  using  industry  estimates of
prepayment  speeds for various coupon  segments of the portfolio.  The impact of
planned  growth and new  business  activities  is factored  into the  simulation
model. At  December 31,  2000 and 1999,  this modeling  indicated  interest rate
sensitivity as follows:

<TABLE>
Table 19   Interest Rate Sensitivity
(Dollars in Thousands)                            200 bp Increase           200 bp Decrease          Most Likely
                                            -----------------------------------------------------------------------
                                                 2000       1999        2000       1999       2000       1999
                                            --------------------------------------------------------------------
Anticipated impact over the next twelve
months:
<S>                                         <C>          <C>         <C>          <C>      <C>        <C>
   Net interest revenue                     $     (199)  $  (3,936)  $   2,269    $3,406   $  3,837   $   (413)
                                                  (0.1)%      (1.4)%       0.7%      1.2%       1.3%      (0.1)%
----------------------------------------------------------------------------------------------------------------
   Net income                               $     (124)  $  (2,440)  $   1,418    $2,112   $  2,398   $   (256)
                                                  (0.1)%      (2.4)%       1.3%      2.1%       2.1%      (0.3)%
----------------------------------------------------------------------------------------------------------------
   Economic value of equity                 $  (32,142)  $ (36,214)  $ (10,113)   $1,669   $ 33,255   $ (4,943)
                                                  (2.8)%      (3.2)%      (0.9)%     0.1%       2.9%      (0.4)%
----------------------------------------------------------------------------------------------------------------
</TABLE>

     The  estimated  changes in  interest  rates on net  interest  revenue,  net
income,  and economic  value of equity is within  guidelines  established by the
Board of Directors for all interest rate scenarios.
     BOK  Financial  hedges  its  portfolio  of  mortgage  servicing  rights  by
acquiring  mortgage-backed and principal only securities whenever the prepayment
risk exceeds certain levels.  The fair value of these  securities is expected to
vary  inversely to the value of the mortgage  servicing  rights.  Management may
sell these securities and recognize gains when necessary to offset losses on the
mortgage servicing rights. At December 31, 2000, securities with a fair value of
$210 million and an aggregate  unrealized  gain of $7 million were held for this
program.  The interest rate sensitivity of the mortgage servicing  portfolio and
the securities held as hedges is modeled over a range of +/- 50 basis points. At
December 31, 2000, the pre-tax results of this modeling were:

Table 20   Mortgage Servicing Interest Rate Sensitivity
           (In Thousands)
                                           2000
                                    -------------------
                                    50 bp   50 bp
                                    Increase Decrease
                                    -------------------
Anticipated change in:
   Mortgage servicing rights         $ 3,845 $(15,955)
   Hedging instruments                (8,424)  20,347
-------------------------------------------------------
   Net                               $(4,579)$   4,392
-------------------------------------------------------

     The  simulations   used  to  manage  market  risk  are  based  on  numerous
assumptions  regarding the effect of changes in interest rates on the timing and
extent of repricing  characteristics,  future cash flows and customer  behavior.
These  assumptions are inherently  uncertain and, as a result,  the model cannot
precisely estimate net interest revenue,  net income or economic value of equity
or  precisely  predict  the  impact  of higher  or lower  interest  rates on net
interest  revenue,  net income or economic value of equity.  Actual results will
differ from simulated results due to timing, magnitude and frequency of interest
rate changes and changes in market conditions and management  strategies,  among
other factors.
     BOK  Financial  uses  interest  rate  swaps,  a form of  off-balance  sheet
derivative  product,  in managing its interest rate sensitivity.  These products
are  generally  used to more closely  match  interest paid on certain fixed rate
loans,  long-term  certificates  of deposit and  subordinated  debt with earning
assets.  During 2000,  income from these swaps exceeded the cost of the swaps by
$2.2   million.   Credit  risk  from  these  swaps  is  closely   monitored  and
counterparties  to these  contracts  are  selected on the basis of their  credit
worthiness,   among  other  factors.   Derivative  products  are  not  used  for
speculative purposes.  See Note 13 to the Consolidated  Financial Statements for
additional  information.  During 2000, management terminated interest rate swaps
with a notional amount of $270 million at a gain of $3.2 million.  This gain was
deferred and will be amortized over the lives of the hedged assets.

TRADING ACTIVITIES

     BOK  Financial   enters  into  trading   account   activities  both  as  an
intermediary  for customers  and for its own account.  As an  intermediary,  BOK
Financial  will  take  positions  in   securities,   generally   mortgage-backed
securities,  government agency securities, and municipal bonds. These securities
are purchased for resale to customers, which include individuals,  corporations,
foundations,  and financial  institutions.  BOK Financial will also take trading
positions in U.S. Treasury  securities,  mortgage-backed  securities,  municipal
securities,  and  financial  futures for its own account  either  through BOk or
BOSC,  Inc. These  positions are taken with the objective of generating  trading
profits. Both of these activities involve interest rate risk.
     A variety of methods are used to manage the  interest  rate risk of trading
activities.  These  methods  include  daily  marking of all  positions to market
value,  independent  verification of inventory pricing,  and position limits for
each trading activity.  Hedges in either the futures or cash markets may be used
to reduce the risk  associated with some trading  programs.  The Risk Management
Department  monitors trading activity daily and reports to senior management and
the Risk Oversight and Audit  Committee of the BOK Financial  Board of Directors
any exceptions to trading position limits and risk management policy exceptions.
     BOK  Financial  uses a Value at Risk  ("VAR")  methodology  to measure  the
market risk inherent in its trading  activities.  VAR is  calculated  based upon
historical  simulations  over the past five years.  It  represents  an amount of
market  loss that is likely to be  exceeded  only one out of every 100  two-week
periods.  Trading positions are managed within guidelines  approved by the Board
of Directors.  These guidelines limit the nominal aggregate trading positions to
$360  million,  the VAR to $6.5  million.  At  December  31,  2000,  the nominal
aggregate  trading  positions was  $7.5 million,  the VAR was $45 thousand.  The
greatest value at risk during 2000 was $482 thousand.


NEW ACCOUNTING STANDARDS

     During 1998, the Financial Accounting Standards Board adopted Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133"),
subsequently  amended by Statements  No. 137 and 138. BOK Financial  adopted FAS
133  effective  January 1,  2001.  FAS  133  requires  the  recognition  of  all
derivatives on the balance sheet at fair value.  Derivatives that do not qualify
for special hedge  accounting  treatment  must be adjusted to fair value through
income. See Note 1 for additional information.
     BOK Financial recorded a one-time after-tax transition adjustment that will
increase  income in the first quarter of 2001 by less than $500 thousand for the
adoption of FAS 133. The ongoing  effect of FAS 133 may  significantly  increase
earnings volatility in future periods.
     In 1999,  the  Financial  Accounting  Standards  Board  issued  a  proposed
statement of  financial  accounting  standards  for  business  combinations  and
intangible assets. This standard would eliminate the pooling of interests method
of accounting for business  combinations.  All business  combinations  initiated
after the issuance date of this statement would be accounted for by the purchase
method.
     In 2001, the Financial Accounting Standards Board issued a limited revision
to this proposed standard that addresses accounting for goodwill.  This revision
would eliminate the requirement to amortize  goodwill over an arbitrary  period.
Goodwill  would be carried as an asset and would be tested for impairment at the
reporting unit level when certain circumstances indicate that the goodwill might
be impaired.  Other  identifiable  intangible assets that have finite lives will
continue to be amortized.
     The pro forma  effect of this  proposed  standard  on  previously  reported
earnings are (dollars in thousands, except per share data):

                            Years ended December 31,
                       ------------------------------------
                         2000        1999        1998
                     --------------------------------------
Net income              $105,632     $94,849      $84,942
Diluted earnings per
  share                     1.90        1.70         1.52
Return on average
  equity                   17.37%      17.49%       17.48%
Return on average
  assets                   1.22        1.25         1.43

FORWARD-LOOKING STATEMENTS

     This Annual Report  contains  forward-looking  statements that are based on
management's  beliefs,   assumptions,   current  expectations,   estimates,  and
projections  about BOK  Financial,  the  financial  services  industry,  and the
economy  in  general.  Words  such as  "anticipates,"  "believes,"  "estimates,"
"expects,"  "forecasts,"  "plans,"  "projects,"  variations  of such words,  and
similar  expressions are intended to identify such  forward-looking  statements.
Management  judgments  relating to, and  discussion of the provision and reserve
for loan  losses  involve  judgments  as to  future  events  and are  inherently
forward-looking  statements.  Assessments that BOK Financial's  acquisitions and
other growth endeavors will be profitable are necessary  statements of belief as
to the outcome of future events, based in part on information provided by others
which BOK Financial has not  independently  verified.  These  statements are not
guarantees of future performance and involve certain risks,  uncertainties,  and
assumptions  which are  difficult  to predict  with  regard to  timing,  extent,
likelihood and degree of occurrence.  Therefore, actual results and outcomes may
materially  differ  from  what  is  expressed,  implied  or  forecasted  in such
forward-looking statements.  Internal and external factors that might cause such
a difference  include,  but are not limited to, (1) the ability to fully realize
expected  cost  savings from mergers  within the expected  time frames,  (2) the
ability of other  companies on which BOK  Financial  relies to provide goods and
services in a timely and  accurate  manner,  (3)  changes in interest  rates and
interest  rate  relationships,  (4) demand for  products and  services,  (5) the
degree of competition by traditional and nontraditional competitors, (6) changes
in banking  regulations,  tax laws,  prices,  levies,  and assessments,  (7) the
impact of technological advances, and (8) trends in customer behavior as well as
their  ability to repay loans.  BOK Financial  and its  affiliates  undertake no
obligation to update, amend, or clarify forward-looking statements, whether as a
result of new information, future events, or otherwise.


REPORT OF MANAGEMENT ON FINANCIAL STATEMENTS

     Management is responsible for the consolidated  financial  statements which
have been prepared in accordance with accounting  principles  generally accepted
in the United  States.  In  management's  opinion,  the  consolidated  financial
statements  present fairly the financial  conditions,  results of operations and
cash  flows of BOK  Financial  and its  subsidiaries  at the  dates  and for the
periods indicated.
     BOK Financial and its subsidiaries maintain a system of internal accounting
controls designed to provide reasonable assurance that transactions are executed
in  accordance  with  management's  general or specific  authorization,  and are
recorded  as  necessary  to  maintain  accountability  for  assets and to permit
preparation of financial  statements in accordance  with  accounting  principles
generally  accepted in the United States.  This system includes written policies
and  procedures,  a corporate  code of conduct,  an internal  audit  program and
standards for the hiring and training of qualified personnel.
     The Board of  Directors of BOK  Financial  maintains a Risk  Oversight  and
Audit  Committee  consisting of outside  directors that meet  periodically  with
management and BOK Financial's internal and independent auditors.  The Committee
considers  the audit and nonaudit  services to be  performed by the  independent
auditors,  makes  arrangements  for the  internal  and  independent  audits  and
recommends BOK Financial's selection of independent auditors. The Committee also
reviews  the results of the  internal  and  independent  audits,  considers  and
approves  certain of BOK Financial's  accounting  principles and practices,  and
reviews various shareholder reports and other reports and filings.
     Ernst & Young LLP, certified public accountants, have been engaged to audit
the  consolidated  financial  statements of BOK Financial and its  subsidiaries.
Their  audit is  conducted  in  accordance  with  auditing  standards  generally
accepted in the United States and their report on BOK  Financial's  consolidated
financial statements is set forth below.

REPORT OF INDEPENDENT AUDITORS

     We  have  audited  the  accompanying  consolidated  balance  sheets  of BOK
Financial  Corporation  as of  December  31,  2000  and  1999,  and the  related
consolidated  statements of earnings,  changes in shareholders' equity, and cash
flows for each of the three years in the period ended  December 31, 2000.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.
     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
BOK Financial  Corporation at December 31, 2000 and 1999,  and the  consolidated
results of its  operations and its cash flows for each of the three years in the
period  ended  December 31,  2000,  in  conformity  with  accounting  principles
generally accepted in the United States.


                                                  Ernst & Young LLP
                                                  Tulsa, Oklahoma
                                                  January 23, 2001

<PAGE>

                                                    BOK FINANCIAL CORPORATION

<TABLE>
CONSOLIDATED STATEMENTS OF EARNINGS
(In Thousands Except Per Share Data)
                                                            2000        1999        1998(1)
                                                       ----------------------------------------
Interest Revenue
<S>                                                       <C>         <C>          <C>
Loans                                                     $454,077    $336,630     $267,458
Taxable securities                                         167,493     144,901      115,733
Tax-exempt securities                                       12,782      14,233       16,274
-----------------------------------------------------------------------------------------------
    Total securities                                       180,275     159,134      132,007
-----------------------------------------------------------------------------------------------
Trading securities                                           1,416       2,291        1,046
Funds sold and resell agreements                             2,962       2,219        2,321
-----------------------------------------------------------------------------------------------
    Total interest revenue                                 638,730     500,274      402,832
-----------------------------------------------------------------------------------------------
Interest Expense
Deposits                                                   208,249     150,621      138,004
Borrowed funds                                             151,157     104,195       64,709
Subordinated debenture                                      10,437       9,334        9,693
-----------------------------------------------------------------------------------------------
    Total interest expense                                 369,843     264,150      212,406
-----------------------------------------------------------------------------------------------
Net Interest Revenue                                       268,887     236,124      190,426
Provision for Loan Losses                                   17,204      10,365       14,591
-----------------------------------------------------------------------------------------------
Net Interest Revenue After Provision for Loan Losses       251,683     225,759      175,835
-----------------------------------------------------------------------------------------------
Other Operating Revenue
Brokerage and trading revenue                               16,074      16,233       15,301
Transaction card revenue                                    38,753      32,648       24,426
Trust fees and commissions                                  39,316      35,127       29,956
Service charges and fees on deposit accounts                42,932      41,067       33,920
Mortgage banking revenue                                    37,179      36,986       41,733
Leasing revenue                                              4,244       3,725        7,111
Other revenue                                               17,965      17,589       11,688
-----------------------------------------------------------------------------------------------
    Total fees and commissions                             196,463     183,375      164,135
-----------------------------------------------------------------------------------------------
Gain on student loan sales                                     529         600        1,548
Gain on loan securitization                                      -         270            -
Gain (loss) on sale of other assets                           (148)      4,626            -
Gain (loss) on securities                                    2,059        (419)       9,337
-----------------------------------------------------------------------------------------------
    Total other operating revenue                          198,903     188,452      175,020
-----------------------------------------------------------------------------------------------
Other Operating Expense
Personnel expense                                          146,215     136,010      109,437
Business promotion                                           8,395       9,077        8,220
Contribution of stock to BOk Charitable Foundation               -           -        2,257
Professional fees and services                               9,618       9,584        9,781
Net occupancy, equipment and data processing expense        65,718      58,024       43,519
FDIC and other insurance                                     1,569       1,356        1,368
Printing, postage and supplies                              11,260      11,599        9,524
Net gains and operating expenses on repossessed assets      (1,283)     (3,473)        (474)
Amortization on intangible assets                           15,478      15,823        9,515
Mortgage banking costs                                      22,274      23,932       25,949
Provision for impairment of mortgage servicing rights        2,900           -       (2,290)
Other expense                                               20,671      18,584       17,189
-----------------------------------------------------------------------------------------------
    Total other operating expense                          302,815     280,516      233,995
-----------------------------------------------------------------------------------------------
Income Before Taxes                                        147,771     133,695      116,860
Federal and state income tax                                47,631      44,469       37,249
-----------------------------------------------------------------------------------------------
Net Income                                                $100,140   $  89,226    $  79,611
-----------------------------------------------------------------------------------------------
Earnings Per Share:
    Basic:
       Net income                                            $2.01       $1.79        $1.59
-----------------------------------------------------------------------------------------------
    Diluted:
       Net income                                             1.80        1.60         1.42
-----------------------------------------------------------------------------------------------
Average Shares Used in Computation:
    Basic                                                   49,120      49,055       48,977
    Diluted                                                 55,589      55,852       55,883
-----------------------------------------------------------------------------------------------
1    Restated for pooling of interest in 1999.
</TABLE>

See accompanying notes to consolidated financial statements.



<TABLE>
CONSOLIDATED BALANCE SHEETS
(In Thousands Except Share Data)

                                                                                   December 31,
                                                                           ------------------------------
                                                                               2000            1999
                                                                           -------------- ---------------
Assets
<S>                                                                        <C>             <C>
Cash and due from banks                                                    $   701,424     $   397,895
Funds sold and resell agreements                                                49,305          28,960
Trading securities                                                              39,865          14,452
Securities:
   Available for sale                                                        2,105,619       2,219,488
   Available for sale securities pledged to creditors                          658,201         369,216
   Investment (fair value: 2000 - $233,867; 1999 - $211,624)                   233,371         213,180
----------------------------------------------------------------------------------------- ---------------
   Total securities                                                          2,997,191       2,801,884
----------------------------------------------------------------------------------------- ---------------
Loans                                                                        5,517,862       4,643,489
Less reserve for loan losses                                                    82,655          76,234
----------------------------------------------------------------------------------------- ---------------
   Net loans                                                                 5,435,207       4,567,255
----------------------------------------------------------------------------------------- ---------------
Premises and equipment, net                                                    132,066         119,239
Accrued revenue receivable                                                      74,981          67,640
Excess cost over fair value of net assets acquired and
  core deposit premiums (net of accumulated amortization:
  2000 - $80,770; 1999 - $65,292)                                              109,045         125,011
Mortgage servicing rights, net                                                 110,791         114,134
Real estate and other repossessed assets                                         3,851           3,478
Bankers' acceptances                                                             6,925           6,801
Other assets                                                                    87,683         127,248
----------------------------------------------------------------------------------------- ---------------
      Total assets                                                          $9,748,334      $8,373,997
----------------------------------------------------------------------------------------- ---------------
Liabilities and Shareholders' Equity
Noninterest-bearing demand deposits                                         $1,243,766      $1,020,996
Interest-bearing deposits:
  Transaction                                                                1,985,670       1,866,499
  Savings                                                                      143,381         155,839
  Time                                                                       2,673,188       2,219,850
----------------------------------------------------------------------------------------- ---------------
  Total deposits                                                             6,046,005       5,263,184
----------------------------------------------------------------------------------------- ---------------
Funds purchased and repurchase agreements                                    1,853,073       1,345,683
Other borrowings                                                               882,204         938,020
Subordinated debenture                                                         148,816         148,642
Accrued interest, taxes and expense                                             77,860          62,431
Bankers' acceptances                                                             6,925           6,801
Other liabilities                                                               29,875          52,072
----------------------------------------------------------------------------------------- ---------------
  Total liabilities                                                          9,044,758       7,816,833
----------------------------------------------------------------------------------------- ---------------
Shareholders' equity:
  Preferred stock                                                                   25              25
  Common stock ($.00006 par value; 2,500,000,000 shares authorized; issued:
      2000 - 49,706,055; 1999 - 49,382,262)                                          3               3
  Capital surplus                                                              278,882         274,980
  Retained earnings                                                            431,390         332,751
  Treasury stock (shares at cost: 2000 - 487,553; 1999 - 316,325)              (10,044)         (7,018)
  Accumulated other comprehensive income (loss)                                  3,320         (43,577)
----------------------------------------------------------------------------------------- ---------------
  Total shareholders' equity                                                   703,576         557,164
----------------------------------------------------------------------------------------- ---------------
      Total liabilities and shareholders' equity                            $9,748,334      $8,373,997
----------------------------------------------------------------------------------------- ---------------
</TABLE>

See accompanying notes to consolidated financial statements.


