10-K 1 tenk2002.txt 2002 FORM 10-K As filed with the Securities and Exchange Commission on March 26, 2003 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2002 Commission File No. 0-19341 BOK FINANCIAL CORPORATION Incorporated in the State I.R.S. Employer Identification of Oklahoma No.73-1373454 Bank of Oklahoma Tower P.O. Box 2300 Tulsa, Oklahoma 74192 Registrant's Telephone Number, Including Area Code (918) 588-6000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: (NONE) SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK ($.00006 Par Value) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-X is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). Yes X No State the aggregate market value of the voting stock held by non-affiliates of the Registrant: $517,856,438 as of June 30, 2002. Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: 55,157,311 shares of common stock ($.00006 par value) as of the start of business on March 1, 2003. List hereunder the following documents if incorporated by reference and the part of Form 10-K in which the document is incorporated: Part I - Annual Report to Shareholders for Fiscal Year Ended December 31, 2002 (designated portions only) Part II - Annual Report to Shareholders for Fiscal Year Ended December 31, 2002 (designated portions only) Part III - Proxy Statement for Annual Meeting of Shareholders scheduled for April 29, 2003 (designated portions only) Part IV - Annual Report to Shareholders for Fiscal Year Ended December 31, 2002 (designated portions only) ============================================================================== BOK FINANCIAL CORPORATION FORM 10-K ANNUAL REPORT INDEX ITEM PAGE PART I 1. Business 3 2. Properties 5 3. Legal Proceedings 5 4. Submission of Matters to a Vote of Security Holders 5 PART II 5. Market for Registrant's Common Equity and Related Stockholder 6 Matters 6. Selected Financial Data 6 7. Management's Discussion and Analysis of Financial Condition and 6 Results of Operations 7A. Quantitative and Qualitative Disclosures About Market Risk 6 8. Financial Statements and Supplementary Data 7 9. Changes in and Disagreements with Accountants on Accounting and 7 Financial Disclosure PART III 10. Directors and Executive Officers of the Registrant 7 11. Executive Compensation 7 12. Security Ownership of Certain Beneficial Owners and Management 7 13. Certain Relationships and Related Transactions 7 14. Controls and Procedures` 7 PART IV 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 8 - 13 Signatures 13 - 14 Chief Executive Officer Section 302 Certification 15 Chief Financial Officer Section 302 Certification 16 PART I ITEM 1 - BUSINESS GENERAL DEVELOPMENT OF BUSINESS Developments relating to individual aspects of the business of BOK Financial Corporation ("BOK Financial") are described below. Additional discussion of BOK Financial's activities during the current year is incorporated by reference to "Management's Assessment of Operations and Financial Condition" (pages 10 - 29) in BOK Financial's 2002 Annual Report to Shareholders. Information regarding BOK Financial's acquisitions is incorporated by reference to Note 2 of "Notes to Consolidated Financial Statements" (page 40) in BOK Financial's 2002 Annual Report to Shareholders. NARRATIVE DESCRIPTION OF BUSINESS BOK Financial is a financial holding company whose activities are limited by the Bank Holding Company Act of 1956 ("BHCA"), as amended by the Financial Services Modernization Act or Gramm-Leach-Bliley Act. BOK Financial's banking and bank-related activities are primarily performed through Bank of Oklahoma, N.A. ("BOk"), Bank of Texas, N.A., Bank of Albuquerque N.A., and Bank of Arkansas, N.A. Other significant operating subsidiaries include BOSC, Inc., which is a full-service securities firm with specialized expertise in public and municipal finance and private placements. Other nonbank subsidiary operations are not significant. As of December 31, 2002, BOK Financial and its subsidiaries had 3,402 full-time equivalent employees. BOK Financial provides copies of all quarterly financial statements under Form 10-Q and annual financial statements under form 10-K on its website www.bokf.com within 24 hours of filing with the SEC. INDUSTRY SEGMENTS BOK Financial operates four principal lines of business under its BOk franchise: corporate banking, consumer banking, mortgage banking and trust services. It also operates a fifth principal line of business, regional banks, which include banking functions for Bank of Albuquerque, Bank of Arkansas and Bank of Texas. These five principal lines of business combined account for approximately 80% of total revenue. Discussion of these principal lines of business is incorporated by reference to Lines of Business in "Management's Assessment of Operations and Financial Condition " (pages 14 - 17) and Note 18 of "Notes to Consolidated Financial Statements" (pages 54 - 57) in BOK Financial's 2002 Annual Report to Shareholders. COMPETITION The banking industry in each of our markets is highly competitive. BOK Financial, through four subsidiary banks, competes with other banks in obtaining deposits, making loans and providing additional services related to banking. All market share information below is based on share of deposits in specified area based on SNL DataSource. BOk is the largest banking subsidiary of BOK Financial. It has the largest market share in Oklahoma with 12 percent of the state's total deposits according to SNL DataSource. BOk