<SUBMISSION>
<ACCESSION-NUMBER>0000875357-09-000013
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>6
<FILING-DATE>20090428
<DATE-OF-FILING-DATE-CHANGE>20090428
<EFFECTIVENESS-DATE>20090428
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BOK FINANCIAL CORP ET AL
<CIK>0000875357
<ASSIGNED-SIC>6021
<IRS-NUMBER>731373454
<STATE-OF-INCORPORATION>OK
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-158846
<FILM-NUMBER>09775803
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>BANK OF OKLAHOMA TOWER
<STREET2>PO BOX 2300
<CITY>TULSA
<STATE>OK
<ZIP>74192
<PHONE>9185953025
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>BANK OF OKLAHOMA TOWER
<STREET2>P O BOX 2300
<CITY>TULSA
<STATE>OK
<ZIP>74192
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>forms8.txt
<DESCRIPTION>FORM S-8
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                            BOK FINANCIAL CORPORATION
             (exact name of registrant as specified in its charter)

Oklahoma                                                            73-1373454
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                          Identification No.)


Bank of Oklahoma Tower, Tulsa, Oklahoma                                  74172
(Address of Principal Executive Office)                             (Zip code)


              BOK Financial Corporation 2009 Omnibus Incentive Plan
                              (Full Title of Plan)


                                Tamara R. Wagman
                            Frederic Dorwart, Lawyers
                                  Old City Hall
                             124 East Fourth Street
                           Tulsa, Oklahoma 74103-5010
                     (Name and Address of agent for service)

                                 (918) 583-9922
          (Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated file, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchanges Act.

           Large accelerated filer    X           Accelerated filer
           Non-accelerated filer                  Smaller reporting company


<TABLE>
                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------

   Title of          Amount to           Proposed Maximum        Proposed Maximum     Amount
   Securities        be registered(1)    offering price per      aggregate            of
   to be                                 unit(2)                 offering price(2)    registration fee(2)
   Registered
_________________________________________________________________________________________________________
   Common Stock,
<S>                  <C>                 <C>                     <C>                  <C>
   $0.00006 par      5,000,000           $38.68                  $193,400,000         $10,791.72
   value
</TABLE>

(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.
(2)      Estimated pursuant to Rule 457(c).

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information required by Item 1 of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the Securities Act). Such documents are not
required to be and are not filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, any of the other
documents required to be delivered to Plan participants pursuant to Rule 428(b),
and any additional information about the Plan and its administrators are
available without charge by contacting:

                            BOK Financial Corporation
                                  P.O. Box 2300
                              Tulsa, Oklahoma 74172
                                 (918) 588-6000
                               Attn: Gregg Jaynes

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         BOK Financial has registered its Common Stock under Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act"), effective August 13,
1991, and is currently subject to the informational requirements of the Exchange
Act. BOK Financial has been subject to the reporting requirements of the
Exchange Act since August 13, 1991, and, therefore, BOK Financial filed its
first annual report on Form 10-K for the year ending December 31, 1991. The
following documents have been filed with the Securities Exchange Commission
("Commission") by BOK Financial and are hereby incorporated by reference:

(a)  Annual Report on Form 10-K for the year ended  December 31, 2008 filed with
     the Commission on February 27, 2009;

(b)  The  Company's  Current  Reports on Form 8-K filed with the  Commission  on
     January 20, January 23, January 28,, and March 2, 2009;

(c)  The  description  of BOK  Financials  capital stock  contained on page 2 in
     Registration  Statement  on Form 10, as amended by filings on Form 8, filed
     under the Exchange Act (Registration No. 0-19341),  including any amendment
     or report filed for the purpose of updating such description.

         In addition, all documents filed by BOK Financial pursuant to Section
13(a), 13(c), 14 and 15 (d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein, or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein, modifies

<PAGE>

or supersedes such statement.  Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  None.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Oklahoma Business Corporation Act and Article VI of the Bylaws of
BOK Financial Corporation provide BOK Financial Corporation with broad powers
and authority to indemnify its directors and officers and to purchase and
maintain insurance for such purposes. Pursuant to such statutory and Bylaw
provisions, BOK Financial Corporation has purchased insurance against certain
costs of indemnification of its officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.  EXHIBITS

Exhibit No.

4.0  BOK Financial Corporation 2009 Omnibus Incentive Plan.

5.0  Opinion of Frederic  Dorwart,  Lawyers,  regarding whether the Common Stock
     registered  herein,  when  sold,  will be  legally  issued,  fully paid and
     non-assessable.

23.0 Consent of Frederic  Dorwart,  Lawyers  (included  in the Opinion  filed as
     Exhibit 5.0).

23.1 Consent of Ernst & Young L.L.P.

24.0 Power of Attorney. See pages viii and ix.

99.0 Annual  Report on Form 10-K filed with the  Commission on February 27, 2009
     is incorporated herein by this reference.

99.1 The  description of BOK  Financial's  capital stock  contained on page 2 in
     Registration  Statement  on Form 10, as amended by filings on Form 8, filed
     under the Exchange Act (Registration No. 0-19341),  including any amendment
     or  report  filed  for  the  purpose  of  updating  such   description   is
     incorporated herein by this reference.

