Report of Management on Financial Statements The Board of Directors of BOK Financial maintains a Risk Oversight and Audit Committee consisting of outside directors that meet periodically with management and BOK Financial’s internal and independent auditors. The Committee considers the audit and nonaudit services to be performed by the independent auditors  makes arrangements for the internal and independent audits and recommends BOK Financial’s selection of independent auditors. The Committee also reviews the results of the internal and independent audits  considers and approves certain of BOK Financial’s accounting principles and practices  and reviews various shareholder reports and other reports and filings. Management is responsible for the consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. In management’s opinion  the consolidated financial statements present fairly the financial conditions  results of operations and cash flows of BOK Financial and its subsidiaries at the dates and for the periods indicated. BOK Financial and its subsidiaries maintain a system of internal accounting controls designed to provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorization  and are recorded as necessary to maintain accountability for assets and to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States. This system includes written policies and procedures  a corporate code of conduct  an internal audit program and standards for the hiring and training of qualified personnel. Ernst & Young LLP  certified public accountants  have been engaged to audit the consolidated financial statements of BOK Financial and its subsidiaries. Their audit is conducted in accordance with auditing standards generally accepted in the United States and their report on BOK Financial’s consolidated financial statements is set forth below. We have audited the accompanying consolidated balance sheets of BOK Financial Corporation as of December 31  2001 and 2000  and the related consolidated statements of earnings  changes in shareholders’ equity  and cash flows for each of the three years in the period ended December 31  2001. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. significant estimates made by management  as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion  the consolidated financial statements referred to above present fairly  in all material respects  the consolidated financial position of BOK Financial Corporation at December 31  2001 and 2000  and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31  2001  in conformity with accounting principles generally accepted in the United States. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining  on a test basis  evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and Ernst & Young LLP Tulsa  Oklahoma January 23  2002 Report of Independent Auditors 28