For immediate release

The Federal Reserve Board today announced its approval of the notice of BOK Financial Corporation, Tulsa, Oklahoma, to engage de novo through its wholly owned subsidiary, Alliance Securities Corporation, Tulsa, Oklahoma, in certain nonbanking activities, including underwriting and dealing in, to a limited extent, certain municipal revenue bonds, 1-4 family mortgage-related securities, consumer receivable-related securities, and commercial paper. Attached is the Board's Order relating to this action.

BOK Financial Corporation Tulsa, Oklahoma Order Approving a Notice to Engage in Certain Nonbanking Activities

BOK Financial Corporation, Tulsa, Oklahoma ("Notificant"), a bank holding company within the meaning of the Bank Holding Company Act ("BHC Act"), has requested the Board's approval under section�4(c)(8) of the BHC Act (12�U.S.C. §�1843(c)(8)) and section 225.24 of Regulation Y (12�C.F.R. 225.24) to engage de novo in the following nonbanking activities through its wholly owned subsidiary, Alliance Securities Corporation, Tulsa, Oklahoma ("Company"): (1)� underwriting and dealing in, to a limited extent, certain municipal revenue bonds (including certain unrated revenue bonds), 1-4 family mortgage-related securities, consumer receivable-related securities, and commercial paper ("bank-ineligible securities") ("Tier I underwriting and dealing activities"); (2) acting as agent in the private placement of all types of securities, pursuant to section 225.28(b)(7)(iii) of Regulation Y (see 12 C.F.R. 225.28(b)(7)(iii)); (3) providing investment advisory services, pursuant to section 225.28(b)(6) of Regulation Y (see 12 C.F.R. 225.28(b)(6)); (4) underwriting and dealing in government obligations and money market instruments in which state member banks may underwrite and deal under 12�U.S.C. §§ 335 and 24(7) ("bank-eligible securities"), pursuant to section 225.28(b)(8)(i) of Regulation Y (see 12 C.F.R. 225.28(b)(8)(i)); and (5) providing securities brokerage services, pursuant to section 225.25(b)(7)(i) of Regulation Y (see 12 C.F.R. 225.25(b)(7)(i)). Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (62 Federal Register 3699 (1997)). The time for filing comments has expired, and the Board has considered the notice and all comments received in light of the factors set forth in section�4(c)(8) of the BHC Act. Notificant, with total consolidated assets of approximately $4.5 billion, is the largest banking organization in Oklahoma and the 94th largest banking organization in the United States.1 Notificant operates commercial bank subsidiaries in Oklahoma, Arkansas, and Texas, and engages, through its subsidiaries, in various permissible nonbanking activities. Prior to commencing the proposed activities, Company will register as a broker-dealer with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 (15�U.S.C. § 78a et seq.) and will become a member of the National Association of Securities Dealers, Inc. ("NASD"). Accordingly, Company will be subject to the recordkeeping and reporting obligations, fiduciary standards, and other requirements of the Securities Exchange Act of 1934, the SEC, and the NASD. Activities Approved by Regulation As noted above, Company proposes to engage in investment advisory services, securities brokerage, bank-eligible securities underwriting and dealing, and private placement activities that have been determined by regulation to be closely related to banking for purposes of section 4(c)(8) of the BHC Act.2 Notificant has committed that Company will conduct the activities in accordance with the limitations set forth in Regulation Y and the Board's orders relating to these activities.3 Underwriting and Dealing in Bank-Ineligible Securities The Board has determined that--subject to the prudential framework of limitations established in previous decisions to address the potential for conflicts of interests, unsound banking practices, or other adverse effects--the proposed activities of underwriting and dealing in bank-ineligible securities are so closely related to banking as to be a proper incident thereto within the meaning of section 4(c)(8) of the BHC Act.4 Notificant has committed that Company will conduct these underwriting and dealing activities using the same methods and procedures and subject to the same prudential limitations established by the Board in the Section 20 Orders. Notificant proposes that Company would underwrite and deal in unrated municipal revenue bonds. The Board previously has authorized section�20 companies engaged in Tier I underwriting and dealing activities to engage, to a limited extent, in underwriting and dealing in unrated municipal revenue bonds.5 In past cases, the Board approved companies with Tier I underwriting powers to underwrite municipal revenue bonds in which a single issue of unrated bonds would not exceed $7.5�million.6 Notificant proposes that Company be permitted to underwrite unrated municipal revenue bonds with no single issue dollar limit. Bank holding companies with broader debt and equity underwriting powers may underwrite unrated municipal bond issues of any size. Based on the Board's experience in supervising unrated municipal revenue bond underwriting activities, and on the basis of the Board's assessment of the credit evaluation process that Company would use to review the unrated municipal revenue bonds, the Board concludes that Notificant's proposal to underwrite municipal revenue bonds without a single issue limit does not raise significant potential adverse effects. The Board has determined that the conduct of the securities underwriting and dealing activities proposed by Notificant is consistent with section�20 of the Glass-Steagall Act (12 U.S.C. § 377), provided that Company engages only in limited bank-ineligible underwriting and dealing activities.7 Effective March 6, 1997, the Board increased from 10 percent to 25 percent the amount of total revenue that a section 20 subsidiary may derive from committed that Company will conduct its bank-ineligible securities underwriting and dealing activities subject to the Board's revenue test.8 Other Considerations In order to approve this notice, the Board also must consider whether the performance of the proposed activities is a proper incident to banking, that is, whether the activities proposed "can reasonably be expected to produce benefits to the public . . . that outweigh possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interests, or unsound banking practices."9 As part of its evaluation of these factors, the Board considers the financial and managerial resources of the notificant and its subsidiaries and the effect the transaction would have on such resources.10 Based on all the facts of record, the Board concludes that financial and managerial considerations are consistent with approval of the notice. As noted above, Notificant has committed that Company will conduct its bank-ineligible securities underwriting and dealing activities in accordance with the prudential framework established by the Board's Section 20 Orders. Under the framework and conditions established in this order and the Section 20 Orders, the Board concludes that Company's proposed conduct of limited bank-ineligible securities underwriting and dealing activities is not likely to result in significantly adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interests, or unsound banking practices. Similarly, the Board finds no evidence that Company's private placement and other activities would likely result in any significantly adverse effects. The Board expects, moreover, that the de novo entry of Company into the market for the proposed bank-ineligible underwriting and dealing services would provide added convenience to Notificant's customers, lead to improved methods of meeting customer financing needs, and increase the level of competition among existing providers of these services. The Board also expects that Company's performance of private placement, financial advisory, and other activities, in which Notificant's banking subsidiaries currently engage to a limited extent, will lead to greater efficiencies within the Notificant's corporate system and thereby permit Notificant to provide better services to its customers. Accordingly, the Board has determined that the performance of the proposed activities by Company can reasonably be expected to produce public benefits that outweigh possible adverse effects under the proper incident to banking standard of section 4(c)(8) of the BHC Act. Based on all the facts of record, and subject to the commitments made by Notificant, as well as the terms and conditions set forth in this order and in the Board orders noted above, the Board has determined that the notice should be, and hereby is, approved. Approval of the proposal is specifically conditioned on compliance by Notificant and Company with the commitments made in connection with the notice and the conditions referenced in this order and the above-cited Board regulations and orders. The Board's determination also is subject to all the terms and conditions set forth in Regulation Y, including those in sections 225.7 and 225.25(c) (12 C.F.R. 225.7 and 225.25(c)), and to the Board's authority to require modification or termination of the activities of a bank holding company or any of its subsidiaries as the Board finds necessary to assure compliance with, and to prevent evasion of, the provisions of the BHC Act and the Board's regulations and orders issued thereunder. In approving the proposal, the Board has relied on all the facts of record and all the representations and commitments made by Notificant. The commitments and conditions shall be deemed to be conditions imposed in writing by the Board in connection with its findings and decisions, and may be enforced in proceedings under applicable law. This transaction shall not be consummated later than three months after the effective date of this order, unless such period is extended for good cause by the Board or the Federal Reserve Bank of Kansas City, acting pursuant to delegated authority.

