AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 2002
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            BOK FINANCIAL CORPORATION

             (Exact name of Registrant as specified in its charter)

            OKLAHOMA                                 73-1373454
  (State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)               Identification Number)

      Bank of Oklahoma Tower
  Boston Avenue at Second Street
         Tulsa, Oklahoma                                74172
(Address of Principal Executive Offices)              (Zip Code)

                    Bank of Tanglewood, National Association
                             1996 Stock Option Plan
                            (Full title of the plans)

                               Stanley A. Lybarger
                      President and Chief Executive Officer
                             Bank of Oklahoma Tower
                         Boston Avenue at Second Street
                              Tulsa, Oklahoma 74172
                                 (918) 588-6000
            (Name, address, including zip code, and telephone number,
                    including area code of agent for service)

                                 With Copies to:

                                TAMARA R. WAGMAN
                            FREDERIC DORWART, LAWYERS
                                  OLD CITY HALL
                                124 E. 4TH STREET
                              TULSA, OKLAHOMA 74103
                                 (918) 583-9958

                         CALCULATION OF REGISTRATION FEE

<TABLE>
==========================================================================================================
                                                      PROPOSED MAXIMUM    PROPOSED MAXIMUM     AMOUNT OF
                TITLE OF SECURITIES    AMOUNT TO BE    OFFERING PRICE    AGGREGATE OFFERING   REGISTRATION
                  TO BE REGISTERED      REGISTERED       PER SHARE             PRICE              FEE
----------------------------------------------------------------------------------------------------------
<S>           <C>                       <C>               <C>               <C>                  <C>
Common Stock, $0.00006 par value....... 292,225           $33.90            $9,906,428           $911
==========================================================================================================
</TABLE>

(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended based on the average of the high and low sale prices per share of BOK
Financial common stock on NASDAQ on October 23, 2002.

<PAGE>
                             INTRODUCTORY STATEMENT

On October 25, 2002, Bank of Tanglewood, N.A. merged into TW Interim National
Bank, a wholly owned subsidiary of BOK Financial Corporation. Pursuant to the
merger agreement, BOK Financial assumed the stock option plans of Bank of
Tanglewood, and each unexpired and unexercised outstanding option to purchase
Bank of Tanglewood common stock was automatically converted into an option to
purchase that number of shares of BOK Financial common stock obtained by
multiplying the number of shares of Bank of Tanglewood common stock issuable
upon exercise of such option by 1.75, at an exercise price per share of Bank of
Tanglewood common stock equal to the per share exercise price of such Bank of
Tanglewood stock option divided by 1.75.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

The documents containing the information required by Item 1 of Form S-8 will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the Securities Act). Such documents are not required to be
and are not filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 423.
These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Upon written or oral request, any of the documents incorporated by reference in
Item 3 of Part II of this Registration Statement, any of the other documents
required to be delivered to plan participants pursuant to Rule 428(b), and any
additional information about the Plan and its administrators are available
without charge by contacting:

BOK Financial  Corporation  P.O. Box 2300 Tulsa,  Oklahoma  74172 (918) 588-6000
Attn: Gregg Jaynes

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

BOK Financial has registered its Common Stock under Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act"), effective August 13, 1991,
and is currently subject to the informational requirements of the Exchange Act.
BOK Financial has been subject to the reporting requirements of the Exchange Act
since August 13, 1991, and, therefore, BOK Financial filed its first annual
report on Form 10-K for the year ending December 31, 1991. The following
documents have been filed with the Securities Exchange Commission ("Commission")
by BOK Financial and are hereby incorporated by reference:

(a) BOK Financial's Annual Report on Form 10-K filed with the Commission on
March 27, 2002 for the fiscal year ended December 31, 2001;

(b) BOK Financial's Quarterly Report on Form 10-Q filed with the Commission on
May 14, 2002 for the quarterly period ended March 31, 2002;

(c) BOK Financial's Quarterly Report on Form 10-Q filed with the Commission on
August 14, 2002 for the quarterly period ended June 30, 2002; and,

(d) The description of BOK Financial's capital stock contained on page 2 in
Registration Statement on Form 10, as amended by filings on Form 8, filed under
the Exchange Act (Registration No. 0-19341), including any amendment or report
filed for the purpose of updating such description.

In addition, all documents subsequently filed by BOK Financial pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment to this registration
statement that indicates that all securities offered hereby have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein modifies or supersedes such statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Oklahoma Business Corporation Act and Article VI of the Bylaws of BOK
Financial Corporation provide BOK Financial Corporation with broad powers and
authority to indemnify its directors and officers and to purchase and maintain
insurance for such purposes. Pursuant to such statutory and Bylaw provisions,
BOK Financial Corporation has purchased insurance against certain costs of
indemnification of its officers and directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit No.          Description

4.0  The  rights of  holders  of the  common  stock and  preferred  stock of BOK
     Financial are set forth in its Articles of  Incorporation.  The Articles of
     Incorporation  of BOK Financial,  incorporated  by reference to (i) Amended
     and Restated  Certificate of  Incorporation of BOK Financial filed with the
     Oklahoma  Secretary of State on May 28,  1991,  filed as Exhibit 3.0 to S-1
     Registration Statement No. 33-90450, and (ii) Amendment attached as Exhibit
     A to  Information  Statement and Prospectus  Supplement  filed November 20,
     1991 4.1* Bank of Tanglewood, National Association, 1996 Stock Option Plan,
     as amended

5.0* 0pinion of Frederic  Dorwart,  Lawyers regarding the legality of the shares
     of common stock being registered

23.0*Consent  of Ernst & Young,  LLP,  Independent  Auditors  23.1*  Consent  of
     Frederic Dorwart, Lawyers (included in opinion filed as Exhibit 5.0)

24.0*Power  of  Attorney   (included  on  the  first   signature  page  to  this
     (Registration Statement)


*filed herewith

<PAGE>

ITEM 9. UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective amendment to this registration statement:

(i) To include any  prospectus  required by Section  10(a)(3) of the  Securities
Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post- effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on the 28th day of October,
2002.

                            BOK Financial Corporation


By:    /s/ STANLEY A. LYBARGER
    -----------------------------
        Stanley A. Lybarger,
            President and
       Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed below by the following persons in the
capacities indicated on October 28, 2002.

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George B. Kaiser and Stanley A. Lybarger, and
each of them, each with full power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully for all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue thereof.


SIGNATURE                TITLE                                        DATE

/s/ GEORGE B. KAISER     Chairman  of the  Board of BOK  Financial   10/28/02
------------------------ Corporation                                ----------
George B. Kaiser

/s/ STANLEY A. LYBARGER  President,  Chief  Executive  Officer and   10/25/02
------------------------ Director of BOK Financial Corporation      ----------
Stanley A. Lybarger

/s/ STEVEN E. NELL       Executive   Vice   President   and  Chief   10/24/02
------------------------ Financial Officer of BOK Financial         ----------
Steven E. Nell           Corporation

/s/ JOHN C. MORROW       Senior  Vice  President  and  Director of   10/27/02
------------------------ Financial  Accounting  and  Reporting  of  ----------
John C. Morrow           BOK Financial Corporation

<PAGE>

/s/ VALERIE C. TOALSON   Corporate  Controller  of  BOK  Financial   10/24/02
-------------------------Corporation                                ----------
Valerie C. Toalson


-------------------------Director of BOK Financial Corporation      ----------
C. Fred Ball, Jr.

/s/ SHARON J. BELL                                                   10/24/02
-------------------------Director of BOK Financial Corporation      ----------
Sharon J. Bell


-------------------------Director of BOK Financial Corporation      ----------
Peter C. Boylan, III

/s/ JOSEPH E. CAPPY                                                  10/25/02
-------------------------Director of BOK Financial Corporation      ----------
Joseph E. Cappy

/s/ LUKE R. CORBETT                                                  10/28/02
-------------------------Director of BOK Financial Corporation      ----------
Luke R. Corbett

/s/ WILLIAM E. DURRETT                                               10/28/02
-------------------------Director of BOK Financial Corporation      ----------
William E. Durrett


-------------------------Director of BOK Financial Corporation      ----------
James O. Goodwin

/s/ V. BURNS HARGIS                                                  10/24/02
-------------------------Vice Chairman and Director of BOK          ----------
V. Burns Hargis          Financial Corporation


-------------------------Director of BOK Financial Corporation      ----------
Howard E. Janzen

/s/ E. CAREY JOULLIAN, IV                                            10/28/02
-------------------------Director of BOK Financial Corporation      ----------
E. Carey Joullian, IV


-------------------------Director of BOK Financial Corporation      ----------
David L. Kyle

/s/ ROBERT J. LAFORTUNE                                              10/24/02
-------------------------Director of BOK Financial Corporation      ----------
Robert J. LaFortune

/s/ PHILIP C. LAUINGER                                               10/24/02
-------------------------Director of BOK Financial Corporation      ----------
Philip C. Lauinger

-------------------------Director of BOK Financial Corporation      ----------
John C. Lopez

/s/ STEVEN J. MALCOLM                                                10/24/02
-------------------------Director of BOK Financial Corporation      ----------
Steven J. Malcolm


-------------------------Director of BOK Financial Corporation      ----------
Frank A. McPherson

/s/ STEVEN E. MOORE                                                  10/25/02
-------------------------Director of BOK Financial Corporation      ----------
Steven E. Moore

-------------------------Director of BOK Financial Corporation      ----------
J. Larry Nichols


-------------------------Director of BOK Financial Corporation      ----------
Robert L. Parker, Sr.


-------------------------Director of BOK Financial Corporation      ----------
James A. Robinson


-------------------------Director of BOK Financial Corporation      ----------
L. Francis Rooney, III

/s/ SCOTT F. ZARROW                                                  10/25/02
-------------------------Director of BOK Financial Corporation      ----------
Scott F. Zarrow


THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma,
as of October 28, 2002.


By /s/ GEORGE B. KAISER
------------------------
George  B.  Kaiser,  Chairman  of the  Board of BOK  Financial  Corporation  and
Administrator of the Bank of Tanglewood, National Association, 1996 Stock Option
Plan

By /s/_STANLEY A.LYBARGER
--------------------------
Stanley A.  Lybarger,  President,  Chief  Executive  Officer and Director of BOK
Financial  Corporation  and  Administrator  of the Bank of Tanglewood,  National
Association, 1996 Stock Option Plan

<PAGE>


                                INDEX TO EXHIBITS

Exhibit No.          Description

4.0  The  rights of  holders  of the  common  stock and  preferred  stock of BOK
     Financial are set forth in its Articles of  Incorporation.  The Articles of
     Incorporation  of BOK Financial,  incorporated  by reference to (i) Amended
     and Restated  Certificate of  Incorporation of BOK Financial filed with the
     Oklahoma  Secretary of State on May 28,  1991,  filed as Exhibit 3.0 to S-1
     Registration Statement No. 33-90450, and (ii) Amendment attached as Exhibit
     A to  Information  Statement and Prospectus  Supplement  filed November 20,
     1991 4.1* Bank of Tanglewood, National Association, 1996 Stock Option Plan,
     as amended

5.0* 0pinion of Frederic  Dorwart,  Lawyers regarding the legality of the shares
     of common stock being registered

23.0* Consent of Ernst & Young, LLP, Independent Auditors

23.1*Consent of Frederic Dorwart,  Lawyers (included in opinion filed as Exhibit
     5.0)

24.0*Power  of  Attorney   (included  on  the  first   signature  page  to  this
     (Registration Statement)

*  filed herewith

<PAGE>

EXHIBIT 4.1

                    BANK OF TANGLEWOOD, NATIONAL ASSOCIATION
                             1996 STOCK OPTION PLAN
                                October 28, 2002

(Adopted by Action of the Board of Directors of BOK Financial  Corporation taken
April 30, 2002)

On October 28, 2002 BOK Financial Corporation registered on Securities and
Exchange Commission Form S-8 pursuant to the Securities Act of 1933, 292,225
shares of BOK Financial Corporation Common Stock, $0.00006 par value, for
issuance in connection with the Bank of Tanglewood, National Association 1996
Stock Option Plan. This document constitutes part of a Section 10(a) prospectus
covering the securities that have been registered under the Securities Act of
1933. The documents constituting the Section 10(a) Prospectus are held in a file
maintained by the Benefits Department of Human Resources and may be reviewed or
obtained, without charge, upon written or oral request made to the Compensation
Department of Human Resources of Bank of Oklahoma, National Association, P.O.
Box 2300, Tulsa, Oklahoma 74172, telephone number (918) 588-6277.