competes with two super-regional banks, several regional and numerous locally owned banks in both the Tulsa and Oklahoma City areas, as well as in every other community in which we do business throughout the rest of the state. BOK Financial competes in the Dallas-Ft. Worth combined metropolitan area, in the Houston, Texas area, in the Albuquerque, New Mexico market, and in Northwest Arkansas through subsidiary banks. Bank of Texas competes against numerous financial institutions, including some of the largest in the United States. Bank of Texas's market share is approximately 2% in the Dallas-Ft. Worth area and 1% in the Houston market according to SNL DataSource. Bank of Albuquerque has a number four market share position in the Albuquerque area and competes with two super-regional banks, some regional banks and several locally-owned smaller community banks. Bank of Arkansas operates as a community bank serving Benton and Washington counties in Arkansas. SUPERVISION AND REGULATION Financial holding companies and banks are extensively regulated under both federal and state law. The following information, to the extent it describes statutory or regulatory provisions, is qualified in its entirety by reference to the particular statutory and regulatory provisions. It is not possible to predict the changes, if any, that may be made to existing banking laws and regulations or whether such changes, if made, would have a materially adverse effect on the business and prospects of BOK Financial, BOk, Bank of Texas, Bank of Albuquerque, or Bank of Arkansas. During 2002 the Sarbanes-Oxley Act of 2002 was signed into law. The Act addressed many aspects of financial accounting, corporate governance and public company disclosures. The Act established a comprehensive framework for the oversight of public company auditing and strengthened the independence of auditors and audit committees. The Act also required enhanced and accelerated financial disclosures, and established various responsibility measures, including the certification of the quality of financial reporting by the CEO and CFO. The Act also imposed new restrictions on accelerated reporting requirements for certain insider trading activities and imposed a variety of new penalties for fraud and other violations including a new federal felony for securities fraud. Various sections of the Act are applicable to BOK Financial. Portions of the act were effective immediately and others became effective or are in process of becoming effective through rulings by the SEC. BOK FINANCIAL As a financial holding company, BOK Financial is subject to regulation under the BHCA (as amended by the Financial Services Modernization Act or Gramm-Leach-Bliley Act) and to supervision by the Board of Governors of the Federal Reserve System (the "Reserve Board"). Under the BHCA, BOK Financial files with the Reserve Board quarterly reports and such other additional information as the Reserve Board may require. The Reserve Board may also make examinations of BOK Financial and its subsidiaries. The BHCA requires notification to the Reserve Board in any case where a financial holding company proposes to acquire control of more than five percent of the voting shares of any bank, unless it already controls a majority of such voting shares. Additionally, approval must also be obtained before a financial holding company may acquire all or substantially all of the assets of another bank or before it may merge or consolidate with another financial holding company. The BHCA further provides that the Reserve Board shall not approve any such acquisition, merger or consolidation that will substantially lessen competition, tend to create a monopoly or be in restraint of trade, unless it finds the anti-competitive effects of the proposed transaction are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served. The BHCA also requires a financial holding company to notify the Reserve Board within 30 days of engaging in new activities the Reserve Board has determined to be financial in nature. These activities include dealing in and underwriting debt and equity, operating a mortgage company, finance company, credit card company or factoring company; performing certain data processing operations; servicing loans and other extensions of credit; providing investment and financial advice; acting as an insurance underwriter and/or agent; owning and operating savings and loan associations; and leasing personal property on a full pay-out, nonoperating basis. BOKF is already engaged in some of these activities and has notified the Federal Reserve. A financial holding company and its subsidiaries are further prohibited under the BHCA from engaging in certain tie-in arrangements in connection with the provision of any credit, property or services. Thus, a subsidiary of a financial holding company may not extend credit, lease or sell property, furnish any services or fix or vary the consideration for these activities on the condition that (1) the customer obtain or provide some additional credit, property or services from or to the financial holding company or any subsidiary thereof or (2) the customer may not obtain some other credit, property or services from a competitor, except to the extent reasonable conditions are imposed to insure the soundness of credit extended. The Federal Deposit Insurance Corporation Improvement Act of 1991 established five capital rating tiers ranging from "well capitalized" to "critically undercapitalized". A