THE PLACES OF THE STORY

     Since 1991, BOK Financial  Corporation has evolved from a bank committed to
unparalleled  local  service in one state to an  integrated  financial  services
company  dedicated to relationship  banking  region-wide.  As always,  we remain
resolute  in our  devotion  to  creating  value for our  shareholders,  clients,
employees and communities. This is our story ....

 1

CREATING VALUE

THE BOK FINANCIAL CORPORATION STORY

In an age of  interminable  change,  our story  remains the same ... 14 years of
record  earnings and superior  returns for our  investors.  As we enter our 15th
year,  BOK  Financial  Corporation  remains  committed to growth by offering our
clients  superior  products  and  services  with a steadfast  focus on providing
long-term value for our shareholders.

     In 2004, BOK Financial  delivered record earnings,  including net income of
$179  million,  or $2.68 per share,  an  increase of 13 percent  over 2003.  Our
growth continues to be supported by revenue diversity and geographic  expansion.
We are enhancing our reach with the planned  acquisition of Valley Commerce Bank
in Phoenix,  one of the country's most dynamic markets.  With this new entry, we
will have full-service  banks in six states and offices in 10. Revenue diversity
helped us  overcome  the impact of the  slowdown  in  mortgage  activity,  which
accounted  for 18  percent  of net  income in 2003 but only 1  percent  in 2004.
Non-interest revenue from fees and commissions constituted 42 percent of revenue
in 2004 compared with 34 percent for peer banks with assets half to double ours.
Coupled with this is a devotion to improving  productivity  and efficiency.  Our
efficiency ratio of 60 percent compares favorably to peers with a similar mix of
fee  revenue.  Our  credit  quality  remains  very  strong,  and our  success is
bolstered by a commitment to strong local leadership, prudent expense management
and retention and recruitment of accomplished local bankers.

     On the  following  pages,  we tell our story.  But first,  we would like to
acknowledge  the  dedication  of  our  3,500  employees.   Their  commitment  to
excellence  and  achievement  with  integrity  enables BOK  Financial to provide
quality relationship banking and financial services that we believe are the best
in the markets we serve.  Our employees  will continue to provide  sophisticated
products and services  with a commitment  to  old-fashioned  banking that prizes
close,  personal attention and a dedication first and foremost to meeting client
needs.

     As we tell our  story--and  live it--we at BOK Financial  will always value
our people,  value our clients and remain committed to the communities we serve.
All the  while,  we will work to  generate  optimal  long-term  returns  for our
shareholders.  And with that, this is our story...  it's about creating  lasting
value, both now and into the future.

 2

CREATING VALUE

FOR INVESTORS, CLIENTS AND COMMUNITIES

In 1991,  BOK  Financial  Corporation  was a $2 billion bank focused on a single
state.  Today, we are a diversified,  $15 billion  regional  financial  services
company  with a presence  in the  Southwest,  Midwest  and the  Rockies.  Our 20
full-service  banking locations have grown to 149 locations in six states,  plus
broker-dealer  offices in 10. Our  emergence as a regional  financial  force for
businesses,  consumers, institutions and investors has provided an annual return
of 28 percent for our shareholders  since our founding.  A $10,000 investment in
BOK Financial in 1991 was worth $248,773 at the end of 2004.

     That's our story.  It's about creating  value--for our investors,  clients,
employees and  communities--through  a commitment to principles,  strategies and
structure that promote  prudent growth while keeping a vigilant eye on providing
the best,  most  responsive  service  available.  Although our results speak for
themselves,  we are not  content.  We  continue  to  enhance  the  value  of our
franchise  for all our  stakeholders.  We are the largest  bank in our  original
market and have enjoyed solid growth corporate-wide. Regionally, we are not bent
on being the biggest bank, just one that offers the best service in the areas we
choose to  compete.  We have grown  through  guidance  from a simple  vision--to
provide sophisticated  products competitive with the largest banks but delivered
with personal,  responsive client service characteristic of a local bank putting
the needs of customers  first.  Our vision is backed by  strategies  that foster
growth.We aim to:

- -    leverage our leadership position in Oklahoma,

- -    expand into growing metropolitan markets in the region,

- -    diversify and grow non-interest revenue, and

- -    focus on  opportunities  to  serve  the  commercial  middle  market,  small
     business and retail clients.