SECTION 1. Purpose of the Plan. The purpose of the Bank of Tanglewood,  National
Association 1996 Stock Option Plan ("Plan") is to encourage  ownership of common
stock,  $5.00  par  value  ("Common  Stock"),  of Bank of  Tanglewood,  National
Association,  a national banking  association (the "Bank"), by key employees and
directors  of the Bank and its  Affiliates  (as  defined  below)  and to provide
increased  incentive for such key employees and directors to render services and
to exert  maximum  effort for the  success of the Bank.  In  addition,  the Bank
expects  that the Plan will further  strengthen  the  identification  of the key
employees and directors  with the  stockholders.  Certain  options to be granted
under this Plan are  intended to qualify as  incentive  stock  options  ("ISOs")
pursuant  to  Section  422 of the  Internal  Revenue  Code of 1986,  as  amended
("Code"),  while  other  options  granted  under this Plan will be  nonqualified
options  which are not  intended  to qualify as ISOs  ("Nonqualified  Options"),
either or both as provided in the agreements  evidencing the options as provided
in  Section 6 hereof.  As used in this  Plan,  the term  "Affiliates"  means any
"parent  corporation" of the Bank and any  "subsidiary  corporation" of the Bank
within the meaning of Code Sections 424(e) and (f), respectively.

SECTION 2. Administration of the Plan.

(a)  Composition  of  Committee.   The  Plan  shall  be   administered   by  the
     Compensation  Committee  (the  "Committee")  designated  by  the  Board  of
     Directors  of the Bank  (the  "Board"),  which  shall  also  designate  the
     Chairman  of the  Committee.  If the Bank is  governed by Section 16 of the
     Securities  Exchange Act of 1934, as amended  ("Exchange Act"), no director
     shall  serve  as  a  member  of  the  Committee  unless  he  or  she  is  a
     "Non-Employee Director" within the meaning of Rule 16b-3 promulgated by the
     Securities and Exchange  Commission (the  "Commission")  under the Exchange
     Act.

<PAGE>

(b)  Committee  Action.  The Committee shall hold its meetings at such times and
     places as it may  determine.  A majority of its members shall  constitute a
     quorum,  and all  determinations of the Committee shall be made by not less
     than a majority of its members.  Any decision or  determination  reduced to
     writing and signed by a majority of the members shall be fully as effective
     as if it had been made by a majority  vote of its members at a meeting duly
     called and held.  The  Committee may designate the Secretary of the Bank or
     other Bank employees to assist the Committee in the  administration  of the
     Plan, and may grant  authority to such persons to execute award  agreements
     or other  documents  on behalf  of the  Committee  and the  Bank.  Any duly
     constituted  committee of the Board satisfying the  qualifications  of this
     Section 2 may be appointed as the Committee.

(c)  Committee Expenses.  All expenses and liabilities incurred by the Committee
     in the administration of the Plan shall be borne by the Bank. The Committee
     may employ attorneys, consultants, accountants or other persons.

SECTION 3. Stock  Reserved for the Plan.  Subject to  adjustment  as provided in
Section 6 hereof,  the  aggregate  number of shares of Common  Stock that may be
optioned under the Plan is 97,500.  The shares subject to the Plan shall consist
of  authorized  but  unissued  shares of Common  Stock and such number of shares
shall be and is hereby  reserved for sale for such  purpose.  Any of such shares
which may remain unsold and which are not subject to outstanding  options at the
termination  of the Plan shall cease to be reserved for the purpose of the Plan,
but until  termination of the Plan or the termination of the last of the options
granted  under the Plan,  whichever  last  occurs,  the Bank  shall at all times
reserve a  sufficient  number of  shares to meet the  requirements  of the Plan.
Should any option  expire or be  canceled  prior to its  exercise  in full,  the
shares theretofore subject to such option may again be made subject to an option
under the Plan.

SECTION 4.  Eligibility.  The persons  eligible to  participate in the Plan as a
recipient of options ("Optionee") shall include only key employees and directors
of the Bank or its Affiliates at the time the option is granted.  A key employee
or  director  who has  been  granted  an  option  hereunder  may be  granted  an
additional option or options, if the Committee shall so determine.

SECTION 5. Grant of Options.

(a)  Committee   Discretion.   The  Committee   shall  have  sole  and  absolute
     discretionary  authority (i) to determine,  authorize,  and designate those
     persons  pursuant to this Plan who are to receive  options  under the Plan,
     (ii) to  determine  the  number of shares of Common  Stock to be covered by
     such  options and the terms  thereof,  and (iii) to  determine  the type of
     option  granted:  ISO,  Nonqualified  Option  or a  combination  of ISO and
     Nonqualified  Options;  provided that a director who is not an employee may
     not receive  ISOs.  If the Bank is  governed by Section 16 of the  Exchange
     Act,  the  Committee  shall  specifically  pre-approve  each  grant to each
     Optionee subject to Section 16(b) in accordance with Rule 16b-3 as amended,
     unless such grant is or will be otherwise  exempt from Section  16(b).  The
     Committee   shall   thereupon   grant  options  in  accordance   with  such
     determinations as evidenced by a written option  agreement.  Subject to the
     express  provisions  of the Plan,  the Committee  shall have  discretionary
     authority to prescribe, amend and rescind rules and regulations relating to
     the Plan,  to interpret  the Plan,  to prescribe and amend the terms of the
     option  agreements  (which  need not be  identical)  and to make all  other
     determinations  deemed necessary or advisable for the administration of the
     Plan.

(b)  Stockholder  Approval.  All options granted under this Plan are subject to,
     and  may  not be  exercised  before,  the  approval  of  this  Plan  by the
     stockholders  prior to the first anniversary date of the Board meeting held
     to approve the Plan, by the  affirmative  vote of the holders of a majority
     of the shares of the Bank present, or represented by proxy, and entitled to
     vote at a meeting at which a quorum is  present,  or by written  consent in
     accordance  with the laws of the United  States and the State of Texas,  as
     may be applicable;  provided that if such approval by the  stockholders  of
     the Bank is not forthcoming, all options previously granted under this Plan
     shall be void.


(c)  Limitation on Incentive  Stock  Options.  The  aggregate  fair market value
     (determined  in accordance  with Section 6.(b) of this Plan at the time the
     option is  granted) of the Common  Stock with  respect to which ISOs may be
     exercisable  for the first time by any Optionee  during any  calendar  year
     under  all  such  plans of the Bank and its  Affiliates  shall  not  exceed
     $100,000.

SECTION 6. Terms and  Conditions.  Each option  granted  under the Plan shall be
evidenced by an agreement,  in a form approved by the Committee,  which shall be
subject to the following  express terms and  conditions  and to such other terms
and conditions as the Committee may deem appropriate.

(a)  Option  Period.  The Committee  shall  promptly  notify the Optionee of the
     option  grant  and a written  agreement  shall  promptly  be  executed  and
     delivered by and on behalf of the Bank and the Optionee,  provided that the
     option  grant  shall  expire if a written  agreement  is not signed by said
     Optionee (or his agent or attorney) and returned to the Bank within 60 days
     from date of receipt by the Optionee of such  agreement.  The date of grant
     shall be the date the option is  actually  granted by the  Committee,  even
     though the written  agreement may be executed and delivered by the Bank and
     the  Optionee  after that date.  Each option  agreement  shall  specify the
     period for which the option  thereunder is granted (which in no event shall
     exceed ten years from the date of grant) and shall  provide that the option
     shall expire at the end of such period.  If the original  term of an option
     is less than ten years  from the date of grant,  the  option may be amended
     prior  to its  expiration,  with  the  approval  of the  Committee  and the
     Optionee,  to extend  the term so that the term as amended is not more than
     ten years from the date of grant. However, in the case of an ISO granted to
     an individual who, at the time of grant, owns stock possessing more than 10
     percent of the total  combined  voting power of all classes of stock of the
     Bank or its Affiliate  ("Ten Percent  Stockholder"),  such period shall not
     exceed five years from the date of grant.

(b)  Option Price.  The purchase  price of each share of Common Stock subject to
     each  option  granted  pursuant  to the  Plan  shall be  determined  by the
     Committee at the time the option is granted and, in the case of ISOs, shall
     not be less than 100% of the fair market  value of a share of Common  Stock
     on the date the option is granted,  as determined by the Committee.  In the
     case of an ISO granted to a Ten Percent Stockholder, the option price shall
     not be less than 110% of the fair market  value of a share of Common  Stock
     on the date the  option is  granted.  The  purchase  price of each share of
     Common  Stock  subject to a  Nonqualified  Option  under this Plan shall be
     determined  by the  Committee  prior to granting the option.  The Committee
     shall set the  purchase  price for each  share  subject  to a  Nonqualified
     Option at either the fair market value of each share on the date the option
     is granted,  or at such other price as the Committee in its sole discretion
     shall determine.

At the time a determination  of the fair market value of a share of Common Stock
is required to be made  hereunder,  the  determination  of its fair market value
shall be made by the Committee in such manner as it deems appropriate.

(c)  Exercise Period.  The Committee may provide in the option agreement that an
     option may be exercised in whole,  immediately,  or is to be exercisable in
     increments.  However,  no portion of any  option may be  exercisable  by an
     Optionee prior to the approval of the Plan by the stockholders of the Bank.

(d)  Procedure  for  Exercise.  Options  shall be  exercised  by the delivery of
     written  notice to the  Secretary of the Bank  setting  forth the number of
     shares  with  respect to which the option is being  exercised.  Such notice
     shall be accompanied by (i) cash, cashier's check, bank draft, or postal or
     express money order  payable to the order of the Bank,  (ii) subject to the
     approval by the Committee, certificates representing shares of Common Stock
     theretofore  owned by the Optionee  duly endorsed for transfer to the Bank,
     or  (iii)  any  combination  of the  preceding,  equal in value to the full
     amount  of the  exercise  price.  Notice  may also be  delivered  by fax or
     telecopy  provided  that the purchase  price of such shares is delivered to
     the Bank via wire transfer on the same day the fax is received by the Bank.
     The notice  shall  specify the address to which the  certificates  for such
     shares are to be mailed.  An Optionee  shall be deemed to be a  stockholder
     with respect to shares  covered by an option on the date the Bank  receives
     such written  notice and such option  payment.  As promptly as  practicable
     after  receipt of such written  notification  and  payment,  the Bank shall
     deliver to the Optionee  certificates for the number of shares with respect
     to which such option has been so exercised,  issued in the Optionee's  name
     or such  other  name as  Optionee  directs;  provided,  however,  that such
     delivery  shall be deemed  effected for all purposes when a stock  transfer
     agent of the Bank  shall have  deposited  such  certificates  in the United
     States mail, addressed to the Optionee at the address specified pursuant to
     this Section 6(d).

(e)  Termination  of  Employment.  If an  Optionee  to whom an option is granted
     ceases to be  employed  by the Bank or ceases to serve on the Board for any
     reason other than death or  disability,  any option which is exercisable on
     the date of such  termination  of employment or cessation of serving on the
     Board may be exercised  during a three month period after such date, but in
     no event may the option be exercised  after its expiration  under the terms
     of  the  option  agreement;   provided,  however,  that  if  an  Optionee's
     employment or service on the Board is terminated  because of the Optionee's
     theft or  embezzlement  from the Bank,  disclosure  of trade secrets of the
     Bank or the commission of a willful,  felonious act while in the employment
     of the Bank (such reasons shall hereinafter be collectively  referred to as
     "for cause"),  then any option or unexercised  portion  thereof  granted to
     said Optionee shall expire upon such termination of employment or cessation
     of serving on the Board.