ITEM 9.  UNDERTAKINGS

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file during any period in which  offers or sales are being made,  a
          post-effective amendment to this Registration Statement to;

          (i)  include  any  prospectus  required  by  Section  10(a)(3)  of the
               Securities Act of 1933;

          (ii) reflect in the  prospectus  any facts or events arising after the
               effective  date of the  registration  statement  (or most  recent
               post-effective  amendment thereof) which,  individually or in the
               aggregate,  represent a fundamental change in the information set
               forth  in  the  registration   statement.   Notwithstanding   the
               foregoing,  any  increase  or  decrease  in volume of  securities
               offered (if the total

<PAGE>

               dollar value of  securities  offered  would not exceed that which
               was registered) and any deviation from the low or high end of the
               estimated  maximum offering range may be reflected in the form of
               prospectus filed with the Commission  pursuant to Rule 424(b) if,
               in the  aggregate,  the changes in volume and price  represent no
               more than a 20 percent change in the maximum  aggregate  offering
               price set forth in the Calculation of  Registration  Fee table in
               the effective registration statement; and

          (iii) include any  additional  or changed  material  information  with
               respect to the plan of distribution  not previously  disclosed in
               the registration  statement or any material statement;  provided,
               however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
               the  information  required  to be  included  in a  post-effective
               amendment by those  paragraphs  is contained in periodic  reports
               filed  with or  furnished  to the  Commission  by the  Registrant
               pursuant to Section 13 or 15(d) or the Securities Exchange Act of
               1934  that are  incorporated  by  reference  in the  registration
               statement.

     (2)  That,  for  the  purposes  of  determining  any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering for such  securities  at the time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of  post-effective  amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934 (and, where applicable,  each filing of an
     employee  benefit  plan's  annual  report  pursuant to Section 15(d) of the
     Securities  Exchange Act of 1934) that is  incorporated by reference in the
     registration  statement shall be deemed to be a new registration  statement
     relating  to the  securities  offered  therein,  and the  offering  of such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant  of expenses  incurred or paid by  director,  officer or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the  opinion of it counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirement of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tulsa, State of Oklahoma on the 28th
day of April, 2009.

                          BOK FINANCIAL CORPORATION

                          By: /s/ Stanley A. Lybarger
                              -------------------------------------------------
                              Stanley A. Lybarger, Chief Executive Officer

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
Signature                                               Title                                  Date

<S>                                            <C>                                         <C>
/s/ George B. Kaiser                           Chairman of the Board                     April 28, 2009
-----------------------------------
George B. Kaiser

/s/ Stanley A. Lybarger                        President, Chief Executive Officer        April 28, 2009
-----------------------------------            and Director
Stanley A. Lybarger

/s/ Steven E. Nell                             Executive Vice President and              April 28, 2009
-----------------------------------           Chief Financial Officer
Steven E. Nell

/s/ John C. Morrow                             Senior Vice President and Chief           April 28, 2009
-----------------------------------            Accounting Officer
John C. Morrow

/s/ Gregory S. Allen                           Director                                  April 28, 2009
-----------------------------------
Gregory S. Allen

/s/ C. Fred Ball, Jr.                          Director                                  April 28, 2009
-----------------------------------
C. Fred Ball, Jr.

/s/ Sharon J. Bell                             Director                                  April 28, 2009
-----------------------------------
Sharon J. Bell

/s/ Peter C. Boylan, III                       Director                                  April 28, 2009
-----------------------------------
Peter C. Boylan, III

/s/ Chester Cadiuex, III                       Director                                  April 28, 2009
-----------------------------------
Chester Cadiuex, III

                                               Director                                  April 28, 2009
-----------------------------------
Joseph W. Craft, III

/s/ William E. Durrett                         Director                                  April 28, 2009
-----------------------------------
William E. Durrett

/s/ John W. Gibson                             Director                                  April 28, 2009
-----------------------------------
John W. Gibson

/s/ David F. Griffin                           Director                                  April 28, 2009
-----------------------------------
David F. Griffin

/s/ V. Burns Hargis                            Director                                  April 28, 2009
-----------------------------------
V. Burns Hargis

                                               Director                                  April 28, 2009
-----------------------------------
E. Carey Joullian, IV

/s/ Robert J. LaFortune                        Director                                  April 28, 2009
-----------------------------------
Robert J. LaFortune

/s/ Steven J. Malcolm                          Director                                  April 28, 2009
-----------------------------------
Steven J. Malcolm

/s/ E.C. Richards                              Director                                  April 28, 2009
-----------------------------------
E.C. Richards
</TABLE>

<PAGE>

THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma,
as of April 28, 2009.

                  BOK FINANCIAL 2009 OMNIBUS INCENTIVE PLAN


             By    /s/ George B. Kaiser
                  --------------------------------------------------------------
                  George B. Kaiser, Chairman of the Board of BOK Financial
                  Corporation


             By   /s/ Stanley A. Lybarger
                  --------------------------------------------------------------
                  Stanley A.  Lybarger,  President,  Chief  Executive  Officer
                  and  Director of BOK Financial Corporation

<PAGE>

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes George B.
Kaiser to file one or more amendments (including post-effective amendments) to
the Registration Statement, which amendments may make such changes in the
Registration Statement as Mr. Kaiser deems appropriate, and each such person
hereby appoints George B. Kaiser as attorney-in-fact to execute in the name and
on behalf of each person individually, and in each capacity stated below, any
such amendment to the Registration Statement.