     Supporting our strategies is a consistent commitment to credit quality in a
diversified loan portfolio.  We also continue to introduce new technologies that
enhance our products and services,  creating  operating  efficiencies as part of
our  approach to  sensible  expense  management.  While we endeavor to hold down
business  costs,  our  chief  aim is to  improve  client  service  and  maximize
opportunities to generate new revenue.

     Our vision and  strategies  are reinforced by a business model that fosters
communication  among our  relationship  officers  across business lines to fully
meet each client's needs. In doing so, we make the most of opportunities  before
us and avoid the  isolation  that  shortchanges  clients with diverse  financial
needs.  Our broad,  inclusive focus is built on the experience of top executives
averaging  more than 25 years of industry  experience and 13 years on average at
our company. The percentage of company ownership

 3

personally  maintained  by our board of  directors  is among the  highest in the
nation, which helps create strong alignment between management and shareholders.
Executives oversee three divisions dedicated to client care:

- -    Consumer  and  Wealth  Management  encompasses  Consumer,   Trust,  Private
     Financial  Services,   Mortgage,   Community   Development  and  Investment
     Services;

- -    Oklahoma/Arkansas  Commercial includes Commercial,  Treasury Services,  and
     the electronic  funds business in our largest  Commercial  Banking segment;
     and

- -    Regional  Banking,  our fastest growing  segment,  has oversight of banking
     activities in Arizona, Colorado, New Mexico and Texas.

     Through all our  efforts,  we stand first and  foremost  behind local banks
managed by local  bankers and local boards of directors  who value  attention to
client  satisfaction and community service through six national  affiliate banks
and our broker-dealer. We are:

- -    Bank of Albuquerque (Albuquerque and Santa Fe)

- -    Bank of Arkansas (Fayetteville and Bentonville)

- -    Bank of Oklahoma (Oklahoma City, Tulsa and nine communities)

- -    Bank of Texas (Dallas-Fort Worth, Greater Houston and Sherman)

- -    Colorado State Bank and Trust (Denver)

- -    Valley Commerce Bank (Phoenix and Scottsdale) - closing  anticipated  April
     2005

- -    BOSC, Inc. (offices in 10 states)

     Our values are aimed at superior  client  service,  our  strategies  foster
growth and our operational  diversity and  organization  enhance  efficiency and
communication.  Our  attributes  bolster a local  focus on service  quality  and
client fulfillment.

     Ultimately,  our goal is to  produce  exceptional  growth in  earnings  and
long-term shareholder returns. We plan on keeping it that way, so our story will
remain the same--a chronicle of creating lasting value.

 4

CREATING VALUE

THROUGH DIVERSE REVENUE STREAMS

     For BOK Financial,  value equals  diversity.  Our story is about  competing
effectively  in any  economic  environment  with the help of diverse  sources of
non-interest revenue that fuel growth. Our results?

- -    12.3 percent annual growth over the last five years in fees and commissions
     from trust, mortgage, transaction cards, brokerage and trading, and deposit
     accounts.

- -    Non-interest  revenue  accounting for 42 percent of total revenue  compared
     with 34 percent for peer banks.

- -    The potential for greater  incremental growth in regional markets where our
     fee and commission generating lines are relatively new.

