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 2003 Executive 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)
Calculation of Registration Fee
--------------------------------------------------------------------------------
Title of Amount to Proposed Maximum Proposed Maximum Amount
Securities be offering price aggregate of
to be registered** per unit* offering price* registration
Registered fee*
_______________________________________________________________________________
Common Stock,
$0.00006 par 500,000 $37.46 $18,730,000 $1,515.26
value
*Estimated pursuant to Rule 457(c).
**In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein.
i
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 74192
(918) 588-6000
Attn: Gregg Jaynes
www.bankofoklahoma.com
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:
- Annual Report on Form 10-K filed with the Commission on March 26,
2003
- 2003 Quarterly Report on Form 10-Q for the three months ended March
31, 2003 filed with the Commission on May 15, 2003
- The Company's Current Report on Form 8-K filed January 23, 2003
- The Company's Current Report on Form 8-K filed April 21, 2003
- 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.
All documents subsequently filed by BOK Financial pursuant to Section
13(a), 13(c), 14 and 15 (d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
ii
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 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 2003 Executive 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 March
26, 2003 is incorporated herein by this reference.
99.1 2003 Quarterly Report on Form 10-Q for the three months
ended March 31, 2003 filed with the Commission on May 15,
2003 is incorporated herein by this reference.
99.3 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:
iii
(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 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 additionalh 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.
iv
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 24th
day of June, 2003.
BOK FINANCIAL CORPORATION
By: /s/ Stanley A. Lybarger
---------------------------------------------
Stanley A. Lybarger, Chief Executive Officer
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.
Signature Title Date
/s/ George B. Kaiser Chairman of the Board June 24, 2003
---------------------------
George B. Kaiser
/s/ Stanley A. Lybarger President, Chief Executive Officer June 24, 2003
---------------------------
Stanley A. Lybarger and Director
/s/ Steven E. Nell Executive Vice President and June 24, 2003
---------------------------
Steven E. Nell Chief Financial Officer
/s/ John C. Morrow Senior Vice President and Director ofJune 24, 2003
---------------------------
John C. Morrow Financial Accounting and Reporting
/s/ C. Fred Ball, Jr. Director June 24, 2003
---------------------------
C. Fred Ball, Jr.
/s/ Sharon J. Bell Director June 24, 2003
---------------------------
Sharon J. Bell
/s/ Peter Boylan, III Director June 24, 2003
---------------------------
Peter Boylan, III
/s/ Joseph E. Cappy Director June 24, 2003
---------------------------
Joseph E. Cappy
Director June __, 2003
---------------------------
Paula Marshall Chapman
/s/ Luke R. Corbett Director June 24, 2003
---------------------------
Luke R. Corbett
Director June __, 2003
---------------------------
William E. Durrett
/s/ James O. Goodwin Director June 24, 2003
---------------------------
James O. Goodwin
/s/ Robert G. Greer Director June 24, 2003
---------------------------
Robert G. Greer
v
/s/ David F. Griffin Director June 25, 2003
---------------------------
David F. Griffin
/s/ V. Burns Hargis Director June 24, 2003
---------------------------
V. Burns Hargis
/s/ E. Carey Joullian, IV Director June 24, 2003
---------------------------
E. Carey Joullian, IV
/s/ David L. Kyle Director June 24, 2003
---------------------------
David L. Kyle
/s/ Robert J. LaFortune Director June 24, 2003
---------------------------
Robert J. LaFortune
/s/ Phillip C. Lauinger, Jr Director June 24, 2003
---------------------------
Phillip C. Lauinger, Jr.
--------------------------- Director June __, 2003
John C. Lopez
/s/ Steven J. Malcolm Director June 24, 2003
---------------------------
Steven J. Malcolm
Director June __, 2003
---------------------------
Frank A. McPherson
/s/ Steven E. Moore Director June 26, 2003
---------------------------
Steven E. Moore
Director June __, 2003
---------------------------
Robert L. Parker
Director June __, 2003
---------------------------
James A. Robinson
/s/ L. Francis Rooney, III Director June 24, 2003
---------------------------
L. Francis Rooney, III
Director June __, 2003
---------------------------
Scott F. Zarrow
vi
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 June 24, 2003.
Independent Compensation Committee
By: /s/ Joseph E. Cappy
-----------------------------------------------------
Joseph E. Cappy, Chairman
vii
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.
