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1.	To fix the number of directors to be elected at twenty (20) and to elect twenty (20) persons as directors for a term of one year or until their successors have been elected and qualified;

2.	To approve the Amended and Restated BOK Financial Corporation 2003 Executive Incentive Plan;

3.	To approve the Amended and Restated BOK Financial Corporation 2009 Omnibus Incentive Plan;

4.	To ratify the selection of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending December 31, 2013;

5.	To consider an advisory vote to approve the compensation of the named executive officers; and

6.	To transact such other business as may properly be brought before the Annual Meeting or any adjournment or adjournments thereof.

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(1)	Includes 327,121 shares owned by Assurances Company II, LLC of which Mr. Kaiser is the sole member.

(1)	Except as otherwise indicated, all shares are beneficially owned and the sole investment and voting power is held by the person named.

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(2)

All percentages are rounded to the nearest tenth, and are based upon the number of shares outstanding as of the date set forth above. For purposes of computing the percentages of the outstanding shares owned by the persons in the table, any shares such persons are deemed to own by having a right to acquire such shares by exercise of an option are included, but shares acquirable by other persons by the exercise of stock options are not included.

(3)	Includes 4,262 shares owned jointly by Mr. Allen and Elizabeth Allen.

(4)	Includes options to purchase 12,607 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 22,423 shares of restricted stock.

(5)	Includes options to purchase 38,194 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 5,267 shares owned by C. Fred Ball, Jr. IRA.

(6)	Includes 2,791 shares owned by Ms. Bell's spouse, Gregory Allen Gray. Also includes 18,440 shares indirectly owned by the J. A. Chapman and Leta M. Chapman Trust (1949), of which Ms. Bell is individual trustee, and 21,329 shares indirectly owned by the Leta McFarlin Chapman Trust (1974), of which Ms. Bell is co-trustee.

(7)	Includes 2,000 shares indirectly owned by Boylan Capital Partners, LP and 24 shares indirectly owned by the Peter C. Boylan III Revocable Trust.

(8)	Includes options to purchase 30,376 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 52,188 shares owned by the Steven G. Bradshaw Revocable Trust, of which Mr. Bradshaw and Marla Bradshaw are trustees, 23,706 shares of restricted stock, and 27 shares held in the BOK Thrift Plan.

(9)	Includes options to purchase 49,548 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 34,034 shares of restricted stock and 662 shares held in the BOK Thrift Plan.

(10)	Includes 38,903 shares indirectly owned by Doppler Investments, L.P. and 100 shares indirectly owned by the David F. Griffin Revocable Trust.

(11)	Includes 150 shares owned jointly by Mr. Hargis and Ann Hargis and 24,354 shares indirectly owned by Devonshire Holdings, LLC.

(12)	Includes 1,869 shares indirectly owned by JCAP, LLC.

(13)	Includes 327,121 shares indirectly owned by Assurances Company II, LLC, where Mr. Kaiser is the sole member.

(14)	Includes options to purchase 55,133 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 7,744 shares indirectly owned by Stanley A. Lybarger, IRA, 135,075 shares of restricted stock, 75,387 shares of phantom stock in Mr. Lybarger's deferred compensation plan, and 27 shares held in the BOK Thrift Plan.

(15)	Includes 1,967 shares indirectly owned by the Steven J. Malcolm Revocable Trust.

(16)	Includes options to purchase 92,145 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 18,059 shares of restricted stock and 27 shares held in the BOK Thrift Plan.

(17)	Includes 2,152 shares indirectly owned by the Emmet C. Richards Revocable Trust and 865 shares owned by Core Investment Capital, LLC.

(18)	Includes 463 shares owned jointly by Mr. Turpen and Susan Turpen.

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•	Annual Salary. The amended Executive Incentive Plan adds provisions which reflect the historical practice of the Independent Compensation Committee of comparing executive base salary to the median base salary of the comparable peer group position and adjusting salary based

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•

Annual Incentive Bonus. Previously, the Executive Incentive Plan provided that the annual incentive bonus would equal the two year average annual bonus amount for a comparable peer group position that was equal in percentile rank to the Company's two year average earning per share growth ranking among the peer group, adjusted based on business unit performance (except in the case of the Chief Executive Officer and the Chief Financial Officer which were not adjusted based on business unit performance and determined solely by comparable peer position earnings per share percentile rank).

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•

Long Term Incentive Compensation. The Executive Incentive Plan previously provided that long term incentive compensation for each Participant would equal the two year average median long term compensation incentive paid to comparable peer positions. The Executive Incentive Plan long term incentive compensation was to be paid, at the option of the Participant, in 100% stock options, 100% restricted stock or 50% options and 50% restricted stock. To the extent that the Company's earnings per share for the year following the grant of restricted stock did not equal or exceed $1.00 per share, the restricted stock granted during the performance period was forfeited. To the extent Company's earnings per share for the year following the grant of restricted stock equaled or exceeded $1.00 per share, the Participant shall retain the restricted stock granted to him or her related to that performance period.

◦	Service-Based Restricted Stock. Service-based restricted stock shall vest three years after the date of grant provided that the service-based restricted stocks are earned in accordance the performance criteria described below, and generally may not be transferred by the Participant until two years after vesting.

◦	Performance-Based Restricted Stock. Performance-based restricted stock shall vest once such performance-based restricted stocks are earned in accordance with the performance criteria discussed below and may generally not be transferred by the Participant until two years after vesting.

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•	Peer Groups. Previously, the Executive Incentive Plan provided that the peer group would include an equal number of bank holdings companies (“BHC”) above and below the Company in assets size provided that any BHC with assets greater than 300% of the Company's assets or less than 50% of the Company's assets would be excluded from the peer group.

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•	Reserved Shares. The number of shares of common stock reserved for issuance as stock options or as restricted stock, or some combination of stock options and restricted stock, under the Omnibus Plan increased from 5,000,000 to 6,000,000 shares to provide for future issuances.

•

Maximum Shares. The maximum number of shares of common stock subject to stock options which may be granted to any one participant during a calendar year period was increased from 200,000 to 250,000, and the maximum number of combined service-based and performance-based restricted shares which may be granted to any one participant during a calendar year period was increased from 60,000 to 150,000, primarily to provide for a one-time larger issuance which may occur as a result of the True-Up Plan as described on page 46.

•

Creation of Service-Based Restricted Stock and Performance-Based Restricted Stock. Prior to the proposed amendments to the Omnibus Plan, restricted stock vested five years after grant and was not subject to performance standards. The amendments to the Omnibus Plan provide for the award of “Service-Based Restricted Stock” and “Performance-Based Restricted Stock” to both participants in the Executive Incentive Plan and other Company employees defined as eligible participants under the Omnibus Plan. Service-Based Restricted Stock granted to Participants in the Executive Incentive Plan are subject to additional performance criteria as described on page 18.

◦	Service-Based Restricted Stock. Service-based restricted stock shall vest three years after the grant date, and generally may not be transferred by the participant until two years after vesting.