<TABLE>
<S>                                            <C>                                        <C>
/s/ George B. Kaiser                           Chairman of the Board                     April 28, 2009
-----------------------------------
George B. Kaiser

/s/ Stanley A. Lybarger                        President, Chief Executive Officer        April 28, 2009
-----------------------------------            and Director
Stanley A. Lybarger

/s/ Steven E. Nell                             Executive Vice President and              April 28, 2009
-----------------------------------           Chief Financial Officer
Steven E. Nell

/s/ John C. Morrow                             Senior Vice President and Chief           April 28, 2009
-----------------------------------            Accounting Officer
John C. Morrow

/s/ Gregory S. Allen                           Director                                  April 28, 2009
-----------------------------------
Gregory S. Allen

/s/ C. Fred Ball, Jr.                          Director                                  April 28, 2009
-----------------------------------
C. Fred Ball, Jr.

/s/ Sharon J. Bell                             Director                                  April 28, 2009
---------------------------------------
Sharon J. Bell

/s/ Peter C. Boylan, III                       Director                                  April 28, 2009
-----------------------------------
Peter C. Boylan, III

/s/ Chester Cadiuex, III                       Director                                  April 28, 2009
-----------------------------------
Chester Cadiuex, III

                                               Director                                  April 28, 2009
-----------------------------------
Joseph W. Craft, III

/s/ William E. Durrett                         Director                                  April 28, 2009
-----------------------------------
William E. Durrett

/s/ John W. Gibson                             Director                                  April 28, 2009
-----------------------------------
John W. Gibson

/s/ David F. Griffin                           Director                                  April 28, 2009
-----------------------------------
David F. Griffin

/s/ V. Burns Hargis                            Director                                  April 28, 2009
-----------------------------------
V. Burns Hargis

                                               Director                                  April 28, 2009
-----------------------------------
E. Carey Joullian, IV

/s/ Robert J. LaFortune                        Director                                  April 28, 2009
-----------------------------------
Robert J. LaFortune


/s/ Steven J. Malcolm                          Director                                  April 28, 2009
-----------------------------------
Steven J. Malcolm

/s/ E.C. Richards                              Director                                  April 28, 2009
-----------------------------------
E.C. Richards
</TABLE>

<PAGE>

                                INDEX TO EXHIBITS


Exhibit
Number            Description of Exhibits

4.0               BOK Financial Corporation 2009 Omnibus Incentive Plan

5.0               Opinion of Frederic Dorwart, Lawyers, regarding whether the
                  Common Stock registered herein, when sold, will be legally
                  issued, fully paid, and non-assessable

23.0              Consent of Frederic Dorwart, Lawyers, (included in the
                  opinion filed as Exhibit 5.0)

23.1              Consent of Ernst & Young LLP

24.0              Power of Attorney
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>exhibit4.txt
<DESCRIPTION>EXHIBIT 4.0
<TEXT>
                                   Exhibit 4.0

                            BOK FINANCIAL CORPORATION
                           2009 OMNIBUS INCENTIVE PLAN

         Adopted by Action of the Independent Compensation Committee of

                BOK Financial Corporation taken February 24, 2009

          Adopted by Certificate of Action of the Board of Directors of

                BOK Financial Corporation dated February 24, 2009

     Approved by Shareholders of BOK Financial Corporation on April 28, 2009


         On April 28, 2009, BOK Financial Corporation registered on Securities
and Exchange Commission Form S-8 pursuant to the Securities Act of 1933,
5,000,000 shares of BOK Financial Corporation Common Stock, $0.00006 par value,
for issuance in connection with the BOKF 2009 Omnibus Incentive Plan. This
document constitutes part of a Section 10(a) Prospectus covering the securities
that have been registered under the Securities Act of 1933. The documents
constituting the Section 10(a) Prospectus are held in a file maintained by the
Benefits Department of Human Resources and may be reviewed or obtained, without
charge, upon written or oral request made to the Compensation Department of
Human Resources of Bank of Oklahoma, National Association, P.O. Box 2300, Tulsa,
Oklahoma 74172, telephone number (918) 588-6277.

<PAGE>

                            BOK FINANCIAL CORPORATION
                           2009 OMNIBUS INCENTIVE PLAN

         THIS 2009 OMNIBUS INCENTIVE PLAN (the "Plan") of BOK Financial
Corporation (the "Company"), an Oklahoma corporation with its principal office
in Tulsa, Oklahoma, sets forth the terms and conditions under which stock
options and restricted stock may be granted from time to time to its officers,
executives, and key employees, subject to the following provisions:

1. Purpose. The purpose of the Plan is to advance the interests of the Company
by awarding to certain officers, executives, and other key employees of the
Company and its subsidiaries who make exceptional contributions to the Company
by their ability, loyalty, industry, and innovativeness: (a) stock options
("Stock Options") to purchase shares of the common capital stock of the Company,
par value $0.00006 per share ("Common Stock"), and/or (b) restricted shares of
the Common Stock ("Restricted Stock"). The Company intends that the Plan will
closely associate the interests of officers, executives, and key employees with
those of the Company's shareholders and will facilitate securing, retaining, and
motivating officers, executives, and employees of high caliber and potential.