Signature Title Date
/s/ George B. Kaiser Chairman of the Board June 24, 2003
---------------------------
George B. Kaiser
/s/ Stanley A. Lybarger President, Chief Executive Officer June 24, 2003
---------------------------
Stanley A. Lybarger and Director
/s/ Steven E. Nell Executive Vice President and June 24, 2003
---------------------------
Steven E. Nell Chief Financial Officer
/s/ John C. Morrow Senior Vice President and Director June 24, 2003
---------------------------
John C. Morrow of Financial Accounting and Reporting
/s/ C. Fred Ball, Jr. Director June 24, 2003
---------------------------
C. Fred Ball, Jr.
/s/ Sharon J. Bell Director June 24, 2003
---------------------------
Sharon J. Bell
/s/ Peter Boylan, III Director June 24, 2003
---------------------------
Peter Boylan, III
/s/ Joseph E. Cappy Director June 24, 2003
---------------------------
Joseph E. Cappy
Director June __, 2003
---------------------------
Paula Marshall Chapman
/s/ Luke R. Corbett Director June 24, 2003
---------------------------
Luke R. Corbett
Director June __, 2003
---------------------------
William E. Durrett
/s/ James O. Goodwin Director June 24, 2003
---------------------------
James O. Goodwin
/s/ Robert G. Greer Director June 24, 2003
---------------------------
Robert G. Greer
/s/ David F. Griffin Director June 25, 2003
---------------------------
David F. Griffin
/s/ V. Burns Hargis Director June 24, 2003
---------------------------
V. Burns Hargis
/s/ E. Carey Joullian, IV Director June 24, 2003
---------------------------
E. Carey Joullian, IV
viii
/s/ David L. Kyle Director June 24, 2003
---------------------------
David L. Kyle
/s/ Robert J. LaFortune Director June 24, 2003
---------------------------
Robert J. LaFortune
/s/ Phillip C. Lauinger, Jr Director June 24, 2003
---------------------------
Phillip C. Lauinger, Jr.
--------------------------- Director June __, 2003
John C. Lopez
/s/ Steven J. Malcolm Director June 24, 2003
---------------------------
Steven J. Malcolm
Director June __, 2003
---------------------------
Frank A. McPherson
/s/ Steven E. Moore Director June 26, 2003
---------------------------
Steven E. Moore
Director June __, 2003
---------------------------
Robert L. Parker
Director June __, 2003
---------------------------
James A. Robinson
/s/ L. Francis Rooney, III Director June 24, 2003
---------------------------
L. Francis Rooney, III
Director June __, 2003
---------------------------
Scott F. Zarrow
ix
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
4.0 BOK Financial Corporation 2003 Executive 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
Exhibit 4.0
BOK FINANCIAL CORPORATION
INDEPENDENT COMPENSATION COMMITTEE
2003 EXECUTIVE INCENTIVE PLAN
(FOR DIRECT REPORTS TO THE CHIEF EXECUTIVE OFFICER)
March 25, 2003
Independent Compensation Committee. In December 2002, the Board of Directors of
BOKF established an Independent Compensation Committee, consisting of five
outside directors, to administer a performance-based compensation plan for
senior executives in accordance with the provisions of Section 162m of the
Internal Revenue Code. The current members of the Committee are Messrs. Cappy,
Kyle, Rooney, Robinson, and Corbett. The Independent Compensation Committee has
developed a performance-based compensation plan for 2003 which is called the
2003 Executive Incentive Plan and is hereafter described.
Incentive Compensation Generally. The Company employs a wide range of incentive
compensation for its employees. Except for performance-based compensation which
is intended to comply with the requirements of Section 162m, such incentive
compensation is administered by the Chief Executive Officer and senior
management. The Independent Compensation Committee administers the
Performance-Based Compensation Plan.
2003 BOKF Executive Incentive Plan. The 2003 BOKF Executive Incentive Plan
consists of (i) annual incentive bonus and (ii) long term incentive
compensation. Executives who report directly to the Chief Executive Officer and
other officers designated by the Chief Executive Officer may participate in the
Plan.
2003 Annual Incentive Bonus. The 2003 Annual Incentive Bonus will be determined
as follows:
o The target Annual Incentive Bonus will equal 40% of Base Annual Salary.
o A participant will earn the Annual Incentive Bonus based on a matrix
pursuant to which 33% of the target will be earned if 80% of the goal is
met, 100% of the target will be earned if 100% of the goal is met and 200%
of the target will be earned if 120% of the goal is met.
o The 2003 Annual Incentive Grid is as follows:
Graph inserted here. Data for graph is as follows:
Actual vs. Goal Incentive Payout
--------------- ----------------
80% 33%
85% 50%
90% 67%
95% 83%
100% 100%
105% 125%
110% 150%
115% 175%
120% 200%
2003 Long Term Incentive. The 2003 Long Term Incentive will be determined as
follows:
o The target Long Term Incentive will be established by the Chairman of the
Board and the Chief Executive Officer for each Plan participant, with
approval of the Committee for that compensation intended to comply with
Section 162m.
o A participant will earn long term incentive based on a matrix pursuant to
which 25% of the targeted long term incentive compensation will be earned
if the goal less five percentage points is met, 100% of the targeted long
term incentive compensation will be earned if 100% of the goal is met, and
150% of the targeted long term compensation will be earned if the goal plus
five percentage points is met.
o The 2003 Long Term Incentive Grid is as follows: .