(f)  Disability  or Death of  Optionee.  In the  event of the  determination  of
     disability  or death of an  Optionee  under the Plan while the  Optionee is
     employed by the Bank or while the Optionee serves on the Board, the options
     previously  granted to him may be exercised  (to the extent he or she would
     have been entitled to do so at the date of the  determination of disability
     or death) at any time and from time to time, within a one year period after
     the date of such  determination  of  disability  or  death,  by the  former
     employee,  the guardian of his estate, the executor or administrator of his
     estate or by the  person or  persons  to whom his  rights  under the option
     shall pass by will or the laws of descent and distribution, but in no event
     may the option be  exercised  after its  expiration  under the terms of the
     option  agreement.  An Optionee  shall be deemed to be disabled  if, in the
     opinion of a physician selected by the Committee, he or she is incapable of
     performing  services for the Bank of the kind he or she was  performing  at
     the time the  disability  occurred by reason of any medically  determinable
     physical or mental  impairment  which can be expected to result in death or
     to be of long, continued and indefinite duration. The date of determination
     of disability for purposes  hereof shall be the date of such  determination
     by such physician.

(g)  Assignability.  An option shall not be assignable or otherwise transferable
     except  by will or by the laws of  descent  and  distribution.  During  the
     lifetime of an Optionee,  an option shall be exercisable only by him or his
     authorized legal representative.

(h)  Incentive Stock Options.  Each option  agreement may contain such terms and
     provisions  as the  Committee may determine to be necessary or desirable in
     order to qualify an option designated as an ISO.

(i)  No  Rights  as  Stockholder.  No  Optionee  shall  have  any  rights  as  a
     stockholder with respect to shares covered by an option until the option is
     exercised by the written  notice and  accompanied by payment as provided in
     clause (d) above.

(j)  Extraordinary Corporate Transactions.  The existence of outstanding options
     shall  not  affect  in any  way  the  right  or  power  of the  Bank or its
     stockholders    to   make   or   authorize   any   or   all    adjustments,
     recapitalizations,  reorganizations,  exchanges  or  other  changes  in the
     Bank's capital structure or its business, or any merger or consolidation of
     the  Bank,  or  any  issuance  of  Common  Stock  or  other  securities  or
     subscription  rights  thereto,  or  any  issuance  of  bonds,   debentures,
     preferred or prior  preference stock ahead of or affecting the Common Stock
     or the rights  thereof,  or the  dissolution or liquidation of the Bank, or
     any sale or transfer of all or any part of its assets or  business,  or any
     other  corporate  act or  proceeding,  whether  of a similar  character  or
     otherwise.  If the Bank  merges,  consolidates,  sells all of its assets or
     dissolves (each of the foregoing a "Fundamental  Change"),  then thereafter
     upon any exercise of an option  theretofore  granted the Optionee  shall be
     entitled to purchase under such option,  in lieu of the number of shares of
     Common Stock as to which option shall then be  exercisable,  the number and
     class of shares of stock and  securities  to which the Optionee  would have
     been  entitled  pursuant  to  the  terms  of  the  Fundamental  Change  if,
     immediately  prior to such  Fundamental  Change,  the Optionee had been the
     holder of record of the  number of shares of Common  Stock as to which such
     option is then  exercisable.  If (i) the Bank  shall  not be the  surviving
     entity in any merger or consolidation  (or survives only as a subsidiary of
     another entity), (ii) the Bank sells all or substantially all of its assets
     to any other person or entity (other than a wholly-owned subsidiary), (iii)
     any  person or entity  (including  a "group"  as  contemplated  by  Section
     13(d)(3) of the  Exchange  Act)  acquires or gains  ownership or control of
     (including,  without  limitation,  power  to  vote)  more  than  50% of the
     outstanding  shares of Common  Stock,  (iv) the Bank is to be dissolved and
     liquidated,  or (v)  as a  result  of or in  connection  with  a  contested
     election of  directors,  the persons who were  directors of the Bank before
     such election  shall cease to constitute a majority of the Board (each such
     event  in  clauses  (i)  through  (v)  above is  referred  to  herein  as a
     "Corporate Change"), the Committee, in its sole discretion,  may accelerate
     the  time  at  which  all or a  portion  of an  Optionee's  options  may be
     exercised for a limited period of time before or after a specified date.

(k)  Changes in Bank's Capital  Structure.  If the outstanding  shares of Common
     Stock or other  securities  of the Bank,  or both,  for which the option is
     then  exercisable  shall at any time be changed or exchanged by declaration
     of a stock dividend, stock split, combination of shares,  recapitalization,
     or  reorganization,  the number and kind of shares of Common Stock or other
     securities  which  are  subject  to the  Plan  or  subject  to any  options
     theretofore  granted,  and the option prices,  shall be  appropriately  and
     equitably adjusted so as to maintain the proportionate  number of shares or
     other securities without changing the aggregate option price.

(l)  Acceleration of Options. Except as hereinbefore expressly provided, (i) the
     issuance  by the  Bank of  shares  of  stock  or any  class  of  securities
     convertible into shares of stock of any class, for cash, property, labor or
     services,  upon  direct  sale,  upon the  exercise of rights or warrants to
     subscribe therefor, or upon conversion of shares or obligations of the Bank
     convertible  into such  shares or other  securities,  (ii) the payment of a
     dividend in property other than Common Stock or (iii) the occurrence of any
     similar  transaction,  and in any case whether or not for fair value, shall
     not affect,  and no adjustment by reason thereof shall be made with respect
     to, the  number of shares of Common  Stock  subject to options  theretofore
     granted  or the  purchase  price per  share,  unless  the  Committee  shall
     determine,  in its sole  discretion,  than an  adjustment  is  necessary to
     provide equitable  treatment to Optionee.  Notwithstanding  anything to the
     contrary contained in this Plan, the Committee may, in its sole discretion,
     accelerate  the time at which any option may be exercised,  including,  but
     not limited to, upon the occurrence of the events specified in this Section
     6.

SECTION 7. Amendments or Termination.  The Board may amend, alter or discontinue
the Plan,  but no amendment or  alteration  shall be made which would impair the
rights of any  Optionee,  without  his  consent,  under any  option  theretofore
granted, or which,  without the approval of the stockholders,  would: (i) except
as is provided in Section 6(k) of the Plan,  increase the total number of shares
reserved for the purposes of the Plan, (ii) change the class of persons eligible
to  participate  in the Plan as provided in Section 4 of the Plan,  (iii) extend
the applicable  maximum option period  provided for in Section 6(a) of the Plan,
(iv)  extend  the  expiration  date of this Plan set forth in  Section 14 of the
Plan, (v) except as provided in Section 6(k) of the Plan, decrease to any extent
the  option  price of any option  granted  under the Plan or (vi)  withdraw  the
administration of the Plan from the Committee.

SECTION 8.  Compliance With Other Laws and Regulations . The Plan, the grant and
exercise  of  options  thereunder,  and the  obligation  of the Bank to sell and
deliver shares under such options,  shall be subject to all  applicable  federal
and state laws,  rules and regulations and to such approvals by any governmental
or regulatory agency as may be required. The Bank shall not be required to issue
or deliver any  certificates  for shares of Common Stock prior to the completion
of any  registration or  qualification of such shares under any federal or state
law or issuance of any ruling or  regulation  of any  government  body which the
Bank shall, in its sole discretion,  determine to be necessary or advisable. Any
adjustments provided for in Sections 6(j), 6(k) and 6(l) shall be subject to any
shareholder action required by Texas or federal law.

SECTION 9.  Purchase  for  Investment.  Unless the  options and shares of Common
Stock  covered by this Plan have been  registered  under the  Securities  Act of
1933,  as  amended,  or the  Bank  has  determined  that  such  registration  is
unnecessary, each person exercising an option under this Plan may be required by
the Bank to give a  representation  in writing that he or she is acquiring  such
shares for his own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.

SECTION 10. Taxes.

(a)  The Bank may  make  such  provisions  as it may  deem  appropriate  for the
     withholding of any taxes which it determines is required in connection with
     any options granted under this Plan.

(b)  Notwithstanding the terms of Section 10(a), any Optionee may pay all or any
     portion of the taxes  required to be withheld by the Bank or paid by him or
     her in connection with the exercise of a Nonqualified Option by electing to
     have the Bank withhold shares of Common Stock, or by delivering  previously
     owned shares of Common  Stock,  having a fair market  value,  determined in
     accordance  with Section 6(b),  equal to the amount required to be withheld
     or paid; provided, however, that, if the Optionee is subject to Section 16,
     such tax withholding or delivery right was specifically pre-approved by the
     Committee as a feature of the option or is otherwise approved in accordance
     with Rule 16b-3. An Optionee must make the foregoing  election on or before
     the date that the amount of tax to be withheld is determined.

SECTION 11.  Replacement of Options.  The Committee from time to time may permit
an  Optionee  under  the Plan to  surrender  for  cancellation  any  unexercised
outstanding  option and  receive  from the Bank in  exchange  an option for such
number of shares of Common  Stock as may be  designated  by the  Committee.  The
Committee  may,  with  the  consent  of the  person  entitled  to  exercise  any
outstanding option, amend such option,  including reducing the exercise price of
any option to not less than the fair  market  value of the  Common  Stock at the
time of the amendment and extending the term thereof.

SECTION 12. No Right to Bank Employment or Directorship. Nothing in this Plan or
as a result of any option  granted  pursuant  to this Plan  shall  confer on any
individual  any right to  continue  in the employ of the Bank or to  continue to
serve  on the  Board  or  interfere  in any way  with  the  right of the Bank to
terminate an  individual's  employment at any time.  The option  agreements  may
contain such  provisions  as the  Committee  may approve  with  reference to the
effect of approved leaves of absence.

SECTION 13.  Liability of Bank. The Bank and any Affiliate which is in existence
or hereafter  comes into  existence  shall not be liable to an Optionee or other
persons as to:

(a)  Non-Issuance of Shares.  The non-issuance or sale of shares as to which the
     Bank has been unable to obtain from any regulatory body having jurisdiction
     the  authority  deemed by the Bank's  counsel to be necessary to the lawful
     issuance and sale of any shares hereunder; and

(b)  Tax Consequences.  Any tax consequence  expected,  but not realized, by any
     Optionee  or  other  person  due to the  exercise  of  any  option  granted
     hereunder.

SECTION 14. Effectiveness and Expiration of Plan. The Plan shall be effective on
the date the Board  adopts  the Plan.  If the  stockholders  of the Bank fail to
approve the Plan within twelve  months of the date the Board  approved the Plan,
the Plan shall terminate and all options previously granted under the Plan shall
become void and of no effect. The Plan shall expire ten years after the date the
Board  approves the Plan and  thereafter no option shall be granted  pursuant to
the Plan.

SECTION 15.  Non-Exclusivity  of the Plan. Neither the adoption by the Board nor
the submission of the Plan to the stockholders of the Bank for approval shall be
construed  as creating any  limitations  on the power of the Board to adopt such
other  incentive  arrangements  as it  may  deem  desirable,  including  without
limitation,  the granting of restricted  stock or stock options  otherwise  than
under the Plan,  and such  arrangements  may be either  generally  applicable or
applicable only in specific cases.

SECTION 16.  Governing  Law.  This Plan and any  agreements  hereunder  shall be
interpreted  and construed in accordance with the laws of the State of Texas and
applicable federal law.

IN WITNESS WHEREOF,  and as conclusive evidence of the adoption of the foregoing
by directors of the Bank, Bank of Tanglewood,  National Association,  has caused
these presents to be duly executed in its name and behalf by its proper officers
thereunto duly authorized as of this 14th day of November, 1996.