2.       Administration.

         (a) Awards of Stock Options and/or of Restricted Stock pursuant to the
         Executive Incentive Plan. Stock Options or Restricted Stock awarded
         pursuant to the 2003 Executive Incentive Plan, as amended (the "EIP")
         shall be administered by the Independent Compensation Committee of the
         Board of Directors (the "Committee") of the Company (the "EIP Awards").
         With regard to the EIP Awards, the Committee shall have full and final
         authority in its discretion to interpret conclusively the provisions of
         the Plan; to decide all questions of fact arising in its application;
         to determine the employees to whom awards shall be made under the Plan;
         to determine the award to be made and the amount, size, terms and
         restrictions of each such award; to determine the time when awards will
         be granted; and to make all other determinations necessary or advisable
         for the administration of the Plan.

         (b) Awards of Stock Options and/or of Restricted Stock outside of the
         Executive Incentive Plan. Stock Options or Restricted Stock awarded
         other than pursuant to the EIP shall be administered by the Chief
         Executive Officer (the "CEO") (the "Non-EIP Awards"). With regard to
         the Non-EIP Awards, the CEO shall have full and final authority in his
         discretion to interpret conclusively the provisions of the Plan; to
         decide all questions of fact arising in its application; to determine
         the employees to whom awards shall be made under the Plan; to determine
         the award to be made and the amount, size, terms and restrictions of
         each such award; to determine the time when awards will be granted; and
         to make all other determinations necessary or advisable for the
         administration of the Plan.

3. Shares Subject to Plan. The shares issued under the Plan, whether issued as
Stock Options or as Restricted Stock or some combination of Stock Options and
Restricted Stock, shall not exceed in the aggregate five million (5,000,000)
shares of Common Stock. Such shares shall be authorized and unissued shares. Any
shares which are awarded hereunder and subsequently forfeited shall again be
available under the Plan.

4. Participants. Persons eligible to participate in the Plan and to receive
awards of Stock Options or Restricted Stock under the Plan shall be limited to
full-time employees of the Company and its subsidiaries who, in the judgment of
the Committee or the CEO, make a significant impact upon the profitability of
the Company through their decisions, actions and counsel. Those employees to
whom awards of Stock Options or Restricted Stock are granted ("Participants")
shall be notified by a letter of award ("Award Letter"), which shall bear the
date on which the Award Letter is issued (the "Award Date").

5. Maximum Shares Per Participant. No more than 200,000 shares of Common Stock
subject to Stock Options, and no more than 60,000 shares of Restricted Stock,
shall be issued to a single Participant in any single year.

<PAGE>

6. The Stock Options. The Stock Options established hereby are the right to
purchase shares of Common Stock of the Company on the terms and conditions
hereafter set forth in this and succeeding sections of the Plan:

         (a) Participants may receive awards of Stock Options at any time prior
          to April 28, 2019.

         (b) The Stock Options owned by each Participant shall entitle the
         Participant, subject to the terms and conditions hereof, and, if
         applicable, the terms of the EIP, to purchase that number of shares of
         Common Stock set forth in one or more Award Letters delivered to the
         Participant from time to time ("Stock Option Shares").

         (c) The purchase price of shares subject to the Stock Options shall be
         the fair market value for BOKF Common Stock on NASDAQ on the Award Date
         (the "Option Price").

         (d) The Stock Options may be exercised in accordance with, and only in
         accordance with, the following schedule:

                  (i) At any time and from time to time one calendar year after
                  the Award Date and prior to four calendar years after the
                  Award Date, with respect to one seventh (1/7) of the Stock
                  Option Shares set forth in the Award Letter.

                  (ii) At any time and from time to time two calendar years
                  after the Award Date and prior to five calendar years after
                  the Award Date, with respect to one seventh (1/7) of the Stock
                  Option Shares set forth in the Award Letter.

                  (iii) At any time and from time to time three calendar years
                  after the Award Date and prior to six calendar years after the
                  Award Date, with respect to one seventh (1/7) of the Stock
                  Option Shares set forth in the Award Letter.

                  (iv) At any time and from time to time four calendar years
                  after the Award Date and prior to seven calendar years after
                  the Award Date, with respect to one seventh (1/7) of the Stock
                  Option Shares set forth in the Award Letter.

                  (v) At any time and from time to time five calendar years
                  after the Award Date and prior to eight calendar years after
                  the Award Date, with respect to one seventh (1/7) of the Stock
                  Option Shares set forth in the Award Letter.

                  (vi) At any time and from time to time six calendar years
                  after the Award Date and prior to nine calendar years after
                  the Award Date, with respect to one seventh (1/7) of the Stock
                  Option Shares set forth in the Award Letter.

                  (vii) At any time and from time to time seven calendar years
                  after the Award Date and prior to ten calendar years after the
                  Award Date, with respect to one seventh (1/7) of the Stock
                  Option Shares set forth in the Award Letter.