◦	Performance-Based Restricted Stock. Performance-based restricted stock shall vest once such performance-based restricted stocks are earned in accordance certain performance criteria discussed below and may generally not be transferred by the participant until two years after vesting.

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•	Peer Groups. Amendments to the Omnibus Plan provide for the use of “Performance Peers” to calculate long term incentive compensation or non-Executive Incentive Plan participants and shall include all large and mid-cap BHCs included in the S&P 1500 index.

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•	Retirement. Prior to the proposed amendments, restricted stock that was unvested was forfeited upon retirement unless the Committee (as to Executive Incentive Plan awards) and the Chief Executive Officer (as to non-Executive Incentive Plan awards), and subject to approval of the Board of Directors of the Company, extended the termination of restricted stock.

◦

Service-Based Restricted Stock held by the Participant at the time of retirement shall not be automatically forfeited, but shall vest on a prorated basis based upon the amount of time the Participant was employed with the Company during the three year vesting period applicable to a Service-Based Restricted Stock grant (e.g. 50% of a Service-Based Restricted Stock grant would vest for a Participant who retired 18 months following the grant date) and such vested Service-Based Restricted Stock must continue to be held by the Participant during the Service-Based Restricted Stock Period;

◦

Performance-Based Restricted Stock  held by the Participant at the time of retirement shall not be automatically forfeited, but shall have the opportunity to vest on a prorated basis based upon the amount of time the Participant was employed by the Company during the three year performance period and attaining the performance goals set forth in Section 7 for Non-EIP Awards and Section 10 of the EIP for EIP Awards (e.g. 50% of a Performance-Based Restricted Stock grant would be eligible for vesting (if performance goals were met) for a Participant who retired 18 months following a grant of Performance-Based Restricted Stock), and any such vested Performance-Based Restricted Stock must continue to be held during the Performance-Based Restricted Stock Period; and

◦

Unvested Stock Options granted pursuant to an Award Letter and held by the Participant at the time of retirement shall not be automatically forfeited, but shall vest on a prorated basis determined pursuant to formula where the number of whole months the Participant was employed during the vesting year would be the numerator and the number of months in the seven year stock option vesting period (i.e. 84) which would be the denominator (e.g. if Stock Option grant was made January 1, 2014, and the Participant retired May 1, 2019, 4/84 of the Stock Option Shares set forth in an Award Letter would vest upon retirement) and any such Stock Options must be exercised within 90 days of retirement.

•	Administration. Stock options or restricted stock awarded pursuant to the EIP are administered by the Independent Compensation Committee of the Board of Directors. Stock options or restricted stock awarded other than pursuant to the EIP are administered by the Chief Executive Officer (“CEO”).

•	Eligibility. All full-time employees of BOK Financial and its subsidiaries who, in the judgment of the Committee or of the CEO make a significant impact upon the profitability of the Company through their decisions, actions, and counsel, are eligible to participate in the Omnibus Plan and to receive awards of stock options or restricted stock.

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Purchase Price. The purchase price of shares subject to stock options is the fair market value of the Company's common stock on NASDAQ on the date of the award letter notifying an employee that s/he has been selected to receive a grant of stock options. Fair market value shall be the closing price at which shares of Company common stock were sold on the valuation day as quoted by NASDAQ or, if there were no sales on that date, then on the last day prior to the valuation day during which there were sales.

•

Vesting. With respect to stock options, one-seventh of each award of options vests and becomes exercisable on each anniversary of the award date. With respect to restricted stock, the service-based restricted stock and performance-based restricted stock vests as described under Creation of “Service-Based Restricted Stock” and “Performance-Based Restricted Stock” on page 21. All restrictions on each award of restricted stock issued as a special grant by the CEO at his option for hiring and retention purposes shall lapse as set out in the award letter notifying an employee that s/he has been selected to receive a grant of restricted stock.

•	Expiration. Stock options must be exercised within three years of vesting or they expire.

•	Non-Transferability. The stock options, the restricted stock, and the right to vote restricted shares and to receive dividends thereon, may not be sold, assigned, transferred, exchanged, pledged, hypothecated, or otherwise encumbered, except by will or by the laws of descent and distribution, by court order or decree, or for the payment of any withholding tax resulting from vesting.

•	Termination/Forfeiture. If the employment of the participant terminates for any reason, including death, disability, retirement, resignation or involuntary termination (with or without cause), the participant's options and restricted stock automatically terminate and are forfeited except:

◦

if termination is by reason of death or disability, the participant (or the participant's personal representative) may purchase any of the participant's stock options which the participant had the right to purchase immediately preceding the date of the participant's termination of employment, within the time period such participant, but for such termination, could have exercised such stock options;

◦	if termination is by reason of resignation, retirement, or involuntary termination without cause, as defined in the Omnibus Plan, the participant may purchase, within 90 days of the termination, the stock options which the participant had the right to purchase immediately preceding the date of termination;

◦	as described in “Retirement” on page 23 above; or

◦	if the participant is involuntarily terminated without cause within one year following a change in control, as defined in the Omnibus Plan, the participant may purchase, within 90 days of the participant's termination of employment, all of the participant's stock option shares, and all restrictions on the participant's restricted stock shall lapse.

•	Amendment. The Board of Directors may amend or terminate the Omnibus Plan, but shareholder approval is required to: materially increase the maximum number of shares which can be issued; materially increase the benefits accruing to participants; materially modify the requirements for eligibility; or modify the Omnibus Plan in a way which requires shareholder approval by law or regulation.

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•	Duration. The Omnibus Plan will remain in effect until all stock options awarded under it have been exercised or have expired, or all restricted stock awarded under it are free of all restrictions, whichever is later, but no award will be made after January 1, 2023.

•

Tax Effects. The Omnibus Plan is not qualified under Section 401(a) of the Internal Revenue Code. The following is only a summary of the effect of federal income taxation upon employees and the Company with respect to compensation under the Omnibus Plan. It does not purport to be complete and does not discuss the tax consequences arising in the context of the employee's death or the income tax laws of any municipality, state or foreign country in which the employee's income or gain may be taxable. Generally, the tax effects are:

◦

Unless otherwise allowed or required by tax law, the Company will be entitled to an income tax deduction (i) with regard to stock options, at the date of exercise of the stock options by the participants and (ii) with regard to restricted stock when the restricted stock vests. The amount of the deduction will be equal to (i) with regard to stock options, the spread between the fair market value and the option price and (ii) with regard to restricted stock, the fair market value of the restricted stock on the vesting date.

◦

Participants should consult their tax advisors as to the tax effect of stock options and restricted stock received under the Omnibus Plan as individual circumstances and changes to tax laws and regulations may change the tax treatment. Generally, participants will recognize income at the date of exercise of the stock options and on the vesting date of restricted stock (unless the participant elects to recognize income on the date of grant), in an amount equal to the deduction allowed to the Company. Income recognized due to the exercise of a stock option or vesting of restricted stock will be subject to withholding and reported to the employee on form W-2. Generally, participants will not be subject to any further income recognition until a taxable transaction occurs involving the vested stock (in the case of restricted stock) or the purchase of stock (in the case of stock options). The basis in the stock is equal to the fair market value at the date of exercise (for the stock options) and at the date of vesting (for the restricted stock), and future transactions will be subject to capital asset rules. However, the amount of taxable income and the basis on the restricted stock will also depend on whether the participant makes an 83(b) election under the Internal Revenue Service code.