                                                    BOK FINANCIAL CORPORATION


CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In Thousands)
                                             Preferred Stock(3) Common Stock(3)
                                             ----------------------------------
                                               Shares  Amount    Shares Amount
                                             ----------------------------------
December 31, 1997                              250,000 $  23    47,002   $3
Comprehensive income:
   Net income                                        -     -         -    -
   Other comprehensive income, net of tax:
     Unrealized gain on securities available
       for sale                                      -     -         -   -
Total comprehensive income
Director retainer shares                             -     -        12    -
Issue preferred stock                                -     2         -    -
Treasury stock purchase                              -     -         -    -
Issuance of common stock to Thrift Plan              -     -         -    -
Exercise of stock options                            -     -       234    -
Tax benefit on exercise of stock options             -     -         -    -
Payments on stock options notes receivable           -     -         -    -
Common stock dividend                                -     -         -    -
Dividends paid in shares of common stock:
   Preferred stock                                   -     -        69    -
   Common stock                                      -     -       795    -
-------------------------------------------------------------------------------
December 31, 1998                              250,000    25    48,112    3
Comprehensive income:                                -     -         -    -
   Net income
   Other comprehensive loss, net of tax:
     Unrealized gain on securities available
      for sale                                       -     -         -    -
Total comprehensive income
Director retainer shares                             -     -         9    -
Treasury stock purchase                              -     -         -    -
Cancel treasury stock                                -     -      (725)   -
Issuance of common stock to Thrift Plan              -     -        17    -
Exercise of stock options                            -     -       480    -
Tax benefit on exercise of stock options             -     -         -    -
Common stock dividend                                -     -         -    -
Dividends paid in shares of common stock:
   Preferred stock                                   -     -        57    -
   Common stock                                      -     -     1,432    -
-------------------------------------------------------------------------------
December 31, 1999                              250,000    25    49,382    3
Comprehensive income:
   Net income                                        -     -         -    -
   Other comprehensive loss, net of tax:
     Unrealized gain on securities available
      for sale                                       -     -         -    -
Total comprehensive income
Director retainer shares                             -     -         4    -
Treasury stock purchase                              -     -         -    -
Exercise of stock options                            -     -       294    -
Tax benefit on exercise of stock options             -     -         -    -
Preferred stock dividend                             -     -         -    -
Dividends paid in shares of common stock:
   Preferred stock                                   -     -        26    -
-------------------------------------------------------------------------------
December 31, 2000                              250,000   $25    49,706   $3
-------------------------------------------------------------------------------

(1)                                                              December 31,
                                                      --------------------------
                                                         2000      1999     1998
                                                      --------------------------
Reclassification adjustment:
Unrealized gains (losses) on available for
  sale securities                                    $78,759  $(90,852) $10,117
Tax (expense) benefit on unrealized gains (losses)
  on available for sale securities                   (30,467)   34,697   (3,332)
Reclassification adjustment for (gains) losses
  realized and included in net income                 (2,059)      419   (9,337)
Reclassification adjustment for tax expense (benefit)
  on realized (gains) losses                             664      (138)   3,180
                                                     ---------------------------
Net unrealized gains on securities                   $46,897  $(55,874) $   628
                                                      --------------------------

2  Notes receivable from exercise of stock options.
3  Restated for pooling of interest in 1999.

See accompanying notes to consolidated financial statements.


CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (continued)
(In Thousands)

  Accumulated
     Other
 Comprehensive    Capital   Retained      Treasury Stock(3)   Notes
                                       ------------------
Income(Loss)(1,3) Surplus(3)Earnings(3) Shares    Amount Receivable(2,3)Total(3)
--------------------------------------------------------------------------------
   $ 11,669      $211,883  $232,620      881    $ (4,314)      $(4)    $451,880

          -             -    79,611        -           -         -       79,611

        628             -         -        -           -         -          628
                                                                       ---------
                                                                         80,239
                                                                       ---------
          -           292         -        -           -         -          292
          -             -         -        -           -         -            2
          -             -         -      386      (9,138)        -       (9,138)
          -            94         -      (56)      1,204         -        1,298
          -         2,923         -       55      (1,355)        -        1,568
          -         1,014         -        -           -         -        1,014
          -             -         -        -           -         4            4
          -             -    (2,344)       -           -         -       (2,344)

          -         1,500    (1,500)       -           -         -            -
          -        19,020   (30,022)    (517)     10,980         -          (22)
--------------------------------------------------------------------------------
     12,297       236,726   278,365      749      (2,623)        -      524,793
          -             -    89,226        -           -         -       89,226


    (55,874)            -         -        -           -         -      (55,874)
                                                                       ---------
                                                                         33,352
                                                                       ---------
          -           294         -        -           -         -          294
          -             -         -       74      (1,574)        -       (1,574)
          -        (2,062)        -     (725)      2,062         -            -
          -           406         -       (1)         36         -          442
          -         4,286         -      215      (4,823)        -         (537)
          -         3,138         -        -           -         -        3,138
          -             -    (2,734)                             -       (2,734)

          -         1,500    (1,500)                             -            -
          -        30,692   (30,606)       4         (96)        -          (10)
--------------------------------------------------------------------------------
    (43,577)      274,980   332,751      316      (7,018)        -      557,164

          -             -   100,140        -           -         -      100,140

     46,897             -         -        -           -         -       46,897
                                                                       ---------
                                                                        147,037
                                                                       ---------
          -            50         -      (13)        263         -          313
          -             -         -      151      (2,633)        -       (2,633)
          -         2,554         -       97      (1,868)        -          686
          -         1,010         -        -           -         -        1,010
          -                      (1)       -           -         -           (1)

          -           288    (1,500)     (63)      1,212         -            -
--------------------------------------------------------------------------------
   $  3,320      $278,882  $431,390      488    $(10,044)     $  -     $703,576
--------------------------------------------------------------------------------



                                                    BOK FINANCIAL CORPORATION

<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
                                                                        2000         1999         19981
                                                                   ------------ ------------ -------------
Cash Flows From Operating Activities:
<S>                                                                <C>          <C>          <C>
    Net income                                                     $   100,140  $     89,226 $     79,611
    Adjustments to reconcile net income to net cash
      provided by operating activities:
        Provisions for loan losses                                     17,204       10,365       14,591
        Provisions for mortgage servicing rights                        2,900            -       (2,290)
        Depreciation and amortization                                  54,444       41,088       39,962
         Tax benefit on exercise of stock options                       1,010        3,138        1,014
        Tax accrual reversal                                            3,000            -            -
        Net amortization of securities
           discounts and premiums                                      (4,975)       1,413          701
        Net gain on sale of assets                                    (11,694)     (15,039)     (23,209)
        Contribution of stock to BOk Charitable Foundation                  -            -        2,257
        Mortgage loans originated for resale                         (531,471)    (687,857)    (922,585)
        Proceeds from sale of mortgage loans held for resale          547,140      738,109      913,700
        (Increase) decrease in trading securities                     (25,132)      34,734      (36,139)
        (Increase) decrease in accrued revenue receivable              (7,341)          21      (11,999)
        (Increase) decrease in other assets                            73,177      (65,824)     (14,971)
        Increase (decrease) in accrued interest, taxes and expense    (18,393)      24,151       14,533
        Increase (decrease) in other liabilities                      (15,992)      29,806        3,139
------------------------------------------------------------------------------- ------------ -------------
Net cash provided by operating activities                             184,017      203,331       58,315
------------------------------------------------------------------------------- ------------ -------------
Cash Flows From Investing Activities:
    Proceeds from sales of investment securities                          175            -            -
    Proceeds from sales of available for sale securities            1,677,078    1,397,956    1,816,796
    Proceeds from maturities of investment securities                  41,764       59,684       33,163
    Proceeds from maturities of available for sale securities         445,384      634,527      511,690
    Purchases of investment securities                                (62,334)     (45,330)     (48,791)
    Purchases of available for sale securities                     (2,227,911)  (2,223,829)  (2,795,309)
    Loans originated or acquired net of principal collected          (937,424)  (1,045,516)    (684,389)
    Proceeds from sales of assets                                      69,201      190,673       60,505
    Purchases of assets                                               (98,822)     (93,755)     (45,028)
    Cash and cash equivalents of subsidiaries and branches
      acquired and sold, net                                              (14)      25,584      311,977
------------------------------------------------------------------------------- ------------ -------------
Net cash used by investing activities                              (1,092,903)  (1,100,006)    (839,386)
------------------------------------------------------------------------------- ------------ -------------
Cash Flows From Financing Activities:
    Net increase (decrease) in demand deposits, transaction
      deposits, and savings accounts                                  329,483      (20,535)     118,411
    Net increase in certificates of deposit                           453,338      321,702       68,730
    Net increase in other borrowings                                  451,574      554,433      675,128
    Repurchase of subordinated debt                                         -            -       (1,538)
    Issuance of preferred, common and treasury stock, net                 999          823        3,138
    Purchase of treasury stock                                         (2,633)      (1,574)      (9,138)
    Dividends paid                                                         (1)      (2,744)      (2,344)
    Payments on notes receivable                                            -            -            4
------------------------------------------------------------------------------- ------------ -------------
Net cash provided by financing activities                           1,232,760      852,105      852,391
------------------------------------------------------------------------------- ------------ -------------
Net increase (decrease) in cash and cash equivalents                  323,874      (44,570)      71,320
Cash and cash equivalents at beginning of period                      426,855      471,425      400,105
------------------------------------------------------------------------------- ------------ -------------
Cash and cash equivalents at end of period                         $  750,729   $   426,855  $   471,425
------------------------------------------------------------------------------- ------------ -------------

Cash paid for interest                                             $  361,645   $   265,548  $   182,143
------------------------------------------------------------------------------- ------------ -------------
Cash paid for taxes                                                    51,669       43,664       29,569
------------------------------------------------------------------------------- ------------ -------------
Net loans transferred to repossessed real estate                        2,226        1,857        2,945
------------------------------------------------------------------------------- ------------ -------------
Payment of dividends in common stock                                    1,500       32,192       31,500
------------------------------------------------------------------------------- ------------ -------------
1  Restated for pooling of interest in 1999.
</TABLE>

 See accompanying notes to consolidated financial statements.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

     The Consolidated  Financial  Statements of BOK Financial  Corporation ("BOK
Financial")  have  been  prepared  in  conformity  with  accounting   principles
generally  accepted in the United  States,  including  general  practices of the
banking industry.  The consolidated financial statements include the accounts of
BOK Financial and its subsidiaries,  principally Bank of Oklahoma,  N.A. and its
subsidiaries  ("BOk"),  Bank of Texas,  N.A.,  Bank of Arkansas,  N.A.,  Bank of
Albuquerque,   N.A.  and  BOSC,  Inc.  Certain  prior  year  amounts  have  been
reclassified to conform to current year classifications.

Nature of Operations

     BOK Financial, through its subsidiaries, provides a wide range of financial
services to commercial and industrial  customers,  other financial  institutions
and  consumers  throughout  Oklahoma,  Northwest  Arkansas,  North Texas and New
Mexico. These services include depository and cash management; lending and lease
financing; mortgage banking; securities brokerage, trading and underwriting; and
personal and corporate trust.

Use of Estimates

     Preparation of BOK Financial's  consolidated  financial statements requires
management to make estimates of future economic  activities,  including interest
rates,  loan  collectibility  and  prepayments  and  cash  flows  from  customer
accounts.  These  estimates are based upon current  conditions  and  information
available to  management.  Actual  results may differ  significantly  from these
estimates.

Acquisitions

     Assets and liabilities  acquired by purchase are recorded at fair values on
the acquisition dates.  Intangible assets are amortized using  straight-line and
accelerated methods over the estimated benefit periods. These periods range from
7 to 25 years for goodwill and 7 to 10 years for core deposit  intangibles.  The
net book values of intangible  assets are evaluated for impairment when economic
conditions  indicate an impairment may exist.  These conditions would include an
ongoing  performance  history and a forecast of anticipated  performance that is
significantly below management's expectations for acquired entities.  Impairment
would be determined by a comparison of the fair value of assets and  liabilities
of the  acquired  entity plus an estimate of current  market  premiums  paid for
similar entities. The Consolidated Statements of Earnings include the results of
purchases from the dates of acquisition.  The financial  statements of companies
acquired in pooling-of-interests transactions are combined with the Consolidated
Financial  Statements  of BOK  Financial  at  historical  cost as if the mergers
occurred at the beginning of the earliest period presented.

Cash Equivalents

     Due from  banks,  funds sold  (generally  federal  funds  sold for  one-day
periods) and resell  agreements  (which  generally mature within one to 30 days)
are considered cash equivalents.

Securities

     Securities  are  identified  as trading,  investment  (held to maturity) or
available for sale at the time of purchase  based upon the intent of management,
liquidity and capital  requirements,  regulatory  limitations and other relevant
factors.  Trading securities,  which are acquired for profit through resale, are
carried at market  value with  unrealized  gains and losses  included in current
period   earnings.   Investment   securities  are  carried  at  amortized  cost.
Amortization  is  computed  by  methods  which  approximate  level  yield and is
adjusted for changes in prepayment estimates.  Investment securities may be sold
or  transferred  to  trading or  available  for sale  classification  in certain
limited  circumstances  specified in generally accepted  accounting  principles.
Securities  identified  as  available  for  sale  are  carried  at  fair  value.
Unrealized  gains and losses are  recorded,  net of deferred  income  taxes,  as
accumulated other comprehensive income (loss) in shareholders' equity.  Realized
gains and losses on sales of securities are based upon the amortized cost of the
specific security sold. Available for sale securities are separately  identified
as pledged to  creditors  if the  creditor has the right to sell or repledge the
collateral.

<PAGE>

Loans

     Loans are  either  secured or  unsecured  based on the type of loan and the
financial  condition of the borrower.  Repayment is generally expected from cash
flow or proceeds from the sale of selected assets of the borrower. BOK Financial
is exposed to risk of loss on loans due to the  borrower's  difficulties,  which
may arise from any number of factors  including  problems  within the respective
industry or local economic  conditions.  Access to  collateral,  in the event of
borrower default,  is reasonably assured through adherence to applicable lending
laws and through sound lending standards and credit review procedures.

     Interest is accrued at the applicable interest rate on the principal amount
outstanding.  Loans are placed on  nonaccrual  status  when,  in the  opinion of
management,  full  collection of principal or interest is  uncertain,  generally
when the  collection  of  principal  or  interest  is 90 days or more  past due.
Interest previously accrued but not collected is charged against interest income
when the loan is placed on nonaccrual  status.  Payments on nonaccrual loans are
applied to principal or reported as interest  income,  according to management's
judgment as to the collectibility of principal.
     Loan  origination and commitment  fees, and direct loan  origination  costs
when significant,  are deferred and amortized as an adjustment to yield over the
life of the loan or over the commitment period, as applicable.
     Mortgage  loans held for sale are carried at the lower of aggregate cost or
market value,  including  estimated losses on unfunded  commitments and gains or
losses on related forward sales contracts.

Reserve for Loan Losses

     The adequacy of the reserve for loan losses is assessed by management based
upon an ongoing quarterly  evaluation of the probable  estimated losses inherent
in the portfolio,  and includes  probable losses on both  outstanding  loans and
unused  commitments  to provide  financing.  A consistent  methodology  has been
developed that includes reserves assigned to specific criticized loans,  general
reserves that are based upon a statistical  migration analysis for each category
of loans, and a nonspecific  allowance that is based upon an analysis of current
economic conditions,  loan concentrations,  portfolio growth, and other relevant
factors.  The reserve for loan losses  related to loans that are  identified for
evaluation in accordance  with Statement of Financial  Accounting  Standards No.
114, "Accounting by Creditors for Impairment of a Loan" ("FAS 114"), is based on
discounted  cash flows using the loan's initial  effective  interest rate or the
fair value of the collateral for certain  collateral  dependent loans. Loans are
considered  to be impaired when it becomes  probable that BOK Financial  will be
unable to collect all amounts due according to the contractual terms of the loan
agreement. This is substantially the same criteria used to determine when a loan
should be placed on nonaccrual status. This evaluation is inherently  subjective
as it requires  material  estimates  including  the amounts and timing of future
cash flows  expected to be received on impaired loans that may be susceptible to
significant change.
     In accordance with the provisions of FAS 114, management has excluded small
balance,  homogeneous loans from the impairment evaluation specified in FAS 114.
Such loans include 1-4 family  mortgage loans,  consumer  loans,  and commercial
loans with committed  amounts less than $1 million.  The adequacy of the reserve
for loan  losses  applicable  to these loans is  evaluated  in  accordance  with
generally  accepted  accounting  principles  and  standards  established  by the
banking regulatory authorities and adopted as policy by BOK Financial.
     A  provision  for loan  losses  is  charged  against  earnings  in  amounts
necessary to maintain an adequate reserve for loan losses. Loans are charged off
when the loan balance or a portion of the loan  balance is no longer  covered by
the paying  capacity of the borrower  based on an evaluation  of available  cash
resources and collateral  value.  Loans are evaluated  quarterly and charge offs
are taken in the  quarter  in which the loss is  identified.  Additionally,  all
unsecured  or  under-secured  loans  which  are past due by 180 days or more are
charged off within 30 days. Recoveries of loans previously charged off are added
to the reserve.

Asset Securitization

     BOK Financial  periodically  securitizes  and sells pools of assets.  These
transactions  are  designed  to comply with the  requirements  of  Statement  of
Financial  Accounting Standard No. 125,  "Accounting for Transfers and Servicing
of  Financial  Assets  and  Extinguishments  of  Liabilities,"  ("FAS 125")  for
treatment as a sale. As part of these sales,  BOK Financial may retain the right
to service the assets and a residual  interest in excess cash flows generated by
the  assets.  The  fair  value of  these  retained  assets  is  determined  by a
discounting  of expected  future net cash to be received  using  assumed  market
interest  rates for these  instruments.  Residual  interests are carried at fair
value.  Changes in fair  values are  recorded  in income.  Servicing  rights are
carried at the lower of amortized cost or fair value.  A valuation  allowance is
provided when amortized cost of servicing rights exceeds fair value.

<PAGE>

Real Estate and Other Repossessed Assets

     Real estate and other repossessed  assets are assets acquired in partial or
total  forgiveness of debt. These assets are carried at the lower of cost, which
is determined by fair value at date of  foreclosure,  or current fair value less
estimated  selling  costs.  Income  generated by these assets is  recognized  as
received, and operating expenses are recognized as incurred.

Premises and Equipment

     Premises and equipment are carried at cost including  capitalized interest,
when appropriate,  less accumulated depreciation and amortization.  Depreciation
and amortization are computed on a straight-line basis over the estimated useful
lives of the assets  or, for  leasehold  improvements,  over the  shorter of the
estimated  useful lives or remaining lease terms.  Repair and maintenance  costs
are charged to expense as incurred.

Mortgage Servicing Rights

     Capitalized mortgage servicing rights are carried at the lower of amortized
cost, adjusted for the effect of hedging activities, or fair value. Amortization
is determined in proportion to the projected cash flows over the estimated lives
of the  servicing  portfolios.  The  actual  cash flows are  dependent  upon the
prepayment  of  the  mortgage  loans  and  may  differ  significantly  from  the
estimates.
     Fair  value is  determined  by  discounting  the  estimated  cash  flows of
servicing revenue,  less projected servicing costs, using  risk-adjusted  rates,
which is the assumed market rate for these instruments.  Prepayment  assumptions
are based on industry  consensus  provided  by  independent  reporting  sources.
Changes in current interest rates may significantly  affect these assumptions by
changing loan refinancing activity. Amortized cost and fair value are stratified
by interest  rate and loan type. A valuation  allowance is provided when the net
amortized cost of each strata exceeds the calculated fair value.
     Originated  mortgage  servicing  rights are recognized when either mortgage
loans are  originated  pursuant to an existing plan for sale or, if no such plan
exists, when the mortgage loans are sold.  Substantially all fixed rate mortgage
loans originated by BOK Financial are sold under existing commitments.  The fair
value of the  originated  servicing  rights is  determined at closing based upon
current market rates.

Hedging of Mortgage Servicing Rights

     During 1998 through the first quarter of 2000,  BOK Financial  entered into
futures contracts and call and put options on futures contracts to hedge against
the  risk  of  loss  on  mortgage  servicing  rights  due  to  accelerated  loan
prepayments  during periods of falling  interest rates.  Contracts on underlying
securities  which  were  expected  to have a similar  duration  to the  mortgage
servicing  portfolio,  such as ten-year U.S. Treasury notes, were used for these
hedges.  The  combination  of contracts  selected was expected to achieve a high
degree  of  correlation  between  changes  in the  fair  value  of the  mortgage
servicing  rights  and  changes  in the  market  value of the  contracts.  These
contracts  were  designated  as hedges on the trade date.  Both  unrealized  and
realized  gains and  losses on  futures  contracts  and  option  contracts  were
deferred as part of the capitalized  mortgage  servicing rights.  These deferred
gains and losses are  amortized  over the estimated  life of the loan  servicing
portfolio.  This  derivatives-based  hedging  program was replaced in 2000.  BOK
Financial  currently  hedges  its  portfolio  of  mortgage  servicing  rights by
acquiring  mortgage-backed and principal only securities whenever the prepayment
risk exceeds certain levels.  The fair value of these  securities is expected to
vary  inversely to the value of the mortgage  servicing  rights.  Management may
sell these securities and recognize gains when necessary to offset losses on the
mortgage servicing rights.