         (e) The Stock Options may be exercised only by delivering (i) a written
         notice of exercise (stating the fact that Stock Options are being
         exercised, the Award Date, and the number of shares being purchased)
         and (ii) payment in full of the purchase price of the shares being
         purchased to the Compensation Department of Human Resources of Bank of
         Oklahoma, National Association. Payment shall be made (i) by personal
         check of the Participant, (ii) in cash or its equivalent, or (iii) by
         tendering shares of Common Stock having a value equal to the purchase
         price based on the closing price quoted for Common Stock on NASDAQ on
         the trading day immediately preceding the date of exercise, or (iv) a
         combination of (i), (ii), or (iii).

7. The Restricted Stock. Subject to the provisions of Section 8(c), (d) and (e)
all restrictions on the Restricted Stock issued pursuant to the Plan shall lapse
as follows:

<PAGE>

         (a) Restricted Stock Awarded Pursuant to the EIP. All restrictions on
         the Restricted Stock issued to a Participant pursuant to the EIP shall
         lapse:

                  (i) for initial grants of Restricted Stock, on the fifth
                  anniversary of the last day of the year for which the
                  restricted shares were issued (the "Initial Shares 5th
                  Anniversary Date");

                  (ii) for grants of Restricted Stock as a result of exceeding
                  target performance at the end of at the EIP performance
                  period, on the second anniversary of the last day of the year
                  for which the shares were issued (the "Additional Shares 2nd
                  Anniversary Date");

         provided that after the Initial Shares 5th Anniversary Date and the
         Additional Shares 2nd Anniversary Date, as applicable, such restricted
         shares may not be sold unless, following such sale, the Participant
         would own that number of shares of Common Stock provided for in the
         Executive Management BOKF Common Stock Ownership Guidelines which may
         be established from time to time by the Committee (the "EIP Restricted
         Stock Period").

         (b) Restricted Stock Awarded Other than Pursuant to the EIP and Special
         Grants. All restrictions on Restricted Stock issued to a Participant
         (other than pursuant to the EIP or a Special Grant (as defined below))
         shall lapse on the fifth anniversary of the date the Restricted Stock
         was issued (the "Non-EIP Restricted Stock Period").

         (c) Special Grants. The CEO, at his option, may issue special grants of
         Restricted Stock for hiring and retention purposes ("Special Grants").
         The Award Letter provided to the Participant shall specify the terms
         and conditions upon which restrictions on Special Grants shall lapse
         (the "Special Grant Restricted Stock Period").

         (d) Vesting. A Restricted Stock is considered vested when the EIP
         Restricted Stock Period, the Non-EIP Restricted Stock Period, or the
         Special Grant Restricted Stock Period, as applicable, lapses.

         (e) Voting and Dividends. Other than as limited by the Plan,
         Participants shall have all other rights of a shareholder including,
         but not limited to, the right to vote and receive dividends on such
         Participant's Restricted Stock prior to vesting.

         (f) Book Entry. Restricted Stock shall be issued and outstanding on the
         shareholder ledgers maintained by the Company's transfer agent. No
         physical certificates shall be issued for the Restricted Stock. The
         Company, without further action by a Participant, may cancel such
         Participant's Restricted Stock in accordance with the Plan, the EIP,
         Award Letters, or Employment Agreements.

8. Restrictions and Forfeiture. All Stock Options and Restricted Stock granted
under the Plan shall be evidenced by the Award Letter provided to the
Participant, and be subject to its terms and to the terms of this Plan,
including the following restrictions and forfeitures:

         (a) Non-Transferability.

                  (i)      Stock Options awarded may not be sold, assigned,
                           transferred, exchanged, pledged, hypothecated, or
                           otherwise encumbered, other than by will or by the
                           laws of descent and distribution.

                  (ii)     Restricted Stock awarded, and the right to vote such
                           shares and to receive dividends thereon, may not be
                           sold, assigned, transferred, exchanged, pledged,
                           hypothecated, or otherwise encumbered during the
                           applicable Restricted Stock Period specified herein,
                           other than by will or by the laws of descent and
                           distribution.
<PAGE>

         (b) Forfeiture. All Stock Options (to the extent not previously
         exercised) and all Restricted Stock (regardless of issue date), will
         terminate and be forfeited if the Participant's employment with the
         Company or its subsidiaries is terminated for any reason, including
         death, disability, retirement, resignation or involuntary termination
         (whether such involuntary termination is with or without cause),
         provided:

                  (i) The Committee, as to EIP Awards, and the CEO, as to
                  Non-EIP Awards, may, in their respective sole discretions
                  (which discretion may be exercised arbitrarily) and subject to
                  approval by the Board of Directors of the Company, extend the
                  termination of Stock Options or Restricted Stock awards in
                  special circumstances;

                  (ii) In the event of the termination of employment of a
                  Participant by reason of death or disability, the Participant
                  (or in the event of death, the personal representative of the
                  Participant) may purchase, any of Participant's Stock Options
                  which the Participant had the right to purchase immediately
                  preceding the date of the Participant's termination of
                  employment within the period of time such Participant could
                  have, but for such termination, exercised such Stock Options;

                  (iii) In the event of termination of employment of a
                  Participation by reason of resignation, retirement or
                  involuntary termination which is other than "for cause" as
                  defined in Section 8 (b)(vi) below, the Participant may
                  purchase, within 90 days of the date of the Participant's
                  termination of employment, any of Participant's Stock Options
                  which the Participant had the right to purchase immediately
                  preceding the date of the Participant's termination of
                  employment.