                                  BANK OF TANGLEWOOD,
                                  NATIONAL ASSOCIATION


                                  By:         /s/ James L. Tidwell, Jr.
                                      -----------------------------------
                                  Name:    James L. Tidwell, Jr.
                                       ----------------------------------
                                  Title:  Executive Vice President
                                       ----------------------------------

ATTEST:

 /s/Sheryl Barringer
-----------------------

<PAGE>


                             FIRST AMENDMENT TO THE
                    BANK OF TANGLEWOOD, NATIONAL ASSOCIATION
                             1996 STOCK OPTION PLAN

                              W I T N E S S E T H:

         WHEREAS, Bank of Tanglewood, N.A. (the "Bank") presently maintains the
Bank of Tanglewood, National Association 1996 Stock Option Plan (the "Plan");
and WHEREAS, the Bank, pursuant to Section 7 of the Plan, has the right to amend
the Plan from time to time subject to certain limitations.

         NOW, THEREFORE, in order to increase the number of shares of common
stock, $5.00 par value, of the Bank ("Common Stock") reserved for issuance
pursuant to the exercise of options under the Plan, the Plan is hereby amended
in the following manner:

         1. Effective as of the date this amendment is approved by the Board of
Directors of the Bank (the "Board"), Section 3 is hereby amended in its entirety
to read as follows:

                  SECTION 3. Stock Reserved for the Plan. Subject to adjustment
         as provided in Section 6 hereof, the aggregate number of shares of
         Common Stock that may be optioned under the Plan is 110,000. The shares
         subject to the Plan shall consist of authorized but unissued shares of
         Common Stock and such number of shares shall be and is hereby reserved
         for sale for such purpose. Any of such shares which may remain unsold
         and which are not subject to outstanding options at the termination of
         the Plan shall cease to be reserved for the purpose of the Plan, but
         until termination of the Plan or the termination of the last of the
         options granted under the Plan, whichever last occurs, the Bank shall
         at all times reserve a sufficient number of shares to meet the
         requirements of the Plan. Should any option expire or be canceled prior
         to its exercise in full, the shares theretofore subject to such option
         may again be made subject to an option under the Plan.

         2. This First Amendment to the Plan was approved by the Board on the
18th day of February, 1998.

         IN WITNESS WHEREOF, the Bank has executed this First Amendment to the
Bank of Tanglewood, National Association 1996 Stock Option Plan on this 22nd day
of April, 1998.

                               BANK OF TANGLEWOOD,
                               NATIONAL ASSOCIATION


                               By:         /s/ James L. Tidwell, Jr.
                                   ----------------------------------
                               Name:    James L. Tidwell, Jr.
                                    ---------------------------------
                               Title:      Executive Vice President
                                     --------------------------------
<PAGE>

                             SECOND AMENDMENT TO THE
                    BANK OF TANGLEWOOD, NATIONAL ASSOCIATION
                             1996 STOCK OPTION PLAN

                              W I T N E S S E T H:

         WHEREAS, Bank of Tanglewood, N.A. (the "Bank") presently maintains the
Bank of Tanglewood, National Association 1996 Stock Option Plan, as amended (the
"Plan"); and

         WHEREAS, the Bank, pursuant to Section 7 of the Plan, has the right to
amend the Plan from time to time subject to certain limitations.

         NOW, THEREFORE, in order to increase the number of shares of common
stock, $5.00 par value, of the Bank ("Common Stock") reserved for issuance
pursuant to the exercise of options under the Plan, the Plan is hereby amended
in the following manner:

         1. Effective as of the date this amendment is approved by the Board of
Directors of the Bank (the "Board"), Section 3 is hereby amended in its entirety
to read as follows:

                  SECTION 3. Stock Reserved for the Plan. Subject to adjustment
         as provided in Section 6 hereof, the aggregate number of shares of
         Common Stock that may be optioned under the Plan is 150,000. The shares
         subject to the Plan shall consist of authorized but unissued shares of
         Common Stock and such number of shares shall be and is hereby reserved
         for sale for such purpose. Any of such shares which may remain unsold
         and which are not subject to outstanding options at the termination of
         the Plan shall cease to be reserved for the purpose of the Plan, but
         until termination of the Plan or the termination of the last of the
         options granted under the Plan, whichever last occurs, the Bank shall
         at all times reserve a sufficient number of shares to meet the
         requirements of the Plan. Should any option expire or be canceled prior
         to its exercise in full, the shares theretofore subject to such option
         may again be made subject to an option under the Plan.

         2. This Second Amendment to the Plan was approved by the Board on the
23rd day of September, 1998.

         IN WITNESS WHEREOF, the Bank has executed this Second Amendment to the
Bank of Tanglewood, National Association 1996 Stock Option Plan on this 17th day
of November, 1998.

                               BANK OF TANGLEWOOD,
                               NATIONAL ASSOCIATION


                               By:         /s/ James L. Tidwell, Jr.
                                   ----------------------------------
                               Name:    James L. Tidwell, Jr.
                                    ---------------------------------
                               Title:      Executive Vice President
                                     --------------------------------

<PAGE>

                             THIRD AMENDMENT TO THE
                    BANK OF TANGLEWOOD, NATIONAL ASSOCIATION
                             1996 STOCK OPTION PLAN

                              W I T N E S S E T H:

     WHEREAS,  Bank of Tanglewood,  National  Association (the "Bank") presently
maintains the Bank of Tanglewood,  National  Association  1996 Stock Option Plan
(the "Plan"); and

     WHEREAS,  the Board of  Directors  of the Bank (the  "Board"),  pursuant to
Section 7 of the Plan, has the right to amend the Plan from time to time subject
to certain limitations.

     NOW, THEREFORE, in order to make certain changes to the Plan desired by the
Board, the Plan is hereby amended in the following manner:

         1. Effective as of the date this amendment is approved by the Board,
         Section 6(j) is hereby amended in its entirety to read as follows:

         (j) Extraordinary Corporate Transactions. The existence of outstanding
         options shall not affect in any way the right or power of the Bank or
         its stockholders to make or authorize any or all adjustments,
         recapitalizations, reorganizations, exchanges or other changes in the
         Bank's capital structure or its business, or any merger or
         consolidation of the Bank, or any issuance of Common Stock or other
         securities or subscription rights thereto, or any issuance of bonds,
         debentures, preferred or prior preference stock ahead of or affecting
         the Common Stock or the rights thereof, or the dissolution or
         liquidation of the Bank, or any sale or transfer of all or any part of
         its assets or business, or any other corporate act or proceeding,
         whether of a similar character or otherwise. If the Bank merges,
         consolidates, sells all of its assets or dissolves (each of the
         foregoing a "Fundamental Change"), then thereafter upon any exercise of
         an option theretofore granted the Optionee shall be entitled to
         purchase under such option, in lieu of the number of shares of Common
         Stock as to which option shall then be exercisable, the number and
         class of shares of stock and securities to which the Optionee would
         have been entitled pursuant to the terms of the Fundamental Change if,
         immediately prior to such Fundamental Change, the Optionee had been the
         holder of record of the number of shares of Common Stock as to which
         such option is then exercisable. If (i) the Bank shall not be the
         surviving entity in any merger or consolidation (or survives only as a
         subsidiary of another entity), (ii) the Bank sells all or substantially
         all of its assets to any other person or entity (other than a
         wholly-owned subsidiary), (iii) any person or entity (including a
         "group" as contemplated by Section 13(d)(3) of the Exchange Act)
         acquires or gains ownership or control of (including, without
         limitation, power to vote) more than 50% of the outstanding shares of
         Common Stock, (iv) the Bank is to be dissolved and liquidated, or (v)
         as a result of or in connection with a contested election of directors,
         the persons who were directors of the Bank before such election shall
         cease to constitute a majority of the Board (each such event in clauses
         (i) through (v) above is referred to herein as a "Corporate Change"),
         all options granted hereunder shall become fully exercisable.

         2. This Third Amendment to the Plan was approved by the Board on
         October 20, 1999.

         IN WITNESS WHEREOF, the Bank has executed this Third Amendment to the
Bank of Tanglewood, National Association 1996 Stock Option Plan on this 20th day
of October, 1999.

                              BANK OF TANGLEWOOD,
                              NATIONAL ASSOCIATION


                              By:         /s/ James L. Tidwell, Jr.
                                  ---------------------------------
                              Name:    James L. Tidwell, Jr.
                                   --------------------------------
                              Title:      Executive Vice President
                                    -------------------------------

<PAGE>

                             FOURTH AMENDMENT TO THE
                    BANK OF TANGLEWOOD, NATIONAL ASSOCIATION
                             1996 STOCK OPTION PLAN

                              W I T N E S S E T H:

     WHEREAS,  Bank of Tanglewood,  National  Association (the "Bank") presently
maintains the Bank of Tanglewood,  National  Association 1996 Stock Option Plan,
as amended (the "Plan"); and

     WHEREAS,  the Bank,  pursuant  to  Section 7 of the Plan,  has the right to
amend the Plan from time to time subject to certain limitations.

     NOW, THEREFORE,  in order to increase the number of shares of common stock,
$5.00 par value, of the Bank ("Common Stock") reserved for issuance  pursuant to
the  exercise  of  options  under the Plan,  the Plan is hereby  amended  in the
following manner:

         1. Effective as of the date this amendment is approved by the Board of
Directors of the Bank (the "Board"), Section 3 is hereby amended in its entirety
to read as follows:


                  (j) Stock Reserved for the Plan. Subject to adjustment as
         provided in Section 6 hereof, the aggregate number of shares of Common
         Stock that may be optioned under the Plan is 173,000. The shares
         subject to the Plan shall consist of authorized but unissued shares of
         Common Stock and such number of shares shall be and is hereby reserved
         for sale for such purpose. Any of such shares which may remain unsold
         and which are not subject to outstanding options at the termination of
         the Plan or the termination of the last of the options granted under
         the Plan, whichever last occurs, the Bank shall at all times reserve a
         sufficient number of shares to meet the requirements of the Plan.
         Should any option expire or be canceled prior to its exercise in full,
         the shares theretofore subject to such option may again be made subject
         to an option under the Plan.

         2. This Fourth Amendment to the Plan was approved by the Board on the
18th day of October, 2000.

         IN WITNESS WHEREOF, the Bank has executed this Fourth Amendment to the
Bank of Tanglewood, National Association 1996 Stock Option Plan on this 10th day
of November, 2000.

                           BANK OF TANGLEWOOD,
                           NATIONAL ASSOCIATION


                           By:         /s/ James L. Tidwell, Jr.
                               ----------------------------------
                           Name:    James L. Tidwell, Jr.
                                ---------------------------------
                           Title:      Executive Vice President
                                 --------------------------------

<PAGE>

EXHIBIT 5.0

                 OPINION & CONSENT OF FREDERIC DORWART, LAWYERS


Frederic Dorwart, Lawyers
124 E. 4th Street
Tulsa, Oklahoma 74103

October 25, 2002

BOK Financial Corporation
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma 74172
Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 292,225 shares of your common stock.
As your counsel in connection with these transactions, we have examined the
proceedings taken and proposed to be taken in connection with the issue in sale
of the shares.

It is our opinion that the shares, when issued as described in the Registration
Statement, will be legally and validly issued, fully paid, and non- assessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof and any
amendment thereto.

Sincerely,

/s/ FREDERIC DORWART
---------------------------------
Frederic Dorwart


<PAGE>

EXHIBIT 23.0

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement Form
S-8 pertaining to the Bank of Tanglewood, National Association 1996 Stock Option
Plan dated October 28, 2002, of our report dated January 23, 2002 with respect
to the consolidated financial statements of BOK Financial Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 2001, filed with the Securities and Exchange Commission.

