10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 0-23064

SOUTHWEST BANCORP, INC.

(Exact name of registrant as specified in its charter)

Oklahoma (State or other jurisdiction of incorporation or organization)	73-1136584 (I.R.S. Employer Identification Number)
608 South Main Street Stillwater, Oklahoma (Address of principal executive office)	74074 (Zip Code)

Registrant’s telephone number, including area code: (405) 742-1800

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ YES     o NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o YES     þ NO

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

14,527,940 (08/07/08)

SOUTHWEST BANCORP, INC.
INDEX TO FORM 10-Q

PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Consolidated Statements of Financial Condition at June 30, 2008 and December 31, 2007	3
Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2008 and 2007	4
Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and 2007	5
Unaudited Consolidated Statement of Shareholders’ Equity for the six months ended June 30, 2008	6
Unaudited Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2008 and 2007	7
Notes to Unaudited Consolidated Financial Statements	8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34
ITEM 4. CONTROLS AND PROCEDURES	35
PART II. OTHER INFORMATION	37
SIGNATURES	39
EX-3.1: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
EX-10.1: 2008 STOCK BASED AWARD PLAN
EX-10.2: FORM OF RESTRICTED STOCK AGREEMENT AMENDMENTS
EX-31.A: CERTIFICATION
EX-31.B: CERTIFICATION
EX-32.A: CERTIFICATION
EX-32.B: CERTIFICATION

2

SOUTHWEST BANCORP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	June 30,			December 31,
(Dollars in thousands)	2008			2007
Assets
Cash and due from banks	$	51,462		$	45,678
Investment securities:
Held to maturity, fair value $8,282 (2008) and $5,838 (2007)		8,340			5,838
Available for sale, amortized cost $214,547 (2008) and $236,707 (2007)		212,466			237,358
Federal Reserve Bank and Federal Home Loan Bank Stock, at cost		13,327			13,116
Loans held for sale		62,892			66,275
Loans receivable, net of allowance for loan losses of $31,341 (2008) and $29,584 (2007)		2,350,552			2,115,973
Accrued interest receivable		12,624			23,117
Premises and equipment, net		23,607			24,323
Other real estate		2,523			2,679
Goodwill		7,071			7,064
Other intangible assets, net		4,157			4,580
Other assets		23,992			18,297
Total assets	$	2,773,013		$	2,564,298
Liabilities and shareholders’ equity
Deposits:
Noninterest-bearing demand	$	299,699		$	257,067
Interest-bearing demand		81,415			63,323
Money market accounts		548,099			541,950
Savings accounts		13,809			13,032
Time deposits of $100,000 or more		740,174			690,985
Other time deposits		527,805			492,222
Total deposits		2,211,001			2,058,579
Accrued interest payable		9,680			11,441
Income tax payable		3,924			1,766
Other liabilities		11,452			10,154
Other borrowings		265,614			218,356
Subordinated debentures		46,393			46,393
Total liabilities		2,548,064			2,346,689
Shareholders’ equity:
Common stock — $1 par value; 20,000,000 shares authorized; 14,658,042 shares issued and outstanding		14,658			14,658
Paid in capital		45,818			46,478
Retained earnings		168,099			161,482
Accumulated other comprehensive income (loss)		(1,256	)		408
Treasury stock, at cost; 131,566 (2008) and 300,833 (2007) shares		(2,370	)		(5,417	)
Total shareholders’ equity		224,949			217,609
Total liabilities & shareholders’ equity	$	2,773,013		$	2,564,298

The accompanying notes are an integral part of this statement.

3

SOUTHWEST BANCORP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the three months					For the six months
	ended June 30,					ended June 30,
(Dollars in thousands, except earnings per share data)	2008		2007			2008		2007
Interest income:
Interest and fees on loans	$	37,485	$	39,578		$	78,095	$	79,864
Investment securities:
U.S. government and agency obligations		747		2,142			1,915		4,280
Mortgage-backed securities		1,407		334			2,344		626
State and political subdivisions		100		49			190		92
Other securities		172		322			313		528
Other interest-earning assets		20		115			48		180
Total interest income		39,931		42,540			82,905		85,570
Interest expense:
Interest-bearing demand		166		98			307		179
Money market accounts		3,062		4,743			7,590		8,705
Savings accounts		19		21			41		41
Time deposits of $100,000 or more		7,051		7,781			14,916		15,913
Other time deposits		4,809		5,250			10,507		10,278
Other borrowings		1,887		1,089			3,916		3,220
Subordinated debentures		653		946			1,511		1,879
Total interest expense		17,647		19,928			38,788		40,215
Net interest income		22,284		22,612			44,117		45,355
Provision for loan losses		3,190		2,107			5,426		3,968
Net interest income after provision for loan losses		19,094		20,505			38,691		41,387
Noninterest income:
Service charges and fees		2,812		2,306			5,269		4,541
Other noninterest income		541		400			687		716
Gain on sales of loans		603		800			1,443		2,008
Gain on securities		3		1,919			1,248		1,471
Total noninterest income		3,959		5,425			8,647		8,736
Noninterest expense:
Salaries and employee benefits		8,856		8,358			18,078		16,483
Occupancy		2,602		2,388			5,060		4,791
FDIC and other insurance		521		140			974		263
Other real estate, net		197		(41	)		207		(110	)
General and administrative		4,156		3,963			7,843		10,212
Total noninterest expense		16,332		14,808			32,162		31,639
Income before taxes		6,721		11,122			15,176		18,484
Taxes on income		2,559		4,281			5,806		7,143
Net income	$	4,162	$	6,841		$	9,370	$	11,341
Basic earnings per share	$	0.29	$	0.48		$	0.65	$	0.79
Diluted earnings per share	$	0.28	$	0.47		$	0.64	$	0.77
Cash dividends declared per share	$	0.0950	$	0.0925		$	0.1900	$	0.1850

The accompanying notes are an integral part of this statement.

4

SOUTHWEST BANCORP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the six months
	ended June 30,
(Dollars in thousands)	2008			2007
Operating activities:
Net income	$	9,370		$	11,341
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		5,426			3,968
Deferred tax benefit		(680	)		(722	)
Asset depreciation		1,411			1,436
Securities premium amortization (discount accretion), net		49			(14	)
Amortization of intangibles		733			326
Stock based compensation		306			582
Net gain on sale/call of investment securities		(1,248	)		(1,471	)
Net gain on sales of available for sale loans		(1,443	)		(2,008	)
Net loss on sales of premises/equipment		223			2
Net gain on other real estate owned		(369	)		(11	)
Proceeds from sales of residential mortgage loans		32,506			27,982
Residential mortgage loans originated for resale		(32,345	)		(25,930	)
Proceeds from sales of student loans		56,270			201,111
Student loans originated for resale		(51,545	)		(86,213	)
Net change in assets and liabilities:
Accrued interest receivable		10,493			4,398
Other assets		(4,078	)		4,703
Income taxes payable		2,457			2,327
Excess tax benefit from share-based payment arrangements		(306	)		(397	)
Accrued interest payable		(1,761	)		(2,836	)
Other liabilities		1,083			(291	)
Net cash provided by operating activities		26,552			138,283
Investing activities:
Proceeds from sales of available for sale securities		7,787			1,919
Proceeds from principal repayments, calls and maturities:
Available for sale securities		159,662			5,624
Purchases of Federal Home Loan Bank and Federal Reserve Bank stock		(211	)		(404	)
Purchases of held to maturity securities		(2,500	)		(3,700	)
Purchases of available for sale securities		(144,090	)		(8,388	)
Loans originated and principal repayments, net		(249,913	)		(169,494	)
Purchases of premises and equipment		(1,055	)		(1,537	)
Proceeds from sales of premises and equipment		155			38
Proceeds from sales of other real estate owned		10,515			449
Net cash used in investing activities		(219,650	)		(175,493	)
Financing activities:
Net increase in deposits		152,422			58,195
Net increase (decrease) in other borrowings		47,258			(42,533	)
Net proceeds from issuance of common stock		1,594			782
Excess tax benefit from share-based payment arrangements		306			397
Common stock dividends paid		(2,698	)		(2,495	)
Net cash provided from financing activities		198,882			14,346
Net change in cash and cash equivalents		5,784			(22,864	)
Cash and cash equivalents:
Beginning of period		45,678			57,618
End of period	$	51,462		$	34,754

The accompanying notes are an integral part of this statement.

5

SOUTHWEST BANCORP, INC.
UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

											Accumulated
											Other						Total
	Common Stock				Paid in			Retained			Comprehensive			Treasury			Shareholders’
(Dollars in thousands)	Shares		Amount		Capital			Earnings			Income (Loss)			Stock			Equity
Balance, December 31, 2007		14,658,042	$	14,658	$	46,478		$	161,482		$	408		$	(5,417	)	$	217,609
Cash dividends declared:
Common, $0.19 per share, and other dividends		—		—		—			(2,753	)		—			—			(2,753	)
Common stock issued:
Employee Stock Option Plan		—		—		(1,103	)		—			—			2,629			1,526
Employee Stock Purchase Plan		—		—		(2	)		—			—			47			45
Dividend Reinvestment Plan		—		—		(2	)		—			—			25			23
Restricted Stock		—		—		(21	)		—			—			346			325
Tax benefit related to exercise of stock options		—		—		306			—			—			—			306
Stock Compensation Expense		—		—		162			—			—			—			162
Other comprehensive income, net of tax		—		—		—			—			(1,664	)		—			(1,664	)
Net income		—		—		—			9,370			—			—			9,370
Balance, June 30, 2008		14,658,042	$	14,658	$	45,818		$	168,099		$	(1,256	)	$	(2,370	)	$	224,949

The accompanying notes are an integral part of this statement.