financial institution is considered to be well capitalized if its Leverage, Tier 1 and Total Capital ratios are at 5%, 6% and 10%, respectively. Any institution experiencing significant growth or acquiring other institutions or branches is expected to maintain capital ratios above the well capitalized level. At December 31, 2002, BOK Financial's Leverage, Tier 1 and Total Capital ratios were 6.88%, 8.98% and 11.95%, respectively. At December 31, 2002, BOK Financial had excess regulatory capital of $177 million under these capital guidelines. Further discussion of regulatory capital, including regulatory capital amounts and ratios, is incorporated by reference to information set forth under the caption "Borrowings and Capital" (pages 26 - 27) and Note 16 of "Notes to Consolidated Financial Statements" (page 51 - 53) in BOK Financial's 2002 Annual Report to Shareholders. In January 2001, the Basel Committee proposed its second draft of a new capital adequacy framework. The new capital framework would consist of minimum capital requirements, a supervisory review process and the effective use of market discipline. The Committee set out options from which banks could choose depending on the complexity of their business and quality of their risk management. One approach is the standard approach which would refine the current measurement framework and introduce the use of external credit assessments to determine a bank's capital charge. Banks with more advanced risk management capabilities could make use of an internal risk-rating based approach. The Committee is also proposing an explicit capital charge for operational risk to provide for problems like internal systems failure. The supervisory review aspect of the new framework would seek to ensure that a bank's capital position is consistent with its overall risk profile and strategy. The third aspect of the new framework, market discipline, would call for detailed disclosure of a bank's capital adequacy in order to encourage high disclosure standards and to enhance the role of market participants in encouraging banks to hold adequate capital. Due to concerns within the banking industry that compliance with the new framework would be costly and result in increased regulatory burden, the Basel Committee is currently evaluating the results of a quantitative impact study in which the largest banks in the world completed a model of Basel II to evaluate the impact and cost of implementation. The results of this study were published in October 2002 and are currently being evaluated. A third draft of the proposed capital rules is expected to be issued during May 2003 and is expected to become final towards the end of 2003. Implementation of the new guidelines is expected by the end of 2006. BOK Financial cannot predict at this time whether the new capital adequacy framework will be adopted or in what form, or the effect it will have on the financial condition or results of operations of BOK Financial or its subsidiary banks. BANK SUBSIDIARIES BOk, Bank of Texas, Bank of Albuquerque, and Bank of Arkansas are national banking associations and are subject to the National Banking Act and other federal statutes governing national banks. Under federal law, the Office of the Comptroller of the Currency ("Comptroller") charters and serves as the primary regulator of national banks. In addition, the Comptroller must approve certain corporate or structural changes, including an increase or decrease in capitalization, payment of dividends, change of place of business, establishment of a branch and establishment of an operating subsidiary. The Comptroller performs its functions through national bank examiners who provide the Comptroller with information concerning the soundness of a national bank, the quality of management and directors, and compliance with applicable laws, rules and regulations. The National Banking Act authorizes the Comptroller to examine every national bank as often as necessary. Although the Comptroller has primary supervisory responsibility for national banks, such banks must also comply with Reserve Board rules and regulations as members of the Federal Reserve System. All bank subsidiaries must comply with the same capital guidelines as the holding company, discussed above. Information set forth in Note 16 of "Notes to Consolidated Financial Statements" (pages 51 - 53) is incorporated herein by reference, including each individual banks regulatory capital amounts and ratios. Bank of Arkansas is also subject to certain consumer-protection laws incorporated in the Arkansas Constitution, which, among other restrictions, limit the maximum interest rate on general loans to five percent above the Federal Reserve Discount Rate. The rate on consumer loans is five percent above the discount rate or seventeen percent, whichever is lower. GOVERNMENTAL POLICIES AND ECONOMIC FACTORS The operations of BOK Financial and its subsidiaries are affected by legislative changes and by the policies of various regulatory authorities and, in particular, the credit policies of the Reserve Board. An important function of the Reserve Board is to regulate the national supply of bank credit. Among the instruments of monetary policy used by the Reserve Board to implement its objectives are: open market operations in U.S. Government securities; changes in the discount rate on bank borrowings; and changes in reserve requirements on bank deposits. The effect of such policies in the future on the business and