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(1)	George B. Kaiser is a non-officer director but is not listed as he does not receive compensation for serving as a director.

(2)

The BOK Financial Directors Stock Compensation Plan provides that the issuance price for the director compensation shares is the average of the mid-points between the highest price and the lowest price at which trades occurred on NASDAQ on the five trading days immediately preceding the end of the calendar quarter. Director shares were granted in 2012 at the following prices: first quarter, $56.57; second quarter, $56.58; third quarter, $58.68; and fourth quarter, $54.25. The Stock Awards column reflects payments made in 2012 for service in the fourth quarter of 2011 (director shares granted at $51.37) and the first three quarters of 2012. The total BOK Financial common stock owned by each director as of March 1, 2013 may be found in the Security Ownership of Certain Beneficial Owners and Management table on page 7.

(3)	Mr. Thompson resigned from the Board of Directors effective as of January 10, 2012 due to a change in employment. He received a grant of 50 shares in January 2012 in respect of service in the fourth quarter of 2011 at a price of $51.37 per share.

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▪	Reward sustained, above peer performance

▪	Encourage both individual performance and teamwork

▪	Link compensation to operational results

▪	Align executive interests with shareholder interests

▪	Keep BOK Financial compensation competitive with peer banks

▪	Create long-term commitment to the Company

▪	Salary

▪	Executive Incentive Compensation (annual and long-term)

▪	401(k) Thrift Plan

▪	Deferred Compensation

▪	True-Up Plan

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•	EPS Growth is used to measure the annual incentive under the Executive Incentive Plan.

•	The Committee views EPS Growth as an important variable used in public markets to measure profitability and determine the Company's stock price and, thus, shareholder value.

•

Net Direct Contribution is a mathematical calculation designed to compare the actual financial contribution of a business unit to its planned performance. Net Direct Contribution is determined, generally, by calculating the net operating income of a business unit and subtracting net loan charge offs and all gains and/or losses on repossessed assets related to the business unit. The net results of the valuation of mortgage servicing rights (“MSR”) and the related MSR hedge activity are also included in Mr. Bradshaw's results as he is responsible for Mortgage Banking.

•

Prior to the beginning of the new fiscal year, the CEO asks Mr. Ellinor, Mr. Bradshaw and Mr. Bagwell to develop business plans which include anticipated expenses and targeted revenue for their respective areas of responsibility (the “Net Direct Contribution Plans”). The CEO and CFO, in concert with the responsible executive, review and modify the Net Direct Contribution Plans. The CEO and CFO then aggregate the Net Direct Contribution Plans to develop an overall Company-wide budget and plan (the “Annual Plan”).

•

For Mr. Ellinor, Net Direct Contribution was linked to financial performance of Commercial Banking in Oklahoma, New Mexico, Arizona and Arkansas, Commercial Real Estate, Energy Lending, and TransFund. For Mr. Bradshaw, Net Direct Contribution was linked to the financial performance of the Consumer Banking, Mortgage Banking, Treasury Services, Wealth Management and Commercial Banking activities in Kansas

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•	The Annual Plan is presented to the Company Board of Directors for review and comment.

•	Linking compensation to Net Direct Contribution motivates executives to achieve superior results in their particular business units, contributing to Company-wide profitability.

•	At the beginning of each year, the CEO meets with each of the named executives to establish individual performance goals.

•	Progress is discussed with each executive periodically throughout the year.

•	The Company's internal compensation group completes an annual peer review of executive compensation using publicly available information, including proxy statements.

•	The Committee uses this information to assist in setting salary and, in future years, to establish annual and long-term compensation in accordance with the Plan and also to determine payments under the True-Up Plan.

•	The Committee annually updates the peer group of bank holding companies in accordance with the following guidelines:

•	The peer banks will include only publicly-traded, SEC registered, United States bank holding companies (BHCs).

•	The peer banks will include an equal number of BHCs above and below the Company, with the Company being the median bank; provided, however, that BHCs with assets greater than 300% of the Company's assets or less than 50% of the Company's assets (as of the date for which the calculation is being made) shall be excluded from the peer banks.

•

Notwithstanding the foregoing or anything to the contrary in the Plan, in the event the peer banks contain any financial institution that does not have sufficient compensation or earnings data to complete the contemplated calculation under the Plan, such financial institution shall be eliminated from the group of peer banks and replaced with the financial institution that has the next smallest amount of assets of those financial institutions eligible for the peer banks that are not already included in the peer group, even if such financial institution has total assets less than 50% of the Company. Asset size means total assets at the end of the calendar year for which the compensation is being paid.

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(1)

Comparable Executive Position. For purposes of both annual and long-term incentive, each named executive's position is compared to the peer banks' executive positions, based upon information reported in shareholder proxy statements, as follows (each a “Comparable Executive Position”): the Company's Chief Executive Officer is compared against the chief executive officers of the peer banks; the Chief Financial Officer is compared against the chief financial officers of the peer banks; Dan Ellinor and Steve Bradshaw are compared to the average of the two highest paid positions (excluding the chief executive officer and the chief financial officer) of the peer banks; and Norm Bagwell is compared to the average of the 2nd and 3rd highest paid positions of the peer banks (excluding the chief executive officer and the chief financial officer).

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(2)	Annual Incentive Bonus. The “Annual Incentive Bonus” is determined as follows:

(i)

The two year average EPS Growth (“Average Growth”) is calculated for each peer bank based upon such peer bank's filings with the Securities and Exchange Commission, and for the Company. The Company and the peer banks are then ranked starting with the highest Average Growth and ending with the lowest Average Growth (the “EPS Percentile Ranking”). The EPS Percentile Ranking for 2012 was the 25th percentile which resulted in an incentive payment for all named executives based on the EPS Growth measure. Those executives who also receive a portion of their Annual Incentive Bonus based upon Net Direct Contribution did receive some Annual Incentive Bonus as further described in paragraphs 2(vi) and (vii) below and in column (g) of the Summary Compensation Table on page 52.

(ii)

The two year average annual bonus amount for each Comparable Executive Position at each peer bank is then calculated based upon such peer bank's past two proxy statements (the “Peer Bank Annual Bonus Amount”). The Peer Bank Annual Bonus Amount for each Comparable Executive Position is then ranked starting with the highest Peer Bank Annual Bonus Amount and ending with the lowest Peer Bank Annual Bonus Amount (the “Peer Bank Annual Bonus Percentile Ranking”).

(iii)

The Company's EPS Percentile Ranking is then applied to the Peer Bank Annual Bonus Percentile Ranking for each Comparable Executive Position to determine a Plan participant's “Peer Bank Annual Bonus Match”. For example, if the Company's EPS Percentile Ranking is at the 90th percentile, then the Peer Bank Annual Bonus Match for the Company's Chief Executive Officer would be at the 90th percentile of the Chief Executive Officer Annual Bonus Amount in the Peer Bank Annual Bonus Percentile Ranking. The Peer Bank Annual Bonus Match amount for each named executive in 2012 was the 25th percentile.

