BOK FINANCIAL CORPORATION
Exhibit 10.4.1(b)

                        AMENDMENT TO EMPLOYMENT AGREEMENT


         This amendment to employment agreement ("First Amendment") is made this
26 day of March 2003 (the "Agreement Date") among the following parties
("Parties"):

         Bank of Oklahoma, National Association ("Bank"), BOK Financial
Corporation ("BOKF") and V. Burns Hargis, an individual residing in Oklahoma
City, Oklahoma (the "Executive").

         In consideration of the mutual promises hereafter made and other good
and valuable consideration (the receipt and sufficiency of which the Parties
hereby acknowledge), and intending to be legally bound hereby, the Parties
hereby agree as follows:

1)   Purpose of the First Amendment. The Parties have heretofore entered into
     that certain Employment Agreement date November --, 1977 (the "Employment
     Agreement"). The Term of the Employment Agreement terminated on December 1,
     2002, though Executive continued in the employment of Bank as if the
     Employment Agreement had not terminated. The purpose of this First
     Amendment is to set forth the terms and conditions of the continued
     employment of Executive by the Bank.

2)   Extension of Term. The Term (as defined in Paragraph 5 of the Employment
     Agreement) is hereby extended for a period of five years, subject to
     termination for cause as provided in the Employment Agreement and without
     cause as hereafter provided in this First Amendment.

3)   Termination Following Change of Control. In the event the employment of
     Executive is terminated by the Bank without cause within one year of a
     Change of Control (as hereafter defined), Bank shall pay Executive in one
     lump-sum payment an amount equal to Executive's monthly Salary at the date
     of termination times the number of full calendar months remaining in the
     Term following the date of termination divided by two. The lump-sum
     payment, less usual and customary payroll deductions for FICA, federal and
     state withholding, and the like, shall be paid by the Bank by its corporate
     check not later than ten business days following the date of termination.

4)   Change of Control Defined. As used herein, A Change of Control shall be
     deemed to have occurred if, and only if, George B. Kaiser, affiliates of
     George B. Kaiser, and/or members of the family of George B. Kaiser
     collectively cease to own directly and indirectly more shares of the voting
     capital stock of BOK Financial Corporation or the Bank than any other
     shareholder (or group of shareholders acting in concert to control BOK
     Financial Corporation or the Bank to the exclusion of George B. Kaiser,
     affiliates of George B. Kaiser, or members of the family of George B.
     Kaiser).

5)   Termination Without Change of Control. In the event the employment of
     Executive is terminated without cause and in the absence of a Change of
     Control, the Bank shall pay Executive such salary and/or benefits as may be
     mutually agreed.

6)   Miscellaneous  Provisions.  The miscellaneous provisions of Paragraph 12 of
     the Employment Agreement shall apply to this First Amendment.

Dated as of the First Amendment Date.

                                         Bank of Oklahoma, National Association

                                         By /s/ Stanley A. Lybarger
                                         ----------------------------

                                         BOK Financial Corporation

                                         BY /s/ Stanley A. Lybarger
                                         ----------------------------
                                         /s/ V. Burns Hargis
                                         ----------------------------