Interest Rate Swaps and Forward Commitments

     Interest  rate swaps and  forward  sales  contracts  are used as part of an
interest rate risk management  strategy.  Interest rate swaps are used primarily
to modify  the  interest  expense of certain  long-term,  fixed rate  assets and
liabilities.  Amounts  payable  to or  receivable  from the  counterparties  are
reported in interest expense using the accrual method.  Gains or losses realized
from the early  termination  of interest  rate swaps are deferred and  amortized
over the remaining  life of the hedged asset or  liability.  In the event of the
early redemption of hedged obligations,  any realized or unrealized gain or loss
from the swaps is recognized in income coincident with the redemption.  The fair
value of the swap  agreements  and  changes  in the fair value due to changes in
market interest rates are not recognized in the financial statements.
     Forward sales contracts are used to hedge existing and anticipated loans in
conjunction  with  mortgage  banking   activities.   The  fair  value  of  these
instruments is included in determining  the adjustment of the loan held for sale
portfolio  to the lower of cost or market.  Gains or losses on closed  contracts
are recognized when the underlying assets are disposed.  The cost of terminating
these contracts prior to their expiration dates is expensed when incurred.
<PAGE>

Federal and State Income Taxes

     BOK Financial utilizes the liability method in accounting for income taxes.
Under this method, deferred tax assets and liabilities are determined based upon
the difference  between the values of the assets and liabilities as reflected in
the  financial  statement and their related tax basis using enacted tax rates in
effect for the year in which the  differences  are  expected to be  recovered or
settled.  As changes in tax law or rates are  enacted,  deferred  tax assets and
liabilities are adjusted through the provision for income taxes.
     BOK Financial  and its  subsidiaries  file  consolidated  tax returns.  The
subsidiaries  provide for income taxes on a separate return basis,  and remit to
BOK Financial amounts determined to be currently payable.


Employee Benefit Plans

     BOK Financial  sponsors various plans,  including a defined benefit pension
plan ("Pension  Plan"),  qualified  profit sharing plans ("Thrift  Plans"),  and
employee  healthcare plans.  Employer  contributions to the Thrift Plans,  which
match employee  contributions subject to percentage and years of service limits,
are expensed when incurred.  Pension Plan costs,  which are based upon actuarial
computations of current costs, are expensed annually. Unrecognized prior service
cost and net gains or losses are  amortized  on a  straight-line  basis over the
estimated  remaining  lives of the  participants.  BOK Financial  recognizes the
expense of health care benefits on the accrual method. Employer contributions to
the Pension Plan and various  health care plans are in  accordance  with Federal
income tax regulations.

Executive Benefit Plans

     BOK Financial has elected to follow Accounting Principles Board Opinion No.
25,  "Accounting  for  Stock  Issued  to  Employees,"  ("APB  25")  and  related
interpretations  in accounting  for its employee  stock  options.  Under APB 25,
because the exercise  price of employee stock options equals the market price of
the underlying  stock options on the date of grant, no  compensation  expense is
recorded. BOK Financial has adopted the disclosure-only  provisions of Statement
of  Financial   Accounting   Standards  No.  123,  "Accounting  for  Stock-Based
Compensation," ("FAS 123"), included in Note 11.

Fiduciary Services

     Fees and commissions on approximately  $18 billion of assets managed by BOK
Financial  under various  fiduciary  arrangements  are recognized on the accrual
method.

Effect of Pending Statements of Financial Accounting Standards

     During 1998, the Financial Accounting Standards Board adopted Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133"),
subsequently  amended by Statements  No. 137 and 138. The effective date for FAS
133 was deferred until fiscal years beginning after June 15, 2000. BOK Financial
adopted FAS 133 effective  January 1, 2001. FAS 133 requires the  recognition of
all  derivatives  on the balance  sheet at fair value.  Derivatives  that do not
qualify for special hedge  accounting  treatment  must be adjusted to fair value
through income. If the derivative  qualifies for hedge accounting,  depending on
the nature of the  hedge,  changes  in the fair  value of the  derivatives  will
either  be  offset  against   changes  in  fair  value  of  the  hedged  assets,
liabilities,  or firm  commitments  through  earnings  or  recognized  in  other
comprehensive  income  until the hedged  item is  recognized  in  earnings.  The
ineffective  portion of a derivative's  change in fair value will be immediately
recognized in earnings.
     BOK Financial recorded a one-time after-tax transition adjustment that will
increase  income in the first quarter of 2001 by less than $500 thousand for the
adoption of FAS 133. The ongoing  effect of FAS 133 may  significantly  increase
earnings volatility in future periods.

<PAGE>

(2) ACQUISITIONS

     On May 14, 1999, BOK Financial paid $27 million to acquire all  outstanding
common  shares of Chaparral  Bancshares,  Inc. and its  subsidiaries,  including
Canyon Creek National Bank,  (collectively "Canyon Creek"). On June 2, 1999, BOK
Financial  paid $17  million  to acquire  all  outstanding  stock of  Mid-Cities
Bancshares, Inc. and its subsidiaries (collectively  "Mid-Cities").  On June 15,
1999, BOK Financial paid $32 million to acquire all  outstanding  stock of Swiss
Avenue State Bank ("Swiss").
     On December 4, 1998, BOK  Financial,  through Bank of  Albuquerque,  paid a
premium of $34 million to Bank of America to assume the  deposits and to acquire
the  premises  and  equipment  and certain  loans at 17  branches,  primarily in
Albuquerque, New Mexico.
     The  above  transactions  were  accounted  for by the  purchase  method  of
accounting.  Aggregate  allocation  of the  purchase  price  to the  net  assets
acquired in 1999 and 1998 were as follows (in thousands):

                                Aggregate Acquisitions
                               ------------------------
                                  1999          1998
                               ------------ -----------
Cash and cash equivalents        $103,215   $    9,029
Securities                        146,402            -
Loans                             147,697      144,209
Less reserve for loan losses        1,525            -
                               ------------ -----------
Loans, net                        146,172      144,209
Premises and equipment             16,066       11,205
Core deposit premium               12,521       13,495
Other assets                        5,574          233
                               ------------ -----------
Total assets acquired             429,950      178,171
Deposits:
   Noninterest bearing             51,835       47,361
   Interest bearing               302,457      418,490
                               ------------ -----------
Total deposits                    354,292      465,851
Borrowed funds                     28,426            -
Other liabilities                   2,234            9
                               ------------ -----------
Net assets acquired                44,998     (287,689)
Less purchase price                75,756     (267,189)
                               ------------ -----------
Goodwill                        $  30,758   $   20,500
                               ------------ -----------

     On June 30, 1999, BOK Financial  issued  2,371,809 common shares to acquire
First  Muskogee  Bancshares,  Inc. and its  subsidiary,  First National Bank and
Trust  Company  of  Muskogee  (collectively  "First  Muskogee")  in a pooling of
interests.  Financial statements of BOK Financial for 1998 have been restated to
reflect this merger.
     The following  unaudited  condensed  consolidated  pro forma  statements of
earnings  for BOK  Financial  presents  the  effects  on  income  had all of the
purchase acquisitions described above occurred at the beginning of 1998:

Condensed Consolidated Pro Forma Statements of Earnings
For the Years ended December 31, 1999 and 1998
(In Thousands)
(Unaudited)
                                        1999         1998
                                     ------------ -----------
Net interest revenue                  $240,796     $217,278
Provision for loan losses               10,397       17,551
------------------------------------ ------------ -----------
 Net interest revenue after
 provision for loan losses             230,399      199,727
Other operating revenue                189,111      182,901
Other operating expense                284,332      260,058
------------------------------------ ------------ -----------
Income before taxes                    135,178      122,570
Federal and state income tax            44,969       39,102
------------------------------------ ------------ -----------
Net income                           $  90,209    $  83,468
------------------------------------ ------------ -----------
Earnings per share:
 Basic net income                    $      1.81  $
                                                       1.67
 Diluted net income                       1.62         1.49
------------------------------------ ------------ -----------
 Average shares:
 Basic                                  49,055       48,977
 Diluted                                55,852       55,883
------------------------------------ ------------ -----------

     In 1999,  BOK Financial  acquired a mortgage bank office in the Kansas City
area for $1.3 million.  In 1998, BOK Financial completed the acquisitions of Leo
Oppenheim & Co., a public  finance firm,  and a branch  office in  Bartlesville,
Oklahoma  which  provided  net cash of $36 million and  deposits of $30 million.
These  acquisitions were not material to BOK Financial's  financial  position or
results of operations.
     On January  11,  2001,  BOK  Financial  paid $91  million  to acquire  CNBT
Bancshares,  Inc. and its subsidiary  Citizen National Bank of Texas in Houston,
Texas.  Total consolidated  assets and net assets of CNBT Bancshares,  Inc. were
$443  million  and  $36  million,   respectively,  at  December  31,  2000.  The
acquisition will be accounted for as a purchase.
<PAGE>

(3) SECURITIES

Investment Securities

     The amortized cost and fair values of investment  securities are as follows
(in thousands):
<TABLE>

                                                                  December 31,
                               --------------------------------------- ---------------------------------------
                                                  2000                                 1999
                               --------------------------------------- ---------------------------------------
                                Amortized   Fair     Gross Unrealized  Amortized    Fair     Gross Unrealized
                                   Cost     Value    Gain      Loss       Cost      Value     Gain       Loss
                               --------------------------------------- ---------------------------------------
<S>                              <C>       <C>       <C>     <C>         <C>      <C>        <C>     <C>
U.S. Treasury                    $      -  $      -  $    -  $     -     $    196 $    198   $   2   $     -
Municipal and other tax exempt    207,177   207,641   1,847   (1,383)     186,177  184,748     696    (2,125)
Mortgage-backed U.S. agency
   securities                      11,541    11,567      64      (38)      18,051   17,926      70      (195)
Other debt securities              14,653    14,659       6        -        8,756    8,752       1        (5)
                               --------------------------------------- ---------------------------------------
     Total                       $233,371  $233,867  $1,917  $(1,421)    $213,180 $211,624    $769   $(2,325)
                               --------------------------------------- --------------------------------------
</TABLE>

     The amortized cost and fair values of investment securities at December 31,
2000, by contractual  maturity,  are as shown in the following table (dollars in
thousands):
<TABLE>

                                                                                                     Weighted
                                 Less than      One to        Five to         Over                    Average
                                 One Year     Five Years     Ten Years     Ten Years     Total       Maturity(4)
                                ------------ -------------- ------------- ------------------------- -------------
Municipal and other tax exempt:
<S>                               <C>          <C>            <C>            <C>        <C>             <C>
  Amortized cost                  $41,070      $123,546       $40,310        $2,251     $207,177        3.10
  Fair value                       40,888       123,873        40,662         2,218      207,641
  Nominal yield (1)                  6.75%         7.37%         7.87%         9.18%        7.36%
Other debt securities:
  Amortized cost                  $ 9,531      $  4,922       $   125        $   75     $ 14,653        1.53
  Fair value                        9,532         4,923           128            76       14,659
  Nominal yield                      6.32%         6.85%         7.00%         7.00%        6.50%
                                ------------ -------------- ------------- ------------------------- -------------
Total fixed maturity securities:
  Amortized cost                  $50,601      $128,468       $40,435        $2,326     $221,830        3.00
  Fair value                       50,420       128,796        40,790         2,294      222,300
  Nominal yield                      6.67%         7.35%         7.87%         9.11%        7.31%
                                ------------ -------------- ------------- -------------
Mortgage-backed securities:
  Amortized cost                                                                       $  11,541         -2
  Fair value                                                                              11,567
  Nominal yield (3)                                                                            6.89%
                                                                                       ------------
Total investment securities:
  Amortized cost                                                                       $233,371
  Fair value                                                                            233,867
  Nominal yield                                                                             7.29%
                                                                                       ------------
<FN>
1    Calculated on a taxable equivalent basis using a 39% effective tax rate.
2    The average  expected lives of  mortgage-backed  securities  were 0.6 years
     based upon current prepayment assumptions.
3    The nominal yield on  mortgage-backed  securities is based upon  prepayment
     assumptions  at  the  purchase  date.   Actual  yields  earned  may  differ
     significantly based upon actual prepayments.
4    Expected   maturities  may  differ  from  contractual   maturities  because
     borrowers may have the right to call or prepay  obligations with or without
     penalty.
</FN>
</TABLE>

     During  2000,  BOK  Financial  sold  a  mortgage-backed  security  with  an
amortized cost of $175 thousand.  The acquisition cost of this security was $4.9
million.  Therefore,  this sale was  permitted  under the sales  deemed to be at
maturity  provisions  of Statement of Financial  Accounting  Standards  No. 115,
"Accounting for Certain Investments in Debt and Equity Securities."


<PAGE>

Available for Sale Securities

     The amortized  cost and fair value of available for sale  securities are as
follows (in thousands):
<TABLE>

                                                                        December 31,
                                ------------------------------------------------------------------------------------------
                                                    2000                                            1999
                                --------------------------------------------- --------------------------------------------
                                 Amortized      Fair     Gross  Unrealized      Amortized      Fair     Gross Unrealized
                                    Cost       Value      Gain      Loss          Cost        Value     Gain      Loss
                                ------------------------------------------------------------------------------------------
<S>                              <C>         <C>         <C>      <C>          <C>         <C>         <C>      <C>
U.S. Treasury                    $   85,656  $   85,564  $    71  $   (163)    $  112,902  $  111,860  $    10  $ (1,052)
Municipal and other tax exempt       14,492      14,552       90       (30)        13,086      13,094       75       (67)
Mortgage-backed securities:
    U. S. agencies                2,050,100   2,046,318    9,340   (13,122)     2,174,916   2,106,094      290   (69,112)
    Other                           478,065     486,170    8,183       (78)       202,229     200,558        1    (1,672)
--------------------------------------------------------------------------------------------------------------------------
Total mortgage-backed securities  2,528,165   2,532,488   17,523   (13,200)     2,377,145   2,306,652      291   (70,784)
----------------------------------------------------------------------------- --------------------------------------------
Other debt securities                   242         245        3         -            353         353        2        (2)
Equity securities and mutual
  funds                             129,823     130,971    2,884    (1,736)       156,476     156,745    1,104      (835)
--------------------------------------------------------------------------------------------------------------------------
     Total                       $2,758,378  $2,763,820  $20,571  $(15,129)    $2,659,962  $2,588,704   $1,482  $(72,740)
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

     The  amortized  cost and fair values of available  for sale  securities  at
December 31, 2000, by contractual maturity,  are as shown in the following table
(dollars in thousands):

<TABLE>
                                                                                                  Weighted
                                      Less than     One to       Five to      Over                 Average
                                       One Year   Five Years    Ten Years  Ten Years     Total    Maturity(5)
                                     ------------------------- ----------------------------------------------
U.S. Treasuries:
<S>                                    <C>          <C>            <C>         <C>     <C>           <C>
    Amortized cost                     $66,297      $19,359        $    -      $  -    $  85,656     0.56
    Fair value                          66,308       19,256             -         -       85,564
    Nominal yield                         5.93%        5.12%            -         -         5.74%
Municipal and other tax exempt:
    Amortized cost                     $ 8,511      $ 3,953        $2,028      $  -    $  14,492     2.02
    Fair value                           8,501        3,969         2,082         -       14,552
    Nominal yield(1)                      7.00%        7.21%         8.52%        -         7.27%
Other debt securities:
    Amortized cost                     $     1      $     -        $  129      $112    $     242     9.43
    Fair value                               1            -           130       114          245
    Nominal yield(1)                         -            -          8.42%     7.76%        8.01%
                                     ------------------------- ----------------------------------------------
Total fixed maturity securities:
    Amortized cost                     $74,809      $23,312        $2,157      $112    $ 100,390     0.82
    Fair value                          74,810       23,225         2,212       114      100,361
    Nominal yield                         6.05%        5.47%         8.51%     7.76%        5.97%
                                     ------------------------- -----------------------
Mortgage-backed securities:
    Amortized cost                                                                    $2,528,165       -(2)
    Fair value                                                                         2,532,488
    Nominal yield(4)                                                                          6.45%
                                                                                      ------------
Equity securities and mutual funds:
    Amortized cost                                                                    $  129,823       -(3)
    Fair value                                                                           130,971
    Nominal yield                                                                           5.32%
                                                                                      ------------
Total available-for-sale securities:
    Amortized cost                                                                    $2,758,378
    Fair value                                                                         2,763,820
    Nominal yield                                                                           6.38%
                                                                                      ------------
<FN>
1    Calculated on a taxable equivalent basis using a 39% effective tax rate.
2    The average  expected lives of  mortgage-backed  securities  were 2.9 years
     based upon current prepayment assumptions.
3    Primarily common stock and preferred stock of U.S. Government agencies with
     no stated maturity.
4    The nominal yield on  mortgage-backed  securities is based upon  prepayment
     assumptions  at  the  purchase  date.   Actual  yields  earned  may  differ
     significantly based upon actual prepayments.
5    Expected   maturities  may  differ  from  contractual   maturities  because
     borrowers may have the right to call or prepay  obligations with or without
     penalty.
</FN>
</TABLE>

<PAGE>

     Sales of  available  for sale  securities  resulted  in gains and losses as
follows (in thousands):

                               2000        1999       1998
                            ----------- ----------- ----------

Proceeds                    1,677,078  $1,397,956  $1,816,796
Gross realized gains            6,969       4,069      15,508
Gross realized losses           4,910       4,488       6,171
Related federal and state
 income tax expense               664        (138)      3,180
 (benefit)


     In  addition  to  securities  that have been  reclassified  as  pledged  to
creditors,  securities  with an  amortized  cost of $1.7 billion at December 31,
2000 and 1999 have been pledged as collateral for repurchase agreements,  public
and trust  funds on deposit  and for other  purposes  as  required  by law.  The
secured parties do not have the right to sell or repledge these securities.

(4) LOANS

     Significant components of the loan portfolio are as follows (in thousands):
<TABLE>
                                                                        December 31,
                               ---------------------------------------------------------------------------------------------
                                                     2000                                           1999
                               ------------------------------------------------ --------------------------------------------
                                  Fixed      Variable     Non-                     Fixed     Variable      Non-
                                   Rate        Rate      accrual     Total         Rate        Rate      accrual     Total
                               ------------------------------------------------ --------------------------------------------
<S>                            <C>          <C>          <C>      <C>           <C>         <C>           <C>     <C>
Commercial                     $  510,427   $2,700,460   $37,146  $3,248,033    $  489,545  $2,162,470    $12,686 $2,664,701
Commercial real estate            331,585      938,748       161   1,270,494       305,208     787,288      2,046  1,094,542
Residential mortgage              458,562      177,627     1,855     638,044       369,860     157,815      3,383    531,058
Residential mortgage - held        48,901            -         -      48,901        57,057           -          -     57,057
for sale
Consumer                          192,428      119,463       499     312,390       221,399      73,382      1,350    296,131
----------------------------------------------------------------------------------------------------------------------------
Total                          $1,541,903   $3,936,298   $39,661  $5,517,862    $1,443,069  $3,180,955    $19,465 $4,643,489
----------------------------------------------------------------------------------------------------------------------------
Foregone interest on nonaccrual loans                             $    3,803                                      $    2,321
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

     The  majority  of  the   commercial   and  consumer  loan   portfolios  and
approximately  58% of the residential  mortgage loan portfolio  (excluding loans
held for  sale)  are loans to  businesses  and  individuals  in  Oklahoma.  This
geographic  concentration  subjects the loan  portfolio to the general  economic
conditions within this area.
     Within  the  commercial  loan   classification,   loans  to  energy-related
businesses  total  $837 million,  or 15% of total loans.  Other notable segments
include   wholesale/   retail,   $499 million;   manufacturing,    $421 million;
agriculture,  $185 million,  which  includes  $147 million  loans to the  cattle
industry;   and  services,   $963 million,   which  include   nursing  homes  of
$124 million, hotels of $65 million and healthcare of $132 million.
     Approximately 41% of commercial real estate loans are secured by properties
located in Oklahoma, primarily in the Tulsa or Oklahoma City metropolitan areas.
An  additional  30% of  commercial  real  estate  loans are  secured by property
located in Texas.  The major  components  of these  properties  are  multifamily
residences,  $271 million;  construction  and  land  development,  $312 million;
retail facilities, $205 million; and office buildings, $240 million.
     Included in loans at December 31 are loans to executive officers, directors
or principal shareholders of BOK Financial,  as defined in Regulation S-X of the
Securities and Exchange  Commission.  Such loans have been made on substantially
the same terms as those  prevailing at the time for loans to other  customers in
comparable  transactions.  Information  relating to loans to executive officers,
directors or principal shareholders is summarized as follows (in thousands):

                                     2000         1999
                                  ------------ ------------
  Beginning balance                 $94,861      $63,098
     Advances                         4,040       46,820
     Payments                        (1,395)     (11,205)
     Adjustments                       (885)      (3,852)
  ------------------------------- ------------ ------------
  Ending balance                    $96,621      $94,861
  ------------------------------- ------------ ------------

     Adjustments are primarily due to certain individuals being included for the
first time or no longer being  included as an  executive  officer or director of
BOK Financial.
     The  activity in the reserve for loan losses is  summarized  as follows (in
thousands):

                                 2000      1999       1998
                             --------------------------------
  Beginning balance            $76,234   $65,922    $54,044
  Provision for loan losses     17,204    10,365     14,591
  Loans charged off            (14,801)   (7,348)    (7,596)
  Recoveries                     4,018     5,770      4,883
  Addition due to acquisitions       -     1,525          -
  -----------------------------------------------------------
  Ending balance               $82,655   $76,234    $65,922
  -----------------------------------------------------------

     Investments  in  loans  considered  to be  impaired  under  FAS 114 were as
follows (in thousands):
                                       December 31,
                             --------------------------------
                                 2000      1999       1998
                             --------------------------------
  Investment in loans
  impaired under FAS 114 (all
     of which were on a
     nonaccrual basis)         $37,822    $15,600   $11,320
  Loans with specific
  reserves for loss             19,789      9,084     2,689
  Specific reserve balance       7,991      2,468     1,437
  No specific related reserve
     for loss                   18,033      6,516     8,631
  Average recorded investment
     in impaired loans          27,750     15,300    13,810

     Interest income recognized on impaired loans during 2000, 1999 and 1998 was
not significant.