October 25, 2002
Tulsa, Oklahoma



                                       /s/ ERNST & YOUNG, LLP

<PAGE>

EXHIBIT 23.1

                      CONSENT OF FREDERIC DORWART, LAWYERS

    (Included in Exhibit 5.0: Opinion & Consent of Frederic Dorwart, Lawyers)


<PAGE>

-EXHIBIT 24.0

                                POWER OF ATTORNEY

      (included on the first signature page to this Registration Statement)
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{"company-data": {"conformed-name": "BOK FINANCIAL CORP ET AL", "cik": "0000875357", "assigned-sic": "6021", "irs-number": "731373454", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100783", "film-number": "02799895"}, "business-address": {"street1": "BANK OF OKLAHOMA TOWER", "street2": "PO BOX 2300", "city": "TULSA", "state": "OK", "zip": "74192", "phone": "9185953025"}, "mail-address": {"street1": "BANK OF OKLAHOMA TOWER", "street2": "P O BOX 2300", "city": "TULSA", "state": "OK", "zip": "74192"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 2002
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            BOK FINANCIAL CORPORATION

             (Exact name of Registrant as specified in its charter)

            OKLAHOMA                                 73-1373454
  (State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)               Identification Number)

      Bank of Oklahoma Tower
  Boston Avenue at Second Street
         Tulsa, Oklahoma                                74172
(Address of Principal Executive Offices)              (Zip Code)

                    Bank of Tanglewood, National Association
                             1996 Stock Option Plan
                            (Full title of the plans)

                               Stanley A. Lybarger
                      President and Chief Executive Officer
                             Bank of Oklahoma Tower
                         Boston Avenue at Second Street
                              Tulsa, Oklahoma 74172
                                 (918) 588-6000
            (Name, address, including zip code, and telephone number,
                    including area code of agent for service)

                                 With Copies to:

                                TAMARA R. WAGMAN
                            FREDERIC DORWART, LAWYERS
                                  OLD CITY HALL
                                124 E. 4TH STREET
                              TULSA, OKLAHOMA 74103
                                 (918) 583-9958

                         CALCULATION OF REGISTRATION FEE

==========================================================================================================
                                                      PROPOSED MAXIMUM    PROPOSED MAXIMUM     AMOUNT OF
                TITLE OF SECURITIES    AMOUNT TO BE    OFFERING PRICE    AGGREGATE OFFERING   REGISTRATION
                  TO BE REGISTERED      REGISTERED       PER SHARE             PRICE              FEE
----------------------------------------------------------------------------------------------------------
Common Stock, $0.00006 par value....... 292,225           $33.90            $9,906,428           $911
==========================================================================================================
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended based on the average of the high and low sale prices per share of BOK
Financial common stock on NASDAQ on October 23, 2002.
INTRODUCTORY STATEMENT

On October 25, 2002, Bank of Tanglewood, N.A. merged into TW Interim National
Bank, a wholly owned subsidiary of BOK Financial Corporation. Pursuant to the
merger agreement, BOK Financial assumed the stock option plans of Bank of
Tanglewood, and each unexpired and unexercised outstanding option to purchase
Bank of Tanglewood common stock was automatically converted into an option to
purchase that number of shares of BOK Financial common stock obtained by
multiplying the number of shares of Bank of Tanglewood common stock issuable
upon exercise of such option by 1.75, at an exercise price per share of Bank of
Tanglewood common stock equal to the per share exercise price of such Bank of
Tanglewood stock option divided by 1.75.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

The documents containing the information required by Item 1 of Form S-8 will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the Securities Act). Such documents are not required to be
and are not filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 423.
These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Upon written or oral request, any of the documents incorporated by reference in
Item 3 of Part II of this Registration Statement, any of the other documents
required to be delivered to plan participants pursuant to Rule 428(b), and any
additional information about the Plan and its administrators are available
without charge by contacting:

BOK Financial  Corporation  P.O. Box 2300 Tulsa,  Oklahoma  74172 (918) 588-6000
Attn: Gregg Jaynes

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

BOK Financial has registered its Common Stock under Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act"), effective August 13, 1991,
and is currently subject to the informational requirements of the Exchange Act.
BOK Financial has been subject to the reporting requirements of the Exchange Act
since August 13, 1991, and, therefore, BOK Financial filed its first annual
report on Form 10-K for the year ending December 31, 1991. The following
documents have been filed with the Securities Exchange Commission ("Commission")
by BOK Financial and are hereby incorporated by reference:

(a) BOK Financial's Annual Report on Form 10-K filed with the Commission on
March 27, 2002 for the fiscal year ended December 31, 2001;

(b) BOK Financial's Quarterly Report on Form 10-Q filed with the Commission on
May 14, 2002 for the quarterly period ended March 31, 2002;

(c) BOK Financial's Quarterly Report on Form 10-Q filed with the Commission on
August 14, 2002 for the quarterly period ended June 30, 2002; and,

(d) The description of BOK Financial's capital stock contained on page 2 in
Registration Statement on Form 10, as amended by filings on Form 8, filed under
the Exchange Act (Registration No. 0-19341), including any amendment or report
filed for the purpose of updating such description.

In addition, all documents subsequently filed by BOK Financial pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment to this registration
statement that indicates that all securities offered hereby have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein modifies or supersedes such statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Oklahoma Business Corporation Act and Article VI of the Bylaws of BOK
Financial Corporation provide BOK Financial Corporation with broad powers and
authority to indemnify its directors and officers and to purchase and maintain
insurance for such purposes. Pursuant to such statutory and Bylaw provisions,
BOK Financial Corporation has purchased insurance against certain costs of
indemnification of its officers and directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit No.          Description

4.0  The  rights of  holders  of the  common  stock and  preferred  stock of BOK
     Financial are set forth in its Articles of  Incorporation.  The Articles of
     Incorporation  of BOK Financial,  incorporated  by reference to (i) Amended
     and Restated  Certificate of  Incorporation of BOK Financial filed with the
     Oklahoma  Secretary of State on May 28,  1991,  filed as Exhibit 3.0 to S-1
     Registration Statement No. 33-90450, and (ii) Amendment attached as Exhibit
     A to  Information  Statement and Prospectus  Supplement  filed November 20,
     1991 4.1* Bank of Tanglewood, National Association, 1996 Stock Option Plan,
     as amended

5.0* 0pinion of Frederic  Dorwart,  Lawyers regarding the legality of the shares
     of common stock being registered

23.0*Consent  of Ernst & Young,  LLP,  Independent  Auditors  23.1*  Consent  of
     Frederic Dorwart, Lawyers (included in opinion filed as Exhibit 5.0)

24.0*Power  of  Attorney   (included  on  the  first   signature  page  to  this
     (Registration Statement)

*filed herewith
ITEM 9. UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective amendment to this registration statement:

(i) To include any  prospectus  required by Section  10(a)(3) of the  Securities
Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post- effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on the 28th day of October,
2002.

                            BOK Financial Corporation

By:    /s/ STANLEY A. LYBARGER
    -----------------------------
        Stanley A. Lybarger,
            President and
       Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed below by the following persons in the
capacities indicated on October 28, 2002.

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George B. Kaiser and Stanley A. Lybarger, and
each of them, each with full power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully for all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue thereof.

SIGNATURE                TITLE                                        DATE

/s/ GEORGE B. KAISER     Chairman  of the  Board of BOK  Financial   10/28/02
------------------------ Corporation                                ----------
George B. Kaiser

/s/ STANLEY A. LYBARGER  President,  Chief  Executive  Officer and   10/25/02
------------------------ Director of BOK Financial Corporation      ----------
Stanley A. Lybarger

/s/ STEVEN E. NELL       Executive   Vice   President   and  Chief   10/24/02
------------------------ Financial Officer of BOK Financial         ----------
Steven E. Nell           Corporation

/s/ JOHN C. MORROW       Senior  Vice  President  and  Director of   10/27/02
------------------------ Financial  Accounting  and  Reporting  of  ----------
John C. Morrow           BOK Financial Corporation
/s/ VALERIE C. TOALSON   Corporate  Controller  of  BOK  Financial   10/24/02
-------------------------Corporation                                ----------
Valerie C. Toalson

-------------------------Director of BOK Financial Corporation      ----------
C. Fred Ball, Jr.

/s/ SHARON J. BELL                                                   10/24/02
-------------------------Director of BOK Financial Corporation      ----------
Sharon J. Bell

-------------------------Director of BOK Financial Corporation      ----------
Peter C. Boylan, III

/s/ JOSEPH E. CAPPY                                                  10/25/02
-------------------------Director of BOK Financial Corporation      ----------
Joseph E. Cappy

/s/ LUKE R. CORBETT                                                  10/28/02
-------------------------Director of BOK Financial Corporation      ----------
Luke R. Corbett

/s/ WILLIAM E. DURRETT                                               10/28/02
-------------------------Director of BOK Financial Corporation      ----------
William E. Durrett

-------------------------Director of BOK Financial Corporation      ----------
James O. Goodwin

/s/ V. BURNS HARGIS                                                  10/24/02
-------------------------Vice Chairman and Director of BOK          ----------
V. Burns Hargis          Financial Corporation

-------------------------Director of BOK Financial Corporation      ----------
Howard E. Janzen

/s/ E. CAREY JOULLIAN, IV                                            10/28/02
-------------------------Director of BOK Financial Corporation      ----------
E. Carey Joullian, IV

-------------------------Director of BOK Financial Corporation      ----------
David L. Kyle

/s/ ROBERT J. LAFORTUNE                                              10/24/02
-------------------------Director of BOK Financial Corporation      ----------
Robert J. LaFortune

/s/ PHILIP C. LAUINGER                                               10/24/02
-------------------------Director of BOK Financial Corporation      ----------
Philip C. Lauinger

-------------------------Director of BOK Financial Corporation      ----------
John C. Lopez

/s/ STEVEN J. MALCOLM                                                10/24/02
-------------------------Director of BOK Financial Corporation      ----------
Steven J. Malcolm

-------------------------Director of BOK Financial Corporation      ----------
Frank A. McPherson

/s/ STEVEN E. MOORE                                                  10/25/02
-------------------------Director of BOK Financial Corporation      ----------
Steven E. Moore

-------------------------Director of BOK Financial Corporation      ----------
J. Larry Nichols

-------------------------Director of BOK Financial Corporation      ----------
Robert L. Parker, Sr.

-------------------------Director of BOK Financial Corporation      ----------
James A. Robinson

-------------------------Director of BOK Financial Corporation      ----------
L. Francis Rooney, III

/s/ SCOTT F. ZARROW                                                  10/25/02
-------------------------Director of BOK Financial Corporation      ----------
Scott F. Zarrow

THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma,
as of October 28, 2002.

By /s/ GEORGE B. KAISER
------------------------
George  B.  Kaiser,  Chairman  of the  Board of BOK  Financial  Corporation  and
Administrator of the Bank of Tanglewood, National Association, 1996 Stock Option
Plan

By /s/_STANLEY A.LYBARGER
--------------------------
Stanley A.  Lybarger,  President,  Chief  Executive  Officer and Director of BOK
Financial  Corporation  and  Administrator  of the Bank of Tanglewood,  National
Association, 1996 Stock Option Plan
INDEX TO EXHIBITS

Exhibit No.          Description

4.0  The  rights of  holders  of the  common  stock and  preferred  stock of BOK
     Financial are set forth in its Articles of  Incorporation.  The Articles of
     Incorporation  of BOK Financial,  incorporated  by reference to (i) Amended
     and Restated  Certificate of  Incorporation of BOK Financial filed with the
     Oklahoma  Secretary of State on May 28,  1991,  filed as Exhibit 3.0 to S-1
     Registration Statement No. 33-90450, and (ii) Amendment attached as Exhibit
     A to  Information  Statement and Prospectus  Supplement  filed November 20,
     1991 4.1* Bank of Tanglewood, National Association, 1996 Stock Option Plan,
     as amended

5.0* 0pinion of Frederic  Dorwart,  Lawyers regarding the legality of the shares
     of common stock being registered

23.0* Consent of Ernst & Young, LLP, Independent Auditors

23.1*Consent of Frederic Dorwart,  Lawyers (included in opinion filed as Exhibit
     5.0)

24.0*Power  of  Attorney   (included  on  the  first   signature  page  to  this
     (Registration Statement)

*  filed herewith
EXHIBIT 4.1

                    BANK OF TANGLEWOOD, NATIONAL ASSOCIATION
                             1996 STOCK OPTION PLAN
                                October 28, 2002

(Adopted by Action of the Board of Directors of BOK Financial  Corporation taken
April 30, 2002)

On October 28, 2002 BOK Financial Corporation registered on Securities and
Exchange Commission Form S-8 pursuant to the Securities Act of 1933, 292,225
shares of BOK Financial Corporation Common Stock, $0.00006 par value, for
issuance in connection with the Bank of Tanglewood, National Association 1996
Stock Option Plan. This document constitutes part of a Section 10(a) prospectus
covering the securities that have been registered under the Securities Act of
1933. The documents constituting the Section 10(a) Prospectus are held in a file
maintained by the Benefits Department of Human Resources and may be reviewed or
obtained, without charge, upon written or oral request made to the Compensation
Department of Human Resources of Bank of Oklahoma, National Association, P.O.
Box 2300, Tulsa, Oklahoma 74172, telephone number (918) 588-6277.