     Armed with product diversity and innovation, our Trust Division contributes
to this  non-interest  revenue  growth.  In 2004,  overall Trust revenue grew 26
percent-including  16  percent  internal  growth-from  first-rate  services  for
retirement and institutional benefits,  personal trust, estate planning,  mutual
fund advice,  corporate trust and trust oil and gas services. In fact, our trust
oil and gas services,  which include managing mineral properties for clients and
overseeing assets outsourced from other financial  institutions,  are considered
among the best nationally.  Other  cutting-edge  products and services garnering
national  attention  include our  self-directed 401 (k) plan utilized by some of
the nation's largest law firms, as well as smaller professional  corporations in
which principals want the flexibility to personally select from a broad universe
of  investment  options.  In our mutual fund family,  the  American  Performance
Funds,  our  short-term  income fund is among the top performers in its category
over the last five-year  period,  according to Lipper.  In addition to increased
revenue  from  new  trust  and  investment  products,  we  are  benefiting  from
consolidation of our trust,  investment management and affluent market brokerage
sales groups.  This  provides one point of client  contact for our full range of
investment  services  and ensures the most  comprehensive  service and  personal
attention available in any market.

     Growth in our Consumer Division continues to be fueled by our commitment to
add  full-service   locations,   utilize  innovative  marketing  approaches  and
constantly  improve client service through our Perfect Banking  initiative.  Our
approach has generated:

- -    fee growth of 20 percent in 2004 and 21 percent over five years, based on a
     compound annual growth rate,

- -    12  percent  growth in the  number of  checking  accounts  in 2004,  and 15
     percent annually over five years,

- -    overall  deposit growth of 15 percent in 2004 and 11 percent  annually over
     the five-year period.

 5

     While the number of our  full-service  locations has grown seven-fold since
our  founding,  we  maintain  a  concerted  program  of  finding  new  expansion
opportunities for our branch network in all our markets.  Last year, through new
in-store and traditional  branches, we added 12 locations that appeal to clients
appreciative of service with a personal touch.

     At our  broker-dealer,  we continue to experience fee and commission growth
through  superior  performance by financial  consultants  with experience  seven
times the industry  average.  The firm offers retail brokerage and institutional
sales,  as well as  public  finance  services  that rank  first in our  original
market. We have 165 registered  representatives  in 10 states.  But we are about
performance,  not just presence.  Our  broker-dealer  has  experienced  compound
annual  growth  in  revenue  of  20  percent  over  the  past  five  years.  Our
broker-dealer  investment revenue per million dollars of deposits is three times
the  industry  average.  To build  on our  accomplishments,  we have  introduced
financial  risk  management  services  that allow our  clients to hedge  energy,
interest rate and foreign  exchange risks.  We have also expanded  corporate and
mortgage-backed securities capabilities.

     Our electronic funds transfer network,  TransFund,  continues to experience
revenue growth--14 percent annually over five years--as an ATM network operator,
merchant  payment  service  provider and check card  processor.  We began with a
single ATM in 1976 and are now the nation's  11th  largest EFT  network,  solely
created by internal growth. TransFund has:

- -    almost 1,400 ATMs,

- -    340 financial institution clients in 10 states,

- -    1.7 million cardholders, and

- -    149 million debit card transactions a year.

     In Treasury  Services,  we provide  complete deposit services to commercial
clients.  Our mortgage  company  remains a valuable  contributor to non-interest
revenue,  and our  International  Department  generates a growing portion of fee
income  through a broad range of products and  services.  There are  substantial
non-interest revenue growth opportunities  throughout our regional markets where
we are still a relatively recent arrival.  In our original market,  non-interest
revenue was 49 percent of total revenue in 2004. Elsewhere, non-interest revenue
represents just 31 percent of the total,  but has grown 40 percent annually over
the past five years. We plan to continue  building value for our investors as we
expand our fee services into new markets.

 6

CREATING VALUE

IN A GROWING, DIVERSE REGION

Our  decision  in 1996 to expand  outside  our  original  market  into  thriving
metropolitan  areas in nearby states  signaled the beginning of a new chapter in
our company's  history.  Since we ventured into  neighboring  states almost nine
years ago, we have been transformed  into a financial  services company creating
value and strong returns for shareholders  through the inherent diversity of our
markets. As a result, we are less vulnerable to local economic downturns.