                  (iv) In the event a Participant's employment is involuntarily
                  terminated by the Company without cause (as described below)
                  and such involuntary termination without cause is within one
                  year following a Change of Control (as defined below), the
                  Participant may purchase, within 90 days of the date of the
                  Participant's termination of employment, all of Participant's
                  Stock Option Common Shares (to the extent not previously
                  purchased), and all the restrictions on the Participant's
                  Restricted Stock shall lapse.

                  (v) A "Change of Control" shall be deemed to have occurred if,
                  and only if:

                           (A) George B. Kaiser, affiliates of George B. Kaiser,
                           and/or members of the family of George B. Kaiser
                           and/or the George Kaiser Family Foundation and/or any
                           charitable trust (including any charitable income
                           trust), or other charitable legal entity created by
                           Georg B. Kaiser collectively cease to own more shares
                           of the voting capital stock of Company than any other
                           shareholder (or group of shareholders acting in
                           concert to control the Company to the exclusion of
                           George B. Kaiser, affiliates of George B. Kaiser,
                           members of the family of George B. Kaiser or the
                           George Kaiser Family Foundation); or,

                           (B) The Company shall cease to own more than 50% of
                           the voting capital stock of Bank of Oklahoma,
                           National Association.

                  (vi) A Participant shall be deemed to have been terminated
                  "with cause" if the Board of Directors of the Company
                  determines (in its sole discretion provided only that such
                  discretion is exercised with honesty in fact) that the
                  Participant was terminated by reason of (A) any failure to
                  substantially perform

<PAGE>

                  Participant's employment obligations to
                  the Company in a satisfactory manner, (B) any intentional act
                  materially injurious to the Company, (C) any act of moral
                  turpitude, (D) any material dishonest or fraudulent act, or
                  (E) any refusal to obey orders or instructions of the
                  Participant's appropriate supervisors or seniors.

                  (viii) A Participant shall be deemed employed by the Company
                  so long as and only so long as the employee is in the
                  employment of BOK Financial Corporation or a direct or
                  indirect subsidiary of BOK Financial Corporation in which BOK
                  Financial Corporation owns, directly or indirectly, more
                  shares of the voting capital stock than any other shareholder
                  (or group of shareholders acting in concert to control such
                  subsidiary to the exclusion of the Company).

                  (ix) Dividends paid or payable on the Restricted Stock prior
                  to forfeiture will not be forfeited or otherwise need to be
                  refunded to the Company, even if the shares themselves have
                  been forfeited.

          (c) Resale. Common Stock acquired by a Participant pursuant to the
         Plan may be resold only pursuant to the provisions of Section 19
         hereof.

         (d) EIP Restrictions. Stock Options and Restricted Stock awarded
         pursuant to the EIP are subject to the performance measures and terms
         of the EIP. In the event there is a conflict between this Plan and/or
         an Award Letter and the EIP, the EIP shall control.

          (e) Individual Employment Agreements. Stock Options and Restricted
         Stock issued pursuant to, or governed by, an individual employment
         agreement between a Participant and the Company or one of its
         affiliates (an "Employment Agreement") shall be subject to the terms of
         such Employment Agreement. In the event of a conflict between the Plan
         and an Employment Agreement, the Employment Agreement shall prevail.

9. Fair market value. Fair market value as of any date shall be the closing
price at which shares of Company Common Stock were sold on the valuation day as
quoted by NASDAQ or, if there were no sales on that date, then on the last day
prior to the valuation day during which there were sales (the "Fair Market
Value").

10. Rights to Terminate Employment. Nothing in the Plan or in any Award Letter
shall confer upon any Participant the right to continue in the employment of the
Company, nor affect any right which the Company may have to terminate the
employment of such Participant.

11. Withholding. Whenever the Company proposes or is required to issue or
transfer shares of Common Stock under the Plan, the Company shall have the right
to withhold from sums due the Participant, or to require the Participant to
remit to the Company, any amount sufficient to satisfy any federal, state and/or
local withholding tax requirements prior to the delivery of any certificate for
such shares.

12. Tax Effects.

         (a) The Plan is not qualified under Section 401(a) of the Internal
         Revenue Code.

         (b) Unless otherwise allowed or required by tax law, the Company will
         be entitled to an income tax deduction (i) with regard to Stock
         Options, at the date of exercise of the Stock Options by the
         Participants and (ii) with regard to Restricted Stock when the
         Restricted Stock vests. The amount of the deduction will be equal to
         (i) with regard to Stock Options, the spread between the Fair Market
         Value and the Option Price and (ii) with regard to Restricted Stock,
         the Fair Market Value of the Restricted Stock on the vesting date

         (c) Participants should consult their tax advisors as to the tax effect
         of Stock Options and Restricted Stock received under the Plan as
         individual circumstances and changes to tax laws and

