SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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BOK FINANCIAL CORPORATION

(Name of Registrant as Specified In Its Charter)

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P.O. Box 2300
Tulsa, Oklahoma 74192
918/588-6000

March 26, 2008

To Each Shareholder:

     You are cordially invited to attend the Annual Meeting of Shareholders of BOK Financial Corporation to be held this year in the Tulsa Room on the ninth floor of the Bank of Oklahoma Tower, One Williams Center, Tulsa, Oklahoma on Tuesday, April 29, 2008, at 11:00 a.m. local time. Details of the business to be conducted at the annual meeting are given in the attached Notice of Annual Meeting and Proxy Statement. Also enclosed is our Annual Report to Shareholders, covering the fiscal year ended December 31, 2007.

     We hope that you will be able to attend this meeting, but all shareholders, whether or not they expect to attend the meeting, are requested to complete, date and sign the enclosed proxy and return it in the enclosed envelope as promptly as possible.

     We look forward to seeing you at the meeting.

		Sincerely,
		/s/ George B. Kaiser   George B. Kaiser, Chairman of the
		Board of Directors
		/s/ Stanley A. Lybarger   Stanley A. Lybarger, President and
		Chief Executive Officer

     IF YOU PLAN TO ATTEND THE 2008 ANNUAL MEETING OF SHAREHOLDERS OF BOK FINANCIAL CORPORATION, PLEASE TAKE NOTE OF THE FOLLOWING: Due to security measures in place at the Bank of Oklahoma Tower, it will be necessary for you to check in at the Williams security desk on the plaza level of the Tower. You will be required to provide identification to receive a visitor pass.

BOK FINANCIAL CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on April 29, 2008

Each Shareholder:

     Notice is hereby given that the Annual Meeting of Shareholders of BOK Financial Corporation (the “Company” or “BOK Financial”), an Oklahoma corporation, will be held in the Tulsa Room on the ninth floor of the Bank of Oklahoma Tower, One Williams Center, Tulsa, Oklahoma on April 29, 2008, at 11:00 a.m. local time, for the following purposes:

	1.		To fix the number of directors to be elected at eighteen (18) and to elect eighteen (18) persons as directors for a term of one year or until their successors have been elected and qualified;
	2.		To approve the Amended and Restated 2003 Executive Incentive Plan;
	3.		To ratify the selection of Ernst & Young LLP, as the Company’s independent auditor for the fiscal year ending December 31, 2008; and
	4.		To transact such other business as may properly be brought before the Annual Meeting or any adjournment or adjournments thereof.

     The meeting may be adjourned from time to time and, at any reconvened meeting, action with respect to the matters specified in this notice may be taken without further notice to shareholders unless required by the Bylaws.

     The Board recommends that shareholders vote FOR (i) the director nominees named in the accompanying proxy statement, (ii) the approval of the Amended and Restated 2003 Executive Incentive Plan, and (iii) the ratification of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2008.

     Only shareholders of record at the close of business on March 3, 2008, shall be entitled to receive notice of, and to vote at, the annual meeting. A complete list of shareholders entitled to vote will be available for inspection at our offices, Bank of Oklahoma Tower, One Williams Center, Tulsa, Oklahoma 74172.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Frederic Dorwart

Frederic Dorwart, Secretary

March 26, 2008
Tulsa, Oklahoma

BOK FINANCIAL CORPORATION
Bank of Oklahoma Tower
Tulsa, Oklahoma 74172

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

To be held April 29, 2008

General

     The enclosed proxy is solicited on behalf of the Board of Directors of BOK Financial Corporation for use at our annual meeting of shareholders. The annual meeting will be held on Tuesday, April 29, 2008, at 11:00 a.m. local time in the Tulsa Room on the ninth floor of the Bank of Oklahoma Tower, One Williams Center, Tulsa, Oklahoma.

     These proxy materials will be mailed on or about March 26, 2008 to holders of record of common stock as of the close of business on March 3, 2008.

Voting by proxy

     You may vote at the annual meeting by completing, signing and returning the enclosed proxy card. If not revoked, your proxy will be voted at the annual meeting in accordance with your instructions marked on the proxy card. If you fail to mark your proxy with instructions, your proxy will be voted FOR the election of the eighteen (18) nominees for director listed in this Proxy Statement, FOR the approval of the Amended and Restated 2003 Executive Incentive Plan and FOR the ratification of Ernst & Young, LLP as the Company’s independent auditor for the fiscal year ending December 31, 2008.

     As to any other matter that may be properly brought before the annual meeting, your proxy will be voted as the Board of Directors may recommend. If the Board of Directors makes no recommendation, your proxy will be voted as the proxy holder named in your proxy card deems advisable. The Board of Directors does not know of any other matter that is expected to be presented for consideration at the annual meeting.

     Any shareholder executing a proxy retains the right to revoke it any time prior to exercise at the annual meeting. A proxy may be revoked by (i) delivery of written notice of revocation to Frederic Dorwart, Secretary, at 124 East Fourth Street, Tulsa, Oklahoma 74103, (ii) execution and delivery of a later proxy to the address indicated on the proxy card, or (iii) voting the shares in person at the annual meeting. If not revoked, all shares represented by properly executed proxies will be voted as specified therein.

Voting and quorum requirements at the meeting

     Only holders of shares of common stock at the close of business on March 3, 2008, (the “record date”) are entitled to notice of and to vote at the annual meeting. On the record date, there were 68,082,238 shares of common stock entitled to vote.

     You will have one vote for each share of common stock held by you on the record date.

     In order to have a meeting it is necessary that a quorum be present. The presence in person or by proxy of the holders of a majority of the outstanding shares of common stock is necessary to constitute a

quorum at the annual meeting. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. Abstentions and broker non-votes will not be counted as having voted either for or against a proposal.

     The affirmative vote of the holders of a majority of the shares present or represented at the meeting in which a quorum is present that actually vote for or against the matter is required for approval of all matters other than election of directors. Directors are elected by a majority vote, meaning that in uncontested elections a nominee for director will be elected to the Board if the number of votes cast “FOR” the nominee’s election exceeds the number of votes cast “AGAINST” that nominee’s election.

     George B. Kaiser currently owns approximately 65.6% of the outstanding common stock and plans to vote in person at the meeting.

Solicitation of proxies

     We are paying for all our costs incurred in soliciting proxies for the annual meeting. In addition to solicitation by mail, we may use our directors, officers and regular employees to solicit proxies by telephone or otherwise. These personnel will not be specifically compensated for these services. We will pay persons holding shares of common stock for the benefit of others, such as nominees, brokerage houses, banks, and other fiduciaries, for the expense of forwarding solicitation materials to the beneficial owner.

Annual report

     Our Annual Report to Shareholders, covering the fiscal year ended December 31, 2007, including audited financial statements, is enclosed. No parts of the Annual Report are incorporated in this Proxy Statement or are deemed to be a part of the material for the solicitation of proxies.

Principal Shareholders of the Company

     To the extent known to the Board of Directors of the Company, as of March 3, 2008, the only shareholders of the Company having beneficial ownership of more than 5% of the shares of common stock of the Company are as set forth below:

		Amount & Nature				Percent of
Name & Address of Beneficial Owner		Beneficial Ownership				Class
George B. Kaiser(1)			44,645,569				65.6	%
P.O. Box 21468 Tulsa, Oklahoma 74121-1468
Columbia Wagner Asset Management, L.P.(2)			3,912,000				5.8

Security Ownership of Certain Beneficial Owners and Management

     As of March 3, 2008, there were 68,082,238 shares of common stock issued and outstanding. The following table sets forth, as of March 3, 2008, the beneficial ownership of common stock of BOK Financial, by each director and nominee, the chief executive officer (Mr. Lybarger), the chief financial officer (Mr. Nell), and the three other executive officers named in the Summary Compensation Table appearing at page 30, and, as a group, all of such persons and other executive officers not named in the table.

		Amount and Nature of
Name of Beneficial Owner		Beneficial Ownership(1)				Percent of Class(2)
Gregory S. Allen			2,175	(3)			*
C. Fred Ball, Jr.			47,675	(4)			*
Sharon J. Bell			84,468	(5)			*
Peter C. Boylan, III			1,918				*
Steven G. Bradshaw			75,463	(6)			*
Chester Cadieux, III			588				*
Joseph W. Craft III			107				*
William E. Durrett			103,350	(7)			*
Daniel H. Ellinor			37,086	(8)			*
John W. Gibson			0				*
David F. Griffin			39,580	(9)			*
V. Burns Hargis			59,339	(10)			*
E. Carey Joullian, IV			3,241	(11)			*
George B. Kaiser			44,645,569	(12)			65.6	%
Thomas L. Kivisto			3,246	(13)			*
Robert J. LaFortune			84,259				*
Stanley A. Lybarger			302,748	(14)			*
Steven J. Malcolm			1,089	(15)			*
Paula Marshall			846				*
Steven E. Nell			52,581	(16)			*
W. Jeffrey Pickryl			51,454	(17)			*
E.C. Richards			1,311				*
All directors, nominees and executive officers as a group (22 persons including the above)			45,598,093				66.6	%

PROPOSAL ONE

ELECTION OF DIRECTORS

Nominees and vote required to elect nominees

     A board of eighteen (18) directors is to be elected at the annual meeting. The nominees for director who receive a greater number of shares voting “FOR” their election than “AGAINST” shall be elected as directors. You may vote the number of shares of common stock you own for up to eighteen (18) persons. Unless you otherwise instruct by marking your proxy card, the proxy holders will vote the proxies received by them FOR the election of each of the eighteen (18) nominees named below.