6

SOUTHWEST BANCORP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	For the three months						For the six months
	ended June 30,						ended June 30,
(Dollars in thousands)	2008			2007			2008			2007
Net income	$	4,162		$	6,841		$	9,370		$	11,341
Other comprehensive income:
Unrealized holding gain (loss) on available for sale securities		(3,349	)		1,764			(1,484	)		2,805
Reclassification adjustment for gains arising during the period		(3	)		(1,919	)		(1,248	)		(1,471	)
Other comprehensive income (loss), before tax		(3,352	)		(155	)		(2,732	)		1,334
Tax (expense) benefit related to items of other comprehensive income		1,294			24			1,068			(553	)
Other comprehensive income (loss), net of tax		(2,058	)		(131	)		(1,664	)		781
Comprehensive income	$	2,104		$	6,710		$	7,706		$	12,122

The accompanying notes are an integral part of this statement.

7

SOUTHWEST BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements

NOTE 1: GENERAL

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations, shareholders’ equity, cash flows, and comprehensive income in conformity with accounting principles generally accepted in the United States of America. However, the unaudited consolidated financial statements include all adjustments which, in the opinion of management, are necessary for a fair presentation. Those adjustments consist of normal recurring adjustments. The results of operations for the six months ended June 30, 2008, and the cash flows for the six months ended June 30, 2008, should not be considered indicative of the results to be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Southwest Bancorp, Inc. Annual Report on Form 10-K for the year ended December 31, 2007.

NOTE 2: PRINCIPLES OF CONSOLIDATION

The accompanying unaudited consolidated financial statements include the accounts of Southwest Bancorp, Inc. (“Southwest”), its wholly owned financial institution subsidiaries, Stillwater National Bank and Trust Company (“Stillwater National”), SNB Bank of Wichita (“SNB Wichita”), Bank of Kansas (“SNB Kansas”), and its management consulting subsidiaries, Healthcare Strategic Support, Inc. (“HSSI”), and Business Consulting Group, Inc. (“BCG”). All significant intercompany transactions and balances have been eliminated in consolidation.

NOTE 3: RECLASSIFICATIONS

Certain reclassifications have been made to prior year amounts of income statement accounts to conform to current year presentation. These reclassifications had no impact on previously reported net income.

NOTE 4: INVESTMENT SECURITIES

The following table presents securities with gross unrealized losses and fair value by length of time that the individual securities had been in a continuous unrealized loss position at June 30, 2008. Securities whose market values exceed cost are excluded from this table.

					Loss Existing for:
	Number of		Amortized		Less Than			More Than		Fair
(Dollars in thousands)	Securities		Cost		12 Months			12 Months		Value
Held to Maturity:
Obligations of state and political subdivisions		13	$	3,970	$	(74	)	$	—	$	3,896
Total		13	$	3,970	$	(74	)	$	—	$	3,896
Available for Sale:
Federal agency securities		10	$	43,002	$	(630	)	$	—	$	42,372
Obligations of state and political subdivisions		1		1,250		(1	)		—		1,249
Mortgage-backed securities		34		90,998		(2,786	)		—		88,212
Total		45	$	135,250	$	(3,417	)	$	—	$	131,833

Southwest evaluates securities on an individual basis for other-than-temporary impairment on at least a quarterly basis. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of Southwest to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

The declines in fair value noted in the table above were attributable to increases in market interest rates over the yields available at the time the underlying securities were purchased. Management does not believe any of the securities are

8

impaired due to reasons of credit quality, and because Southwest has the ability and intent to hold all of these investments until a market price recovery or maturity, the impairment of these investments is not deemed to be other-than-temporary.

NOTE 5: LOANS AND OTHER REAL ESTATE

Southwest extends commercial and consumer credit primarily to customers in the states of Oklahoma, Texas, and Kansas. Its commercial lending operations are concentrated in Oklahoma City, Dallas, Tulsa, and its other metropolitan markets in Texas, Kansas, and Oklahoma. As a result, the collectibility of Southwest’s loan portfolio can be affected by changes in the economic conditions in those states and markets. At June 30, 2008 and December 31, 2007, substantially all of Southwest’s loans were collateralized with real estate, inventory, accounts receivable, and/or other assets, or were guaranteed by agencies of the United States government or, in the case of private student loans, insured by a private insurer.

As of June 30, 2008, approximately $638.0 million, or 27%, of Southwest’s loan portfolio consisted of loans to individuals and businesses in the healthcare industry. Southwest does not have any other concentrations of loans to individuals or businesses involved in a single industry totaling 10% or more of total loans.

Nonperforming assets and other risk elements of the loan portfolio are shown below as of the indicated dates.

	At			At
(Dollars in thousands)	June 30, 2008			December 31, 2007
Nonaccrual loans (1)	$	30,861		$	19,534
Past due 90 days or more		1,242			10,037
Total nonperforming loans		32,103			29,571
Other real estate owned		2,523			2,679
Total nonperforming assets	$	34,626		$	32,250
Nonperforming loans to portfolio loans receivable		1.35	%		1.38	%
Allowance for loan losses to nonperforming loans		97.63	%		100.04	%
Nonperforming assets to portfolio loans receivable and other real estate owned		1.45	%		1.50	%

(1) The government-guaranteed portion of loans included in these totals was $1.2 million and $1.3 million, respectively.

All of the nonaccruing assets are subject to regular tests for impairment as part of Southwest’s allowance for loan losses methodology (see Note 6).

During the first six months of 2008, $21,000 of interest income was received on nonaccruing loans. If interest on those loans had been accrued for the six months ended June 30, 2008, additional total interest income of $948,000 would have been recorded.

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NOTE 6: ALLOWANCE FOR LOAN LOSSES AND RESERVE FOR UNFUNDED LOAN COMMITMENTS

Activity in the allowance for loan losses is shown below for the indicated periods.

	For the six			For the			For the six
	months ended			year ended			months ended
(Dollars in thousands)	June 30, 2008			December 31, 2007			June 30, 2007
Balance at beginning of period	$	29,584		$	27,293		$	27,293
Loans charged-off:
Real estate mortgage		1,151			1,877			1,550
Real estate construction		760			129			5
Commercial		1,861			4,579			1,870
Installment and consumer		164			414			178
Total charge-offs		3,936			6,999			3,603
Recoveries:
Real estate mortgage		7			32			24
Commercial		203			606			363
Installment and consumer		57			71			9
Total recoveries		267			709			396
Net loans charged-off		3,669			6,290			3,207
Provision for loan losses		5,426			8,581			3,968
Balance at end of period	$	31,341		$	29,584		$	28,054
Loans outstanding:
Average	$	2,359,489		$	1,922,867		$	1,820,792
End of period		2,444,785			2,211,832			1,842,539
Portfolio loans outstanding (end of period)		2,381,893			2,145,557			1,769,528
Net charge-offs to total average loans (annualized)		0.31	%		0.33	%		0.36	%
Allowance for loan losses to portfolio loans (end of period)		1.32	%		1.38	%		1.59	%

The allowance for loan losses is established through a provision for loan losses charged to operations. Loan amounts which are determined to be uncollectible are charged against this allowance, and recoveries, if any, are added to the allowance. The appropriate amount of the allowance is based on continuous review and evaluation of the loan portfolio and ongoing, quarterly assessments of the probable losses inherent in the loan and lease portfolio.

Management believes the level of the allowance is adequate to absorb probable losses inherent in the loan portfolio. The allowance for loan and lease losses is determined in accordance with regulatory guidelines and generally accepted accounting principles and is comprised of two primary components. Loans deemed to be impaired (all loans on nonaccrual) are evaluated on an individual basis consistent with the Statement of Financial Accounting Standards No. 114, Accounting for Impairment of a Loan (“SFAS No. 114”). The remaining portion of the allowance is calculated based on the Statement of Financial Accounting Standards No. 5, Accounting for Contingencies (“SFAS No. 5”). Loans not evaluated for FAS 114 allowance are segmented into homogeneous loan pools. Estimated allowances are based on historical loss trends with adjustments factored in based on qualitative risk factors both internal and external to the Company. These factors include but are not limited to, economic and business conditions, changes in lending staff, lending policies and procedures, quality of loan review, changes in the nature and volume of the portfolios, loss and recovery trends, asset quality trends, and legal and regulatory considerations.

Management strives to carefully monitor credit quality and to identify loans that may become nonperforming. At any time, however, there are loans included in the portfolio that will result in losses to Southwest, but that have not been identified as nonperforming or potential problem loans. Because the loan portfolio contains a significant number of commercial and commercial real estate loans with relatively large balances, the unexpected deterioration of one or a few such loans may cause a significant increase in nonperforming assets, and may lead to a material increase in charge-offs and the provision for loan losses in future periods.

The reserve for unfunded loan commitments was $3.2 million, $3.1 million and $2.0 million at June 30, 2008, December 31, 2007, and June 30, 2007, respectively. The reserve, which is included in other liabilities on Southwest’s statement of

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financial condition, is computed using a methodology similar to that used to determine the allowance for loan losses, modified to take into account the probability of a drawdown on the commitment.

NOTE 7: FAIR VALUE MEASUREMENTS

Effective January 1, 2008, Southwest adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement applies only to fair value measurements that are already required or permitted by other generally accepted accounting principles. The adoption of SFAS No. 157 had no impact on Southwest’s financial statements, but it did result in additional required disclosures. On February 12, 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. 157-2, Effective Date of FASB Statement No. 157 (“FSP No. 157-2”). FSP No. 157-2 amends SFAS No. 157 to delay the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (that is, at least annually). For items within its scope, FSP No. 157-2 defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years.

Fair value is defined under SFAS No. 157 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS No. 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1	Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities that are traded in an active exchange market, as well as certain U.S. Treasury securities that are highly liquid and are actively traded in over-the-counter markets.
Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category includes U.S. Government and agency mortgage-backed debt securities, municipal obligation securities, and loans held for sale.
Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose values is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category includes certain private equity investments.