SECTION 1. Purpose of the Plan. The purpose of the Bank of Tanglewood,  National
Association 1996 Stock Option Plan ("Plan") is to encourage  ownership of common
stock,  $5.00  par  value  ("Common  Stock"),  of Bank of  Tanglewood,  National
Association,  a national banking  association (the "Bank"), by key employees and
directors  of the Bank and its  Affiliates  (as  defined  below)  and to provide
increased  incentive for such key employees and directors to render services and
to exert  maximum  effort for the  success of the Bank.  In  addition,  the Bank
expects  that the Plan will further  strengthen  the  identification  of the key
employees and directors  with the  stockholders.  Certain  options to be granted
under this Plan are  intended to qualify as  incentive  stock  options  ("ISOs")
pursuant  to  Section  422 of the  Internal  Revenue  Code of 1986,  as  amended
("Code"),  while  other  options  granted  under this Plan will be  nonqualified
options  which are not  intended  to qualify as ISOs  ("Nonqualified  Options"),
either or both as provided in the agreements  evidencing the options as provided
in  Section 6 hereof.  As used in this  Plan,  the term  "Affiliates"  means any
"parent  corporation" of the Bank and any  "subsidiary  corporation" of the Bank
within the meaning of Code Sections 424(e) and (f), respectively.

SECTION 2. Administration of the Plan.

(a)  Composition  of  Committee.   The  Plan  shall  be   administered   by  the
     Compensation  Committee  (the  "Committee")  designated  by  the  Board  of
     Directors  of the Bank  (the  "Board"),  which  shall  also  designate  the
     Chairman  of the  Committee.  If the Bank is  governed by Section 16 of the
     Securities  Exchange Act of 1934, as amended  ("Exchange Act"), no director
     shall  serve  as  a  member  of  the  Committee  unless  he  or  she  is  a
     "Non-Employee Director" within the meaning of Rule 16b-3 promulgated by the
     Securities and Exchange  Commission (the  "Commission")  under the Exchange
     Act.
(b)  Committee  Action.  The Committee shall hold its meetings at such times and
     places as it may  determine.  A majority of its members shall  constitute a
     quorum,  and all  determinations of the Committee shall be made by not less
     than a majority of its members.  Any decision or  determination  reduced to
     writing and signed by a majority of the members shall be fully as effective
     as if it had been made by a majority  vote of its members at a meeting duly
     called and held.  The  Committee may designate the Secretary of the Bank or
     other Bank employees to assist the Committee in the  administration  of the
     Plan, and may grant  authority to such persons to execute award  agreements
     or other  documents  on behalf  of the  Committee  and the  Bank.  Any duly
     constituted  committee of the Board satisfying the  qualifications  of this
     Section 2 may be appointed as the Committee.

(c)  Committee Expenses.  All expenses and liabilities incurred by the Committee
     in the administration of the Plan shall be borne by the Bank. The Committee
     may employ attorneys, consultants, accountants or other persons.

SECTION 3. Stock  Reserved for the Plan.  Subject to  adjustment  as provided in
Section 6 hereof,  the  aggregate  number of shares of Common  Stock that may be
optioned under the Plan is 97,500.  The shares subject to the Plan shall consist
of  authorized  but  unissued  shares of Common  Stock and such number of shares
shall be and is hereby  reserved for sale for such  purpose.  Any of such shares
which may remain unsold and which are not subject to outstanding  options at the
termination  of the Plan shall cease to be reserved for the purpose of the Plan,
but until  termination of the Plan or the termination of the last of the options
granted  under the Plan,  whichever  last  occurs,  the Bank  shall at all times
reserve a  sufficient  number of  shares to meet the  requirements  of the Plan.
Should any option  expire or be  canceled  prior to its  exercise  in full,  the
shares theretofore subject to such option may again be made subject to an option
under the Plan.

SECTION 4.  Eligibility.  The persons  eligible to  participate in the Plan as a
recipient of options ("Optionee") shall include only key employees and directors
of the Bank or its Affiliates at the time the option is granted.  A key employee
or  director  who has  been  granted  an  option  hereunder  may be  granted  an
additional option or options, if the Committee shall so determine.

SECTION 5. Grant of Options.

(a)  Committee   Discretion.   The  Committee   shall  have  sole  and  absolute
     discretionary  authority (i) to determine,  authorize,  and designate those
     persons  pursuant to this Plan who are to receive  options  under the Plan,
     (ii) to  determine  the  number of shares of Common  Stock to be covered by
     such  options and the terms  thereof,  and (iii) to  determine  the type of
     option  granted:  ISO,  Nonqualified  Option  or a  combination  of ISO and
     Nonqualified  Options;  provided that a director who is not an employee may
     not receive  ISOs.  If the Bank is  governed by Section 16 of the  Exchange
     Act,  the  Committee  shall  specifically  pre-approve  each  grant to each
     Optionee subject to Section 16(b) in accordance with Rule 16b-3 as amended,
     unless such grant is or will be otherwise  exempt from Section  16(b).  The
     Committee   shall   thereupon   grant  options  in  accordance   with  such
     determinations as evidenced by a written option  agreement.  Subject to the
     express  provisions  of the Plan,  the Committee  shall have  discretionary
     authority to prescribe, amend and rescind rules and regulations relating to
     the Plan,  to interpret  the Plan,  to prescribe and amend the terms of the
     option  agreements  (which  need not be  identical)  and to make all  other
     determinations  deemed necessary or advisable for the administration of the
     Plan.

(b)  Stockholder  Approval.  All options granted under this Plan are subject to,
     and  may  not be  exercised  before,  the  approval  of  this  Plan  by the
     stockholders  prior to the first anniversary date of the Board meeting held
     to approve the Plan, by the  affirmative  vote of the holders of a majority
     of the shares of the Bank present, or represented by proxy, and entitled to
     vote at a meeting at which a quorum is  present,  or by written  consent in
     accordance  with the laws of the United  States and the State of Texas,  as
     may be applicable;  provided that if such approval by the  stockholders  of
     the Bank is not forthcoming, all options previously granted under this Plan
     shall be void.

(c)  Limitation on Incentive  Stock  Options.  The  aggregate  fair market value
     (determined  in accordance  with Section 6.(b) of this Plan at the time the
     option is  granted) of the Common  Stock with  respect to which ISOs may be
     exercisable  for the first time by any Optionee  during any  calendar  year
     under  all  such  plans of the Bank and its  Affiliates  shall  not  exceed
     $100,000.

SECTION 6. Terms and  Conditions.  Each option  granted  under the Plan shall be
evidenced by an agreement,  in a form approved by the Committee,  which shall be
subject to the following  express terms and  conditions  and to such other terms
and conditions as the Committee may deem appropriate.

(a)  Option  Period.  The Committee  shall  promptly  notify the Optionee of the
     option  grant  and a written  agreement  shall  promptly  be  executed  and
     delivered by and on behalf of the Bank and the Optionee,  provided that the
     option  grant  shall  expire if a written  agreement  is not signed by said
     Optionee (or his agent or attorney) and returned to the Bank within 60 days
     from date of receipt by the Optionee of such  agreement.  The date of grant
     shall be the date the option is  actually  granted by the  Committee,  even
     though the written  agreement may be executed and delivered by the Bank and
     the  Optionee  after that date.  Each option  agreement  shall  specify the
     period for which the option  thereunder is granted (which in no event shall
     exceed ten years from the date of grant) and shall  provide that the option
     shall expire at the end of such period.  If the original  term of an option
     is less than ten years  from the date of grant,  the  option may be amended
     prior  to its  expiration,  with  the  approval  of the  Committee  and the
     Optionee,  to extend  the term so that the term as amended is not more than
     ten years from the date of grant. However, in the case of an ISO granted to
     an individual who, at the time of grant, owns stock possessing more than 10
     percent of the total  combined  voting power of all classes of stock of the
     Bank or its Affiliate  ("Ten Percent  Stockholder"),  such period shall not
     exceed five years from the date of grant.

(b)  Option Price.  The purchase  price of each share of Common Stock subject to
     each  option  granted  pursuant  to the  Plan  shall be  determined  by the
     Committee at the time the option is granted and, in the case of ISOs, shall
     not be less than 100% of the fair market  value of a share of Common  Stock
     on the date the option is granted,  as determined by the Committee.  In the
     case of an ISO granted to a Ten Percent Stockholder, the option price shall
     not be less than 110% of the fair market  value of a share of Common  Stock
     on the date the  option is  granted.  The  purchase  price of each share of
     Common  Stock  subject to a  Nonqualified  Option  under this Plan shall be
     determined  by the  Committee  prior to granting the option.  The Committee
     shall set the  purchase  price for each  share  subject  to a  Nonqualified
     Option at either the fair market value of each share on the date the option
     is granted,  or at such other price as the Committee in its sole discretion
     shall determine.

At the time a determination  of the fair market value of a share of Common Stock
is required to be made  hereunder,  the  determination  of its fair market value
shall be made by the Committee in such manner as it deems appropriate.

(c)  Exercise Period.  The Committee may provide in the option agreement that an
     option may be exercised in whole,  immediately,  or is to be exercisable in
     increments.  However,  no portion of any  option may be  exercisable  by an
     Optionee prior to the approval of the Plan by the stockholders of the Bank.

(d)  Procedure  for  Exercise.  Options  shall be  exercised  by the delivery of
     written  notice to the  Secretary of the Bank  setting  forth the number of
     shares  with  respect to which the option is being  exercised.  Such notice
     shall be accompanied by (i) cash, cashier's check, bank draft, or postal or
     express money order  payable to the order of the Bank,  (ii) subject to the
     approval by the Committee, certificates representing shares of Common Stock
     theretofore  owned by the Optionee  duly endorsed for transfer to the Bank,
     or  (iii)  any  combination  of the  preceding,  equal in value to the full
     amount  of the  exercise  price.  Notice  may also be  delivered  by fax or
     telecopy  provided  that the purchase  price of such shares is delivered to
     the Bank via wire transfer on the same day the fax is received by the Bank.
     The notice  shall  specify the address to which the  certificates  for such
     shares are to be mailed.  An Optionee  shall be deemed to be a  stockholder
     with respect to shares  covered by an option on the date the Bank  receives
     such written  notice and such option  payment.  As promptly as  practicable
     after  receipt of such written  notification  and  payment,  the Bank shall
     deliver to the Optionee  certificates for the number of shares with respect
     to which such option has been so exercised,  issued in the Optionee's  name
     or such  other  name as  Optionee  directs;  provided,  however,  that such
     delivery  shall be deemed  effected for all purposes when a stock  transfer
     agent of the Bank  shall have  deposited  such  certificates  in the United
     States mail, addressed to the Optionee at the address specified pursuant to
     this Section 6(d).

(e)  Termination  of  Employment.  If an  Optionee  to whom an option is granted
     ceases to be  employed  by the Bank or ceases to serve on the Board for any
     reason other than death or  disability,  any option which is exercisable on
     the date of such  termination  of employment or cessation of serving on the
     Board may be exercised  during a three month period after such date, but in
     no event may the option be exercised  after its expiration  under the terms
     of  the  option  agreement;   provided,  however,  that  if  an  Optionee's
     employment or service on the Board is terminated  because of the Optionee's
     theft or  embezzlement  from the Bank,  disclosure  of trade secrets of the
     Bank or the commission of a willful,  felonious act while in the employment
     of the Bank (such reasons shall hereinafter be collectively  referred to as
     "for cause"),  then any option or unexercised  portion  thereof  granted to
     said Optionee shall expire upon such termination of employment or cessation
     of serving on the Board.