By order of the Board of Governors,11 effective April 28, 1997. (signed) Jennifer J. Johnson Jennifer J. Johnson Deputy Secretary of the Board

Footnotes 1 Asset and national ranking data are as of September 30, 1996. Oklahoma ranking data are as of June 30, 1996. 2 See 12 C.F.R. 225.28(b)(6), (b)(7)(ii), (b)(7)(iii), and (b)(8)(i). 3 In order to address the potential conflicts of interests arising from Company's conduct of full-service brokerage activities along with underwriting and dealing in bank-ineligible securities, Notificant has committed that Company will inform its brokerage customers at the commencement of the relationship that, as a general matter, Company may be a principal or may be engaged in underwriting with respect to, or may purchase from an affiliate, securities for which brokerage and advisory services are provided. In addition, at the time any brokerage order is taken, Company will inform brokerage customers (usually orally) whether Company is acting as agent or principal with respect to a security. Confirmations sent to customers also will state whether Company is acting as agent or principal. See PNC Financial Corporation, 75 Federal Reserve Bulletin 396 (1989). 4 See Citicorp, 73 Federal Reserve Bulletin 473 (1987) ("Citicorp"), aff'd sub nom. Securities Industry Ass'n v. Board of Governors of the Federal Reserve System, 839 F.2d 47 (2d Cir.), cert. denied, 486 U.S. 1059 (1988), as modified by Order Approving Modifications to Section 20 Orders, 75 Federal Reserve Bulletin 751 (1989), as modified by Review of Restriction on Director, Officer and Employee Interlocks, Cross-Marketing Activities, and the Purchase and Sale of Financial Assets Between a Section 20 Subsidiary and an Affiliated Bank or Thrift, 61 Federal Register 57,679 (1996) (collectively, "Section 20 Orders"). 5 See Letter Interpreting Section 20 Orders, 81�Federal Reserve Bulletin 198 (1995). 6 See id. 7 See Section 20 Orders. Compliance with the revenue limitation shall be calculated in accordance with the method stated in the Section 20 Orders, as modified by the Order Approving Modifications to the Section 20 Orders, 79 Federal Reserve Bulletin 226 (1993), and the Supplement to Order Approving Modifications to Section 20 Orders, 79 Federal Reserve Bulletin 360 (1993). 8 Company also may engage in activities that are necessary incidents to the proposed underwriting and dealing activities, provided that they are treated as part of the bank-ineligible securities activities. Unless Company receives specific approval under section 4(c)(8) of the BHC Act to conduct the activities independently, any revenues from the incidental activities must be counted as ineligible revenues subject to the revenue limitation. 9 12 U.S.C. § 1843(c)(8). 10 See 12 C.F.R. 225.26. 11 Voting for this action: Chairman Greenspan, Vice Chair Rivlin, and Governors Kelley, Phillips, and Meyer.

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1997 Orders on banking applications