(iv)	The Annual Incentive Bonus for the Company's Chief Executive Officer and its Chief Financial Officer equals that of their respective Peer Bank Annual Bonus Match.

(v)	The Annual Incentive Bonus for named executives (other than the Chief Executive Officer and Chief Financial Officer) equals (i) 50% of the amount of their Peer Group Annual Bonus Match and (ii) the Business Unit Annual Incentive Bonus (as hereafter defined).

(vi)

The Business Unit Annual Incentive Bonus is based upon the applicable business unit Net Direct Contribution matrix pursuant to which 33% of the target will be earned if 80% of the goal is met, 100% of the target will be earned if 100% of the goal is met and 200% of the target will be earned if 120% of the goal is met (the “Business Unit Annual Incentive Bonus”). The target opportunity for the Business Unit Annual Incentive Bonus will be calculated as a percentage of base salary, determined individually for each executive. Such target opportunity and the business unit goals, are established by the Chief Executive Officer and approved by the Committee.

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(vii)

The Business Unit Annual Incentive Bonus for the three named executives (other than the CEO and CFO, whose annual incentive is based solely on EPS Growth as described herein), is 100% of the planned Net Direct Contribution (described on page 39) for such named executive's respective area of responsibility for Mr. Ellinor, Mr. Bradshaw and Mr. Bagwell. For 2012, the Net Direct Contribution targets were as follows (in thousands): Mr. Ellinor - $207,862, Mr. Bradshaw - $202,414 and Mr. Bagwell - $111,877. For 2012, the named executives attained their Net Direct Contribution targets as follows: Mr. Ellinor attained 111.7%, Mr. Bradshaw attained 119.4%, and Mr. Bagwell attained 105.3%. For the

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(i)	The two year average long term incentive compensation amount for each Comparable Executive Position at each peer bank is calculated based upon such peer banks' past two proxy statements (the “Peer Bank Long Term Incentive Compensation Amount”).

(ii)

The Long Term Incentive Compensation awarded to each named executive equals the median of all the Peer Bank Long Term Incentive Compensation Amounts corresponding to such Plan participant's Comparable Executive Position. The amounts paid to the Executives as stock awards and options awards in columns (e) and (f) of the Summary Compensation Table on page 52 reflect the median amounts of the Peer Bank Long Term Incentive Compensation.

(iii)

Each named executive will, immediately prior to the date of grant each year, specify the percentage of the Long Term Incentive Compensation that the Plan participant desires to receive by the issuance of options and the percentage the participant desires to receive by the issuance of restricted stock. The elections available to each participant will be (i) 100% options; (ii) 100% restricted stock, or (iii) 50% options and 50% restricted stock. The number of options or shares will be based on the value of each option or performance share and the total Long Term Incentive Compensation intended to be granted.

(iv)

To the extent a named executive elects to receive all or any portion of his Long Term Incentive Compensation through an issuance of restricted stock, the measure against which such Plan participant's performance will be based is as follows. To the extent the Company's earnings per share for the year following the grant of restricted stock does not equal or exceed $1.00 per share (adjusted for stock dividends or distributions, recapitalization, merger, consolidation, exchange of shares, stock splits or the like), the named executive shall forfeit all the restricted stock granted to him the previous year on or before March 15 of the year following that in which the grant occurred. Dividends paid on restricted stock will not be forfeited, even if the restricted stock itself is forfeited. To the extent the Company's earnings per share for the year following the grant of restricted stock equal or exceed $1.00 per share (adjusted for stock dividends or distributions, recapitalization, merger, consolidation, exchange of shares, stock splits or the like), the Plan participant shall retain all the restricted stock granted to him the previous year.

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1)

True-Up Period compensation for the Peer Group executives is determined and ranked. The “Peer Bank Compensation Ranking” is determined by taking the total base salary, annual bonus and stock-based incentive of each executive at the peer banks during the entire True-Up Period and ranking the peer banks' comparable executives from highest compensation to lowest compensation (e.g. taking all the CEOs of the peer banks and ranking them from highest compensated CEO to lowest compensated CEO).

2)

True-Up Period compensation for the Company's executives is calculated. “Company Compensation” for the CEO and CFO equals total base salary, annual bonus and stock-based incentive awarded during the True-Up Period. “Company Compensation” for other named executives equals total base salary, annual bonus and stock-based incentive awarded to such named executive during the True-Up period minus amounts earned above the target opportunity for his Business Unit Annual Incentive Bonus or plus amounts earned below the Business Unit Annual Incentive Bonus. For more information regarding Business Unit Annual Incentive Bonus see page 43.

3)

Company earnings per share performance is compared to the peer banks. The “True-Up Performance Measure” consists of two calculations. The first, meant to capture pre and post recession performance, considers the EPS Growth beginning with the average earnings per share for 2006 and 2007 for the Company and each peer bank and ending with the average earnings per share for 2012 and 2013 for the Company and each peer bank existing as of December 31, 2013 (the “Pre and Post Recession Performance”). The second, meant to capture recessionary period performance, calculates growth in cumulative earnings per share for the Company and each peer bank as of December 31, 2011 for 2008 through 2011 over the average of 2006 and 2007 earnings per share for the Company and each peer bank respectively as of December 31, 2012. The Recessionary Period Performance for the Company was 407.8%.

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4)

The Company Performance Percentile Ranking is then applied to the Peer Bank Compensation Ranking for each executive position to determine each of the Company's named executives' respective “Peer Bank Comparable Compensation.” If the Peer Bank Comparable Compensation is more than that of the respective named executive, the Committee will award the differential to the named executive (the “Company True-Up Amount”). If the Peer Bank Comparable Compensation is less than the respective Company Executive Compensation, the named executive will compensate the Company for the difference (the “Executive True-Up Amount”).

5)

Payment under the True-Up Plan is awarded. In the event a named executive is owed a Company True-Up Amount, the Committee shall award the named executive the Company True-Up Amount in cash (“Cash True-Up”) and restricted shares (“Share True-Up”) in proportion to the average cash to stock ratio awarded by the peer banks during the True-Up Period. The Company True-Up Amount shall be paid on or before May 31, 2014 (the “True-Up Payment Date”). Any 2010 restricted shares will vest without restriction on December 31, 2014. The maximum Company True-Up Amount which may be paid to any one named executive is $20 million. In the event the Company is owed an Executive True-Up Amount, the Committee shall determine a reasonable time frame and methodology for the named executive to compensate the Company for the Executive True-Up Amount. The final amount due under the 2011 True-Up Plan will be determined as of December 31, 2013. Based on currently available information, incremental amounts estimated to be payable under the 2011 True-Up Plan are approximately $64 million. Performance measurement through 2013 may be volatile and could result in future upward or downward adjustments.