As of June 30, 2008, assets measured at fair value on a recurring basis are summarized below:

			Fair Value Measurement at Reporting Date Using
			Quoted Prices in
			Active Markets for		Significant Other		Significant
			Identical Assets		Observable Inputs		Unobservable Inputs
(Dollars in thousands)	Total		(Level 1)		(Level 2)		(Level 3)
Loans held for sale	$	62,892	$	—	$	62,892	$	—
Available for sale securities		208,640		611		207,126		903
Total	$	271,532	$	611	$	270,018	$	903

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For the six months ended June 30, 2008, the following table presents a reconciliation for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3). It also summarizes changes in unrealized gains and losses recorded in earnings for the period for Level 3 assets and liabilities.

	Available for Sale
(Dollars in thousands)	Securities
Balance at December 31, 2007	$	982
Total gains or losses (realized/unrealized)
Included in earnings
interest income		(12	)
noninterest income		(60	)
Included in other comprehensive income		(7	)
Purchases, issuances, and settlements		—
Transfers in and/or out of Level 3		—
Balance at June 30, 2008	$	903
Changes in unrealized gains or losses included in earnings related to assets still held at reporting date for the six months ended June 30, 2008	$	(53	)

Certain financial assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Assets measured on a nonrecurring basis include other real estate owned, goodwill, core deposit premiums, and mortgage loan servicing rights. These assets are recorded at the lower of cost or fair value. During first quarter 2008, mortgage loan servicing rights were written down $260,000 to a fair value of $1.3 million.

NOTE 8: DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Fair Value Hedges

Southwest uses interest rate swaps in order to offset changes in fair value of fixed rate deposits that occur during periods of interest rate volatility. Southwest is able to demonstrate an effective hedging relationship between derivatives and matched items by proving that their changes in fair values substantially offset. Southwest enters into interest rate swap agreements with the objective of converting the fixed interest rate on selected retail brokered CDs to a variable interest rate. The swap agreements require Southwest to pay a variable rate of interest based on a spread to the one-month London Interbank Offered Rate (“LIBOR”) and to receive a fixed rate of interest equal to that of the retail brokered CD (hedged item). Under the swap agreements, Southwest is to pay variable interest payments on a monthly basis; fixed interest payments are to be received on the maturity date of the swap agreement. Amounts to be paid or received under these swap agreements are accounted for on an accrual basis and recorded as an adjustment of interest expense of the hedged item. The net cash flows related to fair value hedges decreased interest expense on certificates of deposit by $284,000 for the six months ended June 30, 2008. There are no interest rate swaps outstanding at June 30, 2008.

As of December 31, 2007, Southwest’s derivative portfolio consisted of gross unrealized gains of $64,000, which were included in other liabilities, a weighted average floating pay rate of 5.04%, a weighted average fixed receive rate of 5.32%, and a weighted average maturity of 2 months.

NOTE 9: SHARE-BASED COMPENSATION

The Southwest Bancorp, Inc. 1994 Stock Option Plan and 1999 Stock Option Plan (the “Stock Plans”) provide directors and selected key employees with the opportunity to acquire common stock through grants of options exercisable for common stock and other stock based awards.

The Southwest Bancorp, Inc. 2008 Stock Based Award Plan (the “2008 Stock Plan”) was approved at the annual shareholders’ meeting held April 24, 2008. The 2008 Stock Plan replaces the Southwest Bancorp, Inc. 1999 Stock Option Plan, as amended (the “1999 Plan”). Options issued under the 1999 Plan and Southwest’s 1994 Stock Option Plan will continue in effect and will be subject to the requirements of those plans, but no new options will be granted under them. The 2008 Stock Plan authorizes awards for up to 800,000 shares of Southwest common stock over its ten-year term.

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Stock Options

The exercise price of all stock options granted under the Stock Plans is the fair market value on the grant date. Depending upon terms of the stock option agreements, stock options generally become exercisable on an annual basis and expire from five to ten years after the date of grant.

In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Statement No. 123(R), Share-Based Payment (“SFAS No. 123(R)”), Southwest recorded $162,000 of share-based compensation expense for the six month period ended June 30, 2008 related to outstanding stock options.

The share-based compensation is calculated using the accrual method, which treats each vesting tranche as a separate award and amortizes expense evenly from grant date to vest date. This charge had no impact on Southwest’s reported cash flows. The cumulative deferred tax asset that was recorded related to compensation expense was approximately $177,000.

For purposes of the disclosure in the following table and for purposes of determining estimated fair value under SFAS No. 123(R), Southwest has computed the estimated fair values of all share-based compensation using the Black-Scholes option pricing model and has applied the assumptions set forth in the table. Southwest will continue to monitor the actual expected term of stock options and will adjust the expected term used in the valuation process when the difference is determined to be significant.

Share-based employee compensation expense under the fair value method was measured using the following quarterly assumptions for options granted during the respective quarters. No options were granted in second quarter of 2008.

										Expected
	Risk-Free			Expected						Option
	Interest			Dividend			Expected			Term
	Rate			Yield			Volatility			(in years)
Second quarter 2008		N/A			N/A			N/A			N/A
First quarter 2008		2.30	%		2.24	%		34.36	%		3.00
Second quarter 2007		4.73	%		1.48	%		29.60	%		2.50
First quarter 2007		4.51	%		1.40	%		29.58	%		2.50

A summary of options outstanding under the Stock Plans as of June 30, 2008, and changes during the six month period then ended, is presented below.

						Weighted
				Weighted		Average Aggregate
				Average		Remaining		Intrinsic
	Number of			Exercise		Contractual		Value (dollars
	Options			Price		Life (Years)		in thousands)
Outstanding at December 31, 2007		883,770		$	15.56
Granted		5,000			16.93
Exercised		(146,058	)		10.45
Canceled/expired		(900	)		5.88
Outstanding at June 30, 2008		741,812		$	16.59		2.11	$	1,366
Total exercisable at June 30, 2008		644,702		$	16.61		1.98	$	1,105

The weighted average grant date fair value of options granted during the six month period ended June 30, 2008 was $3.71 per share. The total intrinsic value of options exercised during the six month period was $959,000; the amount of cash received from those exercises was $1.5 million. All shares issued upon exercise of options during the six month period ended June 30, 2008 were issued out of treasury shares. The fair value of options that became vested during the six month period was $449,000.

A summary of the status of Southwest’s nonvested stock options as of June 30, 2008 and changes during the six month period then ended is presented below.

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	Shares			Weighted
	Issuable			Average
	Upon Exercise			Grant Date
	of Options			Fair Value
Nonvested Balance at December 31, 2007		178,100		$	4.56
Granted		5,000			3.71
Vested		(85,090	)		5.28
Forfeited		(900	)		2.12
Nonvested Balance at June 30, 2008		97,110		$	3.91

As of June 30, 2008, there was $108,000 of total unrecognized compensation expense related to stock option arrangements granted under the Stock Plans. This unrecognized expense is expected to be recognized during the next two years.

Restricted Stock

Restricted shares granted as of June 30, 2008 and 2007 were 52,192 and 32,978, respectively. For the six months ended June 30, 2008, Southwest recognized $88,000 in compensation expense, net of tax, related to all restricted shares outstanding; $64,000 in compensation expense, net of tax, was recorded in the first six months of 2007. As of June 30, 2008, there was $513,000 of total unrecognized compensation expense related to restricted shares granted under the Stock Plans. This unrecognized expense is expected to be recognized during the next three years.

The restricted stock grants vest one-third on the first, second and third anniversaries of the date of grant provided the director or employee remains a director or employee of Southwest or a subsidiary on those dates. The restrictions on the shares expire three years after the award date provided that all restrictions will end, and the awards will be fully vested, upon a change in control of Southwest or the permanent and total disability or death of the participant. Southwest will continue to recognize compensation expense over the restricted periods.

NOTE 10: TAXES ON INCOME

In accordance with FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, the balance of unrecognized tax benefits at June 30, 2008 was $2.4 million (net of federal benefit on state issues), that if recognized, would favorably affect the effective tax rate in any future periods.

Southwest recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. For the second quarter of the year, an additional $159,000 has been accrued in interest and penalties. Southwest had approximately $1.6 million accrued for interest and penalties at June 30, 2008.

Southwest and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, Southwest is no longer subject to U.S. federal or state tax examinations for years before 2003.

Southwest is currently under audit by the State of Oklahoma for the 2002 tax year. It is likely that the examination phase of the audit will conclude during the year, and it is possible that a reduction in the unrecognized tax benefits may occur; however, quantification of an estimated range cannot be made at this time.

NOTE 11: EARNINGS PER SHARE

Basic earnings per share is computed based upon net income divided by the weighted average number of shares outstanding during each period. Diluted earnings per share is computed based upon net income divided by the weighted average number of shares outstanding during each period adjusted for the effect of dilutive potential shares calculated using the treasury method. At June 30, 2008 and 2007, there were 472,942 and 134,765 antidilutive options to purchase common shares, respectively.

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The following is a reconciliation of the shares used in the calculations of basic and diluted earnings per share:

	For the three months				For the six months
	ended June 30,				ended June 30,
	2008		2007		2008		2007
Weighted average common shares outstanding		14,526,038		14,299,111		14,469,862		14,281,502
Effect of dilutive securities		154,224		345,752		174,250		361,930
For calculation of diluted earnings per share		14,680,262		14,644,863		14,644,112		14,643,432

NOTE 12: FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

In the normal course of business, Southwest makes use of a number of different financial instruments to help meet the financial needs of its customers. In accordance with generally accepted accounting principles, these transactions are not presented in the accompanying consolidated financial statements and are referred to as off-balance sheet instruments. These transactions and activities include commitments to extend lines of commercial and real estate mortgage credit, and standby and commercial letters of credit.