earnings of BOK Financial and its subsidiaries cannot be predicted with certainty. FOREIGN OPERATIONS BOK Financial does not engage in operations in foreign countries, nor does it lend to foreign governments. ITEM 2 - PROPERTIES BOK Financial, through BOk, BOk's subsidiaries, Bank of Texas, Bank of Albuquerque and Bank of Arkansas, owns improved real estate that was carried at $104 million, net of depreciation and amortization, as of December 31, 2002. BOK Financial conducts its operations through 72 locations in Oklahoma, 31 locations in Texas, 20 locations in New Mexico, and 5 locations in Arkansas as of December 31, 2002. BOK Financial's facilities are suitable for their respective uses and present needs. The information set forth in Notes 6 and 14 of "Notes to Consolidated Financial Statements" (pages 45 and 51, respectively) of BOK Financial's 2002 Annual Report to Shareholders provides further discussion related to properties and is incorporated herein by reference. ITEM 3 - LEGAL PROCEEDINGS The information set forth in Note 14 of "Notes to Consolidated Financial Statements" (page 51) of BOK Financial's 2002 Annual Report to Shareholders is incorporated herein by reference. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the three months ended December 31, 2002. PART II ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS BOK Financial's $.00006 par value common stock is traded on the Nasdaq Stock Market under the symbol BOKF. At December 31, 2002, common shareholders of record numbered 1,235 with 55,066,629 shares outstanding. BOK Financial's quarterly market information follows: First Second Third Fourth --------------- -------------- -------------- --------------- 2002: Low $27.33 $31.94 $28.51 $28.04 High 33.06 36.52 34.06 34.78 2001: Low $21.31 $23.12 $26.00 $28.81 High 24.56 26.90 32.56 32.75 BOK Financial entered into a limited price guarantee on a portion of the shares issued in the Bank of Tanglewood acquisition on October 25, 2002. Additional discussion of this price guarantee is incorporated by reference to information set forth under "Borrowings and Capital" (pages 26 - 27) of BOK Financial's 2002 Annual Report to Shareholders. BOK Financial has not purchased any stock under its common stock repurchase program during 2002. Under this program BOK Financial has authority to repurchase up to 800,000 shares. These purchases have been made from time-to-time in accordance with SEC Rule 10(b)18 transactions. Since the original authorization announced in 1998, BOK Financial has repurchased 617,051 shares. The information set forth under the captions "Table 1 - Consolidated Selected Financial Data" (page 9), "Table 11 - Selected Quarterly Financial Data" (page 19), "Borrowings and Capital (pages 26 - 27) and Note 16 of "Notes to Consolidated Financial Statements" (page 51 - 53) of BOK Financial's 2002 Annual Report to Shareholders is incorporated herein by reference. The information set forth under the captions "Equity Compensation Plan Information" in BOK Financial's 2003 Annual Proxy Statement for its Annual Meeting of Shareholders scheduled for April 29, 2003 ("2003 Annual Proxy Statement") is incorporated herein by reference. ITEM 6 - SELECTED FINANCIAL DATA The information set forth under the caption "Table 1 - Consolidated Selected Financial Data" (page 9) of BOK Financial's 2002 Annual Report to Shareholders is incorporated herein by reference. ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information set forth under the captions "Management's Assessment of Operations and Financial Condition" (pages 10 - 29), "Annual Financial Summary - Unaudited" (pages 62 - 63) and "Quarterly Financial Summary Unaudited" (pages 64 - 65) of BOK Financial's 2002 Annual Report to Shareholders is incorporated herein by reference. ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information set forth under the caption "Loans" (pages 21 - 22) of BOK Financial's 2002 Annual Report to Shareholders is incorporated herein by reference, including disclosures of loan concentrations by primary industry of the borrower and geographic concentrations of the loan portfolio. The information set forth under the caption "Deposits" (page 25) of BOK Financial's 2002 Annual Report to Shareholders in incorporated herein by reference, including geographic distribution of deposit accounts. BOK Financial is subject to market risk primarily through the effect of changes in interest rates on both its assets held for purposes other than trading and trading assets. The effects of other changes, such as foreign exchange rates, commodity prices or equity prices do not pose significant market risk to BOK Financial. BOK Financial has no material investments in assets that are affected by changes in foreign exchange rates or equity prices. Energy derivative contracts, which are affected by changes in commodity prices, are matched against offsetting contracts. The information set forth under the caption "Market Risk" (pages 27 -29) of BOK Financial's 2002 Annual Report to Shareholders is incorporated herein by reference. BOK Financial is exposed to market risk due to a price guarantee agreement on BOK Financial stock relating to the Bank of Tanglewood acquisition. Information set forth under the caption "Borrowings and Capital" (pages 26 - 27) is incorporated herein by reference. ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The supplementary data regarding quarterly results of operations set forth under the caption "Table 11 - Selected Quarterly Financial Data" (page 19) of BOK Financial's 2002 Annual Report to Shareholders is incorporated herein by reference. ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information set forth under the captions "Election of Directors" and "Executive Compensation" in BOK Financial's 2003 Annual Proxy Statement is incorporated herein by reference. ITEM 11 - EXECUTIVE COMPENSATION The information set forth under the caption "Executive Compensation" in BOK Financial's 2003 Annual Proxy Statement is incorporated herein by reference. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information set forth under the captions "Security Ownership of Certain Beneficial Owners and Management" and "Election of Directors" in BOK Financial's 2003 Annual Proxy Statement is incorporated herein by reference. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information set forth under the caption "Certain Transactions" in BOK Financial's 2003 Annual Proxy Statement is incorporated herein by reference. The information set forth under Note 5 and Note 10 of "Notes to Consolidated Financial Statements" (page 44 and pages 47 - 48) of BOK Financial's 2002 Annual Report to Shareholders is incorporated herein by reference. ITEM 14 - CONTROLS AND PROCEDURES EVALUATION AND DISCLOSURE CONTROLS AND PROCEDURES Our chief executive officer and chief financial officer have each reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities and Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date within 90 days before the filing date of this Report. Based on that evaluation, our chief executive officer and chief financial officer have each concluded that our current disclosure controls and procedures were effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported, in each case, within the time period specified by the SEC's rules and regulations. CHANGES IN INTERNAL CONTROLS There have not been any significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weakness, and therefore no corrective actions were taken. PART IV ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (A)(1) LIST OF FINANCIAL STATEMENTS FILED. The following financial statements and reports included in BOK Financial's Annual Report to Shareholders for the Fiscal Year Ended December 31, 2002 are incorporated by reference in Parts I and II of this Annual Report on Form 10-K. Exhibit 13 2002 Annual Report Description Page Number Consolidated Selected Financial Data 9 Selected Quarterly Financial Data 19 Report of Management on Financial Statements 30 Report of Independent Auditors 30 Consolidated Statements of Earnings 31 Consolidated Balance Sheets 32 Consolidated Statements of Cash Flows 33 Consolidated Statements of Changes in Shareholders' Equity 34 - 35 Notes to Consolidated Financial Statements 36 - 61 Annual Financial Summary - Unaudited 62 - 63 Quarterly Financial Summary - Unaudited 64 - 65 (A)(2) LIST OF FINANCIAL STATEMENT SCHEDULES FILED. The schedules to the consolidated financial statements required by Regulation S-X are not required under the related instructions or are inapplicable and are therefore omitted. (A)(3) LIST OF EXHIBITS FILED. Exhibit Number Description of Exhibit 3.0 The Articles of Incorporation of BOK Financial, incorporated by reference to (i) Amended and Restated Certificate of Incorporation of BOK Financial filed with the Oklahoma Secretary of State on May 28, 1991, filed as Exhibit 3.0 to S-1 Registration Statement No. 33-90450, and (ii) Amendment attached as Exhibit A to Information Statement and Prospectus Supplement filed November 20, 1991. 3.1 Bylaws of BOK Financial, incorporated by reference to Exhibit 3.1 of S-1 Registration Statement No. 33-90450. 4.0 The rights of the holders of the Common Stock and Preferred Stock of BOK Financial are set forth in its Certificate of Incorporation. 10.0 Purchase and Sale Agreement dated October 25, 1990, among BOK Financial, Kaiser, and the FDIC, incorporated by reference to Exhibit 2.0 of S-1 Registration Statement No. 33-90450. 10.1 Amendment to Purchase and Sale Agreement effective March 29, 1991, among BOK Financial, Kaiser, and the FDIC, incorporated by reference to Exhibit 2.2 of S-1 Registration Statement No. 33-90450 10.2 Letter agreement dated April 12, 1991, among BOK Financial, Kaiser, and the FDIC, incorporated by reference to Exhibit 2.3 of S-1 Registration Statement No. 33-90450. 10.3 Second Amendment to Purchase and Sale Agreement effective April 15, 1991, among BOK Financial, Kaiser, and the FDIC, incorporated by reference to Exhibit 2.4 of S-1 Registration Statement No. 33-90450. 10.4 Employment agreements. 10.4(a) Employment Agreement between BOK Financial and Stanley A. Lybarger, incorporated by reference to Exhibit 10.4(a) of Form 10-K for the fiscal year ended December 31, 1991. 10.4(b) Amendment to 1991 Employment Agreement between BOK Financial and Stanley A. Lybarger, incorporated by reference to Exhibit 10.4(b) of Form 10-K for the fiscal year ended December 31, 2001. 10.4.1(a) Employee Agreement between BOK Financial and V. Burns Hargis, as filed herein for fiscal year ended December 31, 2002. 10.4.1(b) Amendment to Employee Agreement between BOK Financial and V. Burns Hargis, as filed herein for fiscal year ended December 31, 2002. 