     More than half of BOK  Financial's  revenue  and  profitability  growth now
comes from regional  banks that provide a  relationship-driven  alternative  for
middle market  companies,  small business owners,  trust clients,  investors and
consumers weary of impersonal banking.  Our banks are making this difference for
our clients and  shareholders  in some of the nation's  fastest-growing  markets
with new  opportunities  for businesses  and rising incomes for residents.  U.S.
Census  estimates  and  data  from  Dun  &  Bradstreet  reveal  abundant  growth
opportunity. For example:

- -    The  Dallas-Fort  Worth  Metroplex is home to almost 5.7 million people and
     more than 240,000  locally based  businesses.  Included are 39 Fortune 1000
     headquarters  and more than 3,700 middle market companies with revenue from
     $10 million to $750 million.

- -    Greater Houston includes 5 million residents and 191,000 businesses. Middle
     market  companies  number more than 3,200. The nation's fourth largest city
     is home to 41 Fortune 1000 headquarters.

- -    The Phoenix  area has almost 3.4 million  residents  and more than  110,000
     locally based  businesses.  The nation's sixth largest city and its suburbs
     include  more than  1,600  middle  market  companies  and 14  Fortune  1000
     headquarters.

- -    More than 2.5 million people live in metro Denver,  where employers include
     more than 100,000  businesses.  Among the employers are 1,500 middle market
     companies and 15 Fortune 1000 headquarters.

     Even small gains in market share are significant in these vibrant  markets.
For  example,  a 1 percent  increase in deposit  market share in all of Oklahoma
represents $443 million in additional  deposits. A 1 percent increase in Houston
is more than twice that amount.

     Our formula for regional  expansion is simple:  We buy  well-managed  local
banks to gain access to attractive markets.  Then we focus on increasing revenue
by hiring talent to enhance  competitiveness,  adding  locations and  broadening
product  offerings.  While  our  operations  and  administrative  functions  are
consolidated system-wide, our client service and marketing functions are handled
locally by bankers who know their markets best. We recruit top  management  with
deep roots in the community,  proven business development and credit skills, and
demonstrated   loyalty  from  clients  and  employees.   We  prize

 7

high-quality  franchises  that we can develop by  introducing  new  products and
services. The planned addition this year of Valley Commerce Bank, with locations
in Phoenix and  Scottsdale,  follows our  expansion in 2003 into Denver with the
acquisition of Colorado State Bank and Trust.

     While we remain open to attractive opportunities region-wide,  our focus is
on ensuring the success of each acquisition by building a strong local bank that
generates  new  business  and  long-term  value.  An example  of our  successful
approach is Bank of Albuquerque.  In December 1998, we acquired 17 branches that
were part of a divestiture from the merger of two large national banks. Included
were consumer-focused locations but little management or back office operations.
From that basic  beginning,  we quickly built the bank into the fastest  growing
financial institution in the market. To accomplish quality growth, we:

- -    invested  heavily in new  talent,  recruiting  principally  from the larger
     banks in the market,

- -    added  commercial  lending  capabilities,  including a solid middle  market
     team,

- -    introduced our full array of fee-based products and services,

- -    included our broad base of consumer offerings, and

- -    launched trust and private financial services.

     The  results are a study in  success.  Over the past six years  revenue has
increased from $25 million to $58 million, a compound annual growth rate of more
than 18 percent. We are now the third largest bank in the Albuquerque market.

     In 2004, our banks outside of Oklahoma  accounted for 33 percent,  or $58.6
million, of consolidated net income.  Earnings for the regional banks have grown
28 percent annually for the last five years. One of the factors  contributing to
this growth is an expanding number of locations.

     Bank  of  Texas  marked  its  37th  location  with  the  opening  of a  new
full-service location on the west side of Fort Worth's central business district
in 2004. This is the bank's first full-service  office in the growing city and a
continuation of its expansion across North Texas.

     We continue  to  anticipate  growth in the years ahead in regional  markets
with  diverse  economies  and new  possibilities  for us,  our  clients  and our
shareholders.

