Exhibit 10.4.3 (c)

                       AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment to Employment Agreement  ("Amendment") is made this 30th day
of  August,   2004  (the  "Amendment   Date")  between  the  following   parties
("Parties"):

          (i)  BOK Financial Corporation, an Oklahoma corporation ("BOKF"); and,

          (ii) W. Jeffery Pickryl,  an individual  currently  residing in Tulsa,
               Oklahoma (the "Executive").

     BOKF and  Executive,  in  consideration  of the promises and  covenants set
forth  herein (the receipt and  adequacy of which are hereby  acknowledged)  and
intending to be legally bound hereby, agree as follows:

(1)  Purpose of This Agreement. The purpose of this Amendment is as follows:

     (a)  Executive  and  BOKF  have   heretofore   entered  into  that  certain
          Employment Agreement dated September ___, 2003 (the "Agreement").

     (b)  Executive and BOKF desire to amend the Agreement.

     (c)  This  Amendment  sets  forth  the  agreement  of  Executive  and  BOKF
          respecting the amendment to the Agreement.

(2)  Additional  Agreement  Respecting  Termination  Without Cause. In the event
     Executive is terminated without cause (as hereafter  defined),  in addition
     to the  provisions  respecting  termination  without cause  provided in the
     Agreement:

     (a)  All options to acquire  Common Stock of BOKF which (i) have, as of the
          date of such termination,  been issued to Executive pursuant to one or
          more BOKF Stock Option Plan (the  "Plans")and (ii) have not, as of the
          date of



          such  termination,  vested in accordance  with the  provisions of such
          Plans, shall vest as follows:

          (i)  If Executive has reached the age of 60 years, but has not reached
               the age of 61 years, all unvested options which would have vested
               had  Executive  continued  to be  employed  for  five  (5)  years
               following the effective date of such termination shall vest;

          (ii) If Executive has reached the age of 61 years, but has not reached
               the age of 62 years, all unvested options which would have vested
               had  Executive  continued  to be  employed  for  four  (4)  years
               following the effective date of such termination shall vest;

          (iii)If  Executive  has  reached  the  age of 62  years,  but  has not
               reached the age of 63 years,  all  unvested  options  which would
               have vested had Executive  continued to be employed for three (3)
               years  following the  effective  date of such  termination  shall
               vest;

          (iv) If Executive has reached the age of 63 years, but has not reached
               the age of 64 years, all unvested options which would have vested
               had  Executive  continued  to  be  employed  for  two  (2)  years
               following the effective date of such termination shall vest;

          (v)  If Executive has reached the age of 64 years, but has not reached
               the age of 65 years, all unvested options which would have vested
               had Executive continued to be employed for one (1) year following
               the effective date of such termination shall vest.

     (b)  All options  which vest  pursuant to the  provisions  of the preceding
          sub-paragraph  shall  expire if not  exercised  on or before  the 90th
          calendar day following the effective date of such termination.

(3)  Definition  of Without  Cause.  Solely for the purposed of this  Amendment,
     Executive  shall  be  deemed  to have  been  terminated  for  cause  if the
     Executive was terminated for  unsatisfactory  performance of his duties and
     responsibilities.



     (a)  Executive shall be deemed to have been  terminated for  unsatisfactory
          performance  only  when a  majority  of the  members  of the  Board of
          Directors  of the BOKF finds that,  in the good faith  opinion of such
          majority,  the  Executive  has failed to  satisfactorily  perform  his
          duties and responsibilities after reasonable notice and an opportunity
          to achieve a satisfactory  level of performance,  such finding to have
          been made after at least  twenty  (20)  business  days'  notice to the
          Executive  and an  opportunity  for the  Executive,  together with his
          counsel, to be heard before such majority (in such manner and for such
          period  of time as the  Board,  in its  good  faith  discretion  shall
          determine).

     (b)  A material  reduction  in  responsibility  or title  shall be deemed a
          termination within the meaning of this paragraph and paragraph 2.

     (c)  The determination of such majority,  made as set forth above, shall be
          binding upon the BOKF and the Executive.

     (d)  The effective date of a termination for cause shall be the date of the
          action of such majority finding the termination was with cause

(4)  Ratification of the Agreement. The Agreement shall remain in full force and
     effect.

(5)  Miscellaneous  Provisions.  The Miscellaneous Provisions of Paragraph 10 of
     the Agreement shall apply to this Amendment.

Dated as of the Amendment Date.


                                        BOK FINANCIAL CORPORATION

                                                /s/ Stanley A. Lybarger
                                        By____________________________________

                                                /s/ W. Jeffrey Pickryl
                                        ------------------------------------
                                                 Executive's Signature