The following table provides a summary of Southwest’s off-balance sheet financial instruments:

	At		At
(Dollars in thousands)	June 30, 2008		December 31, 2007
Commitments to extend commercial and real estate mortgage credit	$	767,517	$	861,851
Standby and commercial letters of credit		11,066		18,580
Total	$	778,583	$	880,431

A loan commitment is a binding contract to lend up to a maximum amount for a specified period of time provided there is no violation of any financial, economic, or other terms of the contract. A standby letter of credit obligates Southwest to honor a financial commitment to a third party should Southwest’s customer fail to perform. Many loan commitments and most standby letters of credit expire unfunded, and, therefore, commitments do not necessarily represent future outstanding loans or payments. Loan commitments and letters of credit are made under normal credit terms, including interest rates and collateral prevailing at the time, and usually require the payment of a fee by the customer. Commercial letters of credit are commitments generally issued to finance the movement of goods between buyers and sellers. Southwest’s exposure to credit loss, assuming commitments are funded, in the event of nonperformance by the other party to the financial instrument is represented by the contractual amount of those instruments. Please see Note 6, “Allowance for Loans Losses and Reserve for Unfunded Loan Commitments”.

NOTE 13: OPERATING SEGMENTS

Southwest operates six principal segments: Oklahoma Banking, Texas Banking, Kansas Banking, Other States Banking, Secondary Market, and Other Operations. The Oklahoma Banking segment and the Texas Banking segment each consists of three operating units that provide lending and deposit services to customers in the states of Oklahoma and Texas, respectively. The Kansas Banking segment consists of two operating units that provide lending and deposit services to customers in the state of Kansas. The Other States Banking segment provides lending services to customers outside Oklahoma, Texas, and Kansas. The Secondary Market segment consists of two operating units: one that provides student lending services to post-secondary students in Oklahoma and several other states and the other that provides residential mortgage lending services to customers in Oklahoma, Texas, and Kansas. Other Operations includes Southwest’s fund management unit.

The primary purpose of the fund management unit is to manage Southwest’s overall liquidity needs and interest rate risk. Each segment borrows funds from and provides funds to the fund management unit as needed to support its operations. The value of funds provided and the cost of funds borrowed from the funds management unit by each segment are internally priced at rates that approximate market rates for funds with similar duration.

The Other Operations segment also includes SNB Investor Services, corporate investments, consulting subsidiaries, and nonbank cash machine operations; these operations are discussed more fully in the 2007 Annual Report.

Southwest identifies reportable segments by type of service provided and geographic location. Operating results are adjusted for borrowings, allocated service costs, and management fees.

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The accounting policies of each reportable segment are the same as those of Southwest. Expenses for consolidated back-office operations are allocated to operating segments based on estimated uses of those services. General overhead expenses such as executive administration, accounting, and internal audit are allocated based on the direct expense and/or deposit and loan volumes of the operating segment. Income tax expense for the operating segments is calculated at statutory rates. The Other Operations segment records the tax expense or benefit necessary to reconcile to the consolidated financial statements.

Capital is assigned to each of the segments using a risk-based capital pricing methodology that assigns capital ratios by asset, deposit, or revenue category based on Credit Risk, Interest Rate Risk, Market Risk, Operational Risk and Liquidity Risk. By including capital as a funding component, each operating segment’s performance is more accurately reported leaving fewer unallocated dollars in the fund management unit.

In the first quarter of 2008, Southwest changed its segment disclosures to report Texas, Kansas and Other States separately. Portfolio loans are allocated based upon the state of the borrower, or the location of the real estate in the case of real estate loans. Loans included in the “Other States Banking” segment are portfolio loans attributable to thirty-one states other than Oklahoma, Texas, or Kansas, and primarily consist of healthcare and commercial real estate credits. These out of state loans are administered by offices in Oklahoma, Texas, or Kansas. For comparability, the amounts for second quarter 2007 and for the six months ended June 30, 2007 have been restated using the same geographical allocation method.

The following table summarizes financial results by operating segment:

For the Three Months Ended June 30, 2008
	Oklahoma		Texas		Kansas			Other States		Secondary		Other			Total
(Dollars in thousands)	Banking		Banking		Banking			Banking		Market		Operations			Company
Net interest income	$	11,588	$	8,262	$	2,173		$	2,612	$	375	$	(2,726	)	$	22,284
Provision for loan losses		557		1,871		647			115		—		—			3,190
Noninterest income		1,895		378		76			26		743		841			3,959
Noninterest expenses		8,174		3,869		1,662			811		1,055		761			16,332
Income (loss) before taxes		4,752		2,900		(60	)		1,712		63		(2,646	)		6,721
Taxes on income		1,829		1,123		(20	)		684		23		(1,080	)		2,559
Net income (loss)	$	2,923	$	1,777	$	(40	)	$	1,028	$	40	$	(1,566	)	$	4,162

For the Three Months Ended June 30, 2007
	Oklahoma		Texas		Kansas		Other States			Secondary		Other			Total
(Dollars in thousands)	Banking		Banking		Banking		Banking			Market		Operations			Company
Net interest income	$	12,216	$	6,484	$	2,314	$	1,612		$	320	$	(334	)	$	22,612
Provision for loan losses		486		1,022		299		300			—		—			2,107
Noninterest income		3,777		317		173		4			834		320			5,425
Noninterest expenses		7,885		3,290		1,738		(216	)		800		1,311			14,808
Income (loss) before taxes		7,622		2,489		450		1,532			354		(1,325	)		11,122
Taxes on income		2,802		921		124		602			157		(325	)		4,281
Net income (loss)	$	4,820	$	1,568	$	326	$	930		$	197	$	(1,000	)	$	6,841

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For the Six Months Ended June 30, 2008
	Oklahoma		Texas		Kansas		Other States		Secondary			Other			Total
(Dollars in thousands)	Banking		Banking		Banking		Banking		Market			Operations			Company
Net interest income	$	22,959	$	16,300	$	5,065	$	4,678	$	742		$	(5,627	)	$	44,117
Provision for loan losses		2,168		2,163		1,023		72		—			—			5,426
Noninterest income		4,227		770		210		73		757			2,610			8,647
Noninterest expenses		16,208		8,086		3,574		1,423		1,717			1,154			32,162
Income (loss) before taxes		8,810		6,821		678		3,256		(218	)		(4,171	)		15,176
Taxes on income		3,384		2,638		260		1,259		(84	)		(1,651	)		5,806
Net income (loss)	$	5,426	$	4,183	$	418	$	1,997	$	(134	)	$	(2,520	)	$	9,370
Fixed asset expenditures	$	499	$	111	$	39	$	30	$	—		$	376		$	1,055
Total loans at period end		965,952		857,160		277,887		280,894		62,892			—			2,444,785
Total assets at period end		968,624		858,262		288,416		283,577		68,184			305,950			2,773,013
Total deposits at period end		1,364,339		149,154		139,097		—		2,121			556,290			2,211,001

For the Six Months Ended June 30, 2007
	Oklahoma		Texas		Kansas		Other States		Secondary		Other			Total
(Dollars in thousands)	Banking		Banking		Banking		Banking		Market		Operations			Company
Net interest income	$	24,371	$	12,586	$	4,464	$	3,290	$	1,203	$	(559	)	$	45,355
Provision for loan losses		1,182		2,044		442		300		—		—			3,968
Noninterest income		5,512		663		106		28		2,057		370			8,736
Noninterest expenses		14,122		6,051		3,201		1,085		1,741		5,439			31,639
Income (loss) before taxes		14,579		5,154		927		1,933		1,519		(5,628	)		18,484
Taxes on income		5,481		1,943		394		762		569		(2,006	)		7,143
Net income (loss)	$	9,098	$	3,211	$	533	$	1,171	$	950	$	(3,622	)	$	11,341
Fixed asset expenditures	$	717	$	173	$	241	$	—	$	57	$	349		$	1,537
Total loans at period end		804,890		567,132		198,229		199,277		73,011		—			1,842,539
Total assets at period end		809,109		568,657		198,088		202,640		79,506		338,005			2,196,005
Total deposits at period end		1,237,322		109,648		50,187		—		2,160		424,489			1,823,806

NOTE 14: ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

In December 2007, the Financial Accounting Standards Board revised Statement No. 141, Business Combinations (Revised 2007) (“SFAS No. 141(R)”). SFAS No. 141(R) replaces SFAS No. 141, Business Combinations, and applies to all transactions and other events in which one entity obtains control over one or more other businesses. SFAS No. 141(R) requires an acquirer, upon initially obtaining control of another entity, to recognize the assets, liabilities and any non-controlling interest in the acquiree at fair value as of the acquisition date. Contingent consideration is required to be recognized and measured at fair value on the date of acquisition rather than at a later date when the amount of that consideration may be determinable beyond a reasonable doubt. The fair value approach replaces the cost-allocation process required under SFAS No. 141 whereby the cost of an acquisition was allocated to the individual assets acquired and liabilities assumed based on their estimated fair value. SFAS No. 141(R) requires acquirers to expense acquisition-related costs as incurred rather than allocating such costs to the assets acquired and liabilities assumed, as was previously the case under SFAS No. 141. Pre-acquisition contingencies are to be recognized at fair value, unless it is a non-contractual contingency that is not likely to materialize, in which case, nothing should be recognized in purchase accounting and, instead, that contingency would be subject to the probable and estimable recognition criteria of SFAS No. 5, Accounting for Contingencies. SFAS No. 141(R) is expected to have an impact on Southwest’s accounting for future business combinations closing on or after January 1, 2009, if any.

In December 2007, the Financial Accounting Standards Board issued Statement No. 160, Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB Statement No. 51 “SFAS No. 160”). SFAS No. 160 amends Accounting Research Bulletin (ARB) No. 51, Consolidated Financial Statements, to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a

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noncontrolling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, SFAS No. 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS No. 160 is effective for Southwest on January 1, 2009 and is not expected to have a significant impact on Southwest’s financial statements.

In March 2008, the Financial Accounting Standards Board issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (“SFAS No. 161”). SFAS No. 161 requires entities to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, results of operations, and cash flows. SFAS No. 161 is effective for Southwest on January 1, 2009 and is not expected to have a significant impact on Southwest’s financial statements.