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(1)

The amounts in column (e) are the grant date fair value of the non-vested stock awards. As described in more detail in footnote (3), amounts reported for 2012 and for 2011 have been adjusted for the actual performance of the 2009 and 2008 performance grant, respectively. Only the amounts for 2010 reflect awards that were subject to performance conditions (as defined in FASB ASC Topic 718), and such amounts were reported based on the probable outcome of the performance conditions determined as of the grant date.  If the highest level of performance conditions had been achieved, the aggregate grant date fair value of the stock awards would have been as follows: (i) Lybarger: $2,817,227 (ii) Nell: $346,890  (iii) Ellinor $748,757 (iv) Bradshaw: $489,677.  The performance period for the 2010 grant has been completed and given the “bounce-back” effect as described in “Compensation Discussion and Analysis” on page 46, the grants for 2010 were adjusted to $0.

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(2)

The amounts in column (f) are the grant date fair value of the non-vested option awards. As described in more detail in footnote (3), amounts reported for 2012 and for 2011 have been adjusted for the actual performance of the 2009 and 2008 performance grant, respectively. Amounts reported for 2011 have been adjusted for the actual performance of the 2008 performance grant.  Only the amounts for 2010 reflect awards that were subject to performance conditions (as defined in FASB ASC Topic 718), and such amounts were reported based on the maximum number of option awards if the highest level of performance conditions had been achieved. The performance period for the 2010 grants has been completed and given the “bounce-back” effect as described in “Compensation Discussion and Analysis” on page 46, the stock options for 2010 were adjusted to $0.

(3)

The chart below shows the dollar amounts of the grant date fair value of stock and option awards in 2012 for the 2012 grants and the adjustments for 2009 made in 2012, at the end of the three year performance period. Options for 2009 were granted at the maximum (150% of target) and Stock Awards were granted at probable outcome. The 2009 performance grants were adjusted to 136% of target at the end of the performance period which resulted in a decrease for options and an increase for stock awards.

(4)	The amounts in column (g) reflect the annual cash awards made pursuant to the Executive Incentive Plan, which is discussed in further detail on page 42 under the heading “Components of Executive Compensation.” Incentive amounts are paid at a targeted percentile of our peer group.

(5)	The amounts in column (h) for 2012 include (i) the actuarial increase in the present value of the named executive officer's benefits under the Company pension plan using a discount rate defined in the Pension Plan and (ii) Nonqualified Deferred Compensation Earnings further described in column (d) of the Nonqualified Deferred Compensation Table on page 65.

(6)

The amounts in column (i) for 2012 are derived from Company matching contributions to the 401(k) Thrift Plan as follows: Lybarger $30,000; Nell, $30,000; Ellinor, $15,000 Bradshaw, $30,000; and Bagwell, $15,000. Amounts also include: trip earnings (personal portion of a trip such as an accompanying spouse or a free day) as follows: Lybarger $11,613; Ellinor $10,920; Bradshaw $11,862; and Bagwell $10,473.

(7)	Mr. Bagwell was not a named executive officer in 2011 or 2010.

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(1)	Includes 30,323 shares acquired on exercise and $1,779,229 realized on exercise in columns (b) and (c) respectively deferred at the option of Mr. Lybarger.

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(1)

Mr. Lybarger and Mr. Nell receive 100% and Mr. Ellinor, Mr. Bradshaw and Mr. Bagwell receive 50% of their annual incentive based on EPS Growth. Annual incentive cash awards were finalized and approved by the Independent Compensation Committee on February 26, 2013 and are provided in column (g), “Summary Compensation Table” on page 52 herein. The total annual incentive cannot exceed $2,000,000 per the Executive Incentive plan for any participant.

(2)	Represents annual incentive targets for Business Unit Annual Incentive Bonus for Mr. Bradshaw, Mr. Ellinor and Mr. Bagwell established by the Independent Compensation Committee on February 28, 2012 for service performed in 2012. Mr. Ellinor, Mr. Bradshaw and Mr. Bagwell received 50% of their annual incentive based on Business Unit Performance. The cash awards were

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(3)	Represents stock options granted as long-term incentive pursuant to the Executive Incentive Plan. The awards relate to services performed in 2011. The stock options vest 1/7 each year in accordance with the BOK Financial 2009 Omnibus Incentive Plan and terminate three years after vesting.

(4)

Represents performance shares granted as long-term incentive pursuant to the Executive Incentive plan. The awards relate to services performed in 2011. Performance shares vest on the fifth anniversary of the last day of the year for which the performance shares were issued. The performance shares may not be sold for three years unless certain stock ownership guidelines are met as further described in “Compensation Discussion and Analysis” on page 36 herein.

(5)	The exercise price for all stock option awards is the fair market value of BOK Financial common stock on the date the award is granted. For further discussion of the Company's Stock Option Grant Policy see page 49 herein.

(6)

Amounts reported in column (l) represent the grant-date fair value of non-vested stock and stock options awarded. The Company's policy regarding the valuation of stock compensation is included in footnote 1 and assumptions used in the calculation of the grant-date fair value of stock compensation are included in footnote 12 of the Company's audited consolidated financial statements for the year ended December 31, 2012 which was included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2013.

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(1)	Columns (b) and (c) represent stock options which vest 1/7 each year in accordance with the BOK Financial 2003 Stock Option Plan (as amended) and the BOK Financial 2009 Omnibus Incentive Plan and terminate three years after vesting.

(2)	Column (d) represents stock options granted as long-term incentive pursuant to the Executive Incentive Plan, the amount of which remains subject to adjustment based on EPS Growth over a three year performance period as further described in “Compensation Discussion and Analysis” on page 36.

(3)

Column (g) represents performance shares which are not subject to adjustment based upon the three year performance period, but which have not yet completed the five year vesting period. Performance shares vest on the fifth anniversary of the last day of the year for which the performance shares were issued. The performance shares may not be sold for three years unless certain stock ownership guidelines are met as described in “Compensation Discussion and Analysis” on page 36.

(4)	Market value of performance shares is based on the fair market value of Company common stock on December 31, 2012.

(5)

Column (i) represents performance shares granted as long-term incentive pursuant to the Executive Incentive Plan the amount of which remains subject to adjustment based on EPS Growth over a three year performance period as further described in “Compensation Discussion and Analysis” on page 36 herein. Performance shares vest on the fifth anniversary of the last day of the year for which the performance shares were issued. The performance shares may not be sold for three years unless certain stock ownership guidelines are met as described in “Compensation Discussion and Analysis.”

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(1)	Named executives are credited with the number of years employed by the Company since the Pension Plan's inception in 1987 (through December 31, 2005 when the number of years of credited service was frozen), with the exception of Mr. Lybarger, whose credited service includes employment before the inception of the Pension Plan.

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(1)	Mr. Bagwell is a named executive, but is not listed as he has no deferral account.

(2)	For all four named executives listed, earnings include gains or losses reported on investments in distressed asset and venture capital funds.

(3)	For Mr. Lybarger, earnings include earnings on a hypothetical portfolio of assets indexed to various debt and equity funds.

(4)	For Messrs. Nell, Ellinor and Bradshaw, earnings include interest earned on uninvested cash accrued at BOKF's money market deposit rates.

(5)	For Messrs. Lybarger, Nell and Bradshaw, earnings include dividends paid and changes in fair value of BOK Financial common stock.