<PAGE>

          regulations  may change the tax  treatment  of the Stock  Options  and
          Restricted  Stock.  Generally,  Participants will recognize income (i)
          with  regard to Stock  Options,  at the date of  exercise of the Stock
          Options and (ii) with regard to Restricted  Stock, on the vesting date
          (unless  the  Participant  elects to  recognize  income on the date of
          grant), in an amount equal to the deduction allowed to the Company, as
          Section 12(b) above.  Income recognized due to the exercise of a Stock
          Option or vesting of Restricted  Stock will be subject to  withholding
          and reported to the employee on form W-2. Generally, participants will
          not be  subject  to any  further  income  recognition  until a taxable
          transaction  occurs  involving  the  vested  stock,  in  the  case  of
          Restricted  Stock,  or the  purchase  of  stock,  in the case of Stock
          Options.  The basis in the stock is equal to the (i) Fair Market Value
          at the date of exercise for the Stock Options and (ii) the Fair Market
          Value at the date of  vesting  for the  Restricted  Stock,  and future
          transactions  will be subject to capital  asset  rules.  However,  the
          amount of taxable  income and the basis on the  Restricted  Stock will
          also depend on whether the  Participant  makes an 83(b) election under
          the Internal Revenue Service code.

13. Non-Uniform Determinations. The determinations by the Committee or the CEO
under the Plan (including, without limitation, determinations of the persons to
receive awards, the form, amount and the timing of such awards, and the terms
and provisions of such awards) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, awards under
the Plan, regardless of whether such persons are similarly situated.

14. Adjustments. In the event of any change in the outstanding Common Stock by
reason of a stock dividend or distribution, recapitalization, merger,
consolidation, split-up, combination, exchange of shares or the like, the
Committee and/or the CEO shall appropriately adjust the number and class of
shares which may be issued under the Plan and shall provide for corresponding
equitable adjustments in shares previously awarded and still subject to
restrictions hereunder.

15. Amendment. The Board of Directors of the Company may discontinue, suspend or
amend the Plan at any time, except that without shareholder approval, the Board
of Directors may not materially (a) increase the maximum number of shares which
may be issued under the Plan (other than increases pursuant to paragraph 14
hereof); (b) increase the benefits accruing to participants under the Plan; (c)
modify the requirements as to eligibility for participation in the Plan; or (d)
modify the Plan in a way which, by law or regulation, would require shareholder
approval. Stock Options issued pursuant to the Plan may not be re-priced.

16. Effect on Other Plans. Participation in the Plan shall not affect an
employee's eligibility to participate in any other benefit or incentive plan of
the Company, and any awards made pursuant to the Plan shall not be used in
determining the benefits provided under any other plan of the Company, unless
specifically provided in such other plan.

17. Duration of the Plan. The Plan shall become effective when it is approved by
the shareholders of the Company. The Plan shall remain in effect until all Stock
Options awarded under the Plan have been exercised or have expired or all
Restricted Stock awarded under the Plan are free of all restrictions imposed by
the Plan and applicable Award Letters, whichever is later, but no award shall be
made more than ten years after the date the Plan is approved by the shareholders
of the Company.

18. Successors. This Plan shall bind any successor of the Company, its assets or
its businesses (whether direct or indirect, by purchase, merger, consolidation
or otherwise), in the same manner and to the same extent that the Company would
be obligated under this Plan if no succession had taken place. In the case of
any transaction in which a successor would not by the foregoing provision or by
operation of law be bound by this Plan, the Company shall require such successor
expressly and unconditionally to assume and agree to perform the Company's
obligations under this Plan, in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place. The
term "Company," as used in the Plan, shall mean the Company as hereinbefore
defined and any successor or assignee to the business or assets which by reason
hereof becomes bound by this Plan.

<PAGE>

19. Reoffer or Resale of Common Stock Acquired Pursuant to the Plan. The reoffer
or resale of Company Common Stock acquired by a Participant pursuant to the Plan
shall be subject to the following terms and conditions:

         (a) If the Participant is an affiliate of the Company, the reoffer or
         resale of Company Common Stock may be made by the Participant only (i)
         by means of a reoffer prospectus pursuant to an effective registration
         statement on Form S-8 or (ii) in accordance with the provisions of SEC
         Rule 144 or (iii) pursuant to the determination of the Company's
         general counsel that there is an available exemption under the federal
         and state securities laws.

         (b) If the Participant is not an affiliate of the Company, the reoffer
         or resale is not subject to restriction, except as set forth in Section
         19(c) of this Plan.

         (c) Prior to reoffering or reselling any Company Common Stock acquired
         pursuant to this Plan, the Participant shall advise the Compensation
         Department of Human Resources of Bank of Oklahoma, National Association
         which shall refer the matter to the Company's general counsel. The
         Company's general counsel shall determine whether the Participant is an
         affiliate or a non-affiliate of Company. If the Company's general
         counsel determines Participant is an affiliate, the Participant shall
         offer and sell the Company Common Stock only as provided by Section
         19(a).

20. Miscellaneous Provisions. The following miscellaneous provisions shall apply
to the Plan:

         (a)  This Plan is made and executed in Tulsa County, Oklahoma;

         (b)  This Plan shall be subject to, and interpreted in accordance with,
              the laws of the State of Oklahoma;

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

         (d)  Headings used in the Plan are for convenience only, do not modify
              or affect the meaning of any provision herein, and shall not serve
              as a basis for interpretation or construction of the Plan;

         (e)  Rights and obligations arising under the Plan may not be assigned;
              and

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

21.      Additional Information.

         (a) The Plan is not subject to the provisions of the Employee
         Retirement Income Security Act.