<PAGE>

     During 1999, BOK Financial sold  approximately  $100 million  of automobile
loans and  retained  the right to service  the loans and a residual  interest in
certain excess cash flows generated by the loans.  The proceeds of the sale were
provided by the  issuance of debt  certificates  that  totaled $96 million by an
independent  special purpose entity. A spread account is maintained by a trustee
to hold excess cash received.  Funds are released from the spread account to BOK
Financial as certain criteria are met. At December 31, 2000, the carrying values
of the servicing rights asset and residual  interest were $143 thousand and $5.2
million,  respectively.  The carrying  value of the residual  interest  would be
reduced to $5.0 million assuming a 250 basis point increase in the discount rate
and a 25% increase in the assumed default rate on the underlying loans.

     Significant  information  and  assumptions  used to determine  the value of
these assets were:
                                            December 31,
                                         2000          1999
                                    --------------- ------------
Current outstanding loan principal      $27,796        $56,661
Average interest rate on loans sold       11.26%         11.44%
Current outstanding debt certificates   $23,907        $52,605
Interest rate on debt certificates        6.07%          6.07%
Current spread account balance           $1,112         $4,587
Estimated remaining life including
   prepayments                        18 Months      30 Months
Discount rates:
   Servicing rights                       10.00%         10.00%
   Residual interest                      12.15%         12.00%
Delinquency rate                           1.81%          4.41%
Net charge-offs                           $ 854        $   656
Cash distributed to BOK Financial:
      Servicing fees                     $  419        $   723
      Return on residual interest        $5,741        $     -

(5) PREMISES AND EQUIPMENT

     Premises  and  equipment  at  December  31 are  summarized  as follows  (in
thousands):

                                          December 31,
                                   ------------------------
                                       2000         1999
                                   ----------- ------------

   Land                             $ 22,838    $ 22,474
   Buildings and improvements         82,646      65,646
   Software                           13,422      10,674
   Furniture and equipment            92,566      82,714
---------------------------------- ----------- ------------
   Subtotal                          211,472     181,508
---------------------------------- ----------- ------------
   Less accumulated depreciation      79,406      62,269
---------------------------------- ----------- ------------
   Total                            $132,066    $119,239
---------------------------------- ----------- ------------

     Depreciation  expense of  premises  was  $17.3 million,  $13.3  million and
$8.6 million for the years ended December 31, 2000, 1999 and
1998, respectively.

(6) MORTGAGE BANKING ACTIVITIES

     BOK  Financial  engages  in  mortgage-banking  activities  through  the BOk
Mortgage Division of BOk.  Residential  mortgage loans held for sale totaled $49
million and $57 million and outstanding  mortgage loan commitments  totaled $123
million at December 31,  2000 and 1999.  Mortgage loan commitments are generally
outstanding  for 60 to 90 days and are subject to both credit and interest  rate
risk.  Credit risk is managed  through  underwriting  policies  and  procedures,
including collateral requirements, which are generally accepted by the secondary
loan markets. Exposure to interest rate fluctuations is partially hedged through
the use of mortgage-backed  securities forward sales contracts.  These contracts
set the price for loans which will be  delivered  in the next 60 to 90 days.  At
December 31, 2000, forward sales contracts totaled  $57 million.  Mortgage loans
held for sale are  carried  at the  lower of  aggregate  cost or  market  value,
including  estimated  losses  on  unfunded  commitments  and  gains or losses on
forward sales contracts.
     At December 31, 2000, BOk owned the rights to service 93,299 mortgage loans
with  outstanding  principal  balances of $6.9 billion,  including  $167 million
serviced  for BOk,  and held  related  funds  for  investors  and  borrowers  of
$79 million. The weighted average interest rate and remaining term was 7.47% and
271 months, respectively. Mortgage loans sold with recourse totaled $3.4 million
at  December 31,  2000.  At December 31,  1999,  BOk owned the rights to service
mortgage loans with  outstanding  principal  balances of  $7.0 billion  and held
related funds for investors and borrowers of $94 million.
     The  portfolio of mortgage  servicing  rights  exposes BOk to interest rate
risk.  During  periods of falling  interest  rates,  mortgage  loan  prepayments
increase.  This reduces the value of the mortgage servicing rights.  During 1998
through the first quarter of 2000, BOk used a combination  of futures  contracts
and options related to 10-year U.S. Treasury  securities to hedge this risk. The
value  of these  derivative  instruments  moves  inversely  to the  value of the
mortgage  servicing  rights.  See Note 1 for  specific  accounting  policies for
mortgage servicing rights and the related hedges.

<PAGE>

     Activity in capitalized  mortgage  servicing  rights and related  valuation
allowance during 2000, 1999 and 1998 are as follows (in thousands):
<TABLE>
                                          Capitalized Mortgage Servicing Rights
                                          ----------------------------------Valuation     Hedging
                                           Purchased Originated    Total    Allowance  (Gain)/Loss     Net
                                          -------------------------------------------------------------------
<S>                                          <C>       <C>       <C>        <C>         <C>       <C>
Balance at December 31, 1997                 $78,961   $ 9,929   $  88,890  $(5,000)    $      -  $  83,890
  Additions                                    9,443    14,355      23,798        -            -      23,798
  Amortization expense                       (15,185)   (3,085)    (18,270)       -          739     (17,531)
  Provision for impairment                         -         -           -    2,290            -       2,290
  Impairment charge-off                       (2,710)        -      (2,710)   2,710            -           -
  Realized hedge gains                             -         -           -        -      (22,705)    (22,705)
  Unrealized hedge gains                           -         -           -        -         (518)       (518)
-------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998                  70,509    21,199      91,708        -      (22,484)     69,224
  Additions                                   16,509    11,073      27,582        -            -      27,582
  Amortization expense                       (12,106)   (3,457)    (15,563)       -          734     (14,829)
  Realized hedge losses                            -         -           -                28,293      28,293
  Unrealized hedge losses                          -         -           -                 3,864       3,864
-------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999                  74,912    28,815     103,727        -       10,407     114,134
  Additions                                    4,518     9,198      13,716        -            -      13,716
  Amortization expense                       (10,192)   (3,565)    (13,757)       -       (1,445)    (15,202)
  Provision for impairment                         -         -           -   (2,900)           -      (2,900)
  Realized hedge losses                            -         -           -        -        4,389       4,389
  Unrealized hedge gains                           -         -           -        -       (3,346)     (3,346)
-------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000                 $69,238   $34,448    $103,686  $(2,900)     $10,005    $110,791
-------------------------------------------------------------------------------------------------------------
Estimated fair value of mortgage servicing
rights at:
   December 31, 19981                        $66,663   $23,527   $  90,190                         $  90,190
   December 31, 19991                        $83,279   $37,547    $120,826                          $120,826
   December 31, 20001                        $74,400   $42,125    $116,525                          $116,525
-------------------------------------------------------------------------------------------------------------
<FN>
1    Excludes  approximately,  $9 million, $8 million and $7 million at December
     31, 1998, 1999 and 2000, respectively, of loan servicing rights on mortgage
     loans originated prior to the adoption of FAS 122.
</FN>
</TABLE>


     Fair value is  determined  by  discounting  the  projected  net cash flows.
Significant assumptions are:

     Discount rate - Risk adjusted rates by loan product,  ranging from 9.00% to
     20.00%.
     Prepayment rate - Industry  consensus annual  prepayment  estimates ranging
     from 6.78% to 122.34% from an independent  reporting source based upon loan
     interest rate,  original term and loan type.
     Loan servicing costs - $40 to $50 per loan based upon loan type.

     Stratification  of  the  mortgage  loan  servicing  portfolio,  outstanding
principal of loans serviced, and related hedging information by interest rate at
December 31, 2000 follows (in thousands):

<TABLE>
                                          Less than
                                             6.50%     6.50% - 7.49%   7.50% - 8.49%   => 8.50%      Total
                                         --------------------------------------------------------------------
<S>                                        <C>           <C>           <C>             <C>        <C>
Cost less accumulated amortization         $  9,622      $   58,027    $     33,299    $  2,738   $   103,686
Deferred hedge losses                             -           8,193           1,812           -        10,005
-------------------------------------------------------------------------------------------------------------
Adjusted cost                              $  9,622      $   66,220    $     35,111    $  2,738   $   113,691
-------------------------------------------------------------------------------------------------------------
Fair value                                 $ 11,002      $   67,701    $     33,702    $  4,120   $   116,525
-------------------------------------------------------------------------------------------------------------
Impairment(2)                              $    300      $        -   $       2,600    $      -   $     2,900
-------------------------------------------------------------------------------------------------------------
Outstanding principal of loans serviced(1) $606,400      $3,574,100      $2,007,000    $262,500    $6,450,000
-------------------------------------------------------------------------------------------------------------
<FN>
1    Excludes  outstanding  principal of $425 million for loans  serviced by BOk
     for which there are no capitalized mortgage servicing rights.
2    Impairment   is   determined  by  both  an  interest  rate  and  loan  type
     stratification.
</FN>
</TABLE>

(7) DEPOSITS

     Interest expense on deposits is summarized as follows (in thousands):

                             2000       1999        1998
                          -----------------------------------
Transaction deposits       $  55,019  $  46,510  $  37,148
Savings                        2,703      2,971      3,837
Time:
   Certificates of
     deposits under           56,570     41,418     43,789
     $100,000
   Certificates of
     deposits $100,000        81,721     49,166     42,110
     and over
   Other time deposits        12,236     10,556     11,120
-------------------------------------------------------------
     Total time              150,527    101,140     97,019
-------------------------------------------------------------
     Total                  $208,249   $150,621   $138,004
-------------------------------------------------------------
     The aggregate amounts of time deposits in denominations of $100,000 or more
at December 31, 2000 and 1999 were $1.4 billion and $1.2 billion, respectively.
     Time deposit  maturities  are as follows:  2001 -  $2 billion,  2002 - $446
million,  2003 - $95 million,  2004 - $84 million,  2005 - $2 million,  and $449
thousand thereafter.
     Interest  expense on time deposits  during 2000 and 1999 was reduced by net
income from interest rate swaps of $876 thousand and $79 thousand, respectively.
<PAGE>

(8) OTHER BORROWINGS

     Information  relating to other borrowings is summarized as follows (dollars
in thousands):
                                           Daily average   Rate at  Maximum out-
                           Period-End     ----------------  end of  standing at
                            Balance      Balance     Rate   year   any month-end
                           -----------------------------------------------------
2000:
  Funds purchased and
     repurchase agreements   $1,853,073   $1,444,830   6.33%   7.03%  $1,853,073
  Other                       1,031,020    1,038,647   6.75    5.61    1,153,444
------------------------------------------------------
     Total                   $2,884,093   $2,483,477   6.51    6.53    2,884,093
--------------------------------------------------------------------------------
1999:
  Funds purchased and
     repurchase agreements   $1,345,683   $1,146,918   5.12%   6.58%  $1,384,596
  Other                       1,086,662      960,606   5.71    5.91    1,086,662
------------------------------------------------------
     Total                   $2,432,345   $2,107,524   5.39    6.28    2,432,345
--------------------------------------------------------------------------------
1998:
  Funds purchased and
     repurchase agreements   $1,040,683  $   733,031   5.38%   4.98%  $1,040,683
  Other                         807,268      563,188   6.20    5.98      807,268
------------------------------------------------------
     Total                   $1,847,951   $1,296,219   5.74    5.41    1,847,951
--------------------------------------------------------------------------------

     Other  borrowings  at December 31, 2000 included  $759 million  in advances
from the  Federal  Home Loan Bank.  These  advances,  which are used for funding
purposes,  include  term funds of  $419 million  bearing  interest  from 5.81% -
7.80%. Of these term funds,  $312 million mature in 2001,  $24 million mature in
2002, $14 million mature in 2003,  $840 thousand mature in 2004, and $70 million
mature in 2005. In accordance  with policies of the Federal Home Loan Bank,  BOK
Financial  has  granted  a  blanket   pledge  of  eligible   assets   (generally
unencumbered U.S. Treasury and mortgage-backed  securities, 1-4 family loans and
multifamily loans) as collateral for these advances. The unused credit available
to BOK  Financial at December 31, 2000  pursuant to the Federal Home Loan Bank's
collateral policies is $309 million.
     BOK  Financial has a revolving,  unsecured  credit  agreement  from certain
banks at December 31, 2000 with available credit of $125 million that expires in
November 2002;  $95 million  was  outstanding at year-end.  Interest is based on
either LIBOR or a base rate,  plus a defined  margin which is  determined by the
amount of principal  outstanding and BOK Financial's debt rating.  The base rate
is defined as the  greater of either the daily  federal  funds rate or the prime
rate.  Interest  is paid  quarterly.  Facility  fees are paid  quarterly  on the
average daily undrawn commitment at a rate of 0.20% - 0.30% as determined by BOK
Financial's  current debt rating.  This credit  agreement also  includes,  among
other things,  certain restrictive covenants relative to additional  borrowings,
capital levels, maintenance of certain net worth ratios and dividends on capital
stock.
     BOK Financial filed a shelf registration  statement with the Securities and
Exchange  Commission  for the  issuance  of up to  $250 million  of senior  debt
securities  during the fourth  quarter of 1998.  These  securities  are  direct,
unsecured  obligations,  and are not  insured by the Federal  Deposit  Insurance
Corporation or guaranteed by any governmental agency. None of this debt has been
issued at December 31, 2000.
     BOk issued $150 million of subordinated  debentures in 1997 at a discounted
cost of 7.2%,  which had a balance at December 31, 2000 of $149 million and will
mature in 2007.  Interest expense on the  subordinated  debenture was reduced by
net income from interest rate swaps of $428 thousand during 2000.
     Funds purchased generally mature within one to 90 days from the transaction
date.  At December 31, 2000,  securities  sold under  agreements  to  repurchase
totaled  $984 million  with related accrued  interest  payable of  $4.1 million.
Additional information relating to repurchase agreements at December 31, 2000 is
as follows (dollars in thousands):

                               Carrying        Market    Repurchase     Average
Security Sold/Maturity           Value          Value    Liability1       Rate
--------------------------------------------------------------------------------
U.S. Agency Securities:
  Overnight                    $  487,775   $  488,193    $ 357,434       6.44%
  Term of up to 30 days            20,264       20,009          611       5.85
  Term of 30 to 90 days           658,079      658,201      629,576       6.62
--------------------------------------------------------------------
     Total Agency Securities   $1,166,118   $1,166,403     $987,621       6.56
--------------------------------------------------------------------

1    BOK Financial  maintains control over the securities  underlying  overnight
     repurchase  agreements  and  generally  transfers  control over  securities
     underlying  longer-term  dealer  repurchase  agreements  to the  respective
     counterparty.
<PAGE>

(9) FEDERAL AND STATE INCOME TAXES

     Deferred income taxes reflect the net tax effects of temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred tax assets and liabilities are as follows (in thousands):

                                           December 31,
                                       ----------------------
                                          2000       1999
                                       ----------------------
Deferred tax liabilities:
   Available for sale securities
     mark-to-market                     $  4,000  $     400
   Pension contributions in excess
     of book expense                       4,500      3,800
   Securities valuation adjustments        9,300      4,200
   Mortgage servicing                     20,400     14,800
   Other                                   5,300      3,400
-------------------------------------------------------------
     Total deferred tax liabilities       43,500     26,600
-------------------------------------------------------------
Deferred tax assets:
   Available for sale securities
     mark-to-market                        1,800     28,000
   Loan loss reserve                      31,600     28,800
   Valuation adjustments                   9,700     15,400
   Book expense in excess of tax           3,600      4,200
   Deferred book income                    6,500      3,000
   Other                                   8,400      4,300
-------------------------------------------------------------
     Total deferred tax assets            61,600     83,700
-------------------------------------------------------------
Deferred tax assets in
   excess of
  deferred tax liabilities               $18,100    $57,100
-------------------------------------------------------------

     The  reconciliations  of  income  attributable  to  continuing   operations
computed at the U.S.  federal  statutory  tax rates to income tax expense are as
follows (in thousands):

                                 Years ended December 31,
                              -------------------------------
                                 2000      1999      1998
                              -------------------------------
Amount:
   Federal statutory tax        $51,720  $46,793   $40,901
   Tax exempt revenue            (3,250)  (3,715)   (4,110)
   Effect of state income taxes,
     net of federal benefit       2,540    3,050     3,533
   Goodwill amortization          3,144    2,987     2,296
   Utilization of tax credits      (600)    (786)     (750)
   Reduction of tax accrual      (3,000)       -         -
   Income taxed at shareholder
     level                            -   (1,026)   (1,713)
   Other, net                    (2,923)  (2,834)   (2,908)
-------------------------------------------------------------
     Total                      $47,631  $44,469   $37,249
-------------------------------------------------------------

     The  Internal  Revenue  Service  closed its  examination  for 1994 and 1995
during 1998 and 1999,  respectively,  with no material  impact on the  financial
statements.  In addition, the Internal Revenue Service closed its examination of
1996  during  the first  quarter  of 2000.  As a result of the  outcome  of this
examination,  BOK  Financial  reduced  its  federal  income tax  expense by $3.0
million.
     At December 31, 2000, BOK Financial has a capital loss carryforward of $3.9
million  for  income tax  purposes  that  expires  in years  2004 and 2005.  The
carryforward  results from the hedging losses  incurred  related to the mortgage
servicing portfolio.  A valuation allowance has not been established since it is
more likely than not that this benefit will be realized.
     The significant  components of the provision for income taxes  attributable
to continuing operations for BOK Financial are shown below (in thousands):

                              Years ended December 31,
                         -----------------------------------
                             2000       1999       1998
                         -----------------------------------
Current:
   Federal                  $37,258     $40,860    $41,415
   State                      1,112       2,948      4,937
------------------------------------------------------------
   Total current             38,370      43,808     46,352
------------------------------------------------------------
Deferred:
   Federal                    7,833         559     (7,699)
   State                      1,428         102     (1,404)
------------------------------------------------------------
   Total deferred             9,261         661     (9,103)
------------------------------------------------------------
     Total income tax       $47,631     $44,469    $37,249
------------------------------------------------------------