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(1)

Executive Payments upon Termination do not include payments of deferred compensation which are described on page 65 herein. The table assumes that the CEO has been paid all amounts owed through the date of termination. CEO has agreed that for two years following termination for any reason other than termination without cause, CEO will not (i) engage in the banking business generally, or in any business in which BOKF or its affiliates is engaged, in specified trade areas, (ii) solicit clients of BOKF or its affiliates for banking business generally, or for any business in which BOKF or its affiliates is engaged, or (iii) solicit any employees of BOKF or its affiliates to seek employment with any person or entity other than BOKF or its affiliates.

(2)	Assumes the closing price of BOK Financial common stock of $54.46 (as reported on NASDAQ as of December 31, 2012) and salary, stock option, performance share and benefit information as of December 31, 2012.

(3)	BOK Financial shall be deemed to have cause to terminate CEO if one or more of the following events occur: (i) any willful failure to substantially perform CEO's obligations under his agreement, (ii) any willful act materially injurious to BOKF or (iii) any dishonest or fraudulent act.

(4)

Pursuant to the CEO's employment agreement dated June 7, 1991 (as amended and restated), a “Termination Event” gives the CEO the right to terminate his employment agreement and includes (i) a Change in Control, (ii) a reduction in annual salary other than as provided for in the agreement, (iii) change in duties which causes CEO's position with BOKF to become of less importance or responsibility or (iv) a material breach of the agreement by BOKF. A “Change in Control” occurs when either (i) Mr. George Kaiser (together with affiliated entities and family members and relatives) ceases either to be the largest shareholder of BOK Financial or BOKF (considering indirect ownership through BOK Financial) or (ii) Mr. Kaiser ceases to be Chairman of BOKF unless CEO becomes Chairman of BOKF.

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(5)	Equals twelve months annual salary and a one-time payment of $70,000.

(6)	Equals six months annual salary and a one-time payment of $70,000.

(7)

Equals 75% of the CEO's annual salary which has been the historical target of annual incentive compensation under the Executive Incentive Plan as further described on page 42 herein. Payment of Non-Equity Incentives will be calculated in accordance with the Executive Incentive Plan (subject to pro-ration from the first day of such plan year (or other plan period) through the date of termination and contingent on achievement of performance goals) and made in cash on a date as soon as administratively possible within the 45 day period after the first day of the year next following the year of separation from service, other than in the event of death or disability, in which case payments will be made within 45 days of death or disability.

(8)

Assumes certain conditions including (i) CEO's continued employment through, at a minimum, December 15, 2013, (ii) the continued agreement between the CEO and the Chairman of the Board that a candidate qualified to become CEO has been recruited (and, in the event of a dispute, a determination by the Board of Directors), and (iii) that BOK Financial has maintained satisfactory performance through the date of the CEO's termination giving due consideration to the performance of the United States economy in general and peer group financial institutions in the United States in particular. The options expire no later than 185 days following CEO's termination date.

(9)

The performance shares shall, following the CEO's termination date, be subject to increase or forfeiture and shall be paid at the time and in the manner provided in the applicable BOK Financial restricted or performance share plan, subject to pro-ration from the first day of such plan year (or other plan period) through the date of termination; provided, however, that shares shall vest upon the achievement of the performance goals.

(10)	Tax gross-up on the one-time payment of $70,000 noted in footnotes 5 and 6 is calculated at the highest incremental rate actually experienced by the CEO.

(11)

In the event the CEO terminates employment after December 15, 2013, but before age 65, CEO shall be permitted to continue as a part-time employee, consultant, director with special duties or in some other capacity to the extent reasonably required to permit CEO to continue to participate in the Company's health benefits so long as CEO continues to owe a duty of loyalty to the Company and has not reached the age of 65. $12,242 is the estimated annual heath care benefit cost to the Company.

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1.

Independent Compensation Committee. In December 2002, the Board of Directors of BOK Financial Corporation (the “Company”) established an Independent Compensation Committee (the “Committee”) to administer a performance-based compensation plan for senior executives in accordance with the provisions of Section 162(m) of the Internal Revenue Code. The Committee developed a performance-based compensation plan for 2003 and subsequent years. The plan is called the 2003 Executive Incentive Plan and is hereafter described (the “Plan”).

2.	2003 BOKF Executive Incentive Plan. The Plan consists of (i) base salary, (ii) annual incentive bonus and (iii) long term incentive compensation. The Chief Executive Officer and other officers designated by the Committee may participate in the Plan (each a “Participant”).

3.

Comparable Executive Position. On or before March 15 of each year, the Committee shall determine the comparable executive position for each Participant (a “Comparable Executive Position”) which shall be used for collecting comparable compensation data either from (i) Pay Peer (as defined below) shareholder proxy statements (in the case of Participants for whom the Committee chooses a Comparable Executive Position which is identified in the proxy statement of Pay Peers (“Proxy Participants”)) or (ii) nationally recognized executive compensation survey companies (in the case of Participants whose Comparable Executive Position is not contained in the proxy statement of Pay Peers (“Non-Proxy Participants”)). The Comparable Executive Position may be a single position (e.g. Chief Executive Officer) or an average of multiple positions (e.g. average of shareholder proxy statement positions three and four).

4.

Base Salary. The Committee shall review the base salary of each Participant on an annual basis (the “Base Salary”). The Committee shall begin its assessment of a Participant's Base Salary by comparing the median base salary of the Comparable Executive Position (i) in the case of Proxy Participants, of the Pay Peers (as defined below) from the most recently filed proxy statement and (ii) in the case of Non-Proxy Participants, from recent executive compensation survey information of peers from nationally recognized executive survey companies (“Survey Data”). The Committee may adjust the Base Salary of a Participant based upon such Participant's experience, scope and scale of position, performance history and effectiveness in building organizational capability.

5.	Annual Incentive Bonus. The annual incentive bonus shall be determined as follows:

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6.

Payment of Annual Incentive Bonus. The Annual Incentive Bonus shall be paid in cash in the year following the year in which the Annual Incentive Bonus was earned by the Plan participant, subject to the conditions set forth below and in accordance with paragraph 15 herein. Notwithstanding anything in this Plan to the contrary, no Plan participant may receive an Annual Incentive Bonus of more than $2,000,000.

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8.	Long Term Incentive Compensation Target. The Long Term Incentive Compensation target shall be determined as follows:

9.	Payment of Long Term Incentive Compensation.

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10.	Performance-Based Compensation Measures for Performance-Based Restricted Stock.

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(i)	Targets for Non-EIP Awards of Performance-Based Restricted Stock. Prior to awarding Performance-Based Restricted Stock to Non-EIP Participants, the Chief Human Resources Officer shall determine, and the Chief Executive Officer shall approve, the target performance incentive compensation for each Non-EIP Participant (the “Non-EIP Performance Incentive Compensation Target”).

(ii)	Performance-Based Compensation Measures for Non-EIP Awards of Performance-Based Restricted Stock.