10.5 Director indemnification agreement dated June 30, 1987, between BOk and Kaiser, incorporated by reference to Exhibit 10.5 of S-1 Registration Statement No. 33-90450. Substantially similar director indemnification agreements were executed between BOk and the following: Date of Agreement ------------------ James E. Barnes June 30, 1987 William H. Bell June 30, 1987 James S. Boese June 30, 1987 Dennis L. Brand June 30, 1987 Chester E. Cadieux June 30, 1987 William B. Cleary June 30, 1987 Glenn A. Cox June 30, 1987 William E. Durrett June 30, 1987 Leonard J. Eaton, Jr. June 30, 1987 William B. Fader December 5, 1990 Gregory J. Flanagan June 30, 1987 Jerry L. Goodman June 30, 1987 David A. Hentschel July 7, 1987 Philip N. Hughes July 8, 1987 Thomas J. Hughes, III June 30, 1987 William G. Kerr June 30, 1987 Philip C. Lauinger, Jr. June 30, 1987 Stanley A. Lybarger December 5, 1990 Patricia McGee Maino June 30, 1987 Robert L. Parker, Sr. June 30, 1987 James A. Robinson June 30, 1987 William P. Sweich June 30, 1987 10.6 Capitalization and Stock Purchase Agreement dated May 20, 1991, between BOK Financial and Kaiser, incorporated by reference to Exhibit 10.6 of S-1 Registration Statement No. 33-90450. 10.7.2 BOK Financial Corporation 1993 Stock Option Plan, incorporated by reference to Exhibit 4.0 of S-8 Registration Statement No. 33-70102. 10.7.3 BOK Financial Corporation 1994 Stock Option Plan, incorporated by reference to Exhibit 4.0 of S-8 Registration Statement No. 33-79834. 10.7.4 BOK Financial Corporation 1994 Stock Option Plan (Typographical Error Corrected January 16, 1995), incorporated by reference to Exhibit 10.7.4 of Form 10-K for the fiscal year ended December 31, 1994. 10.7.5 BOK Financial Corporation 1997 Stock Option Plan, incorporated by reference to Exhibit 4.0 of S-8 Registration Statement No. 333-32649. 10.7.6 BOK Financial Corporation 2000 Stock Option Plan, incorporated by reference to Exhibit 4.0 of S-8 Registration Statement No. 333-93957. 10.7.7 BOK Financial Corporation 2001 Stock Option Plan, incorporated by reference to Exhibit 4.0 of S-8 Registration Statement No. 333-62578. 10.7.8 BOK Financial Corporation Directors' Stock Compensation Plan, incorporated by reference to Exhibit 4.0 of S-8 Registration Statement No. 33-79836. 10.7.9 Bank of Oklahoma Thrift Plan (Amended and Restated Effective as of January 1, 1995), incorporated by reference to Exhibit 10.7.6 of Form 10-K for the year ended December 31, 1994. 10.7.10 Trust Agreement for the Bank of Oklahoma Thrift Plan (December 30, 1994), incorporated by reference to Exhibit 10.7.7 of Form 10-K for the year ended December 31, 1994. 10.8 Lease Agreement between One Williams Center Co. and National Bank of Tulsa (predecessor to BOk) dated June 18, 1974, incorporated by reference to Exhibit 10.9 of S-1 Registration Statement No. 33-90450. 10.9 Lease Agreement between Security Capital Real Estate Fund and BOk dated January 1, 1988, incorporated by reference to Exhibit 10.10 of S-1 Registration Statement No. 33-90450. 10.10 Asset Purchase Agreement (OREO and other assets) between BOk and Phi-Lea-Em Corporation dated April 30, 1991, incorporated by reference to Exhibit 10.11 of S-1 Registration Statement No. 33-90450. 10.11 Asset Purchase Agreement (Tanker Assets) between BOk and Green River Exploration Company dated April 30, 1991, incorporated by reference to Exhibit 10.12 of S-1 Registration Statement No. 33-90450. 10.12 Asset Purchase Agreement (Recovery Rights) between BOk and Kaiser dated April 30, 1991, incorporated by reference to Exhibit 10.13 of S-1 Registration Statement No. 33-90450. 10.13 Purchase and Assumption Agreement dated August 7, 1992 among First Gibraltar Bank, FSB, Fourth Financial Corporation and BOk, as amended, incorporated by reference to Exhibit 10.14 of Form 10-K for the fiscal year ended December 31, 1992. 10.13.1 Allocation Agreement dated August 7, 1992 between BOk and Fourth Financial Corporation, incorporated by reference to Exhibit 10.14.1 of Form 10-K for the fiscal year ended December 31, 1992. 10.14 Merger Agreement among BOK Financial, BOKF Merger Corporation Number Two, Brookside Bancshares, Inc., The Shareholders of Brookside Bancshares, Inc. and Brookside State Bank dated December 22, 1992, as amended, incorporated by reference to Exhibit 10.15 of Form 10-K for the fiscal year ended December 31, 1992. 10.14.1 Agreement to Merge between BOk and Brookside State Bank dated January 27, 1993, incorporated by reference to Exhibit 10.15.1 of Form 10-K for the fiscal year ended December 31, 1992. 10.15 Merger Agreement among BOK Financial, BOKF Merger Corporation Number Three, Sand Springs Bancshares, Inc., The Shareholders of Sand Springs Bancshares, Inc. and Sand Springs State Bank dated December 22, 1992, as amended, incorporated by reference to Exhibit 10.16 of Form 10-K for the fiscal year ended December 31, 1992. 10.15.1 Agreement to Merge between BOk and Sand Springs State Bank dated January 27, 1993, incorporated by reference to Exhibit 10.16.1 of Form 10-K for the fiscal year ended December 31, 1992. 10.16 Partnership Agreement between Kaiser-Francis Oil Company and BOK Financial dated December 1, 1992, incorporated by reference to Exhibit 10.16 of Form 10-K for the fiscal year ended December 31, 1993. 10.16.1 Amendment to Partnership Agreement between Kaiser-Francis Oil Company and BOK Financial dated May 17, 1993, incorporated by reference to Exhibit 10.16.1 of Form 10-K for the fiscal year ended December 31, 1993. 10.17 Purchase and Assumption Agreement between BOk and FDIC, Receiver of Heartland Federal Savings and Loan Association dated October 9, 1993, incorporated by reference to Exhibit 10.17 of Form 10-K for the fiscal year ended December 31, 1993. 