                                  Years ended December 31,
                               -------------------------------
                                  2000      1999      1998
                               -------------------------------
Percent of pretax income:
   Federal statutory rate          35%       35%       35%
   Tax-exempt revenue              (2)       (3)       (4)
   Effect of state income taxes,
     net of federal benefit         2         3         3
   Goodwill amortization            2         2         2
   Utilization of tax credits      (1)       (1)       (1)
   Reduction of tax accrual        (2)        -         -
   Income taxed at shareholder
     level                          -        (1)       (1)
   Other, net                      (2)       (2)       (2)
--------------------------------------------------------------
     Total                         32%       33%       32%
--------------------------------------------------------------


(10) EMPLOYEE BENEFIT

     BOK Financial sponsors a defined benefit Pension Plan for all employees who
satisfy  certain age and service  requirements.  The  following  table  presents
information regarding this plan (dollars in thousands):

                                                          December 31,
                                                    --------------------------
                                                        2000        1999
                                                    --------------------------
Change in projected benefit obligation:
   Projected benefit obligation, at beginning of year$ 16,892     $ 15,622
   Service cost                                         3,245        2,908
   Interest cost                                        1,291        1,041
   Actuarial (gain) loss                                  326         (612)
   Benefits paid                                       (1,917)      (2,067)
------------------------------------------------------------------------------
Projected benefit obligation at end of year          $ 19,837     $ 16,892
------------------------------------------------------------------------------
Change in plan assets:
   Plan assets at fair value, at beginning of year   $ 25,403     $ 20,419
   Actual return on plan assets                        (1,063)       1,848
   Company contributions                                3,661        5,203
   Benefits paid                                       (1,917)      (2,067)
------------------------------------------------------------------------------
Plan assets at fair value at end of year             $ 26,084     $ 25,403
------------------------------------------------------------------------------
Reconciliation of prepaid (accrued) and total
   amount recognized:
     Benefit obligation                              $(19,837)    $(16,892)
     Fair value of assets                              26,084       25,403
------------------------------------------------------------------------------
     Funded status of the plan                          6,247        8,511
     Unrecognized net loss                              4,412          464
     Unrecognized prior service cost                      681          741
------------------------------------------------------------------------------
Prepaid pension costs                                $ 11,340   $    9,716
------------------------------------------------------------------------------
Components of net periodic benefit costs:
   Service cost                                      $  3,245   $    2,908
   Interest cost                                        1,291        1,041
   Expected return on plan assets                      (2,559)      (1,850)
   Amortization of unrecognized amounts:
     Net loss                                               -           81
     Prior service cost                                    60           60
------------------------------------------------------------------------------
Net periodic pension cost                            $  2,037   $    2,240
------------------------------------------------------------------------------
Weighted-average assumptions as of December 31:
   Discount rate                                          8.00%        8.00%
   Expected return on plan assets                        10.00%       10.00%
   Rate of compensation increase                          5.25%        5.25%

     Assets of the Pension Plan consist  primarily of shares in cash  management
funds,  common stock and bond funds, and guaranteed  investment  contract funds.
Benefits are based on the employee's age and length of service.
     Employee contributions to the Thrift Plans, defined contribution plans, are
matched  by BOK  Financial  up to 5% of base  compensation,  based upon years of
service.  Participants  may direct the investment of their accounts in a variety
of options,  including BOK Financial Common Stock.  Employer  contributions vest
over five years. Expenses incurred by BOK Financial for the Thrift Plans totaled
$2.3  million,   $2.4  million  and  $1.9  million  for  2000,  1999  and  1998,
respectively.
     BOK Financial  also  sponsors a defined  benefit  post-retirement  employee
medical  plan which pays 50 percent of annual  medical  insurance  premiums  for
retirees  who meet certain age and service  requirements.  Assets of the retiree
medical plan consist primarily of shares in a cash management fund.  Eligibility
for  the  post-retirement  plan is  limited  to  current  retirees  and  certain
employees currently age 60 or older.
     Under various performance incentive plans,  participating  employees may be
granted  awards  based on defined  formulas  or other  criteria.  Earnings  were
charged $22.2 million in 2000,  $19.3 million in 1999 and $14.9 million in 1998,
for such awards.


<PAGE>

(11) EXECUTIVE BENEFIT PLANS

     The Board of Directors of BOK Financial  has approved  various stock option
plans.  The number of options  awarded and the  employees to receive the options
are  determined  by the  Chairman  of the Board and the  President,  subject  to
approval of the Board of Directors or a committee thereof.
     Options  awarded  under these  plans are  subject to vesting  requirements.
Generally,  one-seventh  of the options  awarded vest  annually and expire three
years after vesting.
     The following table presents options outstanding during 1999 and 2000 under
these plans:
                                                Weighted-
                                                 Average
                                                Exercise
                                     Number       Price
                                   ----------------------
Options outstanding at
   December 31, 1997                2,706,701      11.45
Options awarded                       684,067      18.19
Options exercised                    (245,717)      8.94
Options forfeited                    (170,650)     12.02
Options expired                          (980)      8.98
---------------------------------------------------------
Options outstanding at
   December 31, 1998                2,973,421      13.87
Options awarded                       536,475      21.41
Options exercised                    (434,865)      9.37
Options forfeited                    (115,249)     15.20
Options expired                          (585)      9.27
---------------------------------------------------------
Options outstanding at
   December 31, 1999                2,959,197      15.68
Options awarded                       584,325      20.64
Options exercised                    (222,713)      9.16
Options forfeited                    (163,732)     16.72
Options expired                          (822)      8.06
---------------------------------------------------------
Options outstanding at
   December 31, 2000                3,156,255      16.81
---------------------------------------------------------
Options vested at
   December 31, 2000                1,082,680      13.77
---------------------------------------------------------

     The following table summarizes information concerning currently outstanding
and vested options:

           Options Outstanding              Options Vested
------------------------------------------ ------------------------
                            Weighted
                            Average     Weighted          Weighted
   Range of                 Remaining    Average          Average
   Exercise         Number  Contractual Exercise  Number  Exercise
    Prices      Outstanding Life(years)  Price    Vested   Price
-------------------------------------------------------------------

   $  6.10           75,510     1.42    $  6.10    75,510   $  6.10
   9.06 - 10.91     872,012     2.81       9.87   543,245      9.75
     18.19          545,578     3.85      18.19   223,245     18.19
  19.55 - 21.41   1,663,155     5.32      20.49   240,680     21.14

     Under APB 25 no  compensation  expense is  recognized  at the date of grant
since the exercise  price of BOK  Financial's  employee  stock option equals the
market price of the underlying stock on the date of grant.
     FASB Statement No. 123, "Accounting for Stock-Based Compensation," requires
disclosure of pro forma information  regarding net income and earnings per share
as if BOK Financial  accounted for employee stock options granted  subsequent to
December 31, 1994 under the fair value method of the Statement.
     The fair value of these  options was estimated at the date of grant using a
Black-Scholes   option   pricing  model  with  the  following   weighted-average
assumptions:

                                  2000      1999      1998
                                --------- --------- ---------
  Average risk-free interest
    rate                          5.99%     6.12%     4.71%
  Dividend yield                   None      None      None
  Volatility factors              .194      .192      .198
  Weighted-average
  expected life                 7 years   7 years   7 years

     The  weighted-average  fair value of options  granted during 2000, 1999 and
1998 was $6.09, $6.16 and $6.36, respectively.
     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating the fair value of traded  options which have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility.  Because BOK Financial's employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially  affect the fair value estimate,  in
management's  opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

     For  purposes of pro forma  disclosures,  the  estimated  fair value of the
options is amortized to expense over the options' vesting period.  The following
table  represents  the  required  pro  forma  disclosures  for  options  granted
subsequent to December 31, 1994 (in thousands, except per share data:

                               20001     19991     19981
                             -------------------------------
  Pro forma net income         $98,665   $87,736   $78,504
  Pro forma earnings per
  share:
      Basic                  $    1.98 $    1.76 $    1.58
      Diluted                     1.77      1.57      1.41

1    Because  Statement 123 is applicable only to options granted  subsequent to
     December 31, 1994, its pro forma effect will not be fully  reflected  until
     2003.



<PAGE>

(12) COMMITMENTS AND CONTINGENT LIABILITIES

     In the ordinary course of business,  BOK Financial and its subsidiaries are
subject to legal actions and  complaints.  Management  believes,  based upon the
opinion of counsel,  that the actions and liability or loss,  if any,  resulting
from  the  final  outcomes  of the  proceedings,  will  not be  material  in the
aggregate.
     BOk is obligated under a long-term  lease for its bank premises  located in
downtown Tulsa. The lease term, which began November 1, 1976, is for fifty-seven
years  with  options  to  terminate  at  the  end  of  the   thirty-seventh  and
forty-seventh years. Annual base rent is $3.3 million. BOk subleases portions of
its  space  for  annual  rents of  $193 thousand  in years  2001  through  2003,
$175 thousand for 2004 and $171 thousand in 2005. Net rent expense on this lease
was  $3.1 million in 2000, $2.8 million in 1999, and $2.7 million in 1998. Total
rent expense for BOK Financial was $10.5 million in 2000,  $10.2 million in 1999
and $9.0 million in 1998.
     At December 31, 2000,  the future  minimum lease payments for equipment and
premises under operating leases were as follows: $10 million in 2001, $9 million
in 2002,  $7 million in 2003, $6 million in 2004, $5 million in 2005 and a total
of $98 million thereafter.
     BOk and Williams  Companies,  Inc.  guaranteed  30 percent and  70 percent,
respectively, of the $14 million debt, which matures May 15, 2007, and operating
deficit of two parking facilities operated by the Tulsa Parking Authority. Total
expenditures related to this guarantee were $319 thousand in 2000, $273 thousand
in 1999 and $281 thousand in 1998.
     The Federal Reserve Bank requires member banks to maintain  certain minimum
average cash balances.  These balances were approximately  $231 million for 2000
and $165 million for 1999.

(13) FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

     BOK Financial is a party to financial  instruments  with  off-balance-sheet
risk in the  normal  course  of  business  to meet  the  financing  needs of its
customers and to manage interest rate risk. Those financial instruments involve,
to varying degrees,  elements of credit risk in excess of the amount  recognized
in BOK Financial's  Consolidated Balance Sheets.  Exposure to credit loss in the
event of  nonperformance  by the other  party to the  financial  instrument  for
commitments to extend credit and standby letters of credit is represented by the
notional amount of those instruments.
     Commitments  to extend credit are  agreements to lend to a customer as long
as  there  is no  violation  of  any  condition  established  in  the  contract.
Commitments  generally have fixed expiration dates or other termination  clauses
and may require payment of a fee. At December 31,  2000, outstanding commitments
totaled  $2.2  billion.  Since some of the  commitments  are  expected to expire
before  being  drawn  upon,  the total  commitment  amounts  do not  necessarily
represent future cash requirements.  BOK Financial uses the same credit policies
in making  commitments as it does loans. The amount of collateral  obtained,  if
deemed necessary, is based on management's credit evaluation of the borrower.
     Standby letters of credit are conditional  commitments  issued to guarantee
the  performance of a customer to a third party.  Since the credit risk involved
in issuing standby letters of credit is essentially the same as that involved in
extending  loan  commitments,  BOK  Financial  uses the same credit  policies in
evaluating the  creditworthiness  of the customer.  Additionally,  BOK Financial
uses the same evaluation  process in obtaining  collateral on standby letters of
credit  as it does for loan  commitments.  At  December  31,  2000,  outstanding
standby letters of credit totaled $167 million.
     Commercial  letters  of  credit  are  used  to  facilitate  customer  trade
transactions  with the drafts  being drawn when the  underlying  transaction  is
consummated.  At December 31,  2000,  outstanding  commercial  letters of credit
totaled $6 million.
     BOK Financial  uses interest rate swaps in managing its interest rate risk.
At December 31, 2000, the notional amount of BOK Financial's interest rate swaps
totaled $497 million with related credit exposure, represented by the fair value
of the  contracts,  of $8 million.  During 2000 and 1999,  income from the swaps
exceeded costs by $2.2 million and $1.4 million,  respectively,  which increased
net interest revenue.  Scheduled  repricing periods for the swaps are as follows
(notional value in thousands):

                   31-90     91-365      Over
                   days       days      1 year     Total
                --------------------------------------------
Pay floating    $(438,400)  $(28,000) $      -   $(466,400)
Receive fixed           -          -   466,400     466,400
Pay fixed               -     (4,114)  (26,500)    (30,614)
Receive floating   30,614          -         -      30,614
------------------------------------------------------------
Total           $(407,786)  $(32,114) $439,900   $       -
------------------------------------------------------------
     The  expiration  dates of the swap  contracts  are  designed  to match  the
estimated maturity dates of the underlying assets and liabilities and matures as
follows:  $4 million in 2001,  $204  million in 2002,  $52 million in 2003,  $60
million in 2004, $17 million in 2006, and $160 million in 2007.
     BOK Financial utilizes  securities forward sales contracts  associated with
its  mortgage  banking  activities  as described  in Note 6. BOK  Financial  has
commitments to purchase $85 million of "to be issued" mortgage-backed securities
in March 2001.


<PAGE>

(14) SHAREHOLDERS' EQUITY

Preferred Stock

     One billion  shares of  preferred  stock with a par value of  $0.00005  per
share are authorized. A single series of 250,000,000 shares designated as Series
A  Preferred  Stock  ("Series  A  Preferred  Stock")  is  currently  issued  and
outstanding.  The  Series A  Preferred  Stock  has no  voting  rights  except as
otherwise provided by Oklahoma corporate law and may be converted into one share
of Common Stock for each 41 shares of Series A Preferred  Stock at the option of
the holder.  Dividends  are  cumulative  at an annual rate of ten percent of the
$0.06 per share  liquidation  preference  value when declared and are payable in
cash.  Aggregate  liquidation  preference is $15 million.  During 2000, 1999 and
1998,  88,628  shares,  57,340 shares and 68,765  shares,  respectively,  of BOK
Financial  common  stock were  issued in payment  of  dividends  on the Series A
Preferred  Stock in lieu of cash by mutual  agreement of BOK  Financial  and the
holders of the Series A Preferred Stock.  Kaiser owns substantially all Series A
Preferred  Stock.  These  shares were valued at $1.5  million in 2000,  1999 and
1998,  based on average market price,  as defined,  for a 65 business day period
preceding declaration.
     Various  officers own 125 nonvoting  units in an entity owned by BOk. These
units are eligible  for an annual,  cumulative  distribution  of $8 per unit and
have a preferred value upon liquidation of $100 per unit.

Common Stock

     Common stock consists of 2.5 billion authorized shares, $0.00006 par value.
Holders of common  shares are  entitled to one vote per share at the election of
the Board of Directors and on any question arising at any shareholders'  meeting
and to receive dividends when and as declared.  No common stock dividends can be
paid unless all  accrued  dividends  on the Series A  Preferred  Stock have been
paid. The present policy of BOK Financial is to retain  earnings for capital and
future growth,  and management has no current plans to recommend payment of cash
dividends on common  stock.  Additionally,  regulations  restrict the ability of
national banks and bank holding  companies to pay dividends and BOK  Financial's
credit agreement restricts the payment of dividends by the holding company.
     During  1999 and 1998,  3%  dividends  payable  in shares of BOK  Financial
common  stock  were  declared  and  paid.  The  shares  issued  were  valued  at
$31 million and $30 million,  respectively, based on the average closing bid/ask
prices on the day preceding declaration. No dividends were paid in 2000.
     All share  and per  share  amounts  for  years  previous  to 1999 have been
retroactively  adjusted for a two-for-one  stock split effected in the form of a
stock  dividend  declared  January  26,  1999  for  stockholders  of  record  on
February 8, 1999.

Subsidiary Banks

     The amounts of dividends which BOK Financial's subsidiary banks can declare
and the  amounts  of loans the  subsidiary  banks can extend to  affiliates  are
limited by various federal and state banking regulations.  Generally,  dividends
declared during a calendar year are limited to net profits, as defined,  for the
year plus retained profits for the preceding two years. The amounts of dividends
are further  restricted by minimum  capital  requirements.  Pursuant to the most
restrictive of the regulations at December 31, 2000, BOK Financial's  subsidiary
banks  could  declare  dividends  up to  $92 million  without  prior  regulatory
approval.  The  subsidiary  banks  declared and paid  dividends of $8 million in
2000, $63 million in 1999 and $26 million in 1998.
     Loans  to a  single  affiliate  may  not  exceed  10.0%  and  loans  to all
affiliates may not exceed 20.0% of unimpaired  capital and surplus,  as defined.
Additionally, loans to affiliates must be fully secured. As of December 31, 2000
and 1999,  these  loans  totaled  $27  million  and  $35 million,  respectively,
including $9 million to consolidated entities in 1999. Total loan commitments to
affiliates at December 31, 2000 were $82 million.

Regulatory Capital

     BOK Financial and its banking  subsidiaries  are subject to various capital
requirements  administered  by the  federal  banking  agencies.  Failure to meet
minimum  capital  requirements  can  initiate  certain  mandatory,  and possibly
additional  discretionary,  actions  by  regulators  that  could have a material
effect  on  BOK  Financial's  operations.  These  capital  requirements  include
quantitative  measures of assets,  liabilities,  and certain  off-balance  sheet
items.  The capital  standards are also subject to qualitative  judgments by the
regulators about components, risk weightings and other factors.
     For a banking institution to qualify as well capitalized, its Tier I, Total
and Leverage capital ratios must be at least 6%, 10% and 5%, respectively.  Tier
I  capital  consists  primarily  of  common  stockholders'   equity,   excluding
unrealized gains or losses on available for sale securities, less goodwill, core
deposit premiums,  and certain other intangible  assets.  Total capital consists
primarily of Tier I capital plus preferred stock, subordinated debt and reserves
for loan losses, subject to certain limitations.  All of BOK Financial's banking
subsidiaries exceeded the regulatory definition of well capitalized.