A.	“Restricted-Stock EPS Performance” is the percentile ranking of the Company after (a) calculating the trailing three-year period earnings per share growth (determined as of the second anniversary of the end of the year in respect of which the performance-based restricted shares were

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B.

Each annual award of performance-based restricted shares shall be reviewed for performance as of the second year-end anniversary of the year in respect of which the performance-based restricted shares were awarded (the “Reviewed Restricted Shares”). A Participant shall earn Reviewed Restricted Shares using a linear interpolation pursuant to which 0% of the Reviewed Restricted Shares shall be earned if the Restricted Stock EPS Performance is below the 30th percentile, 33% of the Reviewed Restricted Shares shall be earned if the Restricted Stock EPS Performance is at the 30th percentile, 100% of the Reviewed Restricted Shares shall be earned if the Restricted Stock EPS Performance is at the 50th percentile, and 200% of the Reviewed Restricted Shares shall be earned if the Restricted Stock EPS Performance is at the 80th percentile or above as illustrated in the following matrix:

(iii)	Dividends. Dividends on Non-EIP Awards of Performance-Based Restricted Stock shall accrue, vest and be paid three years following the date of grant, subject to the vesting of the underlying Performance-Based Restricted Stock in accordance with Section 7(b)(ii) above. In the event a Non-EIP Participant receives Shares Exceeding Target, the Participant shall receive an amount equal to

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(iv)	Forfeiture. Non-EIP Awards of Performance-Based Restricted Stock, and any corresponding dividends, shall be subject to forfeiture to the extent not earned pursuant to Section 7(b)(ii) above.

(v)	Peer Groups. The peer banks which shall be used to earnings per share comparisons for Non-EIP Awards under the Plan shall be determined as follows:

A.	The peer groups shall include only publicly-traded, SEC registered, United States bank holding companies (BHCs) as defined in SNL Securities Public Trading BHC Database.

B.

The “Performance Peers” shall include all large and mid-cap BHCs included in the S&P 1500 index. The Performance Peers shall be identified by the Committee each year on or before March 15. The Performance Peers for each grant shall remain unchanged for the duration of any performance period (i.e. one year for annual incentive bonus and three years for long term compensation); provided however, that in the event a Performance Peer does not have sufficient earnings data to complete the contemplated calculation under this Plan (a “Disqualified Performance Peer”), the Disqualified Performance Peer shall be eliminated from the Performance Peers, not to be replaced by another BHC.

C.	Unless otherwise provided by the Committee, the source for peer information shall be a reliable third party vendor which obtains information from public information, primarily through periodic SEC filings and company press releases.

D.	The earnings per share (“EPS”) amounts shall be diluted EPS as defined by generally accepted accounting principles.

E.	The EPS growth is calculated as a simple average of the percentage change in EPS from one period to the next.

F.	In the event of a bank merger, data for the surviving entity shall be used for purposes of calculations under the Plan.

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(i)	Stock Options awarded may not be sold, assigned, transferred, exchanged, pledged, hypothecated, or otherwise encumbered, other than by will, by the laws of descent and distribution, or by court order or decree.

(ii)

Restricted Stock awarded, and the right to vote such shares and to receive dividends thereon, may not be sold, assigned, transferred, exchanged, pledged, hypothecated, or otherwise encumbered during the applicable Service-Based Restricted Stock Period or Performance-Based Restricted Stock Period specified herein, other than by will, by the laws of descent and distribution, or by court order or decree; provided however, that a participant may sell an amount of Restricted Stock equal in value to the tax withholding amount arising from the vesting of Restricted Shares.

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1.	The Company's risk framework and risk appetite statement.

2.	Overall risk limitations appropriate to the major business lines of the Company.

3.	Policies and procedures related to risk management governance, risk management practices and risk control infrastructure.

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4.	Processes and systems for identifying and reporting risk and risk assessments, including strategic and operating risks, and emerging risks, among others.

5.	Monitoring processes for compliance with the Company's risk limit structure, including risk controls.

6.	Reports of stress testing, gap analysis, policy limit violations, and other control deficiencies and implementation of corrective actions.

7.	Management and Committee authority levels, including individuals designed to carry out risk management responsibilities.

8.	Integration of risk management and control objectives in management goals.

9.	The Company's corporate insurance program and related strategies.

10.	Management's strategy for addressing regulatory matters relevant to the Committee's responsibilities.

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•	The integrity of the Company's financial statements.

•	The effectiveness of the Company's internal controls over financial reporting.

•	The Company's compliance with legal and regulatory requirements and policies

•	The independent auditors' qualifications and independence.

•	The performance of the Company's internal audit function and independent auditors.

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1.	The Committee shall discuss and review with management and the independent auditors the annual audited financial statements, including Management's Discussion and Analysis, to be included in the Company's annual report on Form 10-K, and the results of the annual audit and any other matters required to be communicated to the Committee by the independent auditors under professional standards.

2.

The Committee or its designate shall discuss and review with management and the independent auditors the quarterly financial statements, including Management's Discussion and Analysis, to be included in the Company's quarterly report on Form 10-Q, and the results of the quarterly review and any other matters required to be communicated to the Committee by the independent auditors under professional standards.

3.	The Committee shall review the Company's “earnings release” information with the independent auditor, internal auditor and management. The Committee's Chairman or delegate shall discuss the “earnings release” with management prior to the public announcement.

4.	In carrying out its responsibilities, the Committee's review of financial statements shall include discussions with management and the independent auditors regarding:

•	Critical accounting policies used by management in applying U.S. generally accepted accounting principles and in preparing the financial statements, including any significant changes in the Company's selection or application of accounting principles, or alternative methods discussed by management with the independent auditors;

•	Critical accounting estimates, judgments or reporting issues in connection with management's preparation of the financial statements, and the reasonableness of those estimates and judgments;

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•	The adequacy and effectiveness of the Company's internal control over financial reporting and any specific remedial actions adopted in light of significant deficiencies or material weaknesses, as described further below;

•	The effect of new or pending regulatory and accounting initiatives, off-balance sheet structures, and subsequent events on the financial statements; and

•	Consideration of the judgment of both management and the independent auditors about the quality, not just the acceptability of accounting principles, and the completeness and clarity of the disclosures in the financial statements.

5.

The Committee shall discuss with management and the internal auditors management's process for assessing the effectiveness of internal control over financial reporting, including any material weaknesses or significant deficiencies identified. The Committee shall review management's report on its assessment of the effectiveness of internal control over financial reporting as of the end of each fiscal year and the independent auditor's report on effectiveness of internal control over financial reporting. The Committee shall discuss with management and the independent auditors the characterization of deficiencies in internal control over financial reporting, and management's remediation plans to address internal control deficiencies. The Committee shall determine that the disclosures describing any identified material weaknesses and management's remediation plans are clear and complete.

6.

The Committee shall discuss with management its process for performing its required quarterly certifications under Section 302 and Section 906 of the Sarbanes-Oxley Act, including the evaluation of the effectiveness of disclosure controls by the Chief Executive Officer and Chief Financial Officer. The Committee shall discuss with management, the internal auditors, and the independent auditors: (1) changes in internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting that are required to be disclosed and (2) any other changes in internal control over financial reporting that were considered for disclosure in the Company's periodic filings with the SEC.