10.18 Merger Agreement among BOk, Plaza National Bank and The Shareholders of Plaza National Bank dated December 20, 1993, incorporated by reference to Exhibit 10.18 of Form 10-K for the fiscal year ended December 31, 1993. 10.18.1 Amendment to Merger Agreement among BOk, Plaza National Bank and The Shareholders of Plaza National Bank dated January 14, 1994, incorporated by reference to Exhibit 10.18.1 of Form 10-K for the fiscal year ended December 31, 1993. 10.19 Stock Purchase Agreement between Texas Commerce Bank, National Association and BOk dated March 11, 1994, incorporated by reference to Exhibit 10.19 of Form 10-K for the fiscal year ended December 31, 1993. 10.20 Merger Agreement among BOK Financial Corporation, BOKF Merger Corporation Number Four, Citizens Holding Company and others dated May 11, 1994, incorporated by reference to Exhibit 10.20 of Form 10-K for the fiscal year ended December 31, 1994. 10.21 Stock Purchase and Merger Agreement among Northwest Bank of Enid, BOk and The Shareholders of Northwest Bank of Enid effective as of May 16, 1994, incorporated by reference to Exhibit 10.21 of Form 10-K for the fiscal year ended December 31, 1994. 10.22 Agreement and Plan of Merger among BOK Financial Corporation, BOKF Merger Corporation Number Five and Park Cities Bancshares, Inc. dated October 3, 1996, incorporated by reference to Exhibit C of S-4 Registration Statement No. 333-16337. 10.23 Agreement and Plan of Merger among BOK Financial Corporation and First TexCorp., Inc. dated December 18, 1996, incorporated by reference to Exhibit 10.24 of S-4 Registration Statement No. 333-16337. 10.24 Purchase and Assumption Agreement between Bank of America National Trust and Savings Association and BOK Financial Corporation dated July 27, 1998. 10.25 Merger Agreement among BOK Financial Corporation, BOKF Merger Corporation No. Seven, First Bancshares of Muskogee, Inc., First National Bank and Trust Company of Muskogee, and Certain Shareholders of First Bancshares of Muskogee, Inc. dated December 30, 1998. 10.26 Merger Agreement among BOK Financial Corporation, BOKF Merger Corporation Number Nine, and Chaparral Bancshares, Inc. dated February 19, 1999. 10.27 Merger Agreement among BOK Financial Corporation, Park Cities Bancshares, Inc., Mid-Cities Bancshares, Inc. and Mid-Cities National Bank dated February 24, 1999. 10.28 Merger Agreement among, BOK Financial Corporation, Park Cities Bancshares, Inc., PC Interim State Bank, Swiss Avenue State Bank and Certain Shareholders of Swiss Avenue State Bank dated March 4, 1999. 10.29 Merger Agreement among, BOK Financial Corporation, Park Cities Bancshares, Inc. and CNBT Bancshares, Inc. dated August 18, 2000. 10.30 Merger Agreement among, BOK Financial Corporation, Bank of Tanglewood, N.A. and TW Interim Bank dated October 25, 2002, incorporated by reference to Exhibit 2.0 of S-4 Registration Statement No. 333-98685. 10.31 Remote Outsourcing Services Agreement between Bank of Oklahoma, N.A. and Alltel Information Services, Inc., dated September 1, 2002, incorporated by reference to Exhibit 10.30 of the September 30, 2002 10-Q filed on November 13, 2002. 13.0 Annual Report to Shareholders for the fiscal year ended December 31, 2002. Such report, except for those portions thereof which are expressly incorporated by reference in this filing, is furnished for the information of the Commission and is not deemed to be "filed" as part of this Annual Report on Form 10-K. 21.0 Subsidiaries of BOK Financial. 23.0 Consent of independent auditors - Ernst & Young LLP. 99.0 Additional Exhibits. 99.1 Undertakings incorporated by reference into S-8 Registration Statement No. 33-44121 for Bank of Oklahoma Master Thrift Plan and Trust, incorporated by reference to Exhibit 99.1 of Form 10-K for the fiscal year ended December 31, 1993. 99.2 Undertakings incorporated by reference into S-8 Registration Statement No. 33-44122 for BOK Financial Corporation 1991 Special Stock Option Plan, incorporated by reference to Exhibit 99.2 of Form 10-K for the fiscal year ended December 31, 1993. 99.3 Undertakings incorporated by reference into S-8 Registration Statement No. 33-55312 for BOK Financial Corporation 1992 Stock Option Plan, incorporated by reference to Exhibit 99.3 of Form 10-K for the fiscal year ended December 31, 1993. 99.4 Undertakings incorporated by reference into S-8 Registration Statement No. 33-70102 for BOK Financial Corporation 1993 Stock Option Plan, incorporated by reference to Exhibit 99.4 of Form 10-K for the fiscal year ended December 31, 1993. 99.5 Undertakings incorporated by reference into S-8 Registration Statement No. 33-79834 for BOK Financial Corporation 1994 Stock Option Plan, incorporated by reference to Exhibit 99.5 of Form 10-K for the fiscal year ended December 31, 1994. 99.6 Undertakings incorporated by reference into S-8 Registration Statement No. 33-79836 for BOK Financial Corporation Directors' Stock Compensation Plan, incorporated by reference to Exhibit 99.6 of Form 10-K for the fiscal year ended December 31, 1994. 99.7 Undertakings incorporated by reference into S-8 Registration Statement No. 333-32649 for BOK Financial Corporation 1997 Stock Option Plan, Incorporated by reference to Exhibit 99.7 of Form 10-K for the fiscal year ended December 31, 1997. 99.8 Undertakings incorporated by reference into S-8 Registration Statement No. 333-93957for BOK Financial Corporation 2000 Stock Option Plan, Incorporated by reference to Exhibit 99.8 of Form 10-K for the fiscal year ended December 31, 1999. 