     If at the time of the annual meeting any of the nominees is unwilling or unable to serve, all proxies received will be voted in favor of the remainder of those nominated and for such substitute nominees, if any, as shall be designated by the board and nominated by any of the proxies named in the enclosed proxy form. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected.

Term of office

     The term of office of each person elected as a director will continue until the next annual meeting of shareholders or until his or her successor has been elected and qualified.

Family relationships

     There are no family relationships by blood, marriage or adoption between any director or executive officer of the company and any other director or executive officer of the company.

Information about nominees

     Certain information concerning the nominees to the Board of Directors of the company is set forth below based on information supplied by the nominees. All information is as of March 3, 2008. All references in this Proxy Statement to “BOk” shall mean Bank of Oklahoma, National Association, and all references to “BOT” shall mean Bank of Texas, National Association, both of which are banking subsidiaries of BOK Financial Corporation.

						Principal Occupation, Business		First Year
						Experience During Last 5 Years, and		Became a
Name		Age				Directorships of Other Public Companies		Director
Gregory S. Allen			45			President and CEO, Advance Food Company (manufacturer and marketer of value-added food products). Mr. Allen has served as President of Advance Food Company since 1998.			2005
C. Fred Ball, Jr.			63			Chairman and Chief Executive Officer of BOT and is responsible for all banking activities in the State of Texas for BOKF. Before joining BOT in 1997, he was Executive Vice President of Comerica Bank-Texas and later President of Comerica Securities, Inc.			1999

						Principal Occupation, Business		First Year
						Experience During Last 5 Years, and		Became a
Name		Age				Directorships of Other Public Companies		Director
Sharon J. Bell			56			Attorney and Managing Partner, Rogers and Bell (Tulsa, Oklahoma); Trustee and General Counsel, Chapman-McFarlin Interests; formerly a Director and President of Red River Oil Company (oil and gas exploration and development).			1993
Peter C. Boylan, III			44			CEO of Boylan Partners, LLC (investment management and advisory organization) since March 2002. From April 2002 through March 2004, Mr. Boylan served as Director, President and Chief Operating Officer of Liberty Broadband Interactive Television, Inc. (technology company providing software, services and products to cable and satellite television network operators worldwide), a company controlled by Liberty Media Corporation. Prior to April 2002, Mr. Boylan was Co-President, Co-Chief Operating Officer, Member of the Office of the Chief Executive Officer, and Director of Gemstar-TV Guide International, Inc. (media, entertainment, technology and communications company).			2005
Chester Cadieux, III			41			President, CEO and Director of QuikTrip Corporation (a gasoline and retail convenience chain) since 2002. Prior to becoming President and CEO, Mr. Cadieux served as Vice President of Sales at QuikTrip Corporation.			2005
Joseph W. Craft, III			57			President, Chief Executive Officer and Director of Alliance Resource Partners, LLP (a diversified coal producer and marketer) since 1999. Mr. Craft also serves as President, Chief Executive Officer and a Director of Alliance Holdings GP, L.P. Previously, Mr. Craft served as President of MAPCO Coal Inc. since 1986.			2007
William E. Durrett			77			Senior Chairman of the Board and Director of American Fidelity Corporation (insurance holding company), and American Fidelity Assurance Company (a registered investment advisor).			1991
John W. Gibson			55			Chief Executive Officer of ONEOK, Inc. and Chairman, President and Chief Executive Officer of ONEOK Partners GP, L.L.C., the general partner of ONEOK Partners, L.P. Prior to coming to ONEOK in 2000, Mr. Gibson was Executive Vice President of Koch Energy, Inc. He spent 18 years with Phillips Petroleum Company, in a variety of positions, including Vice President of Marketing of its natural gas subsidiary, GPM Gas Corp.		Nominee
David F. Griffin			42			President, Griffin Communications, L.L.C. (owns and operates CBS affiliated television stations in Oklahoma); formerly President and General Manager, KWTV-9 (Oklahoma City).			2003

						Principal Occupation, Business		First Year
						Experience During Last 5 Years, and		Became a
Name		Age				Directorships of Other Public Companies		Director
V. Burns Hargis			62			President, Oklahoma State University since March, 2008. Prior to becoming OSU President, Mr. Hargis served as Vice Chairman, BOK Financial and BOk and Director of BOSC, Inc. since 1997; formerly Attorney and Shareholder of the law firm of McAfee & Taft (Oklahoma City, Oklahoma).			1993
E. Carey Joullian, IV			47			Chairman, President and Chief Executive Officer of Mustang Fuel Corporation and subsidiaries; President and Manager, Joullian & Co., L.L.C.; Manager, JCAP, L.L.C.			1995
George B. Kaiser			65			Chairman of the Board of BOK Financial and BOk; President and principal owner of Kaiser-Francis Oil Company (independent oil and gas exploration and production company).			1990
Thomas L. Kivisto			56			Chairman, President and Chief Executive Officer of SemGroup, LP (gathering, transporting, marketing and hedging services for energy industry).			2006
Robert J. LaFortune			81			Self-employed in the investment and management of personal financial holdings. Mr. LaFortune is also a director of Apco Argentina, Inc.			1993
Stanley A. Lybarger			58			President and Chief Executive Officer of BOK Financial and BOk; previously President of BOk Oklahoma City Regional Office and Executive Vice President of BOk with responsibility for corporate banking.			1991
Steven J. Malcolm			59			Chairman, President and Chief Executive Officer of The Williams Companies, Inc. (energy holding company); formerly, President and Chief Executive Officer of Williams Energy Services after serving as senior vice president and general manager of Midstream Gas and Liquids for Williams Energy Services.			2002
Paula Marshall			54			Chief Executive Officer, The Bama Companies, Inc. (manufacturer and marketer of food products); Ms. Marshall is also a director of Helmerich and Payne, Inc. (oil and gas drilling contractor) and American Fidelity Corporation (insurance holding company). She is also a former director of the Federal Reserve Bank of Kansas City.			2003
E.C. Richards			58			Manager, Core Investment Capital, LLC. Mr. Richards previously served on the BOKF Board of Directors from 1997 through 2001.		Nominee

The Board of Directors recommends that you vote FOR the eighteen nominees. Proxies will be voted FOR the eighteen nominees unless otherwise specified.

PROPOSAL TWO

APPROVAL OF AMENDED AND RESTATED 2003 EXECUTIVE INCENTIVE PLAN

     Section 162(m) of the Internal Revenue Code. Section 162(m) of the Internal Revenue Code generally limits to $1 million the amount that a publicly-held company is allowed to deduct each year for the compensation paid to each of the corporation’s chief executive officer and three most highly compensated executive officers other than the chief financial officer. However, performance-based compensation is not subject to the limit. In order to qualify as performance-based compensation, payments must be computed on the basis of an objective, performance-based standard determined by a committee that consists solely of two or more voting outside directors and the material terms under which the compensation is to be paid, including the performance goals, must be disclosed to and approved by the shareholders.

     Independent Compensation Committee. In December 2002, the Board of Directors established an Independent Compensation Committee to administer a performance-based compensation plan for senior executives as required by the provisions of Section 162(m). The Independent Compensation Committee, with the assistance of a leading executive compensation consulting firm, Towers Perrin, developed a performance-based compensation plan called the 2003 Executive Incentive Plan which Company shareholders approved in 2003. Pursuant to Section 162(m), the shareholders are required to re-approve performance-based compensation plans every five years and as such, the Company is presenting the Amended and Restated 2003 Executive Compensation Plan (the “Plan”) to Company shareholders for approval. The Amended and Restated 2003 Executive Compensation Plan will be effective for 2008 compensation awards.

     Performance-Based Compensation. Performance-based compensation awarded pursuant to the Plan consists of annual and long term incentive compensation. The chief executive officer, executives who report directly to the chief executive officer, and other selected officers approved by the Independent Compensation Committee may participate in the Plan. A participant may earn (i) an annual incentive equal to a specified percentage of annual salary paid in cash and (ii) long term incentive compensation payable in performance shares and stock options. The maximum annual incentive compensation allowed under the Plan to any one executive is $2,000,000. The maximum restricted shares and stock options which may be issued annually to any one executive is 60,000 and 100,000 respectively. The exercise price for stock options awarded pursuant to the Plan is the fair market value of the Company’s common stock on the date the stock options are granted. For a detailed description of annual and long term incentives and other terms of the Plan, see page 23, “Components of Executives Compensation,” and “Annual Incentive”, and page 24, “Long-Term Incentive.”

