THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
BOK FINANCIAL CORPORATION*PO BOX 2300*BANK OF OKLAHOMA TOWER*TULSA OK 74192

PLEASE  MARK,  SIGN,  DATE AND  RETURN  THE PROXY  PROMPTLY  USING THE  ENCLOSED
ENVELOPE.  THE BOARD OF  DIRECTORS  RECOMMENDS  A VOTE FOR ITEM 1. Votes MUST be
indicated (x) in black or blue ink.

1. ELECTION OF DIRECTORS
   FOR all nominees listed below
   WITHHOLD AUTHORITY to vote for all nominees listed below
   EXCEPTIONS

NOMINEES: C. Fred Ball, Jr., Sharon J. Bell,  Joseph E. Cappy,  Luke R. Corbett,
     William E. Durrett,  Robert G. Greer, David F. Griffin, V. Burns Hargis, E.
     Carey  Joullian,  IV, George B. Kaiser,  Judith Z. Kishner,  David L. Kyle,
     Robert  J.  LaFortune,  Stanley  A.  Lybarger,  Steven  J.  Malcolm,  Paula
     Marshall-Chapman,  Steven E. Moore,  James A. Robinson,  L. Francis Rooney,
     III.

     *EXCEPTIONS
                  ------------------------------------------------------------

In their discretion the proxies are authorized to vote upon such other business
as may properly come before the meeting.

                                              Date    ShareOwner sign here


                                              Date    Co-Owner sign here



Please  sign  exactly  as name  appears  hereon.  When  shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee, or guardian,  please give full title as such. If a corporation,  please
sign in full corporate name by President or other authorized officer.

To change your address, please mark this box.