 8

CREATING VALUE

WITH QUALITY LOANS AND LEADERSHIP

In banking, loans and credit quality are integral to value. Our commitment to be
top  lenders  with sound  credits  in a diverse  portfolio  has helped  generate
consistent loan growth and a steady  increase in net interest  revenue in stable
markets.  We are  committed  region-wide  to  serving  middle  market  and small
business  clients through strong local account  managers with the flexibility to
accommodate clients. We support our staff with centralized credit oversight that
includes a strong commitment to quality loans. How do we measure our success?

- -    By 9.5  percent  compound  annual  growth rate for loans over the past five
     years compared with 7.0 percent for peer banks,

- -    by 12.9 percent annual revenue growth in corporate banking since 2000, and

- -    by net charge-offs that average 31 basis points over the past five years.

     Our entire loan  portfolio--$7.9  billion at year-end 2004--is bolstered by
quality  service for energy  clients,  manufacturers  and commercial real estate
developers,  among  others.  We also  allow our  clients  to lock in cash  flows
through our energy  hedging  program and offer  interest rate  derivatives  that
allow   clients  to  quickly   and   efficiently   change  the   interest   rate
characteristics of their debt.

     Our credit standards, which are applied consistently across the region, are
among the most stable in the industry. Attention to the value and quality of our
loan portfolio and prudent  management of our credits has been developed through
experiences in the best and worst of economic times.

     While we have  successfully  applied our expertise  regionally,  we are not
satisfied to rest on our accomplishments in Oklahoma. We are the premier bank in
the  state,  but we  continue  to build  on our  leadership  in  every  segment.
Initially we benefited from disruptions  created by mergers and  consolidations,
but as consolidation slows, our approach continues to generate new growth.

     In 1998, we had 9.8 percent of statewide  deposits,  which was 3 percentage
points higher than our nearest  competitor.  Through ongoing growth initiatives,
our statewide  deposit  share has increased to 13.0 percent,  which is more than
twice the market share of our next largest competitor.  Industry statistics show
that we are also  the  leader  in  commercial  and  consumer  banking,  mortgage
origination,  trust and ATM/EFT.  Our ability to compete against small community
banks and large  national  banks in Oklahoma  gives us confidence we can compete
well in our regional markets. It is hard to win on the road if you cannot win at
home. Our growth in Oklahoma,  combined with our regional expansion, is a strong
foundation as we strive to constantly add value.

 9

EPILOGUE:

VALUE THROUGH A VISION

In 2005, we continue to focus on creating value through superior performance for
our shareholders. We plan to add products and services in Phoenix, which abounds
with growth prospects among middle market companies, as well as small businesses
served well by Valley Commerce. This planned acquisition includes a full-service
location  in the  upscale  Kierland  section  of  Scottsdale,  where  we plan to
introduce trust and investment  services to affluent  clients and market private
financial services.

     We are also continuing our strategic  approach to branch expansion with the
addition  of eight new  locations.  These  include six  traditional  branches in
Dallas,  Houston,  Denver,  Albuquerque,  Bentonville and Oklahoma City. We also
plan to open new supermarket  locations in the Dallas suburb of Plano and in the
Tulsa area.

     We  continue  to  aggressively  reinvest in new  technology,  products  and
services.  For  example,  all our markets  will  benefit  from new  offerings in
Treasury  Services and Retirement & Institutional  Trust.  Treasury  Services is
introducing  an imaged  wholesale  lockbox  project that gives  clients  quicker
access  to  records.  We  are  also  enhancing  fraud  protection,   introducing
additional  check image  capabilities  and  implementing  cutting-edge  clearing
solutions.