In May 2008, the Financial Accounting Standards Board issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.

NOTE 15: COMMITMENTS AND CONTINGENCIES

In the first quarter of 2007, Southwest recorded a charge of approximately $2.5 million representing cash due from certain ATMs owned by Cash Source, Inc. (“CSI”), a subsidiary of Stillwater National, that an armored transportation company failed to deliver. Stillwater National and CSI have filed legal actions against the armored transportation company, its owners, and others for the recovery of their funds and damages, have notified law enforcement and bank regulatory authorities and their insurers, and continue to pursue means of recovery. The 2008 financial statements reflect related legal expenses incurred by Southwest in the first six months of approximately $193,000 and approximately $785,000 during the year 2007 of which $500,000 was incurred in the first six months of 2007. Southwest continues to vigorously pursue its investigation and efforts to recover the missing cash or otherwise mitigate its damages. Southwest filed its proof of loss with the insurer on August 6, 2007, which the insurer denied in April 2008. Stillwater National and CSI are considering their response to the insurer’s denial.

NOTE 16: VISA USA SHARES

Stillwater National and other VISA USA member banks are obligated to share in costs resulting from litigation against VISA USA, including the costs of the November 9, 2007, settlement of an antitrust lawsuit brought by American Express and potential costs of certain other pending litigation. In the fourth quarter of 2007, Southwest recorded approximately $713,000 as its estimated share of the settlement and other pending litigation expenses relating to these obligations. In March 2008, Visa, Inc. (Visa) completed an initial public offering. This transaction allowed Visa to place part of the cash proceeds into an escrow account that will be utilized to pay litigation and settlement expenses. Southwest’s portion of this escrow is approximately $566,000, which is reflected in the first quarter 2008 financial statements as a reduction in general and administrative expense and in the related payable established in the fourth quarter 2007. These amounts are an estimate and further adjustments may be required.

As a result of Visa’s public offering, Stillwater National recorded a gain of $1.2 million before tax expense for the redemption for cash of 29,212 shares of VISA USA shares owned by Stillwater National carried at a zero dollar basis. Stillwater National owns an additional 46,348 shares of Class B Visa stock carried at a zero dollar basis. These remaining shares will be held in escrow by Visa until the later of the third anniversary of the public offering date or the final resolution of the litigation discussed above.

NOTE 17: SUBSEQUENT EVENT

On July 2, 2008, Southwest’s subsidiary, Southwest Capital Trust II, a statutory trust formed under the laws of the State of Delaware (the “Trust”) sold and issued $30.0 million aggregate liquidation amount of 10.50% Trust Preferred Securities

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representing preferred beneficial interests in the Trust (the “Trust Preferred Securities”) in a firm commitment underwritten public offering. On July 11, 2008, the Trust sold and issued an additional $4.5 million in Trust Preferred Securities following exercise in full by the underwriters of their option to cover over-allotments.

Each Trust Preferred Security pays cash distributions at the annual rate of 10.50% of the stated liquidation amount of $25.00 per security. The stated liquidation amount will be distributed to the holders on September 15, 2038, unless earlier redeemed. The Trust invested the proceeds from the sale of Trust Preferred Securities in Southwest’s 10.50% Junior Subordinated Debentures due 2038. Southwest intends to use the net proceeds of the Trust Preferred Securities to further capitalize Southwest’s bank subsidiaries in order to support growth and for general corporate purposes.

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SOUTHWEST BANCORP, INC.
Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Forward-Looking Statements. This management’s discussion and analysis of financial condition and results of operations, the notes to Southwest’s unaudited consolidated financial statements, and other portions of this report include forward-looking statements such as: statements of Southwest’s goals, intentions, and expectations; estimates of risks and of future costs and benefits; expectations regarding future financial performance of Southwest and its operating segments; assessments of loan quality, probable loan losses, and the amount and timing of loan growth, performing and problem loan payoffs and loan losses; liquidity, contractual obligations, off-balance sheet risk, and market or interest rate risk; and statements of Southwest’s ability to achieve financial and other goals. These forward-looking statements are subject to significant uncertainties because they are based upon: the amount and timing of future changes in interest rates, market behavior, and other economic conditions; future laws, regulations, and accounting principles; and a variety of other matters. These other matters, include, among other things, the direct and indirect effects of the recent subprime and consumer lending issues on interest rates, credit quality, loan demand, liquidity, and monetary and supervisory policies of banking regulators. Because of these uncertainties, the actual future results may be materially different from the results indicated by these forward-looking statements. In addition, Southwest’s past growth and performance do not necessarily indicate its future results.

Management’s discussion and analysis of Southwest’s consolidated financial condition and results of operations should be read in conjunction with Southwest’s unaudited consolidated financial statements and the accompanying notes.

GENERAL

Southwest Bancorp, Inc. (“Southwest”) is a financial holding company for Stillwater National Bank and Trust Company (“Stillwater National”), SNB Bank of Wichita (“SNB Wichita”), Bank of Kansas (“SNB Kansas”), Healthcare Strategic Support, Inc. (“HSSI”), and Business Consulting Group, Inc. (“BCG”). Through its subsidiaries, Southwest offers commercial and consumer lending, deposit and investment services, and specialized cash management, consulting and other financial services from offices in Oklahoma City, Stillwater, Tulsa, and Chickasha, Oklahoma; Austin, Dallas, Houston, San Antonio, and Tilden, Texas; and Hutchinson, South Hutchinson, Kansas City, and Wichita, Kansas; and on the Internet, through SNB DirectBanker®.

Southwest was organized in 1981 as the holding company for Stillwater National, which was chartered in 1894. Southwest has established and pursued a strategy of independent operation for the benefit of all of its shareholders. Southwest became a public company in late 1993 with assets of approximately $434 million. At June 30, 2008, Southwest had total assets of $2.8 billion, deposits of $2.2 billion, and shareholders’ equity of $224.9 million.

Southwest’s banking philosophy has led to the development of a line of deposit, lending, and other financial products that respond to professional and commercial customer needs for speed, efficiency, and information, and complement more traditional banking products. Such specialized financial services include integrated document imaging and cash management services designed to help our customers in the healthcare industry and other record-intensive enterprises operate more efficiently, and management consulting services through Southwest’s management consulting subsidiaries: HSSI, which serves physicians, hospitals, and healthcare groups, and BCG, which serves small and large commercial enterprises. Information regarding Southwest is available on line at www.oksb.com. Information regarding the products and services of Southwest’s financial institution subsidiaries is available on line at www.banksnb.com, www.snbwichita.com, and www.bankofkansas.com. The information on these websites is not a part of this report on form 10-Q.

Southwest’s strategic focus includes expansion in carefully selected geographic markets. This geographic expansion is based on identification of markets with concentrations of customers in Southwest’s traditional areas of expertise (healthcare and health professionals, businesses and their managers and owners, and commercial and commercial real estate lending) and makes use of traditional and specialized financial services.

Southwest’s expansion outside Oklahoma began in 2002. At June 30, 2008, the Texas Banking segment accounted for $857.2 million in loans, the Kansas Banking segment accounted for $277.9 million in loans and the Other States Banking Segment accounted for $280.9 million in loans. In total, these offices accounted for 59% of portfolio loans and 58% of total loans, which include loans held for sale. During the first six months of 2008, these segments produced $6.6 million in net income (70% of the consolidated total), $146.5 million in loan growth, and $148.0 million in asset growth.

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The Oklahoma Banking segment accounted for $5.4 million, or 58%, of consolidated year-to-date net income. Outstanding loans in the Oklahoma Banking Segment totaled $966.0 million at quarter end and increased by $89.9 million, or 10%, from December 31, 2007.

Southwest offers products to the student and residential mortgage lending markets. These operations comprise the Secondary Market business segment. During the first six months of 2008, this segment incurred a net loss of $134,000 as a result of decreased noninterest income and reduced margin. Secondary Market loans and assets decreased slightly during the first six months of the year, and were down significantly from June 30, 2007, as a result of a reduction in student loans. Southwest engages in residential mortgage lending, but residential mortgages have not been a significant element of Southwest’s strategy. Please see “Financial Condition: Loans” below for additional information.

For additional information on Southwest’s operating segments, please see Note 13, “Operating Segments”, in the Notes to Unaudited Consolidated Financial Statements. The total of net income of the segments discussed above does not equal consolidated net income for the first six months of 2008 due to losses from the Secondary Market segment and the Other Operations segment, which provides funding and liquidity services to the rest of the organization.

FINANCIAL CONDITION

Total Assets and Investment Securities

Southwest’s total assets were $2.8 billion at June 30, 2008, and $2.2 billion at June 30, 2007.

Southwest’s investment security portfolio decreased $22.2 million, or 9%, from $256.3 million at December 31, 2007, to $234.1 million at June 30, 2008. The decrease is primarily the result of a $108.8 million (57%) decrease in U.S. government and agency securities, resulting from increased early redemption of callable agency securities in reaction to a significant decline in market interest rates, offset in part by a $84.1 million (219%) increase in mortgage backed securities, and a $2.5 million (27%) increase in tax-exempt securities during the first six months of 2008.

Loans

Total loans, including loans held for sale, were $2.4 billion at June 30, 2008, an 11% increase from $2.2 billion at December 31, 2007. Commercial real estate mortgage, one-to-four family residential mortgage, commercial, and other consumer loans increased, while real estate construction and student loans decreased.

The following table presents the trends in the composition of the loan portfolio at the dates indicated:

	June 30,		December 31,
(Dollars in thousands)	2008		2007		$ Change			% Change
Real estate mortgage
Commercial	$	991,679	$	750,047	$	241,632			32.22	%
One-to-four family residential		118,056		111,085		6,971			6.28
Real estate construction		666,756		724,929		(58,173	)		(8.02	)
Commercial		566,830		521,501		45,329			8.69
Installment and consumer
Student loans		57,413		61,555		(4,142	)		(6.73	)
Other		44,051		42,715		1,336			3.13
Total loans	$	2,444,785	$	2,211,832	$	232,953

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The composition of loans held for sale and reconciliation to total loans is shown in the following table.