     The foregoing is a summary of the terms of the Plan. Shareholders are encouraged to read the Plan, which is attached to this proxy statement as Appendix A, in its entirety. Shareholders should also review the Compensation Discussion and Analysis section of this proxy statement beginning on page 19, which outlines the Company’s complete executive compensation program.

     Vote Required. The affirmative vote of the holders of a majority of the shares of common stock, present in person or by proxy, voted at the meeting, is required for approval of the Plan under Section 162(m).

The Board of Directors recommends that you vote FOR the approval of the Amended and Restated 2003 Executive Incentive Plan. Proxies will be voted FOR the Plan unless otherwise specified.

PROPOSAL THREE

RATIFICATION OF SELECTION OF AUDITOR

     Ernst & Young LLP began serving as the Company’s independent auditor since its inception on October 24, 1990. The Audit Committee has selected Ernst & Young LLP as our independent auditor for the fiscal year ending December 31, 2008.

     While we are not required to do so, the Company is submitting the selection of Ernst & Young LLP to serve as our independent auditor for the fiscal year ending December 31, 2008, for ratification in order to ascertain the views of our shareholders on this appointment. If the selection is not ratified, the Audit Committee will reconsider its selection. Representatives of Ernst & Young LLP are expected to be present at the annual meeting, will be available to answer shareholder questions and will have the opportunity to make a statement if they desire to do so.

The Board of Directors recommends that you vote FOR ratification of the selection of Ernst & Young LLP as the independent auditor of BOKF and its subsidiaries for the fiscal year ending December 31, 2008. Proxies will be voted FOR ratifying this selection unless otherwise specified.

Compensation of Directors

     All non-officer directors of BOK Financial and BOk receive a single retainer of $7,500 per year, payable quarterly in arrears in BOK Financial common stock in accordance with the BOKF Directors Stock Compensation Plan, whether serving on one or more of the boards of directors. Director compensation shares are issued to each director on or before the 15^th day following the end of each calendar quarter during which such director served as a member of the Board of Directors of BOK Financial or BOk. The BOKF Directors Stock Compensation Plan further provides that the issuance price for the director compensation shares is the average of the mid-points between the highest price and the lowest price at which trades occurred on NASDAQ on the five trading days immediately preceding the end of the calendar quarter.

     All non-officer directors also are paid $500 in cash for each board of directors or committee meeting attended (provided only one fee is paid when two or more committees meet contemporaneously) and $1,000 in cash for each committee meeting chaired. No such fees are paid for meetings not attended. In addition, the Chairman of the Risk Oversight and Audit Committee receives $250 for each quarterly earnings release conference and upon application to, and subject to the discretion of, the Committee, $250 for each additional substantive conference with the Company’s independent auditors.

     Company Directors earned the following amounts in 2007:

		Fees Earned
		or				Stock
		Paid in Cash				Awards(1)(2)				Total
Name		($)				($)				($)
Gregory S. Allen		$	6,500			$	7,500			$	14,000
Sharon J. Bell			6,500				7,500				14,000
Peter C. Boylan, III			13,500				7,500				21,000
Chester Cadieux, III			8,000				7,500				15,500
Joseph W. Craft			2,250				7,500				9,750
William E. Durrett			2,000				7,500				9,500
David F. Griffin			17,500				7,500				25,000
E. Carey Joullian, IV			11,250				7,500				18,750
Judith Z. Kishner			7,000				7,500				14,500
Thomas L. Kivisto			7,000				7,500				14,500
David L. Kyle			5,000				7,500				12,500
Robert J. LaFortune			7,500				7,500				15,000
Steven J. Malcolm			8,500				7,500				16,000
Paula Marshall			1,500				7,500				9,000

Attendance of Meetings

     The entire Board of Directors of BOK Financial met four times during 2007. All directors of BOK Financial attended 75% of all meetings of the Board of Directors and committees on which they served, except Ms. Marshall and Messrs. Allen and Kivisto, who were unable to attend 75% of the meetings due to business and personal conflicts. Although BOK Financial does not have a policy with

respect to attendance by the Directors at the Annual Meeting of Shareholders, Directors are encouraged to attend. Seventeen of the nineteen members of the Board of Directors attended the 2007 Annual Meeting of Shareholders. The Board of Directors intends to meet at least four times in 2008.

Director Nominations

     While the Board of Directors does not have a standing nomination committee, director candidates identified by management and members of the Board of Directors are discussed at virtually every Board of Directors meeting. The Board has no written policy on qualifications of directors; however, the understood expectation is that directors will have all of the following characteristics: (i) impeccable integrity; (ii) strong sense of professionalism, and (iii) capability of serving the interests of stockholders, and several of the following characteristics: (i) prominence in the community; (ii) significant relations with one of the Company’s subsidiary banks, (iii) ability to represent the views of under-represented constituencies in the Company’s market areas, (iv) financial analytical skill and expertise, and (v) vision for social trends.

     The Board of Directors will consider director candidates recommended by stockholders if provided with the following: (i) evidence in accordance with Rule 14a-8 of compliance with stockholder eligibility requirements, (ii) the written consent of the candidate(s) for nomination as a director and verification as to the accuracy of the biographical and other information submitted in support of the candidate, (iii) a resume or other written statement of the qualifications of the candidate(s) for nomination as a director, and (iv) all information regarding the candidate(s) and the submitting stockholder that would be required to be disclosed in a proxy statement filed with the SEC if the candidate(s) were nominated for election to the Board of Directors. Any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by board members, management or other parties are evaluated. The Board of Directors encourages shareholder director candidate recommendations.

     Any stockholder that wishes to present a director candidate for consideration should submit the information identified above pursuant to the procedures set forth below under “Communication with the Board of Directors” on page 15.

Director Independence

     The Board of Directors has determined that BOK Financial is a “controlled company,” as defined in Rule 4350(c)(5) of the NASDAQ listing standards, based on Mr. Kaiser’s beneficial ownership of approximately 65.6% of the outstanding common stock. Accordingly, BOK Financial is exempt from certain requirements of the NASDAQ listing standards, including the requirement to maintain a majority of independent directors on the Company’s Board of Directors and the requirements regarding the determination of compensation of executive officers and the nomination of directors by independent directors. Nevertheless, the Company does maintain a substantial majority of independent directors, determines upper level management compensation through an independent board committee and nominates new board members through board consensus. Further, the Risk Oversight and Audit Committee is comprised solely of independent board members in accordance with NASDAQ Rule 4350(d). Further discussion regarding determination of independence may be found in the sections entitled “Risk Oversight and Audit Committee” and “Independent Compensation Committee” herein.

Compensation Committee Interlocks and Insider Participation

     No voting member of the Compensation Committee has served as an officer of the Company, including its affiliates, at any time. None of the executive officers serve as a member of the Compensation Committee of any other company that has an executive officer serving as a member of the Company’s Board of Directors. None of our executive officers serve as a member of the board of directors of any other company that has an executive officer serving as a member of our Board’s Compensation Committee.

Committees of the Board of Directors

     The Risk Oversight and Audit Committee, Independent Compensation Committee and Credit Committee are described below.

Risk Oversight and Audit Committee

     During 2007, the Board of Directors of BOK Financial Corporation had a standing Risk Oversight and Audit Committee (the “Audit Committee”) comprised solely of independent directors. The Board of Directors has adopted an Audit Committee charter that complies with Rule 4350(d)(1) of the NASDAQ listing standards. The Audit Committee has the responsibility and authority set forth in Rule 4350(d)(3) of the NASDAQ listing standards under the revised charter. Among other things, the Audit Committee will be responsible for overseeing the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. The Audit Committee is also directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent auditors, including the resolution of disagreements between management and the auditors regarding financial reporting.

     The current members of the Audit Committee are Messrs. Joullian (Chairman), Allen, Boylan, Cadieux and Malcolm. The Board of Directors has designated Mr. Joullian as its “audit committee financial expert,” as defined in Item 401(h)(2) of Regulation S-K. All the members of the Audit Committee are “independent” as defined in Rule 4200(a)(15) of the NASDAQ listing standards. Director independence is determined through the procedures described under “Related Party Transaction Review and Approval Policy” herein. The Audit Committee held five meetings in fiscal 2007 and intends to meet at least five times in fiscal 2008. The Report of the Audit Committee is on page 15 of this proxy statement.

Independent Compensation Committee

     In December 2002, the Board of Directors established an Independent Compensation Committee, consisting of independent directors, to administer a performance-based compensation plan for senior executives in accordance with the provisions of Section 162(m) of the Internal Revenue Code. The Independent Compensation Committee does not have a charter. The Independent Compensation Committee consists of Messrs. Allen (Chairman), Cadieux (non-voting), Griffin (non-voting), Kaiser (non-voting), Kivisto and Malcolm. Compensation of the Chief Executive Officer, the direct reports to the Chief Executive Officer and other officers participating in the Company’s incentive plan are approved by the Independent Compensation Committee. The Committee does not delegate this authority. Compensation for all other officers is, in practice, determined by the Chief Executive Officer and Mr. Kaiser, the Chairman of the Board. The Independent Compensation Committee Report on Executive Compensation and the Executive Compensation Discussion and Analysis may be found on pages 28 and 19 respectively.

Credit Committee

     The purpose of the Credit Committee is to review and report to the Board of Directors regarding the quality of the Company’s credit portfolio and trends affecting the credit portfolio. It also oversees the effectiveness and administration of credit-related policies and reviews the adequacy of the allowance for loan losses and reserve for off-balance sheet credit losses. The members of the Credit Committee are Messrs. Griffin (Chairman), Boylan, Craft, Hargis, Kaiser, Kivisto, LaFortune, Lybarger and Ms. Marshall. The Credit Committee met eleven times during 2007 and plans to meet at least eleven times in 2008.

Independent Director Meetings

     The Board of Directors has adopted a policy of regularly scheduled executive sessions where independent directors will meet separate from management. The independent directors plan to meet in executive session after all regularly scheduled Board of Director meetings. The independent Directors held four executive sessions during 2007. The presiding Director at the executive sessions is Mr. Kaiser. Shareholders of the Company may communicate their concerns to the non-management Directors in accordance with the procedures described below under “Communication with the Board of Directors.”

Communication with the Board of Directors

     The Board of Directors of BOK Financial believes that it is important for stockholders to have a process to send communications to the Board. Accordingly, stockholders who wish to communicate with the Board of Directors, or a particular Director, may do so by sending a letter to the Investor Relations Manager of BOK Financial at P.O. Box 2300, Tulsa, Oklahoma 74192. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” Such letters should identify the author as a stockholder and state whether the intended recipients are all members of the Board of Directors or certain specified individual Directors. The Investor Relations Manager and the General Counsel will independently review the content of the letters. Communications which are constructive suggestions for the conduct of the business or policies of the Company will be promptly delivered to the identified Director or Directors. Communications which are complaints about specific incidents involving banking or brokerage service will be directed to the appropriate business unit for review. Director nominations will be reviewed for compliance with the requirements identified in the section of this proxy entitled “Director Nominations”, and if meeting such requirements, promptly forwarded to the Director or Directors identified in the communication.

Report of the Risk Oversight and Audit Committee

     The Risk Oversight and Audit Committee (the Committee) oversees BOK Financial Corporation’s (the Company’s) financial reporting process on behalf of the Board of Directors. In fulfilling its oversight responsibilities, the Committee discussed and reviewed the Company’s consolidated financial statements included in the Annual Report with management and reviewed internal control over financial reporting with management and the internal auditors. This review included discussions with management regarding the quality, not just the acceptability, of accounting policies. It also included the reasonableness of significant judgments, the clarity of disclosures in the consolidated financial statements and the effectiveness of internal control over financial reporting. Management has the primary responsibility for establishing and maintaining internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting. The Committee reviewed internal audit reports on the effectiveness of management’s assessment process, discussed internal control matters with management and reviewed the Company’s compliance with legal and regulatory requirements as necessary.

     The Committee discussed and reviewed with Ernst & Young LLP, the independent registered public accounting firm, their opinion on the conformity of the Company’s consolidated financial statements with accounting principles generally accepted in the United States. This discussion included their judgments as to the quality, not just the acceptability, of the Company’s accounting policies. This discussion covered the required communications under audit standards established by the Public Company Accounting Oversight Board (PCAOB) and the American Institute of Certified Public

Accountants (AICPA), including PCAOB Auditing Standard No. 5, An Audit of Internal Control over Financial Reporting that is Integrated with an Audit of Financial Statements and AICPA Auditing Standard No. 61, Communications with Audit Committees. The Committee has reviewed the auditors’ independence and obtained written representation from Ernst & Young, LLP regarding independence matters, in accordance with independence standards. In conducting this review, the Committee considered whether any non-audit services were compatible with maintaining the auditor’s independence.

     The Committee meets at least quarterly with the Company’s internal auditors and the independent registered public accounting firm regarding the overall scope and plans for their respective audits. These meetings are conducted with and without management present and the Committee discusses the results of the audits, including the auditors’ evaluation of internal control over financial reporting.

     Each of the members of the Audit Committee qualifies as an “independent” Director under the current NASDAQ listing standards. The Board of Directors has appointed E. Carey Joullian IV as the “audit committee financial expert”.

     In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors (and the Board has approved) that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2007, for filing with the Securities and Exchange Commission.

E. Carey Joullian IV, Committee Chairman
Gregory S. Allen
Peter C. Boylan, III
Chester Cadieux, III
Steven J. Malcolm

Principal Accountant Fees and Services

Audit Fees. Fees paid to Ernst & Young LLP (“EY”) for the audit of the annual consolidated financial statements included in BOK Financial’s Annual Report on Form 10-K, for the review of the consolidated financial statements included in BOK Financial’s Forms 10-Q for the quarters included in the years ended December 31, 2007 and 2006 and various subsidiary audits were $1,126,325 and $906,700 respectively.

Audit-Related Fees. Fees paid to EY for the audit of BOK Financial’s employee benefit plans, issuing various SAS 70 reports and other audit related functions were $163,000 and $125,000 respectively, for the years ended December 31, 2007 and 2006.

Tax Fees. Fees paid to EY associated with tax return preparation and tax planning were $20,603 and $56,027 respectively, for the years ended December 31, 2007 and 2006.

All Other Fees. Fees paid to EY were $6,000 and $6,000 respectively, for each of the years ended December 31, 2007 and 2006.

     The Audit Committee has adopted a formal policy on auditor independence requiring the approval by the Audit Committee of all professional services rendered by BOK Financial’s independent auditor prior to the commencement of the specified services. 100% of the services described in “Audit Fees”, “Audit-Related Fees”, “Tax Fees” and “All Other Fees” were approved by the Audit Committee in accordance with BOK Financial’s formal policy on auditor independence and approval of fees.

Executive Officers

     Certain information concerning the executive officers of BOK Financial, BOk, BOT, Bank of Albuquerque, N.A., Bank of Arizona, N.A., Bank of Arkansas, N.A., Bank of Kansas City, N.A., Colorado State Bank and Trust, N.A., and BOSC, Inc. is set forth below:

     C. Fred Ball, Jr., age 63, is Chairman and Chief Executive Officer of BOT and is responsible for all banking activities in the State of Texas for BOKF. Before joining BOT in 1997, he was Executive Vice President of Comerica Bank-Texas and later President of Comerica Securities, Inc.

     Barron D. Beal, age 41, is Executive Vice President of Wealth Management for BOk. Mr. Beal joined BOk in 2006. Prior to joining BOk, Mr. Beal worked for JPMorgan Chase for 17 years. Mr. Beal served as Regional Sales Director, Midwest Region, Private Client Services from 2004 to 2006 and as Senior Market Director, Houston and Louisiana, Private Client Services from 2002 to 2003.

     Steven G. Bradshaw, age 48, is Senior Executive Vice President of BOk, Manager of Consumer Banking & Wealth Management and Chairman of BOSC, Inc. Mr. Bradshaw manages all Consumer Banking, Mortgage Banking, Community Development Banking and all Wealth Management business lines for all BOKF subsidiary banks. Before joining BOK Financial, Mr. Bradshaw spent six years managing the brokerage operation at Sooner Federal. Mr. Bradshaw has been with BOKF for 16 years.

     Charles E. Cotter, age 54, is Executive Vice President and Chief Credit Officer for BOk, and Manager of Credit Administration Division. Previously, Mr. Cotter acted as Credit Concurrence Officer responsible for the approval of commercial loans, the Manager of the Specialized Lending Department and the Merchant Banking Department. Mr. Cotter has accumulated 30 years of banking experience at BOk and Fidelity Bank, a bank acquired by BOk.

     Jeffery R. Dunn, age 45, is Chairman, President and Chief Executive Officer of Bank of Arkansas, N.A.; previously, Mr. Dunn served as Senior Vice President of Commercial Lending. He has been with BOk for 20 years.

     Daniel H. Ellinor, age 46, is Senior Executive Vice President of Commercial Banking for Oklahoma, Kansas City and Arkansas. Mr. Ellinor joined BOk in 2003. Previously, he served as regional president for Compass Bank in Dallas, where he oversaw Compass’ North Texas operations. Prior to that time, Mr. Ellinor was Bank of America’s market executive for the North Texas Commercial Banking Division.

     Mark W. Funke, age 52, is President, BOk Oklahoma City and Commercial Banking Manager, Oklahoma City. Mr. Funke is also responsible for BOk’s Business Banking Group, which manages BOk’s statewide small business banking efforts, and all of its Community Banking Offices. He is also responsible for Bank of Arkansas, N.A. and serves as a director. He joined BOk in 1984 as Vice President in the financial institutions department and was named to his current position in 1997. Before joining BOk, he was a commercial lender with Republic Bank in Houston for seven years.

     Scott C. Grauer, age 43, is President and Chief Executive Officer of BOSC, Inc. Prior to becoming President of BOSC, Inc. in 1999, Mr. Grauer served as Senior Vice President and Manager, Investment Center for BOk. Mr. Grauer joined BOK Financial in 1991.

     James L. Huntzinger, age 56, is Chief Investment Officer of BOk. Mr. Huntzinger was previously Financial Manager, Capital Markets and Chief Investment Officer of the Trust Division. He has been with BOk since 1982.

     Stacy C. Kymes, age 37, is Senior Vice President and Corporate Controller for BOK Financial. Previously Mr. Kymes served as Chief Auditor of BOK Financial. Mr. Kymes joined BOK Financial in 1996. Prior to joining BOK Financial he was with the public accounting firm of KPMG LLP.

     Stanley A. Lybarger, age 58, is President and Chief Executive Officer of BOK Financial and BOk. Mr. Lybarger has been with BOk for 33 years. Previously, he was President of Bank of Oklahoma’s Oklahoma City Regional Office and Executive Vice President of Bank of Oklahoma with responsibility for corporate banking.

     Marc C. Maun, age 49, is Chairman and Chief Executive Officer of Bank of Kansas City, NA. Mr. Maun previously served as Senior Vice President and Manager of Corporate Banking for BOk. Mr. Maun has been with BOk for 23 years.

     John C. Morrow, age 52, is Senior Vice President and serves as Director of Financial Accounting and Reporting. He joined BOK Financial in 1993. He was previously with Ernst & Young LLP for 10 years.

     Steven E. Nell, age 46, is Executive Vice President and Chief Financial Officer for BOK Financial and BOk. Mr. Nell previously served as Senior Vice President and Corporate Controller for BOK Financial. Before joining BOK Financial in 1992, Mr. Nell was with Ernst & Young LLP for eight years.

     Don T. Parker, age 47, is Executive Vice President and Chief Information Officer of BOK Financial. Mr. Parker joined the Company in 2005. He previously served as Senior Vice President and Director of Information Services of Comerica Bank, a position he held from February 1999 to July 2005. Prior to joining Comerica Bank, Mr. Parker was a Senior Vice President and General Manager of Consolidation Services at National City Incorporated in Cleveland, Ohio.

     W. Jeffrey Pickryl, age 56, is Senior Executive Vice President of Regional Banks for BOK Financial. Mr. Pickryl was previously an Executive Vice President for BOk, responsible for Commercial Banking in Tulsa, as well as statewide energy and real estate lending. Before joining BOk in 1997, he was president and Chief Credit Officer for Liberty Bancorp, Inc., where he worked for 14 years.

     David A. Ralston, age 51, is Chairman of Bank of Arizona. He previously served as Senior Vice President and Manager of Commercial Real Estate, Tulsa. Mr. Ralston has been with BOK Financial since 1984.

     Douglas L. Ruhl, age 59, is Chairman and Chief Executive Officer for Bank of Albuquerque, NA. He served as Senior Vice President of Midfirst Bank from 2000 through 2006, before joining BOk as an Executive Vice President. Mr. Ruhl has had an executive career in banking for over 30 years.

     Paul A. Sowards, age 55, is President of Bank of Albuquerque, NA. Before joining Bank of Albuquerque, NA in March 2000, Mr. Sowards was President of Bank of America in New Mexico. Prior to his election as President in New Mexico, Mr. Sowards was Executive Vice President and Commercial Banking Market Manager, responsible for commercial lending, treasury management and capital markets.

     Gregory K. Symons, age 55, is Chairman and Chief Executive Officer, Colorado State Bank and Trust, NA and is responsible for commercial banking. He previously served as Chairman and Chief Executive Officer of Bank of Albuquerque, NA and was responsible for commercial banking in New Mexico. He previously served as a Senior Vice President for BOk. Mr. Symons has been with BOK Financial for 29 years.

Compensation Discussion and Analysis

Executive Compensation Program Overview

     In 2002, the Board of Directors established the Independent Compensation Committee (for purposes of this analysis the “Committee”) to administer performance-based compensation plans for senior executives in accordance with the provision of Section 162(m) of the Internal Revenue Code. The Committee, the voting members of which are independent within the meaning of 162(m), has responsibility for establishing, implementing and approving the Company’s general compensation philosophy with regard to the senior executive officers that participate in the Company’s Executive Incentive Plan which was approved by shareholders in 2003. The Committee receives guidance from the Chief Executive Officer (the “CEO”) , who assists in evaluating employee performance, recommending business performance targets and objectives and suggesting salary levels and awards for executives (other than himself).

     The BOK Financial executive compensation program is designed to attract and retain executives whose judgment, leadership abilities and special efforts result in successful operations for the company and an increase in shareholder value. Various components of the program work together to:

	§		Reward sustained, above peer performance
	§		Encourage both individual performance and teamwork
	§		Link compensation to operational results
	§		Align executive interests with shareholder interests
	§		Keep BOK Financial compensation competitive with peer banks
	§		Create long-term commitment to the Company

     The BOK Financial executive compensation program includes:

	§		Salary
	§		Executive Incentive Compensation (annual and long-term)
	§		Pension Plan
	§		401(k) Thrift Plan
	§		Deferred Compensation

     The Committee meets as often as necessary to perform its duties and responsibilities. The Committee met two times in 2007 and its members included Gregory S. Allen (Chairman), Chester E. Cadieux, III (non-voting), David F. Griffin (non-voting), George B. Kaiser (non-voting), Thomas L. Kivisto and Steven J. Malcolm.

     Throughout this proxy statement, the Chief Executive Officer, Chief Financial Officer and the other individuals included in the Summary Compensation Table on page 30, are referred to as the “named executives”.

Factors Used for Establishing Executive Compensation Levels

     The following is an explanation of the primary data, metrics and criteria used by the Committee to determine compensation as more fully described in “Components of Compensation” below:

     Earnings Per Share Growth Compared to Peers

	§		Both the annual and long-term incentive under the Executive Incentive Plan use as a measure Company per share earnings growth compared to peer group per share earnings growth (“EPS Growth”).
	§		The Committee views EPS Growth as an important variable used in public markets to measure profitability and determine the company’s stock price and, thus, shareholder value.

     Net Direct Contribution

	§		Net Direct Contribution is a mathematical calculation which is designed to compare the actual financial contribution of a business unit to its planned performance. Net Direct Contribution is determined, generally, by calculating the net operating income of a business unit and subtracting loan charge offs and activity charges. Activity charges typically include information technology, accounting and other back-office services provided by one business unit to another.
	§		Prior to the beginning of the new fiscal year, the CEO asks executives to develop business plans which include anticipated expenses and targeted revenue for their respective areas of responsibility (the “Net Direct Contribution Plans”). The CEO and CFO, in concert with the responsible executive, review and modify the Net Direct Contribution Plans. The CEO and CFO then aggregate the Net Direct Contribution Plans to develop an overall Company-wide budget and plan (the “Annual Plan”). The Annual Plan is presented to the Company board of directors for review and comment.
	§		For Mr. Bradshaw, Net Direct Contribution is linked to the financial performance of the Consumer Banking, Mortgage Banking and Wealth Management Groups. For Mr. Pickryl, Net Direct Contribution is linked to the financial performance of the regional banking group which consists primarily of commercial banking activities in Texas, New Mexico, Colorado and Arizona. For Mr. Ellinor, Net Direct Contribution is linked to financial performance of Commercial Banking in Oklahoma, Kansas City and Arkansas.
	§		Linking compensation to Net Direct Contribution motivates executives to achieve superior results in their particular business units, contributing to Company wide profitability.

     Individual Performance Goals

	§		At the beginning of each year, the CEO meets with each of the named executives to establish individual performance goals.
	§		Progress is discussed with each executive periodically throughout the year.
	§		At the end of the year, the CEO evaluates the extent to which the individual goals have been attained and recommends downward adjustments of annual and long-term compensation to the Committee if warranted.

     Peer Group Compensation Data

	§		The Company’s internal compensation group completes an annual peer review of executive compensation using publicly available information, including proxy statements.
	§		The Independent Compensation Committee uses this information to assist in setting salary and executive incentive plan targets.
	§		In addition, every two years an unaffiliated national executive compensation consulting firm is engaged to review the competitiveness of the Company’s executive compensation. In 2006, the Company engaged Towers Perrin. The Company provided Towers Perrin with the defined peer group and asked them to provide peer average salaries, target annual incentive (as a percentage of base salary) and target long-term incentive (as a percentage of base salary) to be used by the company’s management and the Compensation Committee to analyze compensation.

     BOK Financial’s peer group is determined annually and includes:

	§		Publicly-traded United States bank holding companies as defined in the SNL Securities Public Trading BHC database.
	§		A minimum of twenty-six bank holding companies.
	§		An equal number of companies above and below BOK Financial’s asset size each of which may not be more than twice BOK Financial’s size nor less than half its size (the “Size Requirements”). Asset size is determined at the end of the calendar year.
	§		If there are not twenty-six bank holding companies that meet the Size Requirements, the Committee has historically added an equal amount of bank holding companies above and below the Size Requirements until twenty-six bank holding companies are included in the Peer Group.

     For 2007 the peer group (the “Peer Group”) included:

Name		Total Assets1
KeyCorp			99,983,000
Northern Trust Corporation			67,611,200
Marshall & Ilsley Corporation			59,849,000
Comerica Incorporated			62,331,000
M&T Bank Corporation			64,875,639
Huntington Bancshares Incorporated			54,697,468
UnionBanCal Corporation			55,727,748
Zions Bancorporation			52,947,414
Commerce Bancorp, Inc.			49,255,506
First Horizon National Corporation			37,015,461
Synovus Financial Corp.			32,901,280
Colonial BancGroup, Inc.			25,975,989
Associated Banc-Corp			21,592,083
Webster Financial Corporation			17,201,960
First Citizens BancShares, Inc.			16,212,107

Name		Total Assets1
Commerce Bancshares, Inc.			16,204,831
City National Corporation			15,889,290
TCF Financial Corporation			15,977,054
Fulton Financial Corporation			15,912,232
South Financial Group, Inc.			13,877,584
Citizens Republic Bancorp, Inc.			13,505,983
Cullen/Frost Bankers, Inc.			13,485,000
BancorpSouth, Inc.			13,189,841
Susquehanna Bancshares, Inc.			13,077,994
Valley National Bancorp			12,748,959
Sterling Financial Corporation			12,149,775
BOK Financial Corp			20,839,864

	•		Upon receiving shareholder approval of the revised BOKF Executive Incentive Plan contained in this Proxy Statement, the Company’s peer group will be decreased to twenty bank holding companies which shall include ten companies directly below BOK Financial in asset size and ten companies directly above BOK Financial in asset size. The Compensation Committee recommended the change to a 20 bank holding peer group and believes a reduction in peer group size will cause the peer group to contain more similarly situated and like institutions.
	•		The Company uses Peer Group compensation as a guide to establishing Company compensation, but does not attempt to exactly replicate the Peer Group average. The following table presents the median Peer Group annual and long-term incentive payments as a percentage of an executive’s base salary compared with the Company’s annual and long-term incentive payments as a percentage of an executive’s base salary:

		Company Incentive Payments as a												Peer Group Incentive Payments as a
		Percentage of Base Salary - 2007												Percentage of Base Salary - 2006(1)
										Combined												Combined
										Annual &												Annual &
		Annual				Long-Term				Long-Term				Annual				Long-Term				Long-Term
CEO			150	%			160	%			310	%			84	%			149	%			232	%
CFO			100	%			100	%			200	%			59	%			128	%			187	%
All other named executive officers			85	%			100	%			185	%			68	%			128	%			195	%
EPS Growth			3.43	%(2)			6.31	%(3)							-5.09	%(4)			-0.29	%(5)

Components of Executive Compensation

     Salary - Executives receive a base salary which is paid in cash twice monthly. Each year the Compensation Committee reviews executive base salaries to determine if adjustments should be made in view of a change in executives’ roles and responsibilities, value added to the company, individual performance, experience, evaluation of peer data, and overall success of the company. The Committee considers the reports of performance and recommendations of the CEO, as well as peer data compiled by the Company’s internal compensation group and the independent consultant. The Compensation Committee has historically sought to align executive compensation with the peer group average for related executive roles and experience.

     Executive Incentive Compensation - The Executive Incentive Plan allows the named executives, and certain executives that report directly to, or are designated by, the CEO, to earn i) an annual cash incentive, which has historically been paid in the first quarter of the year following that to which the service relates, and ii) long-term incentive, which is paid in stock options or performance shares, or a combination thereof (at the option of the executive). Stock options and performance shares are awarded on the second Friday of January. The number of options and/or shares is subsequently adjusted at the end of the three year performance period discussed below.

     Annual Incentive - Annual incentive is based on a combination of EPS Growth and Net Direct Contribution, subject to downward adjustment for failure to meet individual performance goals. The Compensation Committee receives recommendations from the CEO and determines the allocation between EPS Growth and Net Direct Contribution to be used in calculating each named executive’s annual incentive. Currently, all named executive officers (other than the CEO and CFO) receive 60% of their annual incentive based on Net Direct Contribution and 40% of their annual incentive based on EPS Growth. Because the responsibilities of CEO and CFO are not tied to any one business unit but include the Company as a whole, their annual incentive is based only on EPS Growth.

     The target annual incentive compensation has historically been 50% of the named executives’ annual salaries except the target has been 75% of annual salary for the CEO. A participant earns an annual incentive based on a matrix where 33% of the targeted annual incentive compensation is earned if 80% of the goal is met, 100% of the targeted incentive compensation is earned if 100% of the goal is met, and 200% of the targeted incentive compensation is earned if 120% of the goal is met, as illustrated in the following matrix:

     EPS Growth for annual incentive is measured by comparing the earning per share growth of the median of the Peer Group for a trailing two-year period determined as of the end of the year in respect to which the annual incentive is to be paid.

     The EPS Growth target for its named executives is 100% attained if the Company’s EPS Growth is equal to the median of the Peer Group earnings per share growth for a trailing two-year period determined as of the end of the year in respect to which the annual incentive is to be paid. In 2007, the trailing two year EPS Growth of BOKF was 3.43%, compared to the median trailing two year EPS Growth of the peer banks identified herein of -5.09%. As a result, named executive officers attained 267.39 % of their EPS Growth goal for 2007. Because Company EPS growth compared to peer EPS growth exceeded the maximum performance target of 120%, each named executive officer earned the maximum annual incentive payment of 200%.

     The Net Direct Contribution target for the three named executives (other than the CEO and CFO whose annual incentive is based solely on EPS Growth), is 100% of the planned Net Direct Contribution for such executive’s respective area of responsibility. For 2007, the Net Direct Contribution targets were as follows: Mr. Bradshaw — $214,161,000; Mr. Ellinor — $193,632,000; Mr. Pickryl — $203,627,000. For 2007, the named executives attained their Net Direct Contribution targets as follows: Mr. Bradshaw attained 97%, Mr. Ellinor attained 100% and Mr. Pickryl attained 100%. When averaged with the 2006 results, the results of Net Direct Contribution performance equates to an annual incentive payment of approximately 101% of target for Mr. Bradshaw, 101% of target for Mr. Ellinor and 101% for Mr. Pickryl.

     Long-term Incentive - Long-term incentive is based solely on EPS Growth, subject to downward adjustment for failure to meet individual performance goals. The target has historically been 100% of annual salary for all named executives other than the CEO whose target is 160% of annual salary.

     An executive earns long-term incentive based on a matrix pursuant to which 25% of the targeted long-term incentive compensation is earned if the goal, less five percentage points, is met, 100% of the targeted long-term incentive compensation is earned if 100% of the goal is met, and 150% of the targeted long-term compensation is earned if the goal plus five percentage points is met, as illustrated in the following matrix:

     EPS Growth for long-term incentive is measured by comparing the earnings per share growth of the median of the Peer Group for the trailing three-year period determined at the end of the three-year performance period.

     The goal is equal to the median EPS Growth of the BOKF Peer Bank for the trailing three-year period determined at the end of the three-year performance period. In 2007, the trailing three year EPS Growth of the Company was 6.31% compared to the average trailing three year EPS Growth of the Peer Group of -0.29%. This resulted in an earned long-term incentive award of approximately 150% of base for each named executive officer.

     Long-term incentive awards are paid in stock options or performance shares, or a combination thereof, at the option of the named executive. This flexibility allows named executives to choose the kind of award best suited to their financial needs, age from retirement, and other personal factors.

     Stock option grants vest over a seven year period. Performance shares vest only on the fifth anniversary of the last day of the year for which the performance shares were issued and must be held for three years unless company stock ownership guidelines are met. Current stock ownership guidelines require the CEO to own company stock in an amount not less than three times his base salary. All other named executives must own company stock in an amount not less than two times salary. Shares owned outright, performance shares, and value of in-the-money stock options are included in the calculation of ownership amounts.

     Up to fifty percent of the annual incentive compensation and fifty percent of the long-term compensation may be adjusted downward at the discretion of the Committee. The CEO recommends downward adjustments based on failure of named executives to attain individually assigned goals.

     The CEO establishes these individually assigned goals at the beginning of the fiscal year and reviews them with each named executive on a quarterly basis. The goals are related to specific business objectives in each individual executives’ area of responsibility. In 2007, there were no material adjustments made to any of the individual goals and the CEO did not recommend downward adjustments for any of the named executives. Neither the CEO nor the Committee has the authority to adjust the annual and long-term incentive target payments upwards once they have been established at the beginning of the year.

     The Committee established higher annual incentive target and long-term incentive targets for Mr. Lybarger than for other named executives after reviewing peer data which reflected combined higher annual and long-term incentive compensation targets for CEOs compared to other named executives. Combined annual and long-term incentive targets for all named executives, including the CEO, are generally set to reflect the median of the BOKF Peer Group.

     Thrift Plan - Executive may contribute to the BOk Thrift Plan, a 401(k) eligible plan. Employee contributions are matched by the company up to 6% of the base compensation based on years of service. Participants may direct the investments of their accounts in a variety of options, including BOK Financial common stock.

     Pension Plan - The Pension Plan was established in 1987 as a cash balance defined benefit pension plan. Benefits are determined based on a hypothetical account balance that accumulates over time. The account balances grow based on a 5.25% interest credit on prior balances. In 2006, the company curtailed its contributions to the pension plan for all employees, including named executives, however, the hypothetical amounts continue to grow based on interest credit.

     Special Grants - In 2001, BOk adopted a plan to extend the life of stock options granted in 1997, 1998 and 1999 by two years. Each year, on the day that one-seventh of the 1997, 1998 and 1999 options expire, new stock options are granted in the same number (the “Special Options”). The Special Options vest two years after the grant date and expire 45 days after vesting. The exercise price for the Special Options is the market value for BOK Financial common stock on NASDAQ on the day of grant.

     Deferred Compensation - The named executives are each party to an individual Deferred Compensation Agreement that permitted, until year-end 2004, the deferral of certain compensation. The CEO is the only named executive officer that is party to an Amended and Restated 409A Deferred Compensation Agreement which currently allows awards of performance shares and options to be deferred. The executive Deferred Compensation agreements are discussed in further detail under “Nonqualified Deferred Compensation” on page 36.

     Perquisites and Other Personal Benefits - Other than the participation in the plans and programs described above, benefits which are very immaterial in nature, or benefits which are provided to employees generally such as health and dental insurance, the Company does not provide perquisites or other personal benefits to named executive officers.

Compensation Philosophy and Objectives

     The BOK Financial executive compensation program has many objectives, all of which are designed to enhance Company value. Because no single type of compensation award or performance criteria could achieve all objectives, several types of compensation performance criteria and awards are used to achieve the maximum benefit from executive compensation.

     There is no pre-established policy or target for allocating executive compensation between cash and equity, long-term and short-term. Rather, the Committee considers its varied objectives, personal performance, company performance and data regarding peer group compensation to establish the appropriate level and mix of incentive compensation. The Committee has generally chosen not to consider the benefits to named executives from previously awarded compensation other than to establish a baseline for future compensation.

     Company executive compensation objectives include:

     Sustained, Above Peer Performance - BOK Financial rewards sustained, above peer performance through a five year compensation continuum in the Executive Incentive Plan consisting of a two year EPS Growth look back for annual compensation and a three year forward looking EPS Growth for long-term.

     Individual Performance and Teamwork - Annual incentive compensation promotes individual performance with a percentage of annual incentive compensation being based on Net Direct Contribution (except for the CEO and CFO) and a percentage being based on EPS Growth, with potential downward adjustments for failure to meet individual performance goals. Long-term compensation, based entirely on EPS Growth, promotes teamwork by rewarding success of the Company as a whole.

     Link Compensation to Operational Results - By using EPS Growth and Net Direct Contribution as the metrics for performance, both annual and long-term compensation are directly tied to financial performance of the Company. The Committee also considers the financial success of the Company when determining salary.

     Competition with Peer Banks -To attract and retain a superior executive, BOK Financial strives to provide levels of compensation comparable to competitor banks. The Committee considers peer compensation data when establishing salary and incentive compensation targets.

     Align Executive Interests with Shareholder Interests - While BOK Financial does not have a specific policy or target for determining the allocation between equity and cash awards, the Company does promote equity ownership to align executive interests with shareholder interests. All long-term executive compensation is paid in stock options or performance shares. Stock ownership guidelines

require the CEO to own company stock in an amount not less than three times his base salary. All other named executives must own company stock in an amount not less than two times base salary.

     Long-term Commitment to the Company - BOK Financial values company experience and stability of operations. BOK promotes loyalty through an extended seven year stock option vesting period and a five year performance share vesting period. Further, long-term incentive is earned after a three year performance period.

Change in Control and Termination Benefits

     The Company has a limited number of change in control benefits for executive officers. If an executive, or any employee of BOKF, is terminated within one year after a “change in control” (as defined in footnote 3 on page 46), and such termination is other than “for cause” (as defined in footnote 2 on page 46), then all unvested performance shares and stock options he or she has been granted vest. Stock options must then be exercised within 90 days of the change in control. Mr. Lybarger’s employment agreement provides that Mr. Lybarger may terminate his employment agreement upon a “change in control” (as defined in footnote 4 on page 43) and receive severance and other benefits more fully described on page 43. These change in control benefits have been in effect since the creation of the BOKF stock option plan and the initial employment agreement with Mr. Lybarger in 1991. The Company believes the provisions are generally in line with current market practices and has seen no reason, to this point, to provide additional change in control protection.

     Executive officers receive the same severance benefits as other BOKF employees which are based upon the amount of time a person has been employed by the Company. Mr. Lybarger, Mr. Pickryl, Mr. Bradshaw and Mr. Ellinor receive additional severance pursuant to their employment agreements as more fully described in Potential Payments Upon Termination found on pages 43-46. The Company believes that the severance and termination payments help recruit and retain senior executives by protecting them in the event their positions are adversely impacted by an unexpected change in circumstance and are consist with those offered by competitors.

Stock Option Grant Policy

     In 2004, BOK Financial initiated a policy of granting all Company stock options, to both named executives and all other Company employees, on the first business Friday in January (other than the “Special Options” described above). This date was chosen by the Chief Executive Officer and the Chairman of the Board and is also the date that performance shares are awarded pursuant to the Executive Incentive Plan. In 2006, the pre-established grant date was changed to the second business Friday in January to account for administrative challenges during the holiday season (the “Grant Date”).

     All stock options awarded by BOK Financial are priced at the market value for BOK Financial common stock on NASDAQ as of the Grant Date. There is no program or policy to coordinate the granting of options with the release of material non-public information as all grants occur on the Grant Date, including those made to new executive officers.

     Tax and Accounting Considerations

     Section 162(m) of the Internal Revenue Code - Both annual incentive and long-term awards made pursuant to the Executive Incentive Plan are designed to comply with Section 162(m) of the Internal Revenue Code. Section 162(m) of the Internal Revenue Code generally limits to $1 million the amount that a publicly-held company is allowed to deduct each year for the compensation paid to each of the corporation’s chief executive officer and three most highly compensated executive officers other than the chief financial officer. However, performance-based compensation determined in accordance with IRS

regulations is not subject to the limit. In order to qualify as performance-based compensation, payments must be computed on the basis of an objective, performance-based standard determined by a committee that consists solely of two or more voting outside directors and the material terms under which the compensation is to be paid, including the performance goals, must be disclosed to and approved by the shareholders.

     Section 409A of the Internal Revenue Code - If an executive is entitled to nonqualified deferred compensation benefits that are subject to Section 409A of the Internal Revenue Code, and such benefits do not comply with Section 409A, then the benefits are taxable in the first year they are not subject to substantial risk of forfeiture. In such case, the Service Provider is subject to regular federal income tax, interest and an additional federal income tax of 20% of the benefit included in the income. The Company believes all deferred compensation benefits currently comply with 409A.

     Accounting for Stock Based Compensation - Effective July 1, 2003, the Company adopted the expense recognition provisions of the Statement of Financial Accounting Standards (“FAS”) No. 123, “Accounting for Stock-Based Compensation” by restating prior years’ financial statements. The subsequent adoption of FAS 123(R) did not significantly affect the Company’s financial statements.

Compensation Committee Report

     The Compensation Committee held two meetings during fiscal year 2007. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based upon such review, the related discussions and such other matters deemed relevant and appropriate by the Compensation Committee, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and delivered to shareholders.

INDEPENDENT COMPENSATION COMMITTEE

Gregory S. Allen (Chairman)
Chester E. Cadieux, III (non-voting)
David F. Griffin (non-voting)
George B. Kaiser (non-voting)
Thomas L. Kivisto
Steven J. Malcolm

Equity Compensation Plan Information

     The following table provides information about the Company’s equity compensation plans in effect at December 31, 2007. Plans included in the following table consist of the BOKF 1997, 2000, 2001 and 2003 Stock Option Plans, as well as the 2003 Executive Incentive Plan and the BOKF Directors Stock Compensation Plan. The material features of the various stock-based compensation plans are described within Note 13 of the Company’s Notes to Consolidated Financial Statements, which was included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2008.

Number of securities

remaining available for

future issuance under

equity compensation

Number of securities to

Weighted-average

plans (excluding

be issued upon exercise

exercise price of

securities reflected

of outstanding options,

outstanding options,

in the

Plan Category

warrants, and rights (2)

warrants, and rights(2)

first column)(2)

Equity compensation plans approved by security holders: stock options

3,318,170

$

43.50

2,379,462

(1)

Non-vested common shares

116,463

Not applicable

367,135

Sub-total

3,434,633

2,746,597

Equity compensation plans not approved by security holders

None

None

None

Total

3,434,633

2,746,597

(1)

Executive Compensation Tables

SUMMARY COMPENSATION TABLE

     The following table sets forth summary information concerning the compensation of those persons who were, at December 31, 2007, (i) the Chief Executive Officer (Mr. Lybarger), (ii) the Chief Financial Officer (Mr. Nell), and (iii) the three other most highly compensated executive officers of the Company. Due to Mr. Lybarger’s ability to diversify any deferred gains from the exercise of stock options into investments other than BOK Financial common stock, FAS 123(R) requires that deferred options be recognized as liability awards. And, unlike non-diversified stock options which are fixed at the grant date value, the fair value of liability awards change in direct relation to changes in the price of Company stock. Because the market value of Company stock was down during 2007, compensation expense related to Mr. Lybarger’s deferred options were valued at a lower value than those officers who did not have the ability to diversify any deferred gains on stock options. Also, because of the value of Mr. Lybarger’s pension benefit, which reflects 33 years of service, and the fact a greater portion of Mr. Lybarger’s compensation has been deferred, column (h) is much larger for Mr. Lybarger than the other named executives. Executives who did not have the ability to defer income or who chose not to defer income are not required to disclose investment income on the Summary Compensation Table.

																										(h)
																										Change in
																										Pension
																										Value
																										&
																						(g)				Nonqualified
														(e)								Non-Equity				Deferred				(i)
(a)						(c)				(d)				Stock				(f)				Incentive Plan				Compensation				All Other				(j)
Name and		(b)				Salary				Bonus				Awards				Option Award				Compensation				Earnings				Compensation				Total
Principal Position		Year				($)				($)				($)(1)				($)(2)				($)(4)				($)(5)				($)(6)				($)
Stanley A. Lybarger			2007			$	828,600			$	0			$	681,915	(3)			($175,651	)(3)		$	1,242,900			$	1,612,701			$	27,000			$	4,217,465
President & Chief Executive Officer, BOK Financial and BOk
Steven E. Nell			2007			$	345,000			$	0			$	27,322			$	167,627			$	345,000			$	(5,117	)		$	27,000			$	906,832
Executive Vice President, Chief Financial Officer, BOK Financial and BOk
W. Jeffrey Pickryl			2007			$	420,000			$	0			$	0			$	288,120			$	359,685			$	(1,377	)		$	20,250			$	1,086,678
Senior Executive Vice President, Regional Banks for BOK Financial
Steven G. Bradshaw			2007			$	400,000			$	0			$	123,592			$	135,508			$	340,114			$	6,110			$	27,000			$	1,032,324
Senior Executive Vice President, Consumer Banking and Wealth Management, BOk
Daniel H. Ellinor			2007			$	410,000			$	0			$	133,609			$	115,882			$	350,768			$	9,059			$	6,750			$	1,026,068
Senior Executive Vice President, BOk

OPTION EXERCISES AND STOCK VESTED

     The following table includes certain information concerning the exercise of stock options and the vesting of performance shares by the named executive officers during the fiscal year 2007:

		Option Awards								Stock Awards
(a)		(b)				(c)				(d)				(e)
		Number of
		Shares								Number of
		Acquired on				Value Realized				Shares Acquired				Value Realized
		Exercise				on Exercise				on Vesting				on Vesting
Name		(#)				($)				(#)				($)
Stanley A. Lybarger			1,698	(1)		$	92,594	(1)			19,533	(1)		$	1,009,856	(1)
Steven E. Nell			3,350			$	259,028				—				—
W. Jeffrey Pickryl			32,882			$	529,658				—				—
Steven G. Bradshaw			7,531			$	447,610				—				—
Daniel H. Ellinor			5,284			$	76,829				—				—

GRANTS OF PLAN BASED AWARDS

     The following table set forth certain information with respect to (i) non-equity annual incentive awards made pursuant to the Executive Incentive Plan, (ii) the options and performance shares award as long-term compensation pursuant to the Executive Incentive Plan, and (iii) stock options award pursuant to the BOK Financial 2001 Stock Option Plan.

						Estimated Future payouts Under												Estimated Future payouts Under
						Non-Equity Incentive Plan Awards												Equity Incentive Plan Awards
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)				(k)				(l)
																														All				All Other
																														Other				Option
																														Stock				Awards:
																														Awards:				Number								Grant
																														Number				of				Exercise				Date Fair
																														of				Securities				or Base				Value of
																														Shares				Under-				Price of				Stock and
																														of Stock				lying				Option				Option
		Grant				Threshold				Target				Maximum				Threshold				Target				Maximum				or Units				Options				Award				Awards
EMPLOYEE NAME		Date				($)				($)				($)				(#)				(#)				(#)				(#)				(#)				($/sh)				($)
Stanley A. Lybarger			1			$	0			$	621,450			$	1,242,900
			1/12/07	2			—				—				—				11,638				46,551				69,827											$	54.33			$	496,699
			1/12/07	3			—				—				—				3,050				12,201				18,302											$	.00			$	662,880
			11/2/07	4			—				—				—				—				—				—				—				8,785			$	52.54			$	54,643
			12/3/07	4			—				—				—				—				—				—				—				8,280			$	54.28			$	53,240
			12/24/07	4			—				—				—				—				—				—				—				8,039			$	53.88			$	51,289
Steven E. Nell			1			$	0			$	172,500			$	345,000
			1/12/07	2			—				—				—				5,530				22,121				33,182											$	54.33			$	236,031
			11/2/07	4			—				—				—																				791			$	52.54			$	4,920
			12/3/07	4			—				—				—																				745			$	54.28			$	4,790
			12/24/07	4			—				—				—																				965			$	53.88			$	6,157
W. Jeffrey Pickryl			1			$	0			$	252,000			$	504,000
			1/12/07	2			—				—				—				6,935				27,739				41,609											$	54.33			$	295,975
			11/2/07	4			—				—				—																				3,514			$	52.54			$	21,857
			12/3/07	4			—				—				—																				3,147			$	54.28			$	20,235
			12/24/07	4			—				—				—																				2,894			$	53.88			$	18,464
Steven G. Bradshaw			1			$	0			$	240,000			$	480,000
			1/12/07	2			—				—				—				3,204				12,816				19,224											$	54.33			$	136,747
			1/12/07	3			—				—				—				840				3,359				5,039											$	.00			$	182,494
			11/2/07	4			—				—				—																				1,054			$	52.54			$	6,556
			12/3/07	4			—				—				—																				1,159			$	54.28			$	7,452
			12/24/07	4			—				—				—																				2,412			$	53.88			$	15,389
Daniel H. Ellinor			1			$	0			$	246,000			$	492,000
			1/12/07	2			—				—				—				3,380				13,518				20,277											$	54.33			$	144,237
			1/12/07	3			—				—				—				886				3,543				5,315											$	.00			$	192,491

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

     The following table includes stock options and performance shares outstanding as of December 31, 2007.

		Option Awards
										(d)
										Equity												Stock Awards
										Incentive												(g)								(i)
										Plan												Number								Equity
										Awards:												of				(h)				Incentive Plan				(j)
		(b)				(c)				Number												Shares				Market				Awards:				Equity Incentive
		Number of				Number of				of												or Units				Value of				Number of				Plan Awards:
		Securities				Securities				Securities												of Stock				Shares or				Unearned				Market or
		Underlying				Underlying				Underlying				(e)								That				Units of				Shares, Units				Payout Value of
		Unexercised				Unexercised				Unexercised				Option				(f)				Have				Stock				or Other				Unearned Shares,
		Options				Options				Unearned				Exercise				Option				Not				That Have				Rights That				Units or Other
(a)		(#)(1)				(#)(1)				Options				Price				Expiration				Vested				Not				Have Not				Rights That have
Name		Exercisable				Unexercisable				(#)(1) (2)				($)				Date				(3)				Vested (4)				Vested (5)				Not Vested(6)
Stanley A Lybarger			8,281											$	19.02				12-02-2008
			8,039											$	18.23				12-23-2008
			8,039											$	18.23				12-23-2009
			8,039											$	17.37				12-18-2008
			8,039											$	17.37				12-18-2009
			8,039											$	17.37				12-18-2010
			7,805											$	28.27				12-18-2008
			7,805											$	28.27				12-18-2009
			7,805											$	28.27				12-18-2010
							7,805							$	28.27				12-18-2011
			6,462											$	30.50				03-24-2008
			6,461											$	30.50				03-24-2009
			6,462											$	30.50				03-24-2010
							6,461							$	30.50				03-24-2011
							6,462							$	30.50				03-24-2012
							6,462							$	30.50				03-24-2013
			8,809											$	37.74				01-06-2008
			8,807											$	37.74				01-06-2009
			8,806											$	37.74				01-06-2010
							8,807							$	37.74				01-06-2011
							8,806							$	37.74				01-06-2012
							8,807							$	37.74				01-06-2013
							8,807							$	37.74				01-06-2014
											14,414			$	47.34				01-06-2009
											14,414			$	47.34				01-06-2010
											14,414			$	47.34				01-06-2011
											14,412			$	47.34				01-06-2012
											14,413			$	47.34				01-06-2013
											14,412			$	47.34				01-06-2014
											14,413			$	47.34				01-06-2015
			8,280	*										$	47.99				01-16-2008
			8,039	*										$	46.18				02-06-2008
											7,464			$	47.05				01-05-2010