(f)  Disability  or Death of  Optionee.  In the  event of the  determination  of
     disability  or death of an  Optionee  under the Plan while the  Optionee is
     employed by the Bank or while the Optionee serves on the Board, the options
     previously  granted to him may be exercised  (to the extent he or she would
     have been entitled to do so at the date of the  determination of disability
     or death) at any time and from time to time, within a one year period after
     the date of such  determination  of  disability  or  death,  by the  former
     employee,  the guardian of his estate, the executor or administrator of his
     estate or by the  person or  persons  to whom his  rights  under the option
     shall pass by will or the laws of descent and distribution, but in no event
     may the option be  exercised  after its  expiration  under the terms of the
     option  agreement.  An Optionee  shall be deemed to be disabled  if, in the
     opinion of a physician selected by the Committee, he or she is incapable of
     performing  services for the Bank of the kind he or she was  performing  at
     the time the  disability  occurred by reason of any medically  determinable
     physical or mental  impairment  which can be expected to result in death or
     to be of long, continued and indefinite duration. The date of determination
     of disability for purposes  hereof shall be the date of such  determination
     by such physician.

(g)  Assignability.  An option shall not be assignable or otherwise transferable
     except  by will or by the laws of  descent  and  distribution.  During  the
     lifetime of an Optionee,  an option shall be exercisable only by him or his
     authorized legal representative.

(h)  Incentive Stock Options.  Each option  agreement may contain such terms and
     provisions  as the  Committee may determine to be necessary or desirable in
     order to qualify an option designated as an ISO.

(i)  No  Rights  as  Stockholder.  No  Optionee  shall  have  any  rights  as  a
     stockholder with respect to shares covered by an option until the option is
     exercised by the written  notice and  accompanied by payment as provided in
     clause (d) above.

(j)  Extraordinary Corporate Transactions.  The existence of outstanding options
     shall  not  affect  in any  way  the  right  or  power  of the  Bank or its
     stockholders    to   make   or   authorize   any   or   all    adjustments,
     recapitalizations,  reorganizations,  exchanges  or  other  changes  in the
     Bank's capital structure or its business, or any merger or consolidation of
     the  Bank,  or  any  issuance  of  Common  Stock  or  other  securities  or
     subscription  rights  thereto,  or  any  issuance  of  bonds,   debentures,
     preferred or prior  preference stock ahead of or affecting the Common Stock
     or the rights  thereof,  or the  dissolution or liquidation of the Bank, or
     any sale or transfer of all or any part of its assets or  business,  or any
     other  corporate  act or  proceeding,  whether  of a similar  character  or
     otherwise.  If the Bank  merges,  consolidates,  sells all of its assets or
     dissolves (each of the foregoing a "Fundamental  Change"),  then thereafter
     upon any exercise of an option  theretofore  granted the Optionee  shall be
     entitled to purchase under such option,  in lieu of the number of shares of
     Common Stock as to which option shall then be  exercisable,  the number and
     class of shares of stock and  securities  to which the Optionee  would have
     been  entitled  pursuant  to  the  terms  of  the  Fundamental  Change  if,
     immediately  prior to such  Fundamental  Change,  the Optionee had been the
     holder of record of the  number of shares of Common  Stock as to which such
     option is then  exercisable.  If (i) the Bank  shall  not be the  surviving
     entity in any merger or consolidation  (or survives only as a subsidiary of
     another entity), (ii) the Bank sells all or substantially all of its assets
     to any other person or entity (other than a wholly-owned subsidiary), (iii)
     any  person or entity  (including  a "group"  as  contemplated  by  Section
     13(d)(3) of the  Exchange  Act)  acquires or gains  ownership or control of
     (including,  without  limitation,  power  to  vote)  more  than  50% of the
     outstanding  shares of Common  Stock,  (iv) the Bank is to be dissolved and
     liquidated,  or (v)  as a  result  of or in  connection  with  a  contested
     election of  directors,  the persons who were  directors of the Bank before
     such election  shall cease to constitute a majority of the Board (each such
     event  in  clauses  (i)  through  (v)  above is  referred  to  herein  as a
     "Corporate Change"), the Committee, in its sole discretion,  may accelerate
     the  time  at  which  all or a  portion  of an  Optionee's  options  may be
     exercised for a limited period of time before or after a specified date.

(k)  Changes in Bank's Capital  Structure.  If the outstanding  shares of Common
     Stock or other  securities  of the Bank,  or both,  for which the option is
     then  exercisable  shall at any time be changed or exchanged by declaration
     of a stock dividend, stock split, combination of shares,  recapitalization,
     or  reorganization,  the number and kind of shares of Common Stock or other
     securities  which  are  subject  to the  Plan  or  subject  to any  options
     theretofore  granted,  and the option prices,  shall be  appropriately  and
     equitably adjusted so as to maintain the proportionate  number of shares or
     other securities without changing the aggregate option price.

(l)  Acceleration of Options. Except as hereinbefore expressly provided, (i) the
     issuance  by the  Bank of  shares  of  stock  or any  class  of  securities
     convertible into shares of stock of any class, for cash, property, labor or
     services,  upon  direct  sale,  upon the  exercise of rights or warrants to
     subscribe therefor, or upon conversion of shares or obligations of the Bank
     convertible  into such  shares or other  securities,  (ii) the payment of a
     dividend in property other than Common Stock or (iii) the occurrence of any
     similar  transaction,  and in any case whether or not for fair value, shall
     not affect,  and no adjustment by reason thereof shall be made with respect
     to, the  number of shares of Common  Stock  subject to options  theretofore
     granted  or the  purchase  price per  share,  unless  the  Committee  shall
     determine,  in its sole  discretion,  than an  adjustment  is  necessary to
     provide equitable  treatment to Optionee.  Notwithstanding  anything to the
     contrary contained in this Plan, the Committee may, in its sole discretion,
     accelerate  the time at which any option may be exercised,  including,  but
     not limited to, upon the occurrence of the events specified in this Section
     6.

SECTION 7. Amendments or Termination.  The Board may amend, alter or discontinue
the Plan,  but no amendment or  alteration  shall be made which would impair the
rights of any  Optionee,  without  his  consent,  under any  option  theretofore
granted, or which,  without the approval of the stockholders,  would: (i) except
as is provided in Section 6(k) of the Plan,  increase the total number of shares
reserved for the purposes of the Plan, (ii) change the class of persons eligible
to  participate  in the Plan as provided in Section 4 of the Plan,  (iii) extend
the applicable  maximum option period  provided for in Section 6(a) of the Plan,
(iv)  extend  the  expiration  date of this Plan set forth in  Section 14 of the
Plan, (v) except as provided in Section 6(k) of the Plan, decrease to any extent
the  option  price of any option  granted  under the Plan or (vi)  withdraw  the
administration of the Plan from the Committee.

SECTION 8.  Compliance With Other Laws and Regulations . The Plan, the grant and
exercise  of  options  thereunder,  and the  obligation  of the Bank to sell and
deliver shares under such options,  shall be subject to all  applicable  federal
and state laws,  rules and regulations and to such approvals by any governmental
or regulatory agency as may be required. The Bank shall not be required to issue
or deliver any  certificates  for shares of Common Stock prior to the completion
of any  registration or  qualification of such shares under any federal or state
law or issuance of any ruling or  regulation  of any  government  body which the
Bank shall, in its sole discretion,  determine to be necessary or advisable. Any
adjustments provided for in Sections 6(j), 6(k) and 6(l) shall be subject to any
shareholder action required by Texas or federal law.

SECTION 9.  Purchase  for  Investment.  Unless the  options and shares of Common
Stock  covered by this Plan have been  registered  under the  Securities  Act of
1933,  as  amended,  or the  Bank  has  determined  that  such  registration  is
unnecessary, each person exercising an option under this Plan may be required by
the Bank to give a  representation  in writing that he or she is acquiring  such
shares for his own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.

SECTION 10. Taxes.

(a)  The Bank may  make  such  provisions  as it may  deem  appropriate  for the
     withholding of any taxes which it determines is required in connection with
     any options granted under this Plan.

(b)  Notwithstanding the terms of Section 10(a), any Optionee may pay all or any
     portion of the taxes  required to be withheld by the Bank or paid by him or
     her in connection with the exercise of a Nonqualified Option by electing to
     have the Bank withhold shares of Common Stock, or by delivering  previously
     owned shares of Common  Stock,  having a fair market  value,  determined in
     accordance  with Section 6(b),  equal to the amount required to be withheld
     or paid; provided, however, that, if the Optionee is subject to Section 16,
     such tax withholding or delivery right was specifically pre-approved by the
     Committee as a feature of the option or is otherwise approved in accordance
     with Rule 16b-3. An Optionee must make the foregoing  election on or before
     the date that the amount of tax to be withheld is determined.

SECTION 11.  Replacement of Options.  The Committee from time to time may permit
an  Optionee  under  the Plan to  surrender  for  cancellation  any  unexercised
outstanding  option and  receive  from the Bank in  exchange  an option for such
number of shares of Common  Stock as may be  designated  by the  Committee.  The
Committee  may,  with  the  consent  of the  person  entitled  to  exercise  any
outstanding option, amend such option,  including reducing the exercise price of
any option to not less than the fair  market  value of the  Common  Stock at the
time of the amendment and extending the term thereof.

SECTION 12. No Right to Bank Employment or Directorship. Nothing in this Plan or
as a result of any option  granted  pursuant  to this Plan  shall  confer on any
individual  any right to  continue  in the employ of the Bank or to  continue to
serve  on the  Board  or  interfere  in any way  with  the  right of the Bank to
terminate an  individual's  employment at any time.  The option  agreements  may
contain such  provisions  as the  Committee  may approve  with  reference to the
effect of approved leaves of absence.

SECTION 13.  Liability of Bank. The Bank and any Affiliate which is in existence
or hereafter  comes into  existence  shall not be liable to an Optionee or other
persons as to:

(a)  Non-Issuance of Shares.  The non-issuance or sale of shares as to which the
     Bank has been unable to obtain from any regulatory body having jurisdiction
     the  authority  deemed by the Bank's  counsel to be necessary to the lawful
     issuance and sale of any shares hereunder; and

(b)  Tax Consequences.  Any tax consequence  expected,  but not realized, by any
     Optionee  or  other  person  due to the  exercise  of  any  option  granted
     hereunder.

SECTION 14. Effectiveness and Expiration of Plan. The Plan shall be effective on
the date the Board  adopts  the Plan.  If the  stockholders  of the Bank fail to
approve the Plan within twelve  months of the date the Board  approved the Plan,
the Plan shall terminate and all options previously granted under the Plan shall
become void and of no effect. The Plan shall expire ten years after the date the
Board  approves the Plan and  thereafter no option shall be granted  pursuant to
the Plan.

SECTION 15.  Non-Exclusivity  of the Plan. Neither the adoption by the Board nor
the submission of the Plan to the stockholders of the Bank for approval shall be
construed  as creating any  limitations  on the power of the Board to adopt such
other  incentive  arrangements  as it  may  deem  desirable,  including  without
limitation,  the granting of restricted  stock or stock options  otherwise  than
under the Plan,  and such  arrangements  may be either  generally  applicable or
applicable only in specific cases.

SECTION 16.  Governing  Law.  This Plan and any  agreements  hereunder  shall be
interpreted  and construed in accordance with the laws of the State of Texas and
applicable federal law.

IN WITNESS WHEREOF,  and as conclusive evidence of the adoption of the foregoing
by directors of the Bank, Bank of Tanglewood,  National Association,  has caused
these presents to be duly executed in its name and behalf by its proper officers
thereunto duly authorized as of this 14th day of November, 1996.