	June 30,		December 31,
(Dollars in thousands)	2008		2007		$ Change			% Change
Loans held for sale:
Student loans	$	57,413	$	61,555	$	(4,142	)		(6.73	)%
One-to-four family residential		4,283		3,442		841			24.43
Other loans held for sale		1,196		1,278		(82	)		(6.42	)
Total loans held for sale		62,892		66,275		(3,383	)
Portfolio loans		2,381,893		2,145,557		236,336			11.02
Total loans	$	2,444,785	$	2,211,832	$	232,953

Subprime and indirect lending have never been a part of Southwest’s business strategy and its exposure to subprime and indirect loans and subprime lenders is minimal. One-to-four family mortgages account for less than 5% of total loans and one-to-four family construction loans account for less than 4% of total loans. Southwest monitors credits to verify the exposure to indirect subprime lending on an ongoing basis.

Management determines the appropriate level of the allowance for loan losses. (See Note 6: “Allowance for Loan Losses and Reserve for Unfunded Loan Commitments”, in the Notes to Unaudited Consolidated Financial Statements.) At June 30, 2008, the allowance for loan losses was $31.3 million, an increase of $1.8 million, or 6%, from the allowance for loan losses at December 31, 2007. This change is a result of growth in performing commercial and commercial real estate loans and an increase in potential problem loans offset in part by decreases in the allowance related to impaired loans. The allowance was 1.32% and 1.38% of total portfolio loans at June 30, 2008 and December 31, 2007, respectively. Management believes the amount of the allowance is appropriate. Changes in the amount of the allowance resulted from the application of that methodology, which is designed to estimate inherent losses on total loans in the portfolio, including those on nonperforming loans.

At June 30, 2008, the allowance for loan losses was $31.3 million, or 97.63% of nonperforming loans, compared to $29.6 million, or 100.04% of nonperforming loans, at December 31, 2007. (See “Results of Operations-Provision for Loan Losses.”)

Performing loans considered potential problem loans (loans that are not included in the past due, nonaccrual or restructured categories, but for which known information about possible credit problems cause management to have concerns as to the ability of the borrowers to comply with the present loan repayment terms and which may become problems in the future) amounted to approximately $71.1 million at June 30, 2008, compared to $61.6 million at December 31, 2007. Loans may be monitored by management and reported as potential problem loans for an extended period of time during which management continues to be uncertain as to the ability of certain borrowers to comply with the present loan repayment terms. These loans are subject to continuing management attention and are considered by management in determining the level of the allowance for loan losses.

At June 30, 2008, the reserve for unfunded loan commitments was $3.2 million, a $159,000, or 5%, increase from the amount at December 31, 2007. This change is due to an increase in commitments related to potential problem loans.

Deposits and Other Borrowings

Southwest’s deposits were $2.2 billion at June 30, 2008 and $2.1 billion at December 31, 2007. Increases occurred in all deposit accounts.

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The following table presents the trends in the composition of deposits at the dates indicated:

	June 30,		December 31,
(Dollars in thousands)	2008		2007		$ Change		% Change
Noninterest-bearing demand	$	299,699	$	257,067	$	42,632		16.58	%
Interest-bearing demand		81,415		63,323		18,092		28.57
Money market accounts		548,099		541,950		6,149		1.13
Savings accounts		13,809		13,032		777		5.96
Time deposits of $100,000 or more		740,174		690,985		49,189		7.12
Other time deposits		527,805		492,222		35,583		7.23
Total deposits	$	2,211,001	$	2,058,579	$	152,422

Stillwater National has substantial unused borrowing availability in the form of unsecured brokered certificate of deposits from Merrill Lynch & Co., Citigroup Global Markets, Inc., Wachovia Securities LLC, UBS Financial Services, Inc., RBC Dain Rauscher, and Morgan Stanley & Co., Inc., in connection with its retail certificate of deposit program. At June 30, 2008, $359.2 million in these retail certificates of deposit were included in time deposits of $100,000 or more, an increase of $24.2 million, or 7%, from year-end 2007.

Included in time deposits of $100,000 or more in the above table, Stillwater National has brokered certificates of deposit totaling $602,000 as of June 30, 2008.

In addition, Stillwater National has brokered certificates of deposit issued in amounts under $100,000 totaling $10.8 million and $681,000 as of June 30, 2008, and December 31, 2007, respectively, included in other time deposits in the above table.

Other borrowings increased $47.3 million, or 22%, to $265.6 million during the first six months of 2008. The increase reflects the changes in the need for funding based on loan and deposit activities for the period.

Shareholders’ Equity

Shareholders’ equity increased $7.3 million, or 3%, due primarily to earnings of $9.4 million for the first six months of 2008, offset by dividends declared totaling $2.8 million. Issuance of common stock through the dividend reinvestment plan, the employee stock purchase plan, and share based compensation plans, including tax benefits realized, contributed an additional $2.4 million to shareholders’ equity in the first six months of 2008. Net unrealized holding gains and losses on available for sale investment securities (net of tax) decreased to a loss of $1.3 million at June 30, 2008, compared to a gain of $408,000 at December 31, 2007.

At June 30, 2008, Southwest, Stillwater National, SNB Wichita, and SNB Kansas continued to exceed all applicable regulatory capital requirements. See “Capital Resources” on page 34.

RESULTS OF OPERATIONS

FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2008 and 2007

Net income for the second quarter of 2008 of $4.2 million represented a decrease of $2.7 million, or 39%, from the $6.8 million earned in the second quarter of 2007. Diluted earnings per share were $0.28 compared to $0.47, a 40% decrease. The decrease in quarterly net income was the result of a $328,000, or 1%, decrease in net interest income, a $1.1 million, or 51%, increase in the provision for loans losses, a $1.5 million, or 27%, decrease in noninterest income and a $1.5 million, or 10%, increase in noninterest expense offset by a $1.7 million, or 40%, decrease in income taxes.

The $328,000 decrease in net interest income for the quarter was primarily due to the effects of decreased loan yields, which more than offset the favorable effects of increased loan volume. Provisions for loan losses are booked in the amounts necessary to increase the allowance for loan losses to an appropriate level at period end after charge-offs for the period. The necessary provision for second quarter of 2008 was $1.1 million more than the provision required for second quarter of 2007. (See Note 6: “Allowance for Loan Losses and Unfunded Loan Commitments”, in the Notes to Unaudited Consolidated Financial Statements.)

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The decrease in noninterest income was mainly the result of lower gains on securities of $1.9 million offset in part by increased service charges and fees of $506,000. The increase in noninterest expense consists of a $498,000 increase in salaries and employee benefits, a $381,000 increase in FDIC and other insurance, a $329,000 increase in other general and administrative expense, a $238,000 increase in other real estate expense, and a $214,000 increase in occupancy expense, offset by a $136,000 decrease in the provision for unfunded loan commitments.

On an operating segment basis, the decrease in net income was the result of a $1.9 million reduction in net income from the Oklahoma Banking segment, a $566,000 increased loss from the Other Operations segment, a $366,000 reduction in net income from the Kansas Banking segment, and a $157,000 reduction in net income from the Secondary Market segment, offset by a $209,000 increase from the Texas Banking segment and a $98,000 increase from the Other States Banking segment.

Net Interest Income

	For the three months
	ended June 30,
(Dollars in thousands)	2008		2007		$ Change			% Change
Interest income:
Loans	$	37,485	$	39,578	$	(2,093	)		(5.29	)%
Investment securities:
U.S. government and agency obligations		747		2,142		(1,395	)		(65.13	)
Mortgage-backed securities		1,407		334		1,073			321.26
State and political subdivisions		100		49		51			104.08
Other securities		172		322		(150	)		(46.58	)
Other interest-earning assets		20		115		(95	)		(82.61	)
Total interest income		39,931		42,540		(2,609	)		(6.13	)
Interest expense:
Interest-bearing demand deposits		166		98		68			69.39
Money market accounts		3,062		4,743		(1,681	)		(35.44	)
Savings accounts		19		21		(2	)		(9.52	)
Time deposits of $100,000 or more		7,051		7,781		(730	)		(9.38	)
Other time deposits		4,809		5,250		(441	)		(8.40	)
Other borrowings		1,887		1,089		798			73.28
Subordinated debentures		653		946		(293	)		(30.97	)
Total interest expense		17,647		19,928		(2,281	)		(11.45	)
Net interest income	$	22,284	$	22,612	$	(328	)		(1.45	)%

Net interest income is the difference between the interest income Southwest earns on its loans, investments, and other interest-earning assets, and the interest paid on interest-bearing liabilities, such as deposits and borrowings. Because different types of assets owned and liabilities issued by Southwest may react differently, and at different times, to changes in market interest rates, net interest income is affected by changes in market interest rates. When interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could reduce net interest income. Similarly, when interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a period, an increase of market rates of interest could reduce net interest income.

Yields on Southwest’s interest-earning assets decreased 214 basis points, while the rates paid on Southwest’s interest-bearing liabilities decreased only 152 basis points, resulting in a decrease in the interest rate spread to 2.84% for the second quarter of 2008 from 3.46% for the second quarter of 2007. During the same periods, annualized net interest margin was 3.38% and 4.36%, respectively, and the ratio of average interest-earning assets to average interest-bearing liabilities decreased to 120.33% from 123.48%.

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The decrease in interest income was the result of a decrease in the yield earned on interest-earning assets, which was offset in part by the effects of a $569.2 million, or 27%, increase in average interest-earning assets. Southwest’s average loans increased $619.0 million, or 34%; however, the related yield decreased to 6.25% for the second quarter of 2008 from 8.84% in 2007. During the same period, average investment securities decreased $43.8 million, or 16%, and the related yield increased slightly to 4.19% from 4.13% in 2007.

The decrease in total interest expense can be attributed to the decrease in rates paid on interest-bearing liabilities, offset in part by a $517.1 million, or 31%, increase in average interest-bearing liabilities.

UNAUDITED RATE VOLUME TABLE

The following table analyzes changes in interest income and interest expense of Southwest for the periods indicated. For each category of interest-earning asset and interest-bearing liability, information is provided on changes attributable to: (i) changes in volume (changes in volume multiplied by the prior period’s rate); and (ii) changes in rates (changes in rate multiplied by the prior period’s volume). Changes in rate-volume (changes in rate multiplied by the changes in volume) are allocated between changes in rate and changes in volume in proportion to the relative contribution of each.

	For the three months ended June 30,
(Dollars in thousands)	2008 vs. 2007
	Increase			Due to Change
	Or			In Average:
	(Decrease)			Volume			Rate
Interest earned on:
Loans receivable (1)	$	(2,093	)	$	11,475		$	(13,568	)
Investment securities		(421	)		(456	)		35
Other interest-earning assets		(95	)		(52	)		(43	)
Total interest income		(2,609	)		10,076			(12,685	)
Interest paid on:
Interest-bearing demand		68			27			41
Money market accounts		(1,681	)		1,136			(2,817	)
Savings accounts		(2	)		4			(6	)
Time deposits		(1,171	)		2,068			(3,239	)
Other borrowings		798			1,416			(618	)
Subordinated debentures		(293	)		—			(293	)
Total interest expense		(2,281	)		5,161			(7,450	)
Net interest income	$	(328	)	$	4,915		$	(5,235	)

(1) Average balances include nonaccrual loans. Fees included in interest income on loans receivable are not considered material . Interest on tax-exempt loans and securities is not shown on a tax-equivalent basis beacause it is not considered material.

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UNAUDITED AVERAGE BALANCES, YIELDS AND RATES

The following table sets forth average interest-earning assets and interest-bearing liabilities and the average yields and rates thereon for the periods indicated.

	For the three months ended June 30,
(Dollars in thousands)	2008								2007
	Average					Average			Average					Average
	Balance			Interest		Yield/Rate			Balance			Interest		Yield/Rate
Assets
Total loans	$	2,414,012		$	37,485		6.25	%	$	1,795,028		$	39,578		8.84	%
Investment securities		232,805			2,426		4.19			276,610			2,847		4.13
Other interest-earning assets		3,406			20		2.36			9,354			115		4.93
Total interest-earning assets		2,650,223			39,931		6.06			2,080,992			42,540		8.20
Other assets		66,681								66,614
Total assets	$	2,716,904							$	2,147,606
Liabilities and shareholders’ equity
Interest-bearing demand deposits	$	79,273		$	166		0.84	%	$	63,947		$	98		0.61	%
Money market accounts		548,020			3,062		2.25			423,484			4,743		4.49
Savings accounts		13,586			19		0.56			10,993			21		0.77
Time deposits		1,230,327			11,860		3.88			1,045,334			13,031		5.00
Total interest-bearing deposits		1,871,206			15,107		3.25			1,543,758			17,893		4.65
Other borrowings		284,828			1,887		2.66			95,143			1,089		4.59
Subordinated debentures		46,393			653		5.63			46,393			946		8.14
Total interest-bearing liabilities		2,202,427			17,647		3.22			1,685,294			19,928		4.74
Noninterest-bearing demand deposits		267,026								236,835
Other liabilities		20,687								18,483
Shareholders’ equity		226,764								206,994
Total liabilities and shareholders’ equity	$	2,716,904							$	2,147,606
Interest rate spread				$	22,284		2.84	%				$	22,612		3.46	%
Net interest margin (1)							3.38	%							4.36	%
Ratio of average interest-earning assets to average interest-bearing liabilities		120.33	%							123.48	%

(1) Net interest margin = annualized net interest income / average interest-earning assets

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Noninterest Income

	For the three months
	ended June 30,
(Dollars in thousands)	2008		2007		$ Change			% Change
Noninterest income:
ATM service charges	$	353	$	302	$	51			16.89	%
Other service charges		2,031		1,593		438			27.50
Other fees		428		411		17			4.14
Other noninterest income		541		400		141			35.25
Gain on sales of loans:
Student loan sales		284		197		87			44.16
Mortgage loan sales		257		602		(345	)		(57.31	)
All other loan sales		62		1		61		NA
Gain on investment securities		3		1,919		(1,916	)		(99.84	)
Total noninterest income	$	3,959	$	5,425	$	(1,466	)		(27.02	)%

The increase in other service charges is the result of increases in commercial account service charges due to a reduction in earnings credits on balances caused by decreases in interest rates, while the increase in other noninterest income is primarily the result of increased consulting income offset in part by increased losses incurred on the sale of fixed assets.

Gain on sales of loans is a reflection of the activity in the student, mortgage and commercial lending areas discussed elsewhere in this report.

The decreased gain on investment securities is the result of recording a $1.9 million gain due to the sale of shares of common stock of a public corporation in the second quarter of 2007.

Noninterest Expense

	For the three months
	ended June 30,
(Dollars in thousands)	2008		2007			$ Change			% Change
Noninterest expense:
Salaries and employee benefits	$	8,856	$	8,358		$	498			5.96	%
Occupancy		2,602		2,388			214			8.96
FDIC and other insurance		521		140			381			272.14
Other real estate (net)		197		(41	)		238			580.49
Unfunded loan commitment reserve		15		151			(136	)		(90.07	)
Other general and administrative		4,141		3,812			329			8.63
Total noninterest expense	$	16,332	$	14,808		$	1,524			10.29	%

Salaries and employee benefits increased $498,000 primarily as a result of annual compensation increases and an increase in the number of employees. The number of full-time equivalent employees for the quarter decreased from 467 at the beginning of the quarter to 463 as of June 30, 2008. For the second quarter of 2007, the number of full-time equivalent employees for the quarter increased from 443 at the beginning of the quarter to 457 as of June 30, 2007.

Effective in 2007, under the Deposit Insurance Reform Act of 2005, depository institutions in all risk categories must pay FDIC insurance premiums. In conjunction with the premiums paid in 2007, Southwest utilized an assessment credit to substantially offset the FDIC insurance premiums. Current quarterly premiums are approximately $355,000.

Current period other general and administrative expenses includes increased charitable contributions of $340,000, increased marketing fees of $98,000, increased fees to governmental guarantee agencies of $74,000, and increased travel expenses of $41,000, offset in part by decreased supplies and printing fees of $140,000 and decreased consulting fees of $100,000.

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FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2008 AND 2007

Net income for the six months ended June 30, 2008 of $9.4 million represented a decrease of $1.9 million, or 17%, from the $11.3 million earned in for the six months ended June 30, 2007. Diluted earnings per share were $0.64 compared to $0.77, a 17% decrease. The decline in net income was primarily the result of a $1.2 million, or 3%, decrease in net interest income, a $1.4 million, or 37%, increase in the provision for loan losses, and a $523,000, or 2%, increase in noninterest expense offset in part by a $1.3 million, or 19%, decrease in income taxes.

The $1.2 million decrease in net interest income was primarily due to the effects of decreased loan yields, which more than offset the favorable effects of increased loan volume. Provisions for loan losses are booked in the amounts necessary to increase the allowance for loan losses to an appropriate level at period end after charge-offs for the period. The necessary provision for 2008 was $1.4 million more than the provision required for 2007. (See Note 6: “Allowance for Loan Losses and Unfunded Loan Commitments”, in the Notes to Unaudited Consolidated Financial Statements.)

On an operating segment basis, the decrease in net income was the result of a $3.7 million decrease from the Oklahoma Banking segment, a $1.1 million decrease from the Secondary Market segment, and a $115,000 decrease from the Kansas Banking Segment offset by a $1.1 reduction in the loss from the Other Operations segment, a $972,000 increase from the Texas Banking segment, and an $826,000 increase from the Other States Banking segment.

Net Interest Income

	For the six months
	ended June 30,
(Dollars in thousands)	2008		2007		$ Change			% Change
Interest income:
Loans	$	78,095	$	79,864	$	(1,769	)		(2.22	)%
Investment securities:
U.S. government and agency obligations		1,915		4,280		(2,365	)		(55.26	)
Mortgage-backed securities		2,344		626		1,718			274.44
State and political subdivisions		190		92		98			106.52
Other securities		313		528		(215	)		(40.72	)
Other interest-earning assets		48		180		(132	)		(73.33	)
Total interest income		82,905		85,570		(2,665	)		(3.11	)
Interest expense:
Interest-bearing demand deposits		307		179		128			71.51
Money market accounts		7,590		8,705		(1,115	)		(12.81	)
Savings accounts		41		41		—			—
Time deposits of $100,000 or more		14,916		15,913		(997	)		(6.27	)
Other time deposits		10,507		10,278		229			2.23
Other borrowings		3,916		3,220		696			21.61
Subordinated debentures		1,511		1,879		(368	)		(19.58	)
Total interest expense		38,788		40,215		(1,427	)		(3.55	)
Net interest income	$	44,117	$	45,355	$	(1,238	)		(2.73	)%

Net interest income is the difference between the interest income Southwest earns on its loans, investments, and other interest-earning assets, and the interest paid on interest-bearing liabilities, such as deposits and borrowings. Because different types of assets owned and liabilities issued by Southwest may react differently, and at different times, to changes in market interest rates, net interest income is affected by changes in market interest rates. When interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could reduce net interest income. Similarly, when interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a period, an increase of market rates of interest could reduce net interest income.

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Yields on Southwest’s interest-earning assets decreased 179 basis points, while the rates paid on Southwest’s interest-bearing liabilities decreased only 113 basis points, resulting in a decrease in the interest rate spread to 2.82% for the first six months of 2008 from 3.48% for the first six months of 2007. During the same periods, annualized net interest margin was 3.42% and 4.35%, respectively, and the ratio of average interest-earning assets to average interest-bearing liabilities decreased to 120.00% from 122.65%.

