BOK FINANCIAL CORP ET AL
10B5-1 REPURCHASE PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>repurchaseplan.txt
<DESCRIPTION>10B5-1 REPURCHASE PLAN
<TEXT>
Exhibit 10.1                         ***  TEXT OMITTED AND FILED SEPARATELY
                                          CONFIDENTIAL TREATMENT REQUESTED



                             10b5-1 Repurchase Plan

     This Repurchase Plan, dated May 27, 2008 (this "Repurchase Plan"),  between
BOK Financial Corporation (the "Issuer") and BOSC, Inc. ("BOSC").

     WHEREAS, the Issuer desires to establish this Repurchase Plan to repurchase
shares of its common stock (the "Stock"); and

     WHEREAS,  the Issuer desires to engage BOSC to effect repurchases of shares
of Stock in accordance with this Repurchase Plan;

     NOW, THEREFORE, the Issuer and BOSC hereby agree as follows:

1.   (a) Subject to the  Issuer's  continued  compliance  with Section 2 hereof,
     BOSC shall effect a purchase or purchases (each, a "Purchase") of shares of
     the Stock,  not to exceed *** shares of Stock (the  "Total  Plan  Shares"),
     only during the Purchase Periods (as defined below), as follows:

<TABLE>
Purchase Price Range                                                            Number of Shares to be Purchased
-------------------                                                             --------------------------------
<S>                                                                             <C>
Greater than *** times the EPS Formula                                          None

Greater than *** times the EPS Formula and less than or equal to                Up to *** shares, but not
*** times the EPS Formula                                                       more than 50% of the
                                                                                maximum allowable volume under
                                                                                Rule 10b-18

Greater than or equal to *** times the EPS Formula but less than                Up to *** shares, but not
or equal to *** times the EPS Formula                                           more than 75% of the
                                                                                maximum allowable volume under
                                                                                Rule 10b-18

Less than *** times the EPS Formula                                             Up to *** shares
</TABLE>

     For purposes of this  Repurchase  Plan,  "EPS Formula" means the sum of the
prior two quarter of BOKF earnings per share and the forward two quarter of BOKF
earnings per share as  determined by the  Consensus  Estimates.  For purposes of
this Repurchase  Plan,  "Consensus  Estimates"  means the median  quarterly BOKF
earnings per share estimate provided by Bloomberg.

     For purposes of this Repurchase Plan , "Purchase  Periods" means those time
periods  beginning on the first day of each calendar year quarter (i.e.  January
1, April 1, July 1, and October 1) and ending forty-eight hours after the Issuer
has issued a press release  respecting its quarterly earnings except in the case
of the first quarter  beginning  January 1, in which case,  the Purchase  Period
shall begin  January 1 and end  forty-eight  hours after the Issuer has issued a
press release respecting its annual earnings. A Purchase may only occur during a
Purchase Period.

     This  Agreement  does not prohibit  Issuer from  purchasing  Stock at times
other than the Purchase Periods.

     (b)  Purchases  may be  made  in  the  open  market  or  through  privately
          negotiated  transactions.  BOSC shall comply with the  requirements of
          paragraphs  b(2),  b(3) and b(4) of Rule 10b-18  under the  Securities
          Exchange Act of 1934, as amended (the "Exchange  Act"),  in connection
          with  the  Purchases  of Stock in the  open  market  pursuant  to this
          Repurchase  Plan.  The Issuer agrees not to take any action that would
          cause Purchases not to comply with Rule 10b-18 or Rule 10b5-1.

2.   The  Issuer  shall  pay  BOSC a  commission  of  $0.04  per  share of Stock
     repurchased  pursuant to this  Repurchase  Plan. In accordance  with BOSC's
     customary procedures, BOSC will deposit shares of Stock purchased hereunder
     into an account  established by BOSC for the Issuer against payment to BOSC
     of the  purchase  price  therefore  and  commissions  and other  amounts in
     respect  thereof  payable  pursuant  to this  Section.  The Issuer  will be
     notified of all transactions pursuant to customary trade confirmations.

3.   (a) This  Repurchase  Plan shall  become  effective  May 27, 2008 and shall
     terminate upon the first to occur of the following:

     (1)  the one-year anniversary of the date hereof;

     (2)  the  purchase  of the number of Total  Plan  Shares  pursuant  to this
          Repurchase Plan;

     (3)  the end of the second  business day  following  the date of receipt of
          BOSC of  notice  of  early  termination  substantially  in the form of
          Appendix  A  hereto,  delivered  by  fascimilie  to (918)  588 - 6510,
          Attention:  Scott  Grauer,  confirmed  by telephone to Scott Grauer at
          (918) 595 -3165.

     (4)  The  commencement  of any voluntary or involuntary  case or proceeding
          seeking   liquidation,   reorganization  or  other  relief  under  any
          bankruptcy,  insolvency or similar law or seeking the appointment of a
          trustee,  receiver  or other  similar  official,  or the taking of any
          corporate  action by the Issuer to  authorize  or commence  any of the
          foregoing;

     (5)  The public announcement of a tender or exchange offer for the Stock or
          of a merger,  acquisition,  recapitalization or other similar business
          combination  as a result of which the Stock would be exchanged  for or
          converted into cash,  securities or other property; or

     (6)  The failure of the issuer to comply with Section 2 hereof.

     (b)  Sections 2 and 12 of the Repurchase Plan shall survive any termination
          hereof. In addition, the Issuer's obligation under Section 2 hereof in
          respect  of any  shares of Stock  purchased  prior to any  termination
          thereof shall survive any termination hereof.

4.   The Issuer  understands  that BOSC may not be able to effect a Purchase due
     to market  disruption or legal,  regulatory or contractual  restrictions or
     internal policy applicable to BOSC or otherwise.  If any Purchase cannot be
     executed  as  required  by Section 1 due to a market  disruption,  a legal,
     regulatory or contractual restriction or internal policy applicable to BOSC
     or any other  event,  such  Purchase  shall be  cancelled  and shall not be
     effected pursuant to this Repurchase Plan.

5.   The Issuer  represents and warrants,  on the date hereof and on the date of
     any  amendment  hereto,  that (a) it is not  aware of  material,  nonpublic
     information  with  respect  to the Issuer or any  securities  of the Issuer
     (including the Stock), (b) it is entering into or amending, as the case may
     be, this  Repurchase Plan in good faith and not as part of a plan or scheme
     to evade the  prohibitions  of Rule 10b5-1  under the Exchange Act or other
     applicable  securities laws and (c) it execution of this Repurchase Plan or
     amendment hereto, as the case may be, and the Purchases contemplated hereby
     do not and will not  violate  or  conflict  with  Issuer's  certificate  of
     incorporation  or  by-laws  or,  if  applicable,  any  similar  constituent
     document, or any law, rule regulation or agreement binding on or applicable
     to the Issuer or any of its subsidiaries or any of its or their property or
     assets.

6.   It is the intent of the parties that this  Repurchase  plan comply with the
     requirements  of Rule  10b5-1(c)(1)(i)(B)  and, if applicable,  Rule 10b-18
     under the Exchange Act, and this  Repurchase  Plan shall be  interpreted to
     comply with the requirements thereof.

7.   At the time of the Issuer's  execution of this Repurchase  Plan, the Issuer
     has not entered into a similar  agreement  with  respect to the Stock.  The
     Issuer agrees not to enter into any such  agreement  while this  Repurchase
     Plan remains in effect.

8.   Except as  specifically  contemplated  hereby,  the Issuer  shall be solely
     responsible  for  compliance  with  all  statutes,  rules  and  regulations
     applicable  to  this  Issuer  and  the  transactions  contemplated  hereby,
     including, without limitation, reporting and filing requirements.

9.   This  Repurchase Plan shall be governed by and construed in accordance with
     the laws of the State of Oklahoma  and may be modified or amended only by a
     writing signed by the parties hereto.

10.  The number of Total  Plan  Shares,  other  share  amounts  and  prices,  if
     applicable,  set forth in section 1(a) shall be adjusted automatically on a
     proportionate  basis to take into  account  any stock spit,  reverse  stock
     split or  stock  dividend  with  respect  to the  Stock  or any  change  in
     capitalization  with  respect to the Issuer that occurs  during the term of
     this Repurchase Plan.

11.  Except as  contemplated  by Section  3(a)(3) of this  Repurchase  Plan, the
     Issuer  acknowledges and agrees that it does not have authority,  influence
     or control over any Purchase  effected by BOSC pursuant to this  Repurchase
     Plan and the Issuer will not attempt to exercise any  authority,  influence
     or control over  Purchases.  BOSC agrees not to seek advise form the Issuer
     with  respect  to the  manner  in which it  effects  Purchases  under  this
     Repurchase Plan.

12.  The Issuer  agrees to indemnify  and hold  harmless  BOSC and its officers,
     directors, employees and representatives against any loss, claim, damage or
     liability , including legal fees and expenses, arising out of any action or
     proceeding relating to this Repurchase Plan or any Purchase,  except to the
     extent that any such loss,  claim,  damage or liability is determined to be
     non-appealable  determination  of a court of competent  jurisdiction  to be
     solely the result of the indemnified person's willful misconduct.


     IN WITNESS WHEREOF,  the undersigned have signed this Repurchase Plan as of
the date first written above.


BOK FINANCIAL CORPORATION



By:  /s/ Steve E. Nell
    -----------------------
    Steven E. Nell, Chief Financial Officer


BOSC, INC.



By:  /s/ Scott B. Grauer
    -----------------------
    Scott  B. Grauer, President

<PAGE>

Appendix A


                Request for Early Termination of Repurchase Plan

To:  BOSC, Inc.

     As  of  the  date  hereof,   BOK  Financial   Corporation  hereby  requests
termination of the Repurchase Plan, dated May 27, 2008, in good faith and not as
part of a plan or  scheme  to evade  the  prohibition  of Rule  10b5-1  or other
applicable securities laws.

IN  WITNESS  WHEREOF,   the  undersigned  has  signed  this  Request  for  Early
Termination of Plan as of the date specified below.


BOK FINANCIAL CORPORATION



By: ______________________________________
    ______________________________________
                  [Date]
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</DOCUMENT>
