<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>employmentagreement122608.txt
<DESCRIPTION>(A) EMPLOYMENT AGREEMENT 122608
<TEXT>
                                                              Exhibit 99 (a)
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

     This amended and restated  employment  agreement (the  "Agreement") is made
this 26th day of December,  2008 (the  "Agreement  Date")  between the following
parties (the "Parties"):

     (i)  Bank of Oklahoma,  N.A., a national banking  association (the "Bank");
          and,

     (ii) Stanley A. Lybarger,  an individual  residing in Tulsa,  Oklahoma (the
          "Executive").

     The Bank and  Executive,  in exchange for the promises  hereafter set forth
and other good and valuable consideration (the receipt and adequacy of which the
Parties hereby  acknowledge) and intending to be legally bound hereby,  agree as
follows:

(1)  Purpose of This Agreement. The purposes of this Agreement are as follows:

     (a)  The Parties have heretofore  entered into (i) that certain  Employment
          Agreement  effected  June 7, 1991 and signed  December  17,  1991 (the
          "1991  Employment   Agreement"),   (ii)  that  certain   Amendment  to
          Employment  Agreement  dated July 31,  2001 (the  "First  Amendment"),
          (iii) that certain Second Amendment to 1991 Employment Agreement dated
          March 31, 2003 (the "Second  Amendment"),  and that (iv) certain Third
          Amendment to 1991  Employment  Agreement  dated December 22, 2006 (the
          "Third Amendment").

<PAGE> 2

     (b)  One purpose of this Agreement is to (i) entirely amend and restate the
          1991 Employment Agreement and incorporate provisions of the Amendments
          into  one  agreement  (ii) to  supersede  in their  entirety  the 1991
          Employment  Agreement,  the First Amendment,  the Second Amendment and
          the Third Amendment,  and (iii) to be compliant with the American Jobs
          Creation  Act of 2004,  as  codified in Section  409A of the  Internal
          Revenue Code (the "Code").

     (c)  The Bank is a national  association  formed  under and pursuant to the
          laws of the United  States of  America.  The  Executive  is  currently
          serving as President and Chief  Executive  Officer of the Bank and BOK
          Financial  Corporation.  BOK Financial  Corporation ("BOKF"), of which
          George B. Kaiser is the majority  shareholder,  owns all of the issued
          and  outstanding  capital stock of the Bank. The Executive  desires to
          continue to render services to the Bank and BOKF.

     (d)  The  second  purpose of this  Agreement  is to set forth the terms and
          conditions of Executive's continued employment by the Bank.

(2)  Prior Agreements.  The 1991 Employment Agreement,  the First Amendment, the
     Second  Amendment and the Third  Amendment  are hereby  superseded in their
     entirety by this Agreement.

(3)  Employment. The Bank hereby employs the Executive, and the Executive hereby
     agrees  to work  for the  Bank,  until  such  time  as  this  Agreement  is
     terminated in accordance with the terms hereof,  on the following terms and
     conditions:

<PAGE> 3

     (a)  Executive shall serve in the capacity of President and Chief Executive
          Officer of the Bank and BOKF subject to the  direction of the Board of
          Directors of the Bank and BOKF.

     (b)  Executive  shall devote  substantially  all of his  business  time and
          efforts on behalf of the Bank and BOKF.  Executive shall not engage in
          any other business activity that materially interferes with his duties
          under this Agreement  whether or not such business activity is pursued
          for gain, profit or other pecuniary advantage.

     (c)  Executive  shall serve the Bank and BOKF diligently and to the best of
          his ability.

     (d)  Executive  shall serve in such  additional  positions  as the Board of
          Directors of the Bank or BOKF may reasonably request.

(4)  Compensation.  As the sole, full and complete compensation to the Executive
     for the performance of all duties of Executive under this Agreement and for
     all services rendered by Executive to the Bank and BOKF, the Bank shall:

     (a)  Annual  Salary.  Pay  annually  to  Executive  a salary  in the sum of
          $828,600 per year payable in installments  in arrears,  less usual and
          customary payroll  deductions for FICA, federal and state withholding,
          and the  like,  at the  times  and in the  manner  the  Bank  pays its
          employees  generally.  This  salary,  as the  same  may  be  hereafter
          increased or decreased, is hereafter called the "Annual Salary."

<PAGE> 4

     (b)  Benefits.  Provide to  Executive  participation  in the Bank's  Master
          Thrift Plan and Trust,  Pension Plan, medical and disability insurance
          plan, and other employee  benefits and fringe  benefits,  on the basis
          generally  in  effect  from time to time for  executives  of the Bank.
          These benefits which do not include Incentive  Compensation as defined
          in paragraph (4)(d) are hereafter called the "Benefits."

     (c)  The   provisions  of   subparagraph   (4)(a)  above  to  the  contrary
          notwithstanding,  the  Executive's  Annual Salary may be (i) increased
          from  time to time by the  Board  of  Directors  of the  Bank  (or any
          committee thereof authorized to act by the Board of Directors) or (ii)
          decreased  from time to time by the Board of Directors of the Bank (or
          any committee thereof  authorized to act by the Board of Directors) if
          the annual  salaries of all officers of the Bank holding the office of
          executive vice president are decreased by the same percentage.

     (d)  The Bank may, from time to time in Bank's discretion,  pay or provide,
          or agree to pay or provide Executive a bonus, stock option, restricted
          stock  or other  incentive  or  performance  based  compensation  (all
          hereafter called  "Incentive  Compensation,"  it being understood that
          the term  "Incentive  Compensation"  can mean one or more  plans  with
          different types of awards and  compensation  determined and payable at
          different times). Any

<PAGE> 5

          such Incentive Compensation, regardless of its nature or amount, shall
          not constitute Annual Salary.

     (e)  The Bank  shall  reimburse  Executive  for  reasonable  and  necessary
          entertainment, travel and other expenses in accordance with the Bank's
          standard policy in general effect for Bank's executive employees.  The
          Bank  shall pay  Executive's  club dues  which  are  necessary  to the
          business of the Bank, as hereafter  mutually  agreed  between Bank and
          Executive.

     (f)  The  Executive  shall be allowed 5 weeks of  vacation,  holidays,  and
          other  employee  benefits not described  above in accordance  with the
          Bank's  standard policy in general effect from time to time for Bank's
          executive employees.

     (g)  Executive agrees to accept the compensation set forth in the foregoing
          subparagraphs (a) - (f) as the sole, full and complete compensation to
          Executive for the  performance  of all duties of Executive  under this
          Agreement and for all services  rendered by Executive to the Bank (and
          BOKF).

(5)  Term of  Employment.  The  term  (the  "Term")  of  Executive's  employment
     ("Employment")  pursuant to this Agreement  shall commence on the Agreement
     Date and  terminate  on December 31,  2013,  unless  extended by the mutual
     agreement of Bank and Executive.  The date on which Executive's  Employment
     terminates  (whether  before,  at the  expiration  of the Term or after any
     extension) is hereafter called the Termination  Date;  provided,  such date
     can not be prior to

<PAGE> 6

     December 15, 2011. The  Termination  Date shall be determined in accordance
     with IRS Regulation 409A-1(h).

(6)  Provisions  Respecting  Executive's  Employee  Stock Options and Restricted
     Shares.  Executive  has  heretofore  been  awarded  options to acquire BOKF
     Common Stock  pursuant to the BOKF 1997 Stock  Option  Plan,  the BOKF 1996
     Stock  Option Plan,  the BOKF 1995 Stock  Option Plan,  the BOKF 1994 Stock
     Option Plan, and the BOKF 1993 Stock Option Plan and may be awarded options
     to acquire  BOKF Common  Stock  pursuant to future BOKF stock  option plans
     (collectively,  the  "Stock  Option  Plans" and the  "Stock  Options").  In
     addition,  Executive  has been and may  hereafter be issued  restricted  or
     performance shares of BOKF Common Stock  ("Restricted  Shares") pursuant to
     one or more BOKF restricted or performance share plans  ("Performance Share
     Plans").  The following provisions shall apply to Executive's Stock Options
     and Restricted  Shares upon the  termination of Executive's  employment for
     any reason (including,  for clarification  death,  disability (as hereafter
     defined), resignation prior to the expiration of the Term, termination upon
     expiration of the Term,  and  termination  after any extension of the Term)
     except by Bank for Cause.

     (a)  In  accordance  with the  provisions of the Stock Option Plans and the
          Executive  Incentive  Compensation Plan, all outstanding Stock Options
          awarded to the  Executive  have been awarded at 150% of the  Executive
          Incentive Plan target,  subject to adjustment in accordance therewith.
          All Stock  Options shall vest on the  Termination  Date subject to the
          following conditions precedent:

<PAGE> 7

          (i)  Termination  of  Employment  shall  not be by Bank for  Cause (as
               described in Section 9).

          (ii) Unless  terminated by BOKF without  cause,  Executive  shall have
               satisfactorily (as determined by the agreement of the Chairman of
               the Board and Executive)  served as Chief Executive Officer until
               the Termination Date;

          (iii) The Chairman of the Board and Executive, each in the exercise of
               his good faith judgment,  continue to agree on an annual basis as
               of  the  each   anniversary   of  the  Agreement  Date  (each  an
               "Anniversary  Date") that the COO (as defined below) is qualified
               to be the Chief Executive Officer of the Corporation;

          (iv) The Chairman of the Board and Executive,  each in the exercise of
               his  good  faith   judgment,   agree  that  BOKF  has  maintained
               satisfactory performance through the Termination Date, giving due
               consideration  to the performance of the United States economy in
               general  and peer  group  financial  institutions  in the  United
               States in particular;

          (v)  In the event the Chairman of the Board and Executive do not, each
               in the exercise of his good

<PAGE> 8

               faith judgment,  reach the agreements described in sub-paragraphs
               (ii),  (iii)  and  (iv)  above,  the  issue  or  issues  shall be
               presented   to  the  full   Board  of   Directors   of  Bank  for
               determination   and  the  determination  of  the  Bank  Board  of
               Directors shall be binding upon Bank and Executive;

          (vi) Unless  the  Chairman  of the Board  shall  advise  Executive  in
               writing  on or before  each  applicable  Anniversary  Date that a
               condition  precedent  described in  sub-paragraphs  (ii),  (iii),
               and/or (iv) has not been met, such condition  precedent  shall be
               deemed to have been met.

     (b)  Notwithstanding  any  provisions  of the  Stock  Option  Plans  to the
          contrary,  all Stock  Options which have been awarded to Executive and
          which have vested as of the Termination Date (whether  pursuant to the
          provisions  of the  preceding  subparagraph  (a) or  otherwise)  shall
          terminate,  if not sooner  exercised,  on the later of (i) ninety (90)
          days after the Termination Date or (ii) ten (10) days from the receipt
          by  Executive of a legal  opinion from legal  counsel to the Bank that
          the  provisions of this  paragraph  7(a)(ii)(C)  do not constitute the
          acquisition by Executive of a derivative  security under Section 16(b)
          of the  Securities  and Exchange Act of 1934, as amended,  unless such
          legal opinion cannot be given or is not given

<PAGE> 9

          in which case  expiration  of the options  shall occur one hundred and
          eighty-five (185) days after the Termination Date.

     (c)  Subject to the conditions  precedent listed in sub-sections  (6)(a)(i)
          through (vi) above, all previously  awarded  Restricted  Shares shall,
          following the  Termination  Date, be subject to increase or forfeiture
          and  shall  be paid at the  time  and in the  manner  provided  in the
          applicable  Performance  Share Plan,  subject to  pro-ration  from the
          first  day of such  plan  year (or  other  plan  period)  through  the
          Termination Date; provided,  however,  that shares shall vest upon the
          achievement of the performance goals.

     (d)  For sake of clarity, BOK acknowledges that:

          (i)  Executive  has  recruited  one or more  candidates  who  have the
               qualifications  to  serve  as chief  operating  officer  for BOKF
               (collectively the "COO");

          (ii) The COO currently  possesses the experience and qualifications on
               the  basis of which  the  Chairman  of the  Board  and  Executive
               mutually  agree it is  reasonable to assume the COO should become
               qualified  to be the  Chief  Executive  Officer  of  BOKF  on the
               Termination Date.

(7)  Provisions  Respecting  Other Incentive  Compensation  (Not Including Stock
     Options  or  Restricted   Shares).   Bank  may  award  Executive  Incentive
     Compensation  (other than Stock Options and  Restricted  Shares,  including
     Annual

<PAGE> 10

     Incentive Compensation, hereafter "Other Incentive Compensation") from year
     to year pursuant to Bank's Executive  Incentive  Compensation Plan. Subject
     to the conditions  precedent listed in sub-sections  (6)(a)(i) through (vi)
     above,  upon termination of Executive's  employment with the Bank, the Bank
     shall pay Executive such Other Incentive Compensation for the plan year (or
     other plan period) during which the  Termination  Date occurs prorated from
     the  first  day of such  plan  year (or  other  plan  period)  through  the
     Termination  Date.  Subject  to  Paragraph  13(a),  payment  of such  Other
     Incentive  Compensation  shall,  except pursuant to Paragraph 8 (Provisions
     Respecting  Death and  Disability),  be calculated  in accordance  with the
     Performance  Plan  and  made in cash on a date as soon as  administratively
     possible  within  the 45 day  period  after  the first day of the year next
     following the year of such separation from service.

(8)  Provisions Respecting Death and Disability.  In the event Executive becomes
     disabled  as  such  term  is  used in  Section  409A(a)(2)(C)  of the  Code
     ("Disabled"   or   "Disability"),   the  Bank  may  terminate   Executive's
     Employment. In the event of the death of Executive or in the event the Bank
     terminates  Executive's  Employment  because he is Disabled pursuant to the
     provisions of this  Paragraph  (8), the Bank shall pay the Executive or, in
     the event of death, Executive's beneficiaries(1) the following but only the
     following  compensation:  (i) Annual Salary accrued through the Termination
     Date, (ii) Benefits accrued through the

-----------------------------
(1) As of the date hereof, the named beneficiaries are: (1) Primary Beneficiary:
Marcia S. Lybarger, trustee of the Marcia S. Lybarger Revocable Trust, u/t/d
11/2/94 or (2) Secondary Beneficiaries: 50% - Brooke E. Armstrong, Trustee of
the Brooke E. Armstrong Irrevocable Trust, u/t/d 5/24/04 and 50% - Stacy A.
Farmer, Trustee of the Stacy A. Lybarger 2004 Irrevocable Trust, u/t/d 4/28/04;
Such beneficiary designations may be changed upon receipt of a writing by
Executive delivered to the Bank prior to death (collectively referred to as the
"Executive's Representatives").

<PAGE> 11

     Termination  Date and  thereafter  payable  under the benefit plans then in
     effect in accordance  with  Paragraph  4(b) above,  (iii) Stock Options and
     Restricted Stock, and (iv) Other Incentive Compensation.

     (a)  Payment of amounts due  pursuant to clauses (i) and (ii) shall be paid
          within forty-five (45) days of the event giving rise to the obligation
          of the Bank to make the payment.

     (b)  Payment of the amount due pursuant to clause  (iii) of this  Paragraph
          shall be made as provided in  Paragraph  6;  provided,  however,  that
          notwithstanding  Paragraph 6(c),  Restricted  Stock shall  immediately
          vest and be calculated in accordance with the Performance  Share Plans
          as of the Termination Date, and paid.

     (c)  Payment of the amount due  pursuant to clause  (iv) of this  Paragraph
          shall be made as provided in  Paragraph  7;  provided,  however,  that
          notwithstanding   Paragraph  7,  Other  Incentive  Compensation  shall
          immediately  vest and be calculated in accordance with the Performance
          Share Plans as of the Termination Date, and paid.

     (d)  In  addition  to the  foregoing,  in the  event  of the  death  of the
          Executive,  Bank shall pay Executive's  Representatives not later than
          forty-five (45) days following the date of death:

          (i)  a lump sum cash  payment in an amount  equal to six (6) months of
               Executive's Annual Salary in effect at the time of death; and,

<PAGE> 12

          (ii) an  additional  lump sum cash payment of $70,000  (grossed up for
               income taxes)(2).

(9)  Termination  of  Employment  by Bank for Cause.  The Bank may terminate the
     Employment,  and Executive  shall be separated  from service with the Bank,
     for cause on the following terms and conditions:

     (a)  The Bank  shall be  deemed  to have  cause  to  terminate  Executive's
          employment  in the event,  but only in the  event,  one or more of the
          following events occur:

          (i)  Any  willful  failure  to   substantially   perform   Executive's
               obligations  under this Agreement (it being  understood  that any
               such  failure  resulting  from  Executive's   incapacity  due  to
               physical or mental illness shall not be deemed willful); or

          (ii) Any willful act materially injurious to Bank; or

          (iii) Any dishonest or fraudulent act materially injurious to Bank.

     (b)  For purposes of this paragraph 7(a), (A) any act or omission to act by
          Executive in reliance upon an opinion of counsel to the Bank or upon a
          directive  of the Board of  Directors of the Bank or of BOKF shall not
          be  deemed  to be  willful  and (B) no  failure  to act

----------------------------------
(2) The gross-up shall be calculated at the highest incremental rate actually
experienced by Executive. For example, if taxed in Oklahoma, the rate would be
as follows: assuming the highest tax bracket for federal, the Okla. state rate
less the federal benefit, medicare, and assuming the FICA limit has already been
met, the composite rate would be 41% broken down as follows: 35% Federal 4.55%
State (after federal deduction) 1.45% Medicare or a total 41%.

<PAGE> 13

          described  in  paragraph  7(a)(i)(B)  shall be deemed  willful  unless
          written  notice  thereof has been given to Executive and Executive has
          been given a reasonable period of time to cure.

     (c)  The  effective  date of a  termination  for  cause  shall  be the date
          specified by the Bank in a written  notice to  Executive  stating that
          the termination was with cause.

     (d)  In the event the Bank  terminates  this  Agreement for cause,  (A) the
          Bank shall pay Executive the  Executive's  then Annual Salary  though,
          but not beyond,  the  Termination  Date;  (B) the  Executive  (and his
          dependents)  shall  receive  those  Benefits  accrued  through but not
          beyond the  Termination  Date which are  thereafter  payable under the
          terms and  provisions  of Benefit  Plans then in effect in  accordance
          with  paragraph  4(b)  above;  and (C)  Executive  shall  forfeit  all
          unvested Incentive Compensation.

     (e)  Payments of amounts due  pursuant to this  Paragraph  shall be made in
          cash prior to March 15th of the year  following  the event giving rise
          to the obligation of the Bank to make the payment.

(10) Termination of Employment by Bank Without Cause or by Executive Following a
     Termination Event. In the event the Bank terminates Executive's employment,
     notwithstanding  the  provisions  of  Paragraph 5 of this  Agreement or the
     Executive   terminates  his  employment   following  the  occurrence  of  a
     Termination Event (as defined and described in Paragraph 11(d) below),  the
     Bank shall pay to Executive  (i) a lump sum cash payment in an amount equal
     to his Annual Salary in effect as

<PAGE> 14

     of the date of the termination, (ii) an additional lump sum cash payment of
     $70,000  (grossed  up  for  income  taxes)(3),   (iii)  Stock  Options  and
     Restricted Stock, and (iv) Other Incentive Compensation.

     (a)  Payment of amounts due  pursuant to clauses (i) and (ii) shall be paid
          within  the  forty-five  (45) day  period  after  the later of (1) one
          hundred  eighty-five (185) days following such Termination Date or (2)
          the first day of the year next  following the year of such  separation
          from service;  provided,  however,  if Termination of Employment is by
          Bank Without Cause, payment of amounts due pursuant to clauses (i) and
          (ii) shall be made as soon as administratively  possible following the
          Termination Date.

     (b)  Payment of the amount due pursuant to clause  (iii) of this  Paragraph
          shall be made as provided in Paragraph 6.

     (c)  Payment of the amount due  pursuant to clause  (iv) of this  Paragraph
          shall be made as provided in Paragraph 7.

(11) Termination By the Executive  Following  Occurrence of a Termination Event.
     The Executive may terminate  this  Agreement by written  notice to the Bank
     within  twenty-five  (25) days following a Termination  Event (as hereafter
     defined) except where the Termination Event constitutes a Change in Control
     (as  hereafter

(3) The gross-up shall be calculated at the highest incremental rate actually
experienced by Executive. For example, if taxed in Oklahoma, the rate would be
as follows: assuming the highest tax bracket for federal, the Okla. state rate
less the federal benefit, medicare, and assuming the FICA limit has already been
met, the composite rate would be 41% broken down as follows: 35% Federal 4.55%
State (after federal deduction) 1.45% Medicare or a total 41%.

<PAGE> 15

     defined) in which event such  written  notice must be given  within six (6)
     months following the Change in Control.

     (i)  Each of the following events shall constitute a "Termination Event":

          (A)  A "Change in  Control" of the Bank.  A "Change in Control"  shall
               occur  only  when  George B.  Kaiser  (together  with  affiliated
               entities and family members and relative) ceases either to be the
               largest  shareholder  of BOKF or the largest  shareholder  of the
               Bank  considering  indirect  ownership  of the Bank  through  the
               Parent  Corporation;  or (2) the date on which  George B.  Kaiser
               ceases to be Chairman of the Bank  unless  Executive  is named as
               the successor Chairman of the Bank.

          (B)  The  Executive's  Annual  Salary  is  reduced  otherwise  than in
               accordance with paragraph 4(c);

          (C)  There is a change  in  Executive's  duties  which  change  causes
               Executive's  position with the Bank to become of less  importance
               or responsibility than those currently held by Executive;

          (D)  There is a material breach of this Agreement by Bank.

     (ii) The effective  date of  termination  in the event the Executive  gives
          notice of termination pursuant to paragraph 8(a) shall be the

<PAGE> 16

          eleventh  (11th)  business day following the notice,  whether or not a
          Termination Event is ultimately determined to have occurred.

(12) Termination of Employment by Executive Without Cause.  Notwithstanding  the
     provisions of Paragraph 5, on or after December 15, 2011, the Executive may
     terminate  this  Agreement,  and Executive  shall be separated from service
     with the Bank,  upon one hundred and eighty (180) days prior written notice
     to the Bank.

(13) Executive's Continued Involvement with BOKF Beyond Termination and Prior to
     Age 65.

     (a)  In the event the Termination  Date occurs prior to Executive  reaching
          age 65,  Executive will be permitted to continue to be involved in the
          business  and  affairs  of  BOKF  as  a  part-time  special  employee,
          consultant, director with special duties, or in some other capacity to
          the extent  reasonably  required  to permit  Executive  to continue to
          participate in BOKF's  employee health care benefits until age 65, but
          only for so long as  Executive  continues  to owe a duty of loyalty to
          BOKF. The costs of such participation  shall be allocated between Bank
          and  Executive  equitably  depending  upon the  level  of  Executive's
          continued involvement with BOKF.

     (b)  Notwithstanding any other provision of this Agreement, no compensation
          which is deferred  compensation within the meaning of IRC Section 409A
          shall  be  paid  to  Executive  sooner  than  six  months  and one day
          following the date of Executive's separation

<PAGE> 17

          from  service  as such  date is  determined  in  accordance  with  IRS
          Regulation 1.409A-1(h).

(14) Agreement Not To Compete.  In  consideration  for the foregoing,  Executive
     agrees  not to Compete  (as  hereafter  defined)  for a period of two years
     following Termination except in the case of Termination by the Bank without
     cause. Executive agrees that (i) the restrictions imposed upon Executive by
     this  Non-Competition  Agreement are essential and necessary to ensure BOKF
     continues to enjoy the goodwill of the Bank, and (ii) all the  restrictions
     (including particularly the time and geographical limitations) are fair and
     reasonable.

     (a)  As used  herein,  Compete  means to  directly or  indirectly  (whether
          individually   or  as  an  officer,   director,   employee,   partner,
          stockholder,  creditor,  agent, or  representative of other persons or
          entities)  (i) engage in the  banking  business  generally,  or in any
          business in which the Bank or any of the Bank's  affiliates  has as of
          the Termination Date engaged,  in any metropolitan  area or any County
          contiguous  thereto in which the Bank or any of the Bank's  affiliates
          maintains an office as of the  Termination  Date, (ii) solicit clients
          of Bank or Bank's affiliates for banking business generally or for any
          business in which the Bank or any of Bank's affiliates have engaged as
          of the Termination  Date, or (iii) solicit any employee of Bank or any
          of Bank's  affiliates  to seek  employment  with any  person or entity
          except the Bank and its  affiliates,

<PAGE> 18

          whether,  in either case, such  solicitation is made within or without
          the area described herein.

     (b)  Executive agrees that any remedy at law for any breach of this promise
          would be inadequate  and, in the event of any such breach,  BOKF shall
          be entitled to both immediate and permanent  injunctive relief without
          the necessity of posting any bond therefor to preclude any such breach
          (in addition to any remedies of law which BOKF may be entitled).

     (c)  Executive  agrees that the  provisions of this paragraph were accepted
          and  agreed  to in the  First  Amendment  as of July  31,  2001,  that
          Executive has accepted and enjoyed the benefit of the First  Amendment
          since July 31, 2001, and that the  restatement  of the  obligations of
          this  paragraph  in this  Agreement  shall not  adversely  affect  the
          ability of BOK or BOKF to enforce the provisions hereof.

(15) Miscellaneous  Provisions.  The following  miscellaneous  provisions  shall
     apply to this Agreement:

     (a)  All notices or other  communications  provided  for in this  Agreement
          shall be in  writing  and shall be deemed to have been duly given when
          personally  delivered or mailed by United States mail,  return receipt
          requested, addressed as follows:

             If to the Bank:

             Bank of Oklahoma, N.A.
             P.O. Box 2300

<PAGE> 19

             Tulsa, OK 74192

             Attention: Chief Executive Officer


             If to the Executive:

             Stanley A. Lybarger
             3139 East 88th Street
             Wellington South
             Tulsa, OK  74137

     (b)  Or to such other address as the Bank or the Executive, as the case may
          be, may have furnished to the other in writing in accordance herewith,
          except that notices of change of address shall be effective  only upon
          receipt.

     (c)  This Agreement is made and executed in Tulsa County, Oklahoma.

     (d)  This Agreement  shall be subject to, and interpreted by, in accordance
          with the laws of the State of Oklahoma.

     (e)  This Agreement is the entire  agreement of the parties  respecting the
          subject matter hereof and supersedes and renders null and void any and
          all prior oral or written  agreements,  understandings  or commitments
          pertaining to the subject matter hereof, including the 1991 Employment
          Agreement,  the First  Amendment,  the Second  Amendment and the Third
          Amendment.  There are no other  agreements,  whether  oral or written,
          respecting the subject matter hereof.

     (f)  This  Agreement  may not be  amended or  modified  except in a writing
          executed by the parties hereto.

<PAGE>

     (g)  This  Agreement  shall be binding upon and inure to the successors and
          assigns of the Bank.

     (h)  This Agreement may not be assigned by the Executive.

IN WITNESS  WHEREOF,  this Agreement has been duly authorized by and executed on
behalf of the Bank and by the Executive as of the Agreement Date.

                                        "Bank"
                                        BANK OF OKLAHOMA, N. A.

                                        By:  /s/  George B. Kaiser
                                             Name:  George B. Kaiser
                                             Title: Chairman of the Board


                                        "EXECUTIVE"

                                        /s/  Stanley A. Lybarger
                                        Stanley A. Lybarger
</TEXT>
</DOCUMENT>