         (b) No reports shall be required to be delivered to the Participants as
         to the status of their participation in the Plan. However, a
         Participant may contact the Compensation Department of Human Resources
         of Bank of Oklahoma, National Association to determine information
         regarding status of restrictions on shares issued pursuant to the Plan.

22. Incorporation of Certain Documents by Reference. The Company is subject to
the information reporting requirements of the Securities Exchange Act of 1934
and, in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). The following documents
filed with the Commission are incorporated in this part of the Section 10(a)
Prospectus by reference:

<PAGE>

         (a) Registration Statement on Form S-1 and the Prospectus included
         therein (Registration No. 33-40950), as amended, filed under the
         Securities Act of 1933 with the Commission and declared effective on
         August 13, 1991.

         (b) Registration Statement on Form 10 (Registration No. 0-19341), filed
         under the Exchange Act with the Commission, and subsequent amendments
         thereto filed on Form 8.

         (c) Information Statement and Prospectus Supplement filed with the
         Commission on November 20, 1991, under the Exchange Act and also under
         the Securities Act of 1933.

         (d) The description of Company's capital stock contained on page 2 in
         the Registration Statement on Form 10, as amended by filings on Form 8,
         filed under the Exchange Act (Registration No. 0-19341), including any
         amendment or report filed for the purpose of updating such description.

         (e) Annual Report on Form 10-K filed with the Commission on February
         27, 2009.

         (f) Additionally, all documents subsequently filed by the Company
         pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
         Exchange Act of 1934, prior to the filing of a post-effective amendment
         which indicates that all securities offered have been sold or which
         deregisters all securities then remaining unsold, shall be deemed to be
         incorporated by reference in this Registration statement and to be part
         thereof from the date of filing of such documents

         All documents incorporated by reference in this part of the Section
10(a) Prospectus and all other documents required to be delivered to employees
pursuant to Rule 428(b) of the Securities Act of 1933 may be obtained, without
charge, upon written or oral request to the Compensation Department of Human
Resources of Bank of Oklahoma, National Association at P.O. Box 2300, Tulsa,
Oklahoma 74192, telephone number (918) 588-6547. Any additional information
about the Plan or its administrators may also be obtained by contacting the
Compensation Department of Human Resources of Bank of Oklahoma, National
Association.

                    ----------------------------------------
                    Frederic Dorwart, Secretary to the Board

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>exhibit5.txt
<DESCRIPTION>EXHIBIT 5.0
<TEXT>
                                       Exhibit 5.0


April 27, 2009

BOK Financial Corporation
Bank of Oklahoma Tower
P.O. Box 2300 Tulsa, OK 74192



Re:  BOK  Financial  Corporation  SEC  Registration  Statement  on Form S-8: BOK
     Financial Corporation (Trading Symbol "BOKF"):  Shares of BOKF Common Stock
     to be  Issued  Pursuant  to the  BOK  Financial  Corporation  2009  Omnibus
     Incentive Plan.


Ladies and Gentleman:

         I have acted as counsel to BOK Financial Corporation ("BOKF") in
connection with BOKF's Registration Statement on Form S-8 being filed on or
about April 28, 2009 with the Securities and Exchange Commission which respect
to the shares of Common Stock (the "Common Stock"), $0.00006 par value, of BOKF,
authorized for issuance under the BOK Financial Corporation 2009 Omnibus
Incentive Plan. I have reviewed BOKF's Registration Statement on Form S-8,
BOKF's Certificate of Corporation, BOKF's By-laws, and such corporate
proceedings of BOKF as I have deemed appropriate for purposes of rendering this
opinion. In my opinion, upon issuance of the shares of Common Stock pursuant to
the terms of the BOK Financial Corporation 2009 Omnibus Incentive Plan, such
shares will be duly and validly issued, fully paid and non-assessable. I hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement.

                                                Sincerely,

                                            /s/ Frederic Dorwart

                                             Frederic Dorwart

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>exhibit23.txt
<DESCRIPTION>EXHIBIT 23.0
<TEXT>
                                          23.0

                      Consent of Frederic Dorwart, Lawyers

                  Included in the Opinion Filed as Exhibit 5.0

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>exhibit231.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
                                      23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 0-19341) pertaining to the 2009 Omnibus Incentive Plan of BOK Financial
Corporation of our reports dated February 26, 2009, with respect to the
consolidated financial statements of BOK Financial Corporation included in its
Annual Report (Form 10-K) for the year ended December 31, 2008, and the
effectiveness of internal control over financial reporting of BOK Financial
Corporation filed with the Securities and Exchange Commission.

                                              /s/ ERNST & YOUNG LLP


Tulsa, Oklahoma
April 27, 2009


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>6
<FILENAME>exhibit24.txt
<DESCRIPTION>EXHIBIT 24.0
<TEXT>
                                      24.0

                                POWER OF ATTORNEY

                             See pages viii and ix.
</TEXT>
</DOCUMENT>
</SUBMISSION>