                                  BANK OF TANGLEWOOD,
                                  NATIONAL ASSOCIATION

                                  By:         /s/ James L. Tidwell, Jr.
                                      -----------------------------------
                                  Name:    James L. Tidwell, Jr.
                                       ----------------------------------
                                  Title:  Executive Vice President
                                       ----------------------------------

ATTEST:

 /s/Sheryl Barringer
-----------------------
FIRST AMENDMENT TO THE
                    BANK OF TANGLEWOOD, NATIONAL ASSOCIATION
                             1996 STOCK OPTION PLAN

                              W I T N E S S E T H:

         WHEREAS, Bank of Tanglewood, N.A. (the "Bank") presently maintains the
Bank of Tanglewood, National Association 1996 Stock Option Plan (the "Plan");
and WHEREAS, the Bank, pursuant to Section 7 of the Plan, has the right to amend
the Plan from time to time subject to certain limitations.

         NOW, THEREFORE, in order to increase the number of shares of common
stock, $5.00 par value, of the Bank ("Common Stock") reserved for issuance
pursuant to the exercise of options under the Plan, the Plan is hereby amended
in the following manner:

         1. Effective as of the date this amendment is approved by the Board of
Directors of the Bank (the "Board"), Section 3 is hereby amended in its entirety
to read as follows:

                  SECTION 3. Stock Reserved for the Plan. Subject to adjustment
         as provided in Section 6 hereof, the aggregate number of shares of
         Common Stock that may be optioned under the Plan is 110,000. The shares
         subject to the Plan shall consist of authorized but unissued shares of
         Common Stock and such number of shares shall be and is hereby reserved
         for sale for such purpose. Any of such shares which may remain unsold
         and which are not subject to outstanding options at the termination of
         the Plan shall cease to be reserved for the purpose of the Plan, but
         until termination of the Plan or the termination of the last of the
         options granted under the Plan, whichever last occurs, the Bank shall
         at all times reserve a sufficient number of shares to meet the
         requirements of the Plan. Should any option expire or be canceled prior
         to its exercise in full, the shares theretofore subject to such option
         may again be made subject to an option under the Plan.

         2. This First Amendment to the Plan was approved by the Board on the
18th day of February, 1998.

         IN WITNESS WHEREOF, the Bank has executed this First Amendment to the
Bank of Tanglewood, National Association 1996 Stock Option Plan on this 22nd day
of April, 1998.

                               BANK OF TANGLEWOOD,
                               NATIONAL ASSOCIATION

                               By:         /s/ James L. Tidwell, Jr.
                                   ----------------------------------
                               Name:    James L. Tidwell, Jr.
                                    ---------------------------------
                               Title:      Executive Vice President
                                     --------------------------------
SECOND AMENDMENT TO THE
                    BANK OF TANGLEWOOD, NATIONAL ASSOCIATION
                             1996 STOCK OPTION PLAN

                              W I T N E S S E T H:

         WHEREAS, Bank of Tanglewood, N.A. (the "Bank") presently maintains the
Bank of Tanglewood, National Association 1996 Stock Option Plan, as amended (the
"Plan"); and

         WHEREAS, the Bank, pursuant to Section 7 of the Plan, has the right to
amend the Plan from time to time subject to certain limitations.

         NOW, THEREFORE, in order to increase the number of shares of common
stock, $5.00 par value, of the Bank ("Common Stock") reserved for issuance
pursuant to the exercise of options under the Plan, the Plan is hereby amended
in the following manner:

         1. Effective as of the date this amendment is approved by the Board of
Directors of the Bank (the "Board"), Section 3 is hereby amended in its entirety
to read as follows:

                  SECTION 3. Stock Reserved for the Plan. Subject to adjustment
         as provided in Section 6 hereof, the aggregate number of shares of
         Common Stock that may be optioned under the Plan is 150,000. The shares
         subject to the Plan shall consist of authorized but unissued shares of
         Common Stock and such number of shares shall be and is hereby reserved
         for sale for such purpose. Any of such shares which may remain unsold
         and which are not subject to outstanding options at the termination of
         the Plan shall cease to be reserved for the purpose of the Plan, but
         until termination of the Plan or the termination of the last of the
         options granted under the Plan, whichever last occurs, the Bank shall
         at all times reserve a sufficient number of shares to meet the
         requirements of the Plan. Should any option expire or be canceled prior
         to its exercise in full, the shares theretofore subject to such option
         may again be made subject to an option under the Plan.

         2. This Second Amendment to the Plan was approved by the Board on the
23rd day of September, 1998.

         IN WITNESS WHEREOF, the Bank has executed this Second Amendment to the
Bank of Tanglewood, National Association 1996 Stock Option Plan on this 17th day
of November, 1998.

                               BANK OF TANGLEWOOD,
                               NATIONAL ASSOCIATION

                               By:         /s/ James L. Tidwell, Jr.
                                   ----------------------------------
                               Name:    James L. Tidwell, Jr.
                                    ---------------------------------
                               Title:      Executive Vice President
                                     --------------------------------
THIRD AMENDMENT TO THE
                    BANK OF TANGLEWOOD, NATIONAL ASSOCIATION
                             1996 STOCK OPTION PLAN

                              W I T N E S S E T H:

     WHEREAS,  Bank of Tanglewood,  National  Association (the "Bank") presently
maintains the Bank of Tanglewood,  National  Association  1996 Stock Option Plan
(the "Plan"); and

     WHEREAS,  the Board of  Directors  of the Bank (the  "Board"),  pursuant to
Section 7 of the Plan, has the right to amend the Plan from time to time subject
to certain limitations.

     NOW, THEREFORE, in order to make certain changes to the Plan desired by the
Board, the Plan is hereby amended in the following manner:

         1. Effective as of the date this amendment is approved by the Board,
         Section 6(j) is hereby amended in its entirety to read as follows:

         (j) Extraordinary Corporate Transactions. The existence of outstanding
         options shall not affect in any way the right or power of the Bank or
         its stockholders to make or authorize any or all adjustments,
         recapitalizations, reorganizations, exchanges or other changes in the
         Bank's capital structure or its business, or any merger or
         consolidation of the Bank, or any issuance of Common Stock or other
         securities or subscription rights thereto, or any issuance of bonds,
         debentures, preferred or prior preference stock ahead of or affecting
         the Common Stock or the rights thereof, or the dissolution or
         liquidation of the Bank, or any sale or transfer of all or any part of
         its assets or business, or any other corporate act or proceeding,
         whether of a similar character or otherwise. If the Bank merges,
         consolidates, sells all of its assets or dissolves (each of the
         foregoing a "Fundamental Change"), then thereafter upon any exercise of
         an option theretofore granted the Optionee shall be entitled to
         purchase under such option, in lieu of the number of shares of Common
         Stock as to which option shall then be exercisable, the number and
         class of shares of stock and securities to which the Optionee would
         have been entitled pursuant to the terms of the Fundamental Change if,
         immediately prior to such Fundamental Change, the Optionee had been the
         holder of record of the number of shares of Common Stock as to which
         such option is then exercisable. If (i) the Bank shall not be the
         surviving entity in any merger or consolidation (or survives only as a
         subsidiary of another entity), (ii) the Bank sells all or substantially
         all of its assets to any other person or entity (other than a
         wholly-owned subsidiary), (iii) any person or entity (including a
         "group" as contemplated by Section 13(d)(3) of the Exchange Act)
         acquires or gains ownership or control of (including, without
         limitation, power to vote) more than 50% of the outstanding shares of
         Common Stock, (iv) the Bank is to be dissolved and liquidated, or (v)
         as a result of or in connection with a contested election of directors,
         the persons who were directors of the Bank before such election shall
         cease to constitute a majority of the Board (each such event in clauses
         (i) through (v) above is referred to herein as a "Corporate Change"),
         all options granted hereunder shall become fully exercisable.

         2. This Third Amendment to the Plan was approved by the Board on
         October 20, 1999.

         IN WITNESS WHEREOF, the Bank has executed this Third Amendment to the
Bank of Tanglewood, National Association 1996 Stock Option Plan on this 20th day
of October, 1999.

                              BANK OF TANGLEWOOD,
                              NATIONAL ASSOCIATION

                              By:         /s/ James L. Tidwell, Jr.
                                  ---------------------------------
                              Name:    James L. Tidwell, Jr.
                                   --------------------------------
                              Title:      Executive Vice President
                                    -------------------------------
FOURTH AMENDMENT TO THE
                    BANK OF TANGLEWOOD, NATIONAL ASSOCIATION
                             1996 STOCK OPTION PLAN

                              W I T N E S S E T H:

     WHEREAS,  Bank of Tanglewood,  National  Association (the "Bank") presently
maintains the Bank of Tanglewood,  National  Association 1996 Stock Option Plan,
as amended (the "Plan"); and

     WHEREAS,  the Bank,  pursuant  to  Section 7 of the Plan,  has the right to
amend the Plan from time to time subject to certain limitations.

     NOW, THEREFORE,  in order to increase the number of shares of common stock,
$5.00 par value, of the Bank ("Common Stock") reserved for issuance  pursuant to
the  exercise  of  options  under the Plan,  the Plan is hereby  amended  in the
following manner:

         1. Effective as of the date this amendment is approved by the Board of
Directors of the Bank (the "Board"), Section 3 is hereby amended in its entirety
to read as follows:

                  (j) Stock Reserved for the Plan. Subject to adjustment as
         provided in Section 6 hereof, the aggregate number of shares of Common
         Stock that may be optioned under the Plan is 173,000. The shares
         subject to the Plan shall consist of authorized but unissued shares of
         Common Stock and such number of shares shall be and is hereby reserved
         for sale for such purpose. Any of such shares which may remain unsold
         and which are not subject to outstanding options at the termination of
         the Plan or the termination of the last of the options granted under
         the Plan, whichever last occurs, the Bank shall at all times reserve a
         sufficient number of shares to meet the requirements of the Plan.
         Should any option expire or be canceled prior to its exercise in full,
         the shares theretofore subject to such option may again be made subject
         to an option under the Plan.

         2. This Fourth Amendment to the Plan was approved by the Board on the
18th day of October, 2000.

         IN WITNESS WHEREOF, the Bank has executed this Fourth Amendment to the
Bank of Tanglewood, National Association 1996 Stock Option Plan on this 10th day
of November, 2000.

                           BANK OF TANGLEWOOD,
                           NATIONAL ASSOCIATION

                           By:         /s/ James L. Tidwell, Jr.
                               ----------------------------------
                           Name:    James L. Tidwell, Jr.
                                ---------------------------------
                           Title:      Executive Vice President
                                 --------------------------------
EXHIBIT 5.0

                 OPINION & CONSENT OF FREDERIC DORWART, LAWYERS

Frederic Dorwart, Lawyers
124 E. 4th Street
Tulsa, Oklahoma 74103

October 25, 2002

BOK Financial Corporation
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma 74172
Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 292,225 shares of your common stock.
As your counsel in connection with these transactions, we have examined the
proceedings taken and proposed to be taken in connection with the issue in sale
of the shares.

It is our opinion that the shares, when issued as described in the Registration
Statement, will be legally and validly issued, fully paid, and non- assessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof and any
amendment thereto.

Sincerely,

/s/ FREDERIC DORWART
---------------------------------
Frederic Dorwart
EXHIBIT 23.0

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement Form
S-8 pertaining to the Bank of Tanglewood, National Association 1996 Stock Option
Plan dated October 28, 2002, of our report dated January 23, 2002 with respect
to the consolidated financial statements of BOK Financial Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 2001, filed with the Securities and Exchange Commission.

October 25, 2002
Tulsa, Oklahoma

                                       /s/ ERNST & YOUNG, LLP
EXHIBIT 23.1

                      CONSENT OF FREDERIC DORWART, LAWYERS

    (Included in Exhibit 5.0: Opinion & Consent of Frederic Dorwart, Lawyers)
-EXHIBIT 24.0

                                POWER OF ATTORNEY

      (included on the first signature page to this Registration Statement)