7.	The Committee shall:

•	Select and retain an independent registered public accounting firm to act as the Company's independent auditors (the “independent auditors”) for the purpose of auditing the Company's annual financial statements, books, records, accounts and internal controls over financial reporting;

•	Set the compensation of the Company's independent auditors;

•	Oversee the work done by the Company's independent auditors; and

•	Terminate the Company's independent auditors, if necessary.

8.	The Committee shall pre-approve all audit and non-audit services to be provided by the independent auditors. The Committee shall not engage the independent auditors to perform any non-audit services prohibited by law or regulation. The Committee may designate pre-approval authority to a member of the Committee, as long as any approvals are presented at the next scheduled meeting.

9.	The Committee shall receive regular reports from the independent auditor on the critical accounting policies and practices of the Company, and all alternative treatments of financial information within

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10.	The Committee shall review differences that were noted or proposed by the auditors but were “passed” (as immaterial or otherwise); and any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditor to the Company that is in addition to their audit report on the effectiveness of internal control over financial reporting.

11.	With respect to the integrated audit, at least annually, the Committee shall obtain and review a report by the independent auditors describing:

•	The firm's internal quality control procedures;

•	Any material issue raised by the firm's internal quality control review, peer review, or regulatory authority within the past five years;

•	An independence letter describing any relationships between the independent auditor and the Company.

12.

The Committee shall determine that the independent registered public accounting firm has a process in place to address the rotation of the lead audit partner and other audit partners serving the account as required under independence rules. After reviewing the foregoing report and the independent registered public accountants' work throughout the year, the Committee shall evaluate the auditors' qualifications, performance, independence and effectiveness. Such evaluation should include the review and evaluation of the lead audit partner and take into account the opinions of management and the Company's personnel responsible for the internal audit function. The Committee shall discuss with the independent auditor any relationships or services that may impact the objectivity and independence of the independent auditors.

13.	The Committee shall be notified of the hiring of all employees or former employees of the independent auditors to ensure that the Company has met all relevant regulatory requirements.

14.	The Committee shall review and discuss with the independent auditors any matters required to be discussed by the standards of the Public Company Accounting Oversights Board (PCAOB), including PCAOB Interim Audit Standard AU Section 380, Communications with Audit Committees, the rules of the Securities and Exchange Commission and other applicable regulations.

15.

The Committee has oversight responsibilities over the Company's internal audit and compliance functions, including compliance audit and BSA/AML functions. The Company's internal audit department facilitates the Company's compliance with the Sarbanes-Oxley Act of 2002, Section 404 (“SOX 404”), and laws and regulations, and works closely with the independent auditors and regulators. Internal and compliance audit activities are managed by the Company's Chief Auditor, who reports to the Chairman of the Committee. Compliance management and BSA/AML functions are managed by the Company's Chief Compliance Officer, who reports to the Chief Risk Officer.

16.	The Committee shall receive reports from the Chief Auditor at least quarterly that address, among other things, any significant deficiencies in internal controls, audit differences from the independent auditors, matters requiring attention from the Company's regulators and administrative matters.

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17.	The Committee shall receive reports from the Chief Compliance Officer at least quarterly that address, among other things, the Company's compliance management program activities and BSA/AML risk matters.

18.

At the beginning of each fiscal year, the Committee shall discuss with the Chief Auditor the overall scope and plans for the internal and compliance audits, using a risk-based approach. The Committee shall discuss compliance management and BSA/AML policies and program requirements with the Chief Compliance Officer. During the year, the Committee shall discuss with the Chief Auditor the effectiveness of the Company's internal control over financial reporting and the effectiveness of the Company's systems to manage compliance risk, including compliance with bank regulation.

19.

At least annually, the Committee shall meet separately with the Chief Auditor, Chief Compliance Officer, BSA Officer and independent auditors, with or without management present, to discuss the results of their examinations. The Committee shall review the staffing, reporting relationships and credentials of the internal and compliance audit, compliance management and BSA/AML departments, including an annual performance review of the internal audit function and the Chief Auditor.

20.	The Committee may from time to time, as required by regulations or determined necessary, receive reports on:

•	BSA/AML or loss control matters, including Suspicious Activity Reports (“SARs”);

•	selected reports from regulators, including any matters requiring attention;

•	internal audit reports with “needs improvement” or “unsatisfactory” ratings;

•	related party and affiliate transactions meeting regulatory criteria;

•	litigation reports from General Counsel;

•	ACH, wire or other electronic fund transfer reports, as established by regulation;

•	any significant deficiencies, fines or penalties assessed by regulatory authorities;

•	loss control reports, including employee or customer fraud losses, material operational losses or control deficiencies and customer response program matters.

21.

The Committee shall review reports of complaints regarding accounting, financial reporting, or internal control matters. The Company has an anonymous employee protection line monitored by an independent third party. Reports regarding accounting or internal control matters are received directly by the Chief Auditor and are discussed with executive management and the Chairman. The Company has other formal mechanisms for employees to report control weaknesses to their supervisors and the Chief Auditor, including the SOX 404 certification process. The Company's Standards of Conduct encourages open communication and prohibits repercussions on whistleblowers. The Chief Auditor also receives direct reports from the OCC's complaint management system, solicits responses from management and elevates matters to executive management and the Committee as warranted.

22.

In fulfilling the aforementioned responsibilities, it is recognized that members of the Committee are not employees of the Company, and may not be accountants, risk management or auditors by profession. As such, it is not the duty of the Committee to conduct “field work” or similar procedures. The Committee is entitled to rely on information, opinions, reports or statements from knowledgeable advisors, including:

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•	Employees of the Company whom the Committee finds to be reliable and competent.

•	General Counsel, independent accountants or other persons outside the Company.

23.	In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company.

24.

The Committee shall have the authority to engage, without the approval from the Board of Directors, independent legal, independent or internal audit, accounting and other advisors, as it deems necessary to carry out its duties, including required BSA/AML independent testing. The Committee may also employ such staff as the Committee deems necessary to carry out its duties. Those persons can work directly for the Committee and need not be accountable to either the Company or the Board of Directors. The Committee shall evaluate the effectiveness of all third party audit, accounting and other advisors.

25.	The Company shall provide appropriate funding, as determined by the Committee, to compensate the independent auditor, outside legal counsel, or any other relevant advisors employed by the Committee and to pay ordinary Committee administrative expenses that are necessary and appropriate in carrying out its duties.

26.

The Committee shall prepare the report of the Committee to be included in the Company's annual proxy statement. At least quarterly, the Committee shall make a verbal report to the Board summarizing Committee meetings and reports and recommending appropriate actions by the Board. These reports shall include, at a minimum, any identified significant deficiencies or material weaknesses in internal control, significant violations of laws and regulations, or matters requiring attention from regulators.

•	Finance and accounting;

•	Related parties and affiliates;

•	Contingencies and legal matters;

•	Audit and compliance (including BSA/AML);

•	Independent auditors (periodically);

•	Regulatory examination reports.

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