     Retirement & Institutional  Trust is already reaping  benefits from our new
managed  allocation  portfolios.  We are also  offering  an  "Autopilot"  401(k)
program  for  plan  sponsors  that  makes  it  easy to save  for  retirement  by
automatically  enrolling eligible participants,  increasing participant deferral
contributions  annually and investing  and  rebalancing  plan accounts  based on
targeted  retirement dates. New offerings also will reduce employers'  workloads
through  a  very   successful   program   developed   jointly  by  Retirement  &
Institutional Trust, BOSC and our American Performance Fund family.

     These  enhancements  will  contribute  to  the  diversity  of our  fee  and
commission  generating products and services. We will also introduce new lending
capabilities  through the initial thrust of a region-wide  expansion of indirect
auto lending and floor plan lending for auto dealers.

     And while we continue to develop our revenue base and expand commercial and
consumer banking through  internal growth,  we will look for new acquisitions to
enhance our positions in existing markets and enter growing  metropolitan  areas
where our  products  and  services  can make a  difference  for clients  seeking
relationship banking.

     Despite  our  accomplishments  over the past 14  years--indeed,  because of
them--we will not rest. Through our vision for success,  we remain determined to
stay on course and care for the long-term needs of our  shareholders by creating
value that lasts and keeps on growing,  for them, for our clients, our employees
and our communities.

 10

Photograph  shown and  accompanied  by the caption,  "BOK  Financial's  focus on
building  long-term  value for investors,  clients and  communities has produced
results: a $10,000 investment in 1991 was worth $248,773 at the end of 2004."

Photograph shown and accompanied by the caption,  "Performance off the court has
led to attention on it for Bank of Texas. A partnership with the Houston Rockets
includes a check card logo of the two-time NBA champion."

Photograph shown and accompanied by the caption, "Bank of Texas has emerged as a
strong  financial  institution in greater  Houston  through  internal growth and
acquisitions in the nation's fourth largest city."

Photograph  shown and  accompanied  by the  caption,  "Opportunity  coupled with
quality local banking and a commitment to value.  That's how Bank of Albuquerque
has emerged as a formidable  competitor  against  some of the  nation's  largest
banks."

 11

Photograph  shown and  accompanied  by the  caption,  "The  opening in 2004 of a
downtown branch in Fort Worth marked Bank of Texas' 37th location  statewide and
a continuation of its expansion across the thriving Dallas-Fort Worth Metroplex.
Additional locations are planned for 2005."

Photograph  shown and  accompanied  by the  caption,  "An  expanded  offering of
products and services for middle market  commercial,  trust and private  banking
clients is fueling growth in Denver at Colorado State Bank and Trust."

Photograph  shown and  accompanied  by the  caption,  "Bank of  Arkansas  offers
clients the best of both worlds--personal relationship banking and sophisticated
products and services competitive with the largest institutions in the market."

Photograph  shown and  accompanied  by the caption,  "A commitment to convenient
banking  throughout  BOK  Financial's  markets has led to the  dedication  of 48
in-store locations and plans for more in 2005."

 12

Photograph shown and accompanied by the caption,  "Adding value to the community
includes a commitment  to  improving  the quality of life.  In Houston,  Bank of
Texas  sponsored a benefit for  Houston-area  youth sports leagues that provided
much needed field space for thousands of youngsters."

Photograph shown and accompanied by the caption, "Community is an inclusive word
at BOK  Financial.  In  addition to  sponsoring  multicultural  events,  Bank of
Albuquerque  offers the best service in the market as a part of an initiative to
serve the Hispanic population."

Photograph shown and accompanied by the caption, "Bank of Oklahoma's sponsorship
of  the  Tulsa  Run is a part  of an  ongoing  commitment  to add  value  to the
communities we serve."

Photograph shown and accompanied by the caption,  "Mark Funke, president of Bank
of Oklahoma in Oklahoma  City,  symbolizes  the  company's  commitment  to local
leadership  and  community  banking.  Mark and his team  continue  to build on a
reputation as the premier commercial bank in the market."

Photograph  shown and accompanied by the caption,  "A strong community spirit is
demonstrated  throughout  our markets by outreaches  such as a drive that helped
collect more than 17,000 books to improve literacy for children and adults."