<PAGE>

                                                         December 31,
                                         ---------------------------------------
                                                  2000                1999
                                         ---------------------------------------
                                            Amount    Ratio     Amount    Ratio
                                         ---------------------------------------
(Dollars in thousands)

Total Capital (to Risk Weighted Assets):
   Consolidated                             $823,063   11.23%  $700,875   10.72%
   BOk                                       700,380   11.43    594,182   10.80
   Bank of Texas                             105,188   11.66     87,299   12.41
   Bank of Albuquerque                        60,182   13.23     57,451   16.04
   Bank of Arkansas                           12,442   15.76     11,569   15.73

Tier I Capital (to Risk Weighted Assets):
   Consolidated                             $591,185    8.06%  $475,687    7.27%
   BOk                                       485,492    7.93    383,255    6.96
   Bank of Texas                              93,899   10.41     78,382   11.15
   Bank of Albuquerque                        57,560   12.66     56,075   15.65
   Bank of Arkansas                           11,454   14.51     10,639   14.47

Tier I Capital (to Average
Assets):
   Consolidated                             $591,185    6.51%  $475,687    5.92%
   BOk                                       485,492    6.59    383,255    5.88
   Bank of Texas                              93,899    8.58     78,382    8.19
   Bank of Albuquerque                        57,560    6.32     56,075    6.78
   Bank of Arkansas                           11,454    8.05     10,639    9.86


(15) EARNINGS PER SHARE

     The following table presents the computation of basic and diluted  earnings
per share (dollars in thousands except share data):
<TABLE>
                                                                       Years ended December 31,
                                                             --------------------------------------------
                                                                  2000            1999           1998
                                                             --------------------------------------------
Numerator:
<S>                                                              <C>             <C>            <C>
   Net income                                                    $100,140        $89,226        $79,611
   Preferred stock dividends                                       (1,500)        (1,500)        (1,500)
---------------------------------------------------------------------------------------------------------
Numerator for basic earnings per share - income
   available to common stockholders                                98,640         87,726         78,111
---------------------------------------------------------------------------------------------------------
Effect of dilutive securities:
   Preferred stock dividends                                        1,500          1,500          1,500
---------------------------------------------------------------------------------------------------------
Numerator for diluted earnings per share - income available
   to common stockholders after assumed conversion               $100,140        $89,226        $79,611
---------------------------------------------------------------------------------------------------------
Denominator:
   Denominator for basic earnings per share -
     weighted average shares                                   49,119,790     49,054,573     48,977,283
   Effect of dilutive securities:
     Employee stock options(1)                                      319,946        647,633        756,662
     Convertible preferred stock                                6,149,365      6,149,365      6,149,365
---------------------------------------------------------------------------------------------------------
Dilutive potential common shares                                6,469,311      6,796,998      6,906,027
---------------------------------------------------------------------------------------------------------
Denominator for diluted earnings per share - adjusted
   weighted average shares and assumed conversions             55,589,101     55,851,571     55,883,310
---------------------------------------------------------------------------------------------------------
Basic earnings per share                                            $2.01          $1.79          $1.59
---------------------------------------------------------------------------------------------------------
Diluted earnings per share                                          $1.80          $1.60          $1.42
---------------------------------------------------------------------------------------------------------

1  Excludes employee stock options with exercise price          1,660,657        611,974              -
   greater than current market price
</TABLE>



<PAGE>

(16) REPORTABLE SEGMENTS

     BOK Financial  operates four principal  lines of business under its Bank of
Oklahoma franchise:  corporate banking,  consumer banking,  mortgage banking and
trust services.  It also operates a fifth  principal line of business,  regional
banks,  which includes all banking  functions for Bank of  Albuquerque,  Bank of
Arkansas  and Bank of Texas.  These five  principal  lines of business  combined
account for approximately 87% of total revenue.  Other lines of business include
the TransFund ATM network and BOSC, Inc. The Corporate  Banking segment consists
of eight  operating units that provide credit and lease  financing,  deposit and
cash  management,  and  international  collection  services  to  commercial  and
industrial  customers  and to  other  financial  institutions  in  Oklahoma  and
surrounding states. The Consumer Banking segment consists of two operating units
which  provide  direct and  indirect  consumer  loans and  deposit  services  to
individuals primarily within Oklahoma.  The Mortgage Banking segment consists of
two  operating  units that  originate  a full range of  mortgage  products  from
federally  sponsored  programs to "jumbo  loans" on higher  priced  homes in BOK
Financial's  primary market areas.  The Mortgage  Banking  segment also services
mortgage  loans acquired from  throughout the United States.  The Trust Services
segment consists of one operating unit that provides  financial services to both
individual and corporate clients. Individual financial services include personal
trust  management,  administration  of estates and  management of investment and
custodial  accounts.  Individual  financial  services  also include  lending and
investment services to select individuals.  Corporate financial services include
administration of employee benefit plans, transfer and paying agent services and
investment advisory services.  Regional Banks include Bank of Arkansas,  Bank of
Albuquerque and Bank of Texas.
     BOK Financial  identifies  reportable  segments by type of service provided
for the Mortgage Banking and the Trust Services segments and by type of customer
for the Corporate  Banking and Consumer  Banking  segments.  Regional  Banks are
identified by legal entity. Operating results are adjusted for intercompany loan
participations and allocated service costs and management fees.
     BOK Financial  evaluates  performance and allocates  resources based upon a
measurement of performance  after the allocation of certain  indirect  expenses,
taxes and capital cost. Capital is assigned to the lines of business based on an
internal  allocation  method that reflects  management's  assessment of risk. An
additional  amount of capital is assigned to the  regional  banks based upon BOK
Financial's  investment  in  these  entities.  The  accounting  policies  of the
reportable   segments  generally  follow  those  described  in  the  summary  of
significant  account  policies  except  interest  income is  reported on a fully
tax-equivalent  basis,  loan losses are based on actual net amounts  charged off
and the  amortization of intangible  assets is generally  excluded.  The cost of
funds  provided  from one  segment to another is  transfer-priced  at rates that
approximate market for funds with similar duration. Assessment of performance is
based on net interest revenue after internal funds transfer pricing.
     Nonreportable  business  segments include  TransFund ATM networks and BOSC,
Inc.  The sources of revenue in these  segments  include  interest,  commissions
earned on securities transactions,  securities trading gains or losses, and fees
earned  on  various  banking   activities,   including  merchant  discounts  and
interchange fees.
     BOK Financial has not made any significant  investments in long-term assets
other than financial  instruments,  including core deposit intangible assets and
purchased mortgage servicing rights.  Substantially all revenue is from domestic
customers.  No  single  external  customer  accounts  for more than 10% of total
revenue.
<PAGE>
<TABLE>
                                                                                                      All
                               Corporate      Consumer      Mortgage      Trust       Regional      Other/
                                Banking        Banking      Banking     Services       Banks     Eliminations     Total
                             -----------------------------------------------------------------------------------------------
Year ended December 31, 2000
<S>                             <C>          <C>             <C>         <C>          <C>           <C>        <C>
Net interest revenue/(expense)
   from external sources        $  235,014   $   (33,260)    $ 16,435    $  3,429     $   97,261    $(49,992)  $  268,887
Net interest revenue/(expense)
   from internal sources          (121,430)       85,329      (15,006)      8,968        (18,250)     60,389            -
----------------------------------------------------------------------------------------------------------------------------
Total net interest revenue         113,584        52,069        1,429      12,397         79,011      10,397      268,887

Provision for loan losses            3,957         3,432           57           3          3,533       6,222       17,204
Operating revenue                   27,843        24,657       39,740      40,263         13,207      51,134      196,844
Securities gains/(losses)                -             -        5,257           -           (356)     (2,842)       2,059
Operating expense                   52,666        45,606       38,028      36,277         63,894      63,444      299,915
Provision for impairment of
   mortgage servicing rights             -             -        2,900           -              -           -        2,900
Income taxes                        32,989        10,771        2,116       6,372         10,567     (15,184)      47,631
----------------------------------------------------------------------------------------------------------------------------
Net income                      $   51,815    $   16,917     $  3,325    $ 10,008     $   13,868    $  4,207   $  100,140
----------------------------------------------------------------------------------------------------------------------------

Average assets                  $3,801,209    $1,813,303     $412,218    $355,585     $2,381,886    $(72,697)  $8,691,504

Average equity                     411,214        54,706       32,333      38,756        269,762    (198,529)     608,242

Performance measurements:
   Return on assets                   1.36%         0.93%        0.81%       2.81%          0.58%          -         1.15%
   Return on equity                  12.60%        30.92%       10.28%      25.82%          5.14%          -        16.46%
   Efficiency ratio                  37.24%        59.44%       92.37%      68.89%         69.29%          -        64.40%
</TABLE>

Reconciliation to Consolidated Financial Statements

                                               Other       Other
                               Net Interest  Operating   Operating     Average
                                 Revenue      Revenue     Expense      Assets
                              --------------------------------------------------
Total reportable segments        $258,490     $150,611    $239,371   $8,764,201
Total nonreportable segments          722       49,660      37,408       28,975
Unallocated items:
   Tax-equivalent adjustment        7,853            -           -            -
   Funds management                23,047       (1,929)     10,780      178,860
   All others (including
     eliminations), net           (21,225)         561      15,256     (280,532)
--------------------------------------------------------------------------------
BOK Financial consolidated       $268,887     $198,903    $302,815   $8,691,504
--------------------------------------------------------------------------------
<PAGE>

<TABLE>

                                                                                                        All
                                Corporate      Consumer      Mortgage       Trust       Regional      Other/
                                 Banking        Banking       Banking     Services       Banks     Eliminations      Total
                              --------------------------------------------------------------------------------------------------

Year ended December 31, 1999
<S>                             <C>          <C>             <C>         <C>          <C>            <C>          <C>
Net interest revenue/(expense)
   from external sources        $   188,417  $    (29,279)   $  11,627   $    3,625   $     67,055   $ (5,321)    $   236,124
Net interest revenue/(expense)
   from internal sources            (86,972)       70,665       (8,296)       7,208         (7,596)    24,991               -
--------------------------------------------------------------------------------------------------------------------------------
Total net interest revenue          101,445        41,386        3,331       10,833         59,459     19,670         236,124

Provision for loan losses            (1,106)        3,047           82           70             36      8,236          10,365
Operating revenue                    30,500        23,408       39,533       36,769         11,462     47,199         188,871
Securities gains/(losses)                 -             -            -            -            (53)      (366)           (419)
Operating expense                    48,943        42,562       39,754       34,065         56,249     58,943         280,516
Income taxes                         32,718         7,463        1,178        5,239          7,178     (9,307)         44,469
--------------------------------------------------------------------------------------------------------------------------------
Net income                     $     51,390  $     11,722   $    1,850   $    8,228  $       7,405   $  8,631    $     89,226
--------------------------------------------------------------------------------------------------------------------------------

Average assets                   $3,381,502    $1,728,209     $355,888     $332,839     $1,807,963   $  6,649      $7,613,050

Average equity                      352,396        46,098       32,010       34,300        206,336   (128,748)        542,392

Performance measurements:
   Return on assets                    1.52%         0.68%         0.52%        2.47%         0.41%         -            1.17%
   Return on equity                   14.58%        25.43%         5.78%       23.99%         3.59%         -           16.45%
   Efficiency ratio                   37.09%        65.69%        92.74%       71.56%        79.31%         -           66.00%
</TABLE>

Reconciliation to Consolidated Financial Statements

                                               Other       Other
                               Net Interest  Operating   Operating     Average
                                 Revenue      Revenue     Expense      Assets
                              --------------------------------------------------

Total reportable segments         $216,454    $141,619    $221,573   $7,606,401
Total nonreportable segments         1,210      44,537      35,696       59,503
Unallocated items:
   Tax-equivalent adjustment         8,380           -           -            -
   Funds management                 28,979         598       8,637      122,407
   All others (including
     eliminations), net            (18,899)      1,698      14,610     (175,261)
--------------------------------------------------------------------------------
BOK Financial consolidated        $236,124    $188,452    $280,516   $7,613,050
--------------------------------------------------------------------------------


<PAGE>
<TABLE>
                                                                                                       All
                                Corporate       Consumer      Mortgage       Trust      Regional     Other/
                                 Banking        Banking        Banking     Services      Banks    Eliminations      Total
                             --------------------------------------------------------------------------------------------------

Year ended December 31, 1998
<S>                            <C>           <C>             <C>          <C>          <C>          <C>          <C>
Net interest revenue/(expense)
   from external sources       $   154,757   $    (35,355)   $  16,133    $    1,831   $  29,457    $  23,603    $   190,426
Net interest revenue/(expense)
   from internal sources           (68,539)        75,445      (10,456)        6,468      (1,673)      (1,245)             -
-------------------------------------------------------------------------------------------------------------------------------
Total net interest revenue          86,218         40,090        5,677         8,299      27,784       22,358        190,426

Provision for loan losses               62          2,103          129           124         188       11,985         14,591
Operating revenue                   27,838         22,371       44,379        31,567       4,213       35,315        165,683
Securities gains/(losses)                -              -            -             -         613        8,724          9,337
Operating expense                   51,190         47,368       41,926        30,985      21,562       43,254        236,285
Provision for impairment of
   mortgage servicing rights             -              -       (2,290)            -           -            -         (2,290)
Income taxes                        24,431          5,053        4,003         3,406       5,118       (4,762)        37,249
-------------------------------------------------------------------------------------------------------------------------------
Net income                    $     38,373  $       7,937   $    6,288    $    5,351  $    5,742    $  15,920   $     79,611
-------------------------------------------------------------------------------------------------------------------------------

Average assets                  $2,718,472     $1,785,025     $367,934      $292,175    $644,235     $138,173     $5,946,014

Average equity                     271,420         43,640       30,229        27,243      85,205       28,142        485,879

Performance measurements:
   Return on assets                   1.41%          0.44%         1.71%        1.83%        0.89%          -           1.34%
   Return on equity                  14.14%         18.19%        20.80%       19.64%        6.74%          -          16.38%
   Efficiency ratio                  44.88%         75.84%        83.76%       77.72%       67.39%          -          66.35%
</TABLE>

Reconciliation to Consolidated Financial Statements

                                               Other       Other
                              Net Interest  Operating   Operating     Average
                                Revenue      Revenue     Expense       Assets
                             ---------------------------------------------------

Total reportable segments        $168,068     $130,981    $190,741   $5,807,841
Total nonreportable segments          886       33,566      26,695       37,826
Unallocated items:
   Tax-equivalent adjustment        9,427            -           -            -
   Funds management                31,097       12,095      10,692      138,191
   All others (including
     eliminations), net           (19,052)      (1,622)      5,867      (37,844)
--------------------------------------------------------------------------------
BOK Financial consolidated       $190,426     $175,020    $233,995   $5,946,014
--------------------------------------------------------------------------------
<PAGE>


(17) FAIR VALUE OF FINANCIAL INSTRUMENTS

     The following  table presents the carrying values and estimated fair values
of  financial  instruments  as  of  December  31,  2000  and  1999  (dollars  in
thousands):

<TABLE>
                                                          Range of     Average                    Estimated
                                            Carrying    Contractual   Repricing     Discount        Fair
                                              Value        Yields    (in years)       Rate          Value
                                          -------------------------------------------------------------------
2000:
<S>                                         <C>         <C>               <C>      <C>            <C>
  Cash and cash equivalents               $   750,729                                           $   750,729
  Securities                                3,037,056                                             3,037,552
  Loans:
     Commercial                             3,248,033   4.50 - 17.63%     0.43     6.20 - 9.15%   3,321,380
     Commercial real estate                 1,270,494   7.00 - 14.00      1.26     8.89 - 9.08    1,262,690
     Residential mortgage                     638,044   3.81 - 13.40      1.61     7.41 - 7.58      612,616
     Residential mortgage - held for sale      48,901        -             -            -            48,901
     Consumer                                 312,390   4.00 - 21.00      2.35     8.10 - 14.00     302,230
-------------------------------------------------------------------------------------------------------------
Total loans                                 5,517,862                                             5,547,817
Reserve for loan losses                       (82,655)                                                    -
-------------------------------------------------------------------------------------------------------------
Net loans                                   5,435,207                                             5,547,817
Deposits with no stated maturity            3,372,817        -             -            -         3,372,817
Time deposits                               2,673,188   2.00 - 7.40       0.54     3.55 - 6.49    2,685,773
Other borrowings                            2,735,277   5.94 - 9.89       0.14     5.62 - 7.35    2,722,214
Subordinated debt                             148,816       7.03          6.27        5.94          165,946
-------------------------------------------------------------------------------------------------------------
1999:
  Cash and cash equivalents               $   426,855        -            -           -         $   426,855
  Securities                                2,816,336        -            -           -           2,814,780
  Loans:
     Commercial                             2,664,701   4.50 - 17.00%    .56     5.70 - 8.65%     2,662,515
     Commercial real estate                 1,094,542   5.34 - 13.00    1.41     8.39 - 8.58      1,091,407
     Residential mortgage                     531,058   3.81 - 14.25    2.21     6.02 - 8.47        520,643
     Residential mortgage - held for sale      57,057        -            -           -              57,057
     Consumer                                 296,131   6.51 - 18.25    2.27     7.96 - 13.50       288,402
-------------------------------------------------------------------------------------------------------------
Total loans                                 4,643,489                                             4,620,024
Reserve for loan losses                       (76,234)                                                    -
-------------------------------------------------------------------------------------------------------------
Net loans                                   4,567,255                                             4,620,024
Deposits with no stated maturity            3,043,334          -            -           -         3,043,334
Time deposits                               2,219,850     2.18 - 6.71      .62     5.45 - 6.40    2,206,447
Other borrowings                            2,283,703     4.94 - 8.35      .19     4.74 - 7.44    2,263,433
Subordinated debt                             148,642        6.29         7.46        7.24          139,267
-------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

     The  preceding  table  presents  the  estimated  fair  values of  financial
instruments.  The fair values of certain of these instruments were calculated by
discounting  expected  cash  flows,  which  involved  significant  judgments  by
management  and  uncertainties.  Fair  value is the  estimated  amount  at which
financial  assets or  liabilities  could be exchanged  in a current  transaction
between willing parties,  other than in a forced or liquidation sale. Because no
market exists for certain of these financial  instruments and because management
does not intend to sell these financial instruments, BOK Financial does not know
whether the fair values  shown above  represent  values at which the  respective
financial instruments could be sold individually or in the aggregate.

     The following  methods and  assumptions  were used in  estimating  the fair
value of these financial instruments:

Cash and Cash Equivalents

     The book value  reported  in the  consolidated  balance  sheet for cash and
short-term instruments approximates those assets' fair
values.

Securities

     The fair values of  securities  are based on quoted market prices or dealer
quotes,  when available.  If quotes are not available,  fair values are based on
quoted prices of comparable instruments.

Loans

     The fair  value of  loans,  excluding  loans  held for  sale,  are based on
discounted  cash flow analyses using interest rates  currently being offered for
loans with similar remaining terms to maturity and credit risk, adjusted for the
impact of interest rate floors and ceilings. The fair values of classified loans
were  estimated to  approximate  their  carrying  values less loan loss reserves
allocated to these loans of $26 million and $12 million at December 31, 2000 and
1999, respectively.
     The fair values of residential  mortgage loans held for sale are based upon
quoted  market  prices  of  such  loans  sold  in  securitization  transactions,
including related unfunded loan commitments and hedging transactions.

Deposits

     The fair values of time deposits are based on discounted cash flow analyses
using interest rates currently being offered on similar transactions.  Statement
of  Financial  Accounting  Standard  No. 107,  "Disclosures  about Fair Value of
Financial Instruments," ("FAS 107") defines the estimated fair value of deposits
with no stated maturity,  which includes demand deposits,  transaction deposits,
money  market  deposits  and savings  accounts,  to equal the amount  payable on
demand.  Although market premiums paid reflect an additional value for these low
cost deposits,  FAS 107 prohibits  adjusting fair value for the expected benefit
of these  deposits.  Accordingly,  the positive  effect of such  deposits is not
included in this table.

Other Borrowings and Subordinated Debenture

     The fair values of these  instruments  are based upon  discounted cash flow
analyses using interest rates currently being offered on similar instruments.

Off-Balance-Sheet Instruments

     The fair values of commercial  loan  commitments  and letters of credit are
based on fees currently  charged to enter into similar  agreements,  taking into
account  the  remaining  terms  of the  agreements.  The  fair  values  of these
off-balance-sheet  instruments  were not  significant at  December 31,  2000 and
1999. Residential mortgage loan commitments are included in determining the fair
value of the  mortgage  loans held for sale.  The fair values of  interest  rate
swaps  are  based on  pricing  models  using  current  assumptions  to arrive at
replacement  cost.  The  estimated  fair value of interest  rate swaps were $8.3
million and $9.2 million at December 31, 2000 and 1999, respectively.


<PAGE>


(18) PARENT COMPANY ONLY FINANCIAL STATEMENTS

     Summarized  financial  information  for BOK Financial - Parent Company Only
follows:

Balance Sheets
(In Thousands)                                             December 31,
                                                    ----------------------------
                                                          2000         1999
                                                    ----------------------------
Assets
Cash and cash equivalents                              $    9,755    $  12,489
Securities - available for sale                            12,016        9,459
Investment in subsidiaries                                777,231      638,850
Other assets                                                1,795        3,034
--------------------------------------------------------------------------------
   Total assets                                          $800,797     $663,832
--------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Other borrowings                                        $  95,132     $105,132
Other liabilities                                           2,089        1,536
--------------------------------------------------------------------------------
   Total liabilities                                       97,221      106,668
--------------------------------------------------------------------------------
Preferred stock                                                25           25
Common stock                                                    3            3
Capital surplus                                           278,882      274,980
Retained earnings                                         431,390      332,751
Treasury stock                                            (10,044)      (7,018)
Accumulated other comprehensive income (loss)               3,320      (43,577)
--------------------------------------------------------------------------------
   Total shareholders' equity                             703,576      557,164
--------------------------------------------------------------------------------
   Total liabilities and shareholders' equity            $800,797     $663,832
--------------------------------------------------------------------------------

Statements of Earnings
(In Thousands)
                                                     2000      1999     1998
                                                  ------------------------------

Dividends, interest and fees received from        $    8,082  $63,556   $30,861
   subsidiaries
Other operating revenue                                  637    2,327     1,717
--------------------------------------------------------------------------------
   Total revenue                                       8,719   65,883    32,578
--------------------------------------------------------------------------------
Interest expense                                       7,551    6,225     2,469
Personnel expense                                          -        9       579
Professional fees and services                           728      600       670
Contribution of stock to BOk Charitable Foundation         -        -     2,257
Other operating expense                                   45       80       116
--------------------------------------------------------------------------------
   Total expense                                       8,324    6,914     6,091
--------------------------------------------------------------------------------
Income before taxes and equity in undistributed
   income of subsidiaries                                395   58,969    26,487
Federal and state income tax credit                   (3,520)  (3,243)   (3,093)
--------------------------------------------------------------------------------
Income before equity in undistributed income of
  subsidiaries                                         3,915   62,212    29,580
Equity in undistributed income of subsidiaries        96,225   27,014    50,031
--------------------------------------------------------------------------------
Net income                                          $100,140  $89,226   $79,611
--------------------------------------------------------------------------------

<PAGE>

Statements of Cash Flows
(In Thousands)

                                                      2000     1999     1998
                                                    ----------------------------

Cash flows from operating activities:
   Net income                                       $100,140   $89,226  $79,611
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Equity in undistributed loss of subsidiaries  (96,225)  (27,014) (50,030)
       Tax benefit on exercise of stock options        1,010     3,138    1,014
       Contribution of stock to BOk Charitable
         Foundation                                        -         -    2,257
       (Increase) decrease in other assets             1,239     1,036     (373)
       Increase (decrease) in other liabilities          (44)   (1,980)   2,593
--------------------------------------------------------------------------------
Net cash provided by operating activities              6,120    64,406   35,072
--------------------------------------------------------------------------------
Cash flows from investing activities:
   Proceeds from maturities of available for sale          -     9,881        -
     securities
   Purchases of available for sale securities         (1,019)        -        -
   Investment in subsidiaries                          3,800   (72,293) (85,842)
--------------------------------------------------------------------------------
Net cash provided (used) by investing activities       2,781   (62,412) (85,842)
--------------------------------------------------------------------------------
Cash flows from financing activities:
   Increase (decrease) in short-term borrowings      (10,000)   13,228   59,245
   Issuance of preferred, common and
     treasury stock, net                                 999       823    3,138
   Purchase treasury stock                            (2,633)   (1,574)  (9,138)
   Cash dividends                                         (1)   (2,744)  (2,344)
   Payments on notes receivable                            -         -        4
--------------------------------------------------------------------------------
Net cash provided (used) by financing activities     (11,635)    9,733   50,905
--------------------------------------------------------------------------------
Net increase (decrease) in cash and
   cash equivalents                                   (2,734)   11,727      135
Cash and cash equivalents at beginning of period      12,489       762      627
--------------------------------------------------------------------------------
Cash and cash equivalents at end of period          $  9,755   $12,489      762
--------------------------------------------------------------------------------

Payment of dividends in common stock                $  1,500   $32,192  $31,500
--------------------------------------------------------------------------------
Cash paid for interest                              $  7,741  $  5,933  $ 2,364
--------------------------------------------------------------------------------

<PAGE>

                                                    BOK FINANCIAL CORPORATION

<TABLE>
Annual Financial Summary - Unaudited
Consolidated Daily Average Balances,
Average Yields and Rates
(Dollars in Thousands Except Per Share Data)                         2000
                                                      ---------------------------------
                                                       Average    Revenue/       Yield/
                                                       Balance    Expense(1)      Rate
                                                      ---------------------------------
Assets
<S>                                                    <C>          <C>          <C>
   Taxable securities                                  $2,587,183   $167,493     6.47%
   Tax-exempt securities(1)                               269,731     19,577     7.26
---------------------------------------------------------------------------------------
     Total securities                                   2,856,914    187,070     6.55
---------------------------------------------------------------------------------------
   Trading securities                                      15,633      1,450     9.28
   Funds sold and resell agreements                        46,219      2,962     6.41
   Loans(2)                                             4,934,462    455,101     9.22
     Less reserve for loan losses                          80,447
---------------------------------------------------------------------------------------
   Loans, net of reserve                                4,854,015    455,101     9.38
---------------------------------------------------------------------------------------
     Total earning assets                               7,772,781    646,583     8.32
---------------------------------------------------------------------------------------
   Cash and other assets                                  918,723
---------------------------------------------------------------------------------------
     Total assets                                      $8,691,504
---------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
   Transaction deposits                                $1,889,806  $  55,019     2.91%
   Savings deposits                                       151,870      2,703     1.78
   Time deposits                                        2,495,038    150,527     6.03
---------------------------------------------------------------------------------------
     Total interest-bearing deposits                    4,536,714    208,249     4.59
---------------------------------------------------------------------------------------
   Other borrowings                                     2,334,749    151,157     6.47
   Subordinated debenture                                 148,728     10,437     7.02
---------------------------------------------------------------------------------------
     Total interest-bearing liabilities                 7,020,191    369,843     5.27
---------------------------------------------------------------------------------------
   Demand deposits                                        980,401
   Other liabilities                                       82,670
   Shareholders' equity                                   608,242
---------------------------------------------------------------------------------------
     Total liabilities and shareholders' equity        $8,691,504
---------------------------------------------------------------------------------------
Tax-equivalent Net Interest Revenue                                 $276,740     3.05%
Tax-equivalent Net Interest Revenue to Earning Assets                            3.56
Less tax-equivalent adjustment                                         7,853
---------------------------------------------------------------------------------------
Net Interest Revenue                                                 268,887
Provision for loan losses                                             17,204
Other operating revenue                                              198,903
Other operating expense                                              302,815
---------------------------------------------------------------------------------------
Income before taxes                                                  147,771
Federal and state income tax                                          47,631
---------------------------------------------------------------------------------------
Net Income                                                          $100,140
---------------------------------------------------------------------------------------
<FN>
1    Tax  equivalent at the  statutory  federal and state rates of 38.9% for the
     periods  presented.  The  taxable  equivalent  adjustments  shown  are  for
     comparative purposes.
2    The loan averages  included loans on which the accrual of interest has been
     discontinued and are stated net of unearned income.  See Note 1 of Notes to
     the  Consolidated   Financial   Statements  for  a  description  of  income
     recognition policy.
3    Excludes $3,262 of nonrecurring foregone interest in 1998.
</FN>
</TABLE>

Annual Financial Summary - Unaudited, (continued)
Consolidated Daily Average Balances,
Average Yields and Rates

                   1999                                            1998
--------------------------------------------------------------------------------
Average        Revenue/      Yield/         Average        Revenue/      Yield/
Balance        Expense(1)     Rate          Balance        Expense(1)     Rate
----------------------------------------- --------------------------------------

$2,383,198      $144,901      6.08%         $1,877,515      $115,733      6.16%
   288,094        21,785      7.56             330,576        25,207      7.63
--------------------------------------------------------------------------------
 2,671,292       166,686      6.24           2,208,091       140,940      6.38
--------------------------------------------------------------------------------
    37,508         2,291      6.11              20,038         1,046      5.22
    43,373         2,219      5.12              41,109         2,321      5.65
 4,046,920       337,458      8.34           3,070,245       267,952      8.623
    72,306                                      59,480
--------------------------------------------------------------------------------
 3,974,614       337,458      8.49           3,010,765       267,952      8.793
--------------------------------------------------------------------------------
 6,726,787       508,654      7.56           5,280,003       412,259      7.753
--------------------------------------------------------------------------------
   886,263                                     666,011
--------------------------------------------------------------------------------
$7,613,050                                  $5,946,014
--------------------------------------------------------------------------------

$1,717,314     $  46,510      2.71%         $1,216,230     $  37,148      3.05%
   161,484         2,971      1.84             152,830         3,837      2.51
 1,983,829       101,140      5.10           1,787,668        97,019      5.43
--------------------------------------------------------------------------------
 3,862,627       150,621      3.90           3,156,728       138,004      4.37
--------------------------------------------------------------------------------
 1,959,015       104,195      5.32           1,147,815        64,709      5.64
   148,509         9,334      6.29             148,404         9,693      6.53
--------------------------------------------------------------------------------
 5,970,151       264,150      4.42           4,452,947       212,406      4.77
--------------------------------------------------------------------------------
   999,311                                     933,927
   101,196                                      73,261
   542,392                                     485,879
--------------------------------------------------------------------------------
$7,613,050                                  $5,946,014
--------------------------------------------------------------------------------
                $244,504      3.14%                         $199,853      2.98%3
                              3.63                                        3.723
                   8,380                                       9,427
--------------------------------------------------------------------------------
                 236,124                                     190,426
                  10,365                                      14,591
                 188,452                                     175,020
                 280,516                                     233,995
--------------------------------------------------------------------------------
                 133,695                                     116,860
                  44,469                                      37,249
--------------------------------------------------------------------------------
               $  89,226                                   $  79,611
--------------------------------------------------------------------------------
<PAGE>


                                                    BOK FINANCIAL CORPORATION


<TABLE>

Quarterly Financial Summary - Unaudited
Consolidated Daily Average Balances,
Average Yields and Rates
(Dollars in Thousands Except Per Share Data)

                                                                                 Three Months Ended
                                                      ---------------------------------------------------------------------
                                                              December 31, 2000                  September 30, 2000
                                                      ---------------------------------- ----------------------------------
                                                         Average    Revenue/   Yield/       Average    Revenue/    Yield/
                                                         Balance    Expense(1)  Rate        Balance    Expense(1)   Rate
                                                      ---------------------------------- ----------------------------------
  Assets
<S>                                                    <C>         <C>           <C>      <C>         <C>           <C>
     Taxable securities                                $2,654,996  $  43,345     6.49%    $2,520,917  $  41,135     6.49%
     Tax-exempt securities(1)                             276,478      5,172     7.44         274,402     4,692     6.80
  -------------------------------------------------------------------------------------- ----------------------------------
       Total securities                                 2,931,474     48,517     6.58       2,795,319    45,827     6.52
  -------------------------------------------------------------------------------------- ----------------------------------
     Trading securities                                    18,458        405     8.73          16,873       370     8.72
     Funds sold                                            45,310        788     6.92          47,053       791     6.69
     Loans(2)                                           5,265,300    125,854     9.51       5,020,994   118,523     9.39
       Less reserve for loan losses                        83,246                              81,194
  -------------------------------------------------------------------------------------- ----------------------------------
     Loans, net of reserve                              5,182,054    125,854     9.66       4,939,800   118,523     9.55
  -------------------------------------------------------------------------------------- ----------------------------------
       Total earning assets                             8,177,296    175,564     8.54       7,799,045   165,511     8.44
  -------------------------------------------------------------------------------------- ----------------------------------
     Cash and other assets                                955,024                             910,737
  -------------------------------------------------------------------------------------- ----------------------------------
       Total assets                                    $9,132,320                         $8,709,782
  -------------------------------------------------------------------------------------- ----------------------------------
  Liabilities and Shareholders' Equity
     Transaction deposits                              $1,910,167  $  15,646     3.26%    $1,916,712  $  13,684     2.84%
     Savings deposits                                     143,969        673     1.86         151,385       700     1.84
     Other time deposits                                2,671,285     43,237     6.44       2,510,655    39,475     6.26
  -------------------------------------------------------------------------------------- ----------------------------------
       Total interest-bearing deposits                  4,725,421     59,556     5.01       4,578,752    53,859     4.68
  -------------------------------------------------------------------------------------- ----------------------------------
     Other borrowings                                   2,503,706     42,080     6.69       2,299,155    38,867     6.73
     Subordinated debenture                               148,794      2,667     7.13         148,750     2,704     7.23
  -------------------------------------------------------------------------------------- ----------------------------------
       Total interest-bearing liabilities               7,377,921    104,303     5.62       7,026,657    95,430     5.40
  -------------------------------------------------------------------------------------- ----------------------------------
     Demand deposits                                    1,002,969                             974,478
     Other liabilities                                     86,403                              87,439
     Shareholders' equity                                 665,027                             621,208
  -------------------------------------------------------------------------------------- ----------------------------------
       Total liabilities and shareholders' equity      $9,132,320                         $8,709,782
  -------------------------------------------------------------------------------------- ----------------------------------
  Tax-equivalent Net Interest Revenue1                             $  71,261     2.92%                $  70,081     3.04%
  Tax-equivalent Net Interest Revenue1 to Earning Assets                         3.47                               3.57
  Less tax-equivalent adjustment1                                      2,069                              1,934
  -------------------------------------------------------------------------------------- ----------------------------------
  Net Interest Revenue                                                69,192                             68,147
  Provision for loan losses                                            6,000                              5,031
  Other operating revenue                                             54,924                             49,840
  Other operating expense                                             79,318                             73,964
  -------------------------------------------------------------------------------------- ----------------------------------
  Income before taxes                                                 38,798                             38,992
  Federal and state income tax                                        13,302                             13,355
  -------------------------------------------------------------------------------------- ----------------------------------
  Net Income                                                       $  25,496                          $  25,637
  -------------------------------------------------------------------------------------- ----------------------------------
  Earnings Per Average Common Share Equivalent:
     Net income:
       Basic                                                           $0.51                             $0.51
  -------------------------------------------------------------------------------------- ---------------------------------
       Diluted                                                         $0.46                             $0.46
  -------------------------------------------------------------------------------------- ---------------------------------
<FN>
1    Tax  equivalent at the  statutory  federal and state rates of 38.9% for the
     periods  presented.  The  taxable  equivalent  adjustments  shown  are  for
     comparative purposes.
2    The loan averages  included loans on which the accrual of interest has been
     discounted  and are stated net of unearned  income.  See Note 1 of Notes to
     the  Consolidated   Financial   Statements  for  a  description  of  income
     recognition policy.
</FN>
</TABLE>
<PAGE>

<TABLE>
Quarterly Financial Summary - Unaudited, (continued)
Consolidated Daily Average Balances,
Average Yields and Rates

                                           Three Months Ended
------------------------------------------------------------------------------------------------------
         June 30, 2000                      March 31, 2000                     December 31, 1999
--------------------------------- ----------------------------------- --------------------------------
  Average     Revenue/   Yield/      Average    Revenue/    Yield/       Average    Revenue/    Yield/
  Balance     Expense(1)  Rate       Balance    Expense(1)   Rate        Balance    Expense(1)   Rate
--------------------------------- ----------------------------------- --------------------------------

<S>            <C>         <C>     <C>           <C>          <C>      <C>           <C>         <C>
$2,625,306     $42,738     6.55%   $2,547,499    $40,275      6.36%    $2,453,800    $38,381     6.21%
   267,320       5,111     7.69       260,593      4,602      7.10        259,760      4,656     7.11
--------------------------------- ----------------------------------- --------------------------------
 2,892,626      47,849     6.65     2,808,092     44,877      6.43      2,713,560     43,037     6.29
--------------------------------- ----------------------------------- --------------------------------
    12,562         315    10.09        14,593        360      9.92         17,845        390     8.67
    44,731         680     6.11        47,782        703      5.92         37,650        552     5.82
 4,796,948     109,453     9.18     4,650,020    101,271      8.76      4,480,283     97,563     8.64
    79,503                             77,808                              76,166
--------------------------------- ----------------------------------- --------------------------------
 4,717,445     109,453     9.33     4,572,212    101,271      8.91      4,404,117     97,563     8.79
--------------------------------- ----------------------------------- --------------------------------
 7,667,364     158,297     8.30     7,442,679    147,211      7.96      7,173,172    141,542     7.83
--------------------------------- ----------------------------------- --------------------------------
   920,169                            909,666                             922,100
--------------------------------- ----------------------------------- --------------------------------
$8,587,533                         $8,352,345                          $8,095,272
--------------------------------- ----------------------------------- --------------------------------

$1,875,180     $12,888     2.76%   $1,856,644    $12,801      2.77%    $1,885,730  $  12,639     2.66%
   156,369         658     1.69       155,848        672      1.73        159,442        721     1.79
 2,431,978      35,252     5.83     2,364,126     32,563      5.54      2,206,956     29,109     5.23
--------------------------------- ----------------------------------- --------------------------------
 4,463,527      48,798     4.40     4,376,618     46,036      4.23      4,252,128     42,469     3.96
--------------------------------- ----------------------------------- --------------------------------
 2,318,426      37,094     6.44     2,216,244     33,116      6.01      2,071,787     29,715     5.69
   148,705       2,552     6.90       148,663      2,514      6.80        148,620      2,387     6.37
--------------------------------- ----------------------------------- --------------------------------
 6,930,658      88,444     5.13     6,741,525     81,666      4.87      6,472,535     74,571     4.57
--------------------------------- ----------------------------------- --------------------------------
   989,716                            954,307                             977,825
    82,438                             95,268                              91,489
   584,721                            561,245                             553,423
--------------------------------- ----------------------------------- --------------------------------
$8,587,533                         $8,352,345                          $8,095,272
--------------------------------- ----------------------------------- --------------------------------
               $69,853     3.17%                 $65,545      3.08%                  $66,971     3.26%
                           3.66                               3.54                               3.70
                 1,983                             1,867                               1,828
--------------------------------- ----------------------------------- --------------------------------
                67,870                            63,678                              65,143
                 3,534                             2,639                               2,255
                47,348                            46,791                              46,721
                74,917                            74,616                              74,257
--------------------------------- ----------------------------------- --------------------------------
                36,767                            33,214                              35,352
                12,573                             8,401                              12,155
--------------------------------- ----------------------------------- --------------------------------
               $24,194                           $24,813                             $23,197
--------------------------------- ----------------------------------- --------------------------------


                 $0.48                             $0.50                               $0.46
--------------------------------- ----------------------------------- --------------------------------
                 $0.43                             $0.45                               $0.42
--------------------------------- ----------------------------------- --------------------------------
</TABLE>


BOK Financial Corporation Board of Directors

W. Wayne Allen 1
Retired
Chairman of the Board
Phillips Petroleum Company

C. Fred Ball, Jr. 3
President & CEO
Bank of Texas, N.A.

James E. Barnes
Retired
Chairman, President & CEO
MAPCO, Inc.

Sharon J. Bell 1
Managing Partner
Rogers & Bell

Peter C. Boylan, III    1
President & COO
TV Guide, Inc.

Luke R. Corbett
Chairman & CEO
Kerr-McGee Corporation

Dr. Robert H. Donaldson  1
Trustees Professor of
Political Science
University of Tulsa

William E. Durrett
Senior Chairman
American Fidelity Corp.

James O. Goodwin  1
Chief Executive Officer
The Oklahoma Eagle
Publishing Company, Inc. LLC

V. Burns Hargis  1
Vice Chairman
BOK Financial Corporation and Bank of Oklahoma, N.A.

Eugene A. Harris  2
Executive Vice President
BOK Financial Corporation and Bank of Oklahoma, N.A.

Howard E. Janzen  1
President & CEO
Williams Communications

E. Carey Joullian, IV  1
President
Mustang Fuel Corporation

George B. Kaiser  1
Chairman
BOK Financial Corporation and Bank of Oklahoma, N.A.

Robert J. LaFortune
Personal Investments

Philip C. Lauinger, Jr.
Chairman & CEO
Lauinger Publishing Co.

John C. Lopez  1
Chief Executive Officer
Lopez Foods, Inc.

Stanley A. Lybarger  1,3
President & CEO
BOK Financial Corporation and Bank of Oklahoma, N.A.

Frank A. McPherson  1
Retired Chairman & CEO
Kerr-McGee Corporation

Steven E. Moore
Chairman, President & CEO
OGE Energy Corp.

J. Larry Nichols  1
President & CEO
Devon Energy Corporation

Ronald J. Norick  1
Controlling Manager
Norick Investment
Company, LLC

Robert L. Parker, Sr.
Chairman of the Board
Parker Drilling Company

James W. Pielsticker  1
President
Arrow Trucking Company

James A. Robinson
Personal Investments

L. Francis Rooney, III  1
Chairman and CEO
Manhattan Construction Company

Scott F. Zarrow  1,4
President
Foreman Investment Capital LLC


1        Director of BOK Financial Corp.
         and Bank of Oklahoma, N.A.
2        Director of Bank of Oklahoma, N.A.
3        Director of BOK Financial Corp.
         and Bank of Texas, N.A.
4        Advisory pending election at
         shareholders meeting April 24


Executive Officers

George B. Kaiser
Chaiman of the Board

Stanley A. Lybarger
President,
Chief Executive Officer

V. Burns Hargis
Vice Chairman

Steven E. Nell
Executive Vice President
Chief Financial Officer

Eugene A. Harris
Executive Vice President
Chief Credit Officer

Frederic Dorwart
Secretary

James A. Dietz
Senior Vice President
Director, Risk Management

John C. Morrow
Senior Vice President
Director of Financial
Accounting & Reporting

Valerie Toalson
Senior Vice President
Corporate Controller


Bank of Albuquerque, N.A.

Gregory K. Symons
Chairman & CEO

Paul A. Sowards
President


Bank of Arkansas, N.A.

Jeffrey R. Dunn
Chairman, President & CEO


Bank of Oklahoma, N.A.

Steven G. Bradshaw
Executive Vice President
Consumer Banking
Chairman, BOSC, Inc.

Paul M. Elvir
Executive Vice President
Operations & Technology

Mark W. Funke
President, Oklahoma City

H. James Holloman
Executive Vice President
Trust Division

David L. Laughlin
President
BOK Mortgage

W. Jeffrey Pickryl
Executive Vice President
Commercial Banking

Charles D. Williamson
Executive Vice President
Capital Markets


Bank of Texas, N.A.

C. Fred Ball, Jr.
Chairman, President & CEO

Steven D. Poole
President
Bank of Texas Trust Company
Director
Private Financial Services


Bank of Albuquerque, N.A. Board of Directors

Susan Barker-Kalangis, Esq.
Partner, Modrall,
Sperling, Roehl, Harris and
Sisk P.A.

Steven G. Bradshaw
Executive Vice President
Bank of Oklahoma, N.A.

Douglas M. Brown
President & CEO
Tuition Plan, Inc.

Rudy A. Davolos
Athletic Director
University of New Mexico

William E. Garcia
Manager, Public Affairs
Intel Corporation

Thomas D. Growney
President
Tom Growney Equipment, Inc.

Eugene A. Harris
Executive Vice President
BOK Financial Corporation
and Bank of Oklahoma, N.A.

W. Jeffrey Pickryl
Executive Vice President
Bank of Oklahoma, N.A.

Doreen Rast
Senior Vice President
Bank of Albuquerque, N.A.

Michael D. Sivage
Chief Executive Officer
Sivage-Thomas Homes, Inc.

Paul A. Sowards
President
Bank of Albuquerque, N.A.

David L. Sutter
Senior Vice President
Bank of Oklahoma, N. A.

Gregory K. Symons
Chairman & CEO
Bank of Albuquerque, N.A.


Bank of Arkansas, N.A. Board of Directors

John W. Anderson
Senior Vice President
Bank of Oklahoma, N.A.

Steven G. Bradshaw
Executive Vice President
Bank of Oklahoma, N.A.

Jeffrey R. Dunn
Chairman, President & CEO
Bank of Arkansas, N.A.

George C. Faucette, Jr.
President
Coldwell Banker Faucette Real Estate

Mark W. Funke
President
Bank of Oklahoma-
Oklahoma City

Gerald Jones
President
Jones Motorcars, Inc.

Jerry D. Sweetser
Sweetser Properties, Inc.


Bank of Texas, N.A. Board of Directors

C. Thomas Abbott
Vice Chairman
Bank of Texas, N. A.

Charles A. Angel, Jr.
Vice Chairman
Bank of Texas, N. A.

C. Fred Ball, Jr. 2
President & CEO
Bank of Texas, N. A.

C. Huston Bell
President
The Vantage Companies

Edward O. Boshell, Jr.
Columbia General
Investments, L. P.

Ben R. Briggs
Owner, Ben R. Briggs Investments

R. Neal Bright
Managing Partner
Bright & Bright, L.L.P.

Dudley Chambers
Partner,
Jackson & Walker, L.L.P.

H. Lynn Craft
President & CEO
Baptist Foundation of Texas

Edward F. Doran, Sr.

Charles W. Eisemann
Investments

James J. Ellis
Managing Partner
Ellis/Roiser Associates

R. William Gribble, Jr.
President
Gribble Oil Company

J. T. Hairston, Jr.
Investments

Douglas D. Hawthorne
President & CEO
Texas Health Resources

Noble Hurley
Investments

Jerry Lastelick
Attorney
Lastelick, Anderson
and Arneson

Stanley A. Lybarger 2
President and CEO
BOK Financial Corp.

Michael A. McBee
Owner
McBee Operating Co.

Jon L. Mosle, Jr. 1
Investments

Steven Nell1
Chief Financial Officer
BOK Financial Corp.

Robert F. Sanford, Jr.
Investments

Mrs. Jere W. Thompson
Community Leader

Tom E. Turner 2
Chairman
Bank of Texas, N. A.

John C. Vogt
Investments


1        Park Cities Bancshares, Inc. only

2        Park Cities Bancshares, Inc./
         Bank of Texas, N. A.


Major Customer Service Offices

Business Banking Centers

Albuquerque
201 Third St., NW, Suite 1400
(505) 222-8432

Dallas
2650 Royal Lane
(972) 443-2809

Fayetteville
3500 N. College
(501) 973-2660

Oklahoma City
Commerce Center
9520 N. May
(405) 936-3700

South Office
7701 S. Western
(405) 616-7500

Richardson
333 W. Campbell Rd.
(214) 575-1972

Sherman
307 W. Washington
(903) 891-8100

Tulsa
Brookside Business Center
3237 S. Peoria
(918) 746-7400

Consumer Banking

Albuquerque
3900 Vassar, NE
(505) 855-0834

Oklahoma City
Windsor Hills
2601 N. Meridian
(405) 272-2000

Richardson
333 W. Campbell Rd.
(214) 575-1987

Tulsa
Bank of Oklahoma Tower
One Williams Center, 16th Fl.
(918) 588-6000

Corporate Banking

Albuquerque
201 Third St., NW, Suite 1400
(505) 222-8438

Dallas
5956 Sherry Lane, Suite 1100
(214) 987-8880

Fayetteville
3500 N. College
(501) 973-2660

Oklahoma City
Bank of Oklahoma Plaza
201 Robert S. Kerr
(405) 272-2000

Tulsa
Bank of Oklahoma Tower
One Williams Center, 8th Fl.
(918) 588-6127

BOSC, Inc.
(800) 364-1818

Dallas
8255 Walnut Hill
(214) 378-0148

Little Rock
2200 N. Rodney Parham Rd., Suite 215
(800) 817-2580

Oklahoma City
201 Robert S. Kerr, 4th Fl.
(405) 272-2000

9520 N. May
(405) 936-3900

Tulsa
One Williams Center, 9th Fl.
(918) 588-6555

3045 S. Harvard, Suite 101
(918) 746-5614

BOSC Oppenheim Division
Bank of Oklahoma Plaza
201 Robert S. Kerr
Oklahoma City
(800) 725-2663

BancAlbuquerque
Investment Center
2500 Louisiana Blvd., NE, Suite 100
Albuquerque
(505) 837-4122

BancArkansas
Investment Center
3500 N. College, Fayetteville
(800) 817-2580

BancOklahoma
Investment Center
3045 S. Harvard, Tulsa
(918) 746-5614

BancTexas
Investment Center
5956 Sherry Lane, Suite 1100
(214) 987-8838

Private Financial Services

Albuquerque
2500 Louisiana Blvd., NE,
Suite 208
(505) 837-4272

Dallas
7600 West Northwest Highway
(214) 706-0309

6701 Preston Road
(214) 525-7600

Oklahoma City
Commerce Center
9520 N. May, 2nd Floor
(405) 936-3900

Downtown - OKC
201 Robert S. Kerr
(405) 272-2232

Tulsa
Brookside
3237 S. Peoria
(918) 746-7487

Downtown
320 S. Boston
(918) 588-6214

Midtown
2021 S. Lewis, Suite 200
(918) 748-7257

61st & Yale
6036 S. Yale
(918) 493-5210


Oklahoma
Community Banking

Bartlesville
3815 S.E. Frank Phillips Blvd.
(918) 335-5300

Enid
2308 N. Van Buren
(580) 548-8500

Eufaula
219 S. Main
(918) 689-2567

Grove
201 S. Main
(918) 787-2700

McAlester
One E. Choctaw
(918) 426-1100

Muskogee
215 S. State
(918) 686-5900

Sand Springs
401 E. Broadway
(918) 241-8000


Trust Services
Bank of Oklahoma
Trust Division

Oklahoma City
Commerce Center
9520 N. May,
2nd Floor
(405) 936-3900

Tulsa
Bank of Oklahoma Tower
One Williams Center,
10th Floor
(918) 588-6437


Southwest
Trust Company

Oklahoma City
Commerce Center
9520 N. May,
2nd Floor
(405) 936-3970


Bank of Texas
Trust Division

Dallas
7600 West Northwest Hwy.
(214) 706-0309

Dallas
5956 Sherry Lane, Suite 1100
(214) 987-8852

Sherman
2009 Independence Dr.
(903) 813-5100


Bank of Albuquerque
Trust Division

Albuquerque
2500 Louisiana Blvd., NE,
Suite 208
(505) 837-4133


Bank of Arkansas
Trust Division

Fayetteville
3500 N. College
(501) 973-2660


Mortgage Services

BOk Mortgage

Edmond
1515 S. Broadway
(405) 272-2307

Enid
2308 N. Van Buren
(580) 548-8528

Lawton
2602 W. Gore Blvd.
(580) 250-0070

Muskogee
215 S. State
(918) 686-5959

Norman
3550 W. Main
(405) 366-3618

Oklahoma City
5015 N. Pennsylvania
(405) 879-8700

Oklahoma City
7701 S. Western
(405) 879-8700

Owasso
413 E. 2nd Ave.
(918) 588-8650

Tulsa
Copper Oaks
7060 S. Yale, Suite 100
(918) 488-7140

Pine & Lewis
1604 N. Lewis
(918) 588-8608


Bank of Albuquerque
Mortgage Group

Albuquerque
2500 Louisiana Blvd., NE,
Suite 220
(505) 837-4111


Bank of Arkansas
Mortgage Group

Bentonville
1706 S.E. Walton Blvd.,
Suite C
(501) 271-6800

Fayetteville
3500 N. College
(501) 973-2600


Bank of Texas
Mortgage Group

Dallas
6209 Hillcrest Ave.
(214) 525-5052


First Mortgage
Investment Company

Lee's Summit, Missouri
987 N.E. Rice Rd.
(816) 246-7000

Lenexa, Kansas
15220 W. 87th St. Parkway
(913) 307-1600


Operating Subsidiaries

Bank of Albuquerque, N.A.

Albuquerque
201 Third St., NW, Suite 1400
(505) 222-8469

Bank of Arkansas, N.A.

Fayetteville
3500 N. College
(501) 973-2660

Bank of Oklahoma, N.A.

Oklahoma City
Bank of Oklahoma Plaza
Robinson at Robert S. Kerr
(405) 272-2000

Tulsa
Bank of Oklahoma Tower
One Williams Center
(918) 588-6000

Bank of Texas, N.A.

Dallas
5956 Sherry Lane,
Suite 1100
(214) 987-8880

Houston
5320 Bellaire Blvd.
Bellaire, Texas
(713) 661-4444


Leasing Services

BOKF Equipment Finance, Inc.

Dallas
5956 Sherry Lane, Suite 1100
(214) 987-8864


Shareholder Information

Corporate Headquarters
Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, Oklahoma 74192
(918) 588-6000

Independent Auditors
Ernst & Young LLP
3900 One Williams Center
Tulsa, Oklahoma 74172
(918) 560-3600

Legal Counsel
Frederic Dorwart Lawyers
Old City Hall
124 E. Fourth St.
Tulsa, Oklahoma 74103-5010
(918) 583-9922

Common Shares:
Traded NASDAQ National Market
NASDAQ Symbol: BOKF
Number of common shareholders of
record at December 31, 2000: 1,152

Market Makers:
CIBC World Markets Corp.
Herzog, Heine, Geduld, Inc.
Howe Barnes Investments
Keefe Bruyette & Woods
Knight Securities LP
Salomon Smith Barney
Schwab Capital Markets
Sherwood Securities
Southwest Securities, Inc.
Spear, Leeds & Kellogg
Stephens, Inc.

Transfer Agent and Registrar
The Bank of New York
(800) 524-4458

Address Shareholders Inquiries to:
Shareholder Relations Department-11E
P.O. Box 11258
Church Street Station
New York, NY  10286
E-Mail Address:
Shareowner-svcs@email.bony.com

Send Certificates for Transfer
and Address Changes to:
Receive and Deliver Department - 11W
P.O. Box 11002
Church Street Station
New York, NY  10286


Copies of BOK Financial  Corporation's Annual Report to Shareholders,  Quarterly
Reports and Form 10-K to the  Securities  and Exchange  Commission are available
without charge upon written request. Analysts,  shareholders and other investors
seeking  financial  information  about BOK Financial  Corporation are invited to
contact  James F.  Ulrich,  Senior Vice  President,  Investor  Relations,  (918)
588-6752.


Information  about BOK  Financial  is also  readily  available  at our  website:
www.bokf.com

<PAGE>

BOK Financial Corporation
Appendix A



Graph I

Description                                          Percentage
                                                    Composition

------------------------------------------------ -------------
Service charges and fees on deposit accounts               22%
------------------------------------------------ -------------
Mortgage banking                                           19%
------------------------------------------------ -------------
Trust fees and commissions                                 20%
------------------------------------------------ -------------
Transaction card                                           20%
------------------------------------------------ -------------
Other                                                      11%
------------------------------------------------ -------------
Brokerage and trading                                       8%
------------------------------------------------ ------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>BOK FINANCIAL SUBSIDIARIES
<TEXT>


                            BOK FINANCIAL CORPORATION

                                   EXHIBIT 21

                         SUBSIDIARIES OF THE REGISTRANT

                              Banking Subsidiaries

                    Bank of Albuquerque, National Association
                     Bank of Arkansas, National Association
                     Bank of Oklahoma, National Association

                       Bank of Texas, National Association

                 Other subsidiaries of BOK Financial Corporation

                        BOK Capital Services Corporation
                          BOK Plaza Holding Corporation

                                   BOSC, Inc.
                           Chaparral Bancshares, Inc.
                            Chaparral Delaware, Inc.
                     First of Muskogee Insurance Corporation
                         Merger Corporation Number Seven
                          Park Cities Bancshares, Inc.
                             Park Cities Corporation

                     Subsidiaries of Bank of Oklahoma, N.A.
                     --------------------------------------
                          Affiliated BancServices, Inc.
                      Affiliated Financial Holding Company
                   Affiliated Financial Insurance Agency, Inc.
                   Affiliated Financial Life Insurance Company
                      BancOklahoma Agri-Service Corporation
                        BancOklahoma Mortgage Corporation

                         BOK Auto Receivable Corporation
                               BOK Delaware, Inc.
                           BOK Equipment Finance, Inc.
                              BOK Real Estate Trust
                          BOSC Agency, Inc. (Oklahoma)
                         BOSC Agency, Inc. (New Mexico)
                            BOSC Agency, Inc. (Texas)
                              CVV Management, Inc.
                CVV Partnership, an Oklahoma General Partnership
                        Cottonwood Valley Ventures, Inc.
                            Investment Concepts, Inc.
                           Pacesetter Leasing Company
                             Southwest Trust Company

                       Subsidiaries of Bank of Texas, N.A.

                Bank of Texas Trust Company, National Association

All  subsidiaries  are  incorporated in Oklahoma,  with the exception of Bank of
Oklahoma, National Association,  Bank of Arkansas, National Association, Bank of
Texas, National Association,  Bank of Texas Trust Company, National Association,
and Bank of Albuquerque,  National Association which are chartered by the United
States  of  America;  Affiliated  Financial  Life  Insurance  Company,  which is
incorporated in Arizona;  Chaparral  Bancshares,  Inc., Park Cities  Bancshares,
Inc.,  Swiss Avenue State Bank,  BOSC Agency,  Inc.  (Texas) and BOK Real Estate
Trust,  which are  incorporated  in Texas;  BOK  Delaware,  Inc.  and  Chaparral
Delaware  which are  incorporated  in Delaware;  BOSC Agency,  Inc. (New Mexico)
which is  incorporated  in New  Mexico;  and Park Cities  Corporation,  which is
incorporated in Nevada.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>


                                                       BOK FINANCIAL CORPORATION
                                                       Exhibit 23.0

                         CONSENT OF INDEPENDENT AUDITORS

       We consent to the  incorporation by reference of our report dated January
       23, 2001, with respect to the  consolidated  financial  statements of BOK
       Financial  Corporation  incorporated  by reference  in the annual  report
       (Form  10-K) for the year  ended  December  31,  2000,  in the  following
       registration statements:

*    Registration  Statement (Form S-8, No. 33-44121)  pertaining to the Reoffer
     Prospectus of the Bank of Oklahoma Master Thrift Plan and Trust Agreement.

*    Registration  Statement (Form S-8, No. 33-44122)  pertaining to the Reoffer
     Prospectus of the BOK Financial Corporation 1991 Special Stock Option Plan.

*    Registration  Statement (Form S-8, No. 33-55312)  pertaining to the Reoffer
     Prospectus of the BOK Financial Corporation 1992 Stock Option Plan.

*    Registration  Statement (Form S-8, No. 33-70102)  pertaining to the Reoffer
     Prospectus of the BOK Financial Corporation 1993 Stock Option Plan.

*    Registration  Statement (Form S-8, No. 33-79834)  pertaining to the Reoffer
     Prospectus of the BOK Financial Corporation 1994 Stock Option Plan.

*    Registration  Statement (Form S-8, No. 33-79836)  pertaining to the Reoffer
     Prospectus of the BOK Financial  Corporation  Directors' Stock Compensation
     Plan.

*    Registration  Statement (Form S-8, No. 333-32649) pertaining to the Reoffer
     Prospectus of BOK Financial Corporation 1997 Stock Option Plan.

*    Registration  Statement (Form S-8, No. 333-93957) pertaining to the Reoffer
     Prospectus of BOK Financial Corporation 2000 Stock Option Plan.

*    Registration Statement (Form S-8, No. 333-40280 ) pertaining to the Reoffer
     Prospectus  of  the  BOK  Financial  Corporation  Thrift  Plan  for  Hourly
     Employees.



/s/ Ernst & Young LLP
Tulsa, Oklahoma
March 27, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>FDS 12/31/00
<TEXT>

<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BOK
FINANCIAL CORPORATION'S 10-K FOR THE PERIOD ENDED DECEMBER 31, 2000 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000875357
<NAME>                        BOK FINANCIAL CORPORATION
<MULTIPLIER>                  1,000

<S>                             <C>
<PERIOD-TYPE>                   Year
<FISCAL-YEAR-END>                            DEC-31-2000
<PERIOD-END>                                 DEC-31-2000
<CASH>                                          701,424
<INT-BEARING-DEPOSITS>                                0
<FED-FUNDS-SOLD>                                 49,305
<TRADING-ASSETS>                                 39,865
<INVESTMENTS-HELD-FOR-SALE>                   2,763,820
<INVESTMENTS-CARRYING>                          233,371
<INVESTMENTS-MARKET>                            233,867
<LOANS>                                       5,517,862
<ALLOWANCE>                                      82,655
<TOTAL-ASSETS>                                9,748,334
<DEPOSITS>                                    6,046,005
<SHORT-TERM>                                  2,427,738
<LIABILITIES-OTHER>                             114,660
<LONG-TERM>                                     456,355
<PREFERRED-MANDATORY>                                13
<PREFERRED>                                          12
<COMMON>                                              3
<OTHER-SE>                                      703,548
<TOTAL-LIABILITIES-AND-EQUITY>                9,748,334
<INTEREST-LOAN>                                 454,077
<INTEREST-INVEST>                               180,275
<INTEREST-OTHER>                                  4,378
<INTEREST-TOTAL>                                638,730
<INTEREST-DEPOSIT>                              208,249
<INTEREST-EXPENSE>                              369,843
<INTEREST-INCOME-NET>                           268,887
<LOAN-LOSSES>                                    17,204
<SECURITIES-GAINS>                                2,059
<EXPENSE-OTHER>                                 302,815
<INCOME-PRETAX>                                 147,771
<INCOME-PRE-EXTRAORDINARY>                            0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                    100,140
<EPS-BASIC>                                        2.01
<EPS-DILUTED>                                      1.80
<YIELD-ACTUAL>                                     3.56
<LOANS-NON>                                      39,661
<LOANS-PAST>                                     15,467
<LOANS-TROUBLED>                                     87
<LOANS-PROBLEM>                                 126,893
<ALLOWANCE-OPEN>                                 76,234
<CHARGE-OFFS>                                    14,801
<RECOVERIES>                                      4,018
<ALLOWANCE-CLOSE>                                82,655
<ALLOWANCE-DOMESTIC>                             82,655
<ALLOWANCE-FOREIGN>                                   0
<ALLOWANCE-UNALLOCATED>                           6,649






</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