99.9 Undertakings incorporated by reference into S-8 Registration Statement No. 333-40280 for BOK Financial Corporation Thrift Plan for Hourly Employees, Incorporated by reference to Exhibit 99.9 of Form 10-K for the fiscal year ended December 31, 2000. 99.10 Undertakings incorporated by reference into S-8 Registration Statement No. 333-100595 for BOK Financial Corporation Bank of Tanglewood 1996 Stock Option Plan, Incorporated by reference to Exhibit 99.10 of Form 10-K for the fiscal year ended December 31, 2002. 99.11 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Form 10-K for the fiscal year ended December 31, 2002. (B) REPORTS ON FORM 8-K NONE. (C) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K The exhibits listed in response to Item 14(A)(3) are filed as part of this report. (D) FINANCIAL STATEMENT SCHEDULES None. SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BOK FINANCIAL CORPORATION DATE: March 25, 2003 BY: /s/ George B. Kaiser ------------------------------ George B. Kaiser, Chairman of the Board of Directors Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 25, 2003, by the following persons on behalf of the Registrant and in the capacities indicated. OFFICERS /s/ George B. Kaiser /s/ Stanley A. Lybarger ----------------------------- ------------------------------ George B. Kaiser, *Stanley A. Lybarger, Chairman of the Board of Directors Director, President and Chief Executive Officer /s/ Steven E. Nell /s/ John C. Morrow ----------------------------- ------------------------------ *Steven E. Nell, John C. Morrow Executive Vice President and Senior Vice President and Director of Chief Financial Officer Financial Accounting and Reporting DIRECTORS /s/ C. Fred Ball, Jr. /s/ Robert J. LaFortune ----------------------------- ------------------------------ C. Fred Ball, Jr. Robert J. LaFortune /s/ Sharon J. Bell /s/ Philip C. Lauinger, Jr. ----------------------------- ------------------------------ Sharon J. Bell Philip C. Lauinger, Jr. /s/ Peter C. Boylan, III ----------------------------- ------------------------------ Peter C. Boylan, III John C. Lopez /s/ Joseph E. Cappy /s/ Steven J. Malcolm ----------------------------- ------------------------------ Joseph E. Cappy Steven J. Malcolm /s/ Luke R. Corbett ----------------------------- ------------------------------ Luke R. Corbett Frank A. McPherson /s/ William E. Durrett /s/ Steven E. Moore ----------------------------- ------------------------------ William E. Durrett Steven E. Moore /s/ James O. Goodwin ----------------------------- ------------------------------ James O. Goodwin J. Larry Nichols /s/ V. Burns Hargis ----------------------------- ------------------------------ V. Burns Hargis Robert L. Parker, Sr. /s/ Howard E. Janzen ----------------------------- ------------------------------ Howard E. Janzen James A. Robinson /s/ E. Carey Joullian, IV /s/ L. Francis Rooney, III ----------------------------- ------------------------------ E. Carey Joullian, IV L. Francis Rooney, III /s/ David L. Kyle /s/ Scott F. Zarrow ----------------------------- ------------------------------ David L. Kyle Scott F. Zarrow CEO CERTIFICATION I, Stanley A. Lybarger, certify that: 1. I have reviewed this annual report on Form 10-K of BOK Financial Corporation ("BOK Financial"); 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. BOK Financial's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for BOK Financial and have: a) designed such disclosure controls and procedures to ensure that material information relating to BOK Financial, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness BOK Financial's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. BOK Financial's other certifying officer and I have disclosed, based on our most recent evaluation, to BOK Financial's auditors and the audit committee BOK Financial's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the BOK Financial's ability to record, process, summarize and report financial data and have identified for the BOK Financial's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the BOK Financial's internal controls; and 6. BOK Financial's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. March 25, 2003 /s/ Stanley A. Lybarger ----------------------- Director, President and Chief Executive Officer CFO CERTIFICATION I, Steven E. Nell, certify that: 1. I have reviewed this annual report on Form 10-K of BOK Financial Corporation ("BOK Financial"); 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. BOK Financial's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for BOK Financial and have: a) designed such disclosure controls and procedures to ensure that material information relating to BOK Financial, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness BOK Financial's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. BOK Financial's other certifying officer and I have disclosed, based on our most recent evaluation, to BOK Financial's auditors and the audit committee BOK Financial's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the BOK Financial's ability to record, process, summarize and report financial data and have identified for the BOK Financial's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the BOK Financial's internal controls; and 6. BOK Financial's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. March 25, 2003 /s/ Steven E. Nell ------------------- Executive Vice President and Chief Financial Officer