Graph inserted here. Data for graph is as follows:
Performance Level Percentage of
Percentage Points Incentive Base
----------------- --------------
-5 25%
-4 40%
-3 55%
-2 70%
-1 85%
0 100%
1 110%
2 120%
3 130%
4 140%
5 150%
2003 Performance-Based Compensation Measures. The measure against which each
participant's performance will be based is the weighted average of (i) Company
earnings per share measured against peer group earnings per share and (ii)
business unit actual controllable value added measured against business unit
planned controllable value added and attainment of individually established
goals.
o By achieving 120% of the Annual Incentive Bonus measure, each participant
will earn 200% the Annual Incentive Bonus. The 2003 Annual Incentive Bonus
measure is the earnings per share growth of the 50th percentile (or median)
of a peer group of banks for the trailing two-year period determined as of
the end of the year in respect of which the bonus is being paid.
o By achieving the Long Term Incentive measure plus five percentage points,
each participant will earn 150% of the Long Term Incentive. The 2003 Long
Term Incentive Measure is the earnings per share growth of the 50th
percentile (or median) of a peer group of banks for the trailing three-year
period determined as of the second anniversary of the end of the year in
respect of which the compensation is being paid and the planned business
unit performance and any individually established goals.
o The Chief Executive Officer will assign the Company earnings and business
unit weightings to participants on an individual basis. With respect to
compensation intended to qualify under Section 162m, the Committee will
approve the weightings and any individually established goals prior to
March 31.
o Fifty percent of the Annual Incentive Bonus and fifty percent of the
performance shares issued for Long Term Incentive Compensation, calculated
on the foregoing basis, will be subject to downward adjustment at the
discretion of the Independent Compensation Committee based upon
recommendations of the Chief Executive Officer.
Payment of Long Term Incentive Compensation. Long Term Incentive Compensation
will be paid by the award of options pursuant to the BOKF 2003 Stock Option
Plan, by the issuance of performance shares, or by a combination of options and
performance shares.
o Performance shares will be shares of BOKF Common Stock issued before March
15 of the year in respect of which the long term incentive compensation is
being paid. Performance shares will vest only on the fifth anniversary of
the last day of the year for which the shares are issued. If the employment
of the Executive is terminated
for any reason prior to such vesting the shares will be forfeited. The
shares may not be sold for three years after the shares vest unless,
following such sale, the Executive would own that number of shares of
BOKF Common Stock provided for in any Executive Management BOKF Common
Stock Ownership Guidelines which may be established from time to time by
the Independent Compensation Committee. Additional performance shares
will be issued, or performance shares will be forfeited, in accordance
with the performance goals discussed above. No more than 30,000
performance shares may be issued in any year to a participant.
o Stock options will be options issued pursuant to the BOKF 2003 Stock Option
Plan. The Options may not be exercised prior to the expiration of the three
year performance period.
o The Chief Executive will, prior to April 1, 2003 specify for each
participant the percentage of the 2003 Long Term Incentive that will
be paid by the award of options and the percentage that will be paid
by the issuance of shares of BOKF Common Stock.
Peer Group of Banks. The Independent Compensation Committee will select the peer
group of bank holding companies in accordance with the following guidelines.
o The peer group will include only publicly-traded United States bank holding
companies (BHC's) as defined in SNL Securities Public Trading BHC Database.
o An equal number of BHC's above and below BOKF's asset size will be chosen.
The BHC's should be no more than double BOKF's size and no less than half
BOKF's asset size, provided the number of BHC's chosen for the peer group
totals at least 26.
o Asset size means total assets at the end of the calendar year for which the
compensation is being paid.
o The source for peer information will be SNL Securities Public Traded BHC
Database that obtains information from public information, primarily
through periodic SEC filings and company press releases. SNL Securities is
a widely accepted database used in the industry for analytical purposes.
o The earnings per share (EPS) amounts extracted from the SNL database will
be diluted EPS as defined by generally accepted accounting principles.
o Growth in peer group EPS will be calculated annually from source EPS data
from the SNL database.
Determination of Performance-Based Compensation. The calculation of performance
based compensation by the Independent Compensation Committee will be binding
upon all participants provided only that the Independent Compensation Committee
acts in good faith.
Time and Payment of Performance-Based Compensation. All performance-based
compensation intended to comply with Section 162m must be certified by the
Committee prior to payment. The Annual Incentive Bonus will be calculated and
paid prior to March 15 of the year following the year for which the bonus is
being paid. The Long Term Incentive will be calculated and additional options
and shares issued or forfeited prior to March 15 following the second
anniversary of the end of the calendar year for which the compensation is being
paid.
Selected Officers. Selected officers will be paid discretionary
performance-based compensation based upon achievement of individual objectives
as determined by the Chief Executive Officer.
Exhibit 5.0
June 25, 2003
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 2003 Executive
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 June 26,
2003 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 2003 Executive 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 2003 Executive 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
23.0
Consent of Frederic Dorwart, Lawyers
Included in the Opinion Filed as Exhibit 5.0
23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement Form
S-8 pertaining to the BOK Financial Corporation 2003 Executive Incentive Plan
dated June 26, 2003, of our report dated January 22, 2003 with respect to the
consolidated financial statements of BOK Financial Corporation incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 2002,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Tulsa, Oklahoma
June 25, 2003
24.0
POWER OF ATTORNEY
See pages vii and viii.