


                            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%
------------------------------------------------ ------------