The decrease in interest income was the result of a decrease in the yield earned on interest-earning assets, which was offset in part by the effects of a $494.8 million, or 24%, increase in average interest-earning assets. Southwest’s average loans increased $538.7 million, or 30%; however, the related yield decreased to 6.66% for the first six months of 2008 from 8.85% in 2007. During the same period, average investment securities decreased $39.7 million, or 14%, and the related yield increased slightly to 4.08% from 4.06% in 2007.

The decrease in total interest expense can be attributed to the decrease in the rates paid on interest-bearing liabilities, offset in part by a $450.1 million, or 26%, increase in average interest-bearing liabilities.

UNAUDITED RATE VOLUME TABLE

The following table analyzes changes in interest income and interest expense of Southwest for the periods indicated. For each category of interest-earning asset and interest-bearing liability, information is provided on changes attributable to: (i) changes in volume (changes in volume multiplied by the prior period’s rate); and (ii) changes in rates (changes in rate multiplied by the prior period’s volume). Changes in rate-volume (changes in rate multiplied by the changes in volume) are allocated between changes in rate and changes in volume in proportion to the relative contribution of each.

		For the six months ended June 30,
(Dollars in thousands)	2008 vs. 2007
		Increase			Due to Change
		Or			In Average:
		(Decrease)			Volume			Rate
Interest earned on:
Loans receivable (1)		$	(1,769	)	$	20,459		$	(22,228	)
Investment securities			(764	)		(805	)		41
Other interest-earning assets			(132	)		(80	)		(52	)
Total interest income			(2,665	)		17,871			(20,536	)
Interest paid on:
Interest-bearing demand			128			45			83
Money market accounts			(1,115	)		2,664			(3,779	)
Savings accounts			—			8			(8	)
Time deposits			(768	)		3,571			(4,339	)
Other borrowings			696			2,215			(1,519	)
Subordinated debentures			(368	)		—			(368	)
Total interest expense			(1,427	)		9,260			(10,698	)
Net interest income		$	(1,238	)	$	8,611		$	(9,838	)

(1) Average balances include nonaccrual loans. Fees included in interest income on loans receivable are not considered material . Interest on tax-exempt loans and securities is not shown on a tax-equivalent basis beacause it is not considered material.

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UNAUDITED AVERAGE BALANCES, YIELDS AND RATES

The following table sets forth average interest-earning assets and interest-bearing liabilities and the average yields and rates thereon for the periods indicated.

	For the six months ended June 30,
(Dollars in thousands)	2008								2007
	Average					Average			Average					Average
	Balance			Interest		Yield/Rate			Balance			Interest		Yield/Rate
Assets
Total loans	$	2,359,489		$	78,095		6.66	%	$	1,820,792		$	79,864		8.85	%
Investment securities		234,678			4,762		4.08			274,387			5,526		4.06
Other interest-earning assets		3,084			48		3.13			7,293			180		4.98
Total interest-earning assets		2,597,251			82,905		6.42			2,102,472			85,570		8.21
Other assets		69,885								74,130
Total assets	$	2,667,136							$	2,176,602
Liabilities and shareholders’ equity
Interest-bearing demand deposits	$	76,003		$	307		0.81	%	$	62,215		$	179		0.58	%
Money market accounts		547,027			7,590		2.79			397,634			8,705		4.41
Savings accounts		13,525			41		0.61			11,049			41		0.75
Time deposits		1,219,554			25,423		4.19			1,061,794			26,191		4.97
Total interest-bearing deposits		1,856,109			33,361		3.61			1,532,692			35,116		4.62
Other borrowings		261,819			3,916		3.01			135,107			3,220		4.81
Subordinated debentures		46,393			1,511		6.51			46,393			1,879		8.10
Total interest-bearing liabilities		2,164,321			38,788		3.60			1,714,192			40,215		4.73
Noninterest-bearing demand deposits		257,133								237,679
Other liabilities		21,181								20,271
Shareholders’ equity		224,501								204,460
Total liabilities and shareholders’ equity	$	2,667,136							$	2,176,602
Interest rate spread				$	44,117		2.82	%				$	45,355		3.48	%
Net interest margin (1)							3.42	%							4.35	%
Ratio of average interest-earning assets to average interest-bearing liabilities		120.00	%							122.65	%

(1) Net interest margin = annualized net interest income / average interest-earning assets

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Noninterest Income

	For the six months
	ended June 30,
(Dollars in thousands)	2008		2007		$ Change			% Change
Noninterest income:
ATM service charges	$	706	$	620	$	86			13.87	%
Other service charges		3,916		3,102		814			26.24
Other fees		647		819		(172	)		(21.00	)
Other noninterest income		687		716		(29	)		(4.05	)
Gain on sales of loans:
Student loan sales		582		1,558		(976	)		(62.64	)
Mortgage loan sales		450		357		93			26.05
All other loan sales		411		93		318			341.94
Gain on investment securities		1,248		1,471		(223	)		(15.16	)
Total noninterest income	$	8,647	$	8,736	$	(89	)		(1.02	)%

The increase in other service charges is the result of increases in commercial account service charges due to a reduction in earnings credits on balances caused by decreases in interest rates, while the decrease in other fees is the result of a $260,000 impairment charge on loan servicing rights recognized during the first quarter offset in part by $114,000 in increased brokerage fees.

Gain on sales of loans is a reflection of the activity in the student, mortgage and commercial lending areas discussed elsewhere in this report.

Gain on investment securities includes a $1.2 million gain due to the redemption of certain VISA USA common shares during the first quarter of 2008. During the second quarter of 2007, Southwest recorded a securities gain of $1.9 million due to the sale of 1,500,000 shares of common stock of a public corporation, offset by a securities loss of $448,000 which occurred in the first quarter of 2007 due to the other than temporary impairment of certain equity securities of one issuer.

Noninterest Expense

	For the six months
	ended June 30,
(Dollars in thousands)	2008		2007			$ Change			% Change
Noninterest expense:
Salaries and employee benefits	$	18,078	$	16,483		$	1,595			9.68	%
Occupancy		5,060		4,791			269			5.61
FDIC and other insurance		974		263			711			270.34
Other real estate (net)		207		(110	)		317			288.18
Unfunded loan commitment reserve		160		86			74			86.05
Other general and administrative		7,683		10,126			(2,443	)		(24.13	)
Total noninterest expense	$	32,162	$	31,639		$	523			1.65	%

Salaries and employee benefits increased $1.6 million primarily as a result of annual compensation increases, an increase in the number of employees, and a $270,000 increase in accrued bonus expense. The number of full-time equivalent employees for the first six months decreased from 489 at the beginning of the year to 463 as of June 30, 2008. For the first six months of 2007, the number of full-time equivalent employees increased from 429 at the beginning of the year to 457 as of June 30, 2007.

Effective in 2007, under the Deposit Insurance Reform Act of 2005, depository institutions in all risk categories must pay FDIC insurance premiums. In conjunction with the premiums paid in 2007, Southwest utilized an assessment credit to substantially offset the FDIC insurance premiums. Year-to-date premiums are approximately $712,000.

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Year-to-date other general and administrative expenses includes increased charitable contributions of $332,000, increased marketing fees of $157,000, increased accounting fees of $109,000, and increased intangible amortization expense of $132,000, offset in part by the $566,000 reversal of prior year’s Visa litigation accrual. The net decrease in general and administrative expenses is the result of the $2.5 million cash receivable write-off and the $300,000 in related legal expenses that occurred in first quarter 2007. (See Note 15: “Commitments and Contingencies” in the Notes to Unaudited Consolidated Financial Statements.)

Provisions for Loan Losses and for Unfunded Loan Commitments

Southwest makes provisions for loan losses in amounts necessary to maintain the allowance for loan losses and the reserve for unfunded loan commitments at the levels Southwest determines are appropriate. (See Note 6: “Allowance for Loan Losses and Reserve for Unfunded Loan Commitments”, in the Notes to Unaudited Consolidated Financial Statements.)

The allowance for loan losses of $31.3 million increased $1.8 million, or 6%, from year-end 2007. A provision for loan losses of $5.4 million was recorded in the first six months of 2008, an increase of $1.4 million, or 37%, from the first six months of 2007. The increase in the provision for loan losses was the result of the calculations of the appropriate allowance at each period end. This change in the period end allowance is the result of growth in performing commercial and commercial real estate loans and an increase in potential problem loans offset in part by decreases in the allowance related to impaired loans. (See Note 6: “Allowance for Loan Losses and Reserve for Unfunded Loan Commitments”, in the Notes to Unaudited Consolidated Financial Statements.)

At June 30, 2008, the reserve for unfunded loan commitments was $3.2 million, a $159,000, or 5%, increase from the amount reported at December 31, 2007. This reserve is included in other liabilities. The related provision for unfunded loan commitments is a component of general and administrative expense. (See Note 6: “Allowance for Loan Losses and Reserve for Unfunded Loan Commitments”, in the Notes to Unaudited Consolidated Financial Statements.)

Taxes on Income

Southwest’s income tax expense was $5.8 million and $7.1 million for the first six months of 2008 and 2007, respectively, a decrease of $1.3 million, or 19%. The effective tax rate for the first six months of 2008 was 38.26% while the effective tax rate for the first six months of 2007 was 38.64%.

LIQUIDITY

Liquidity is measured by a financial institution’s ability to raise funds through deposits, borrowed funds, capital, or the sale of highly marketable assets such as available for sale investments. Additional sources of liquidity, including cash flow from the repayment of loans and the sale of participations in outstanding loans, are also considered in determining whether liquidity is satisfactory. Liquidity is also achieved through growth of deposits, reductions in liquid assets, and accessibility to capital and money markets. These funds are used to meet deposit withdrawals, maintain reserve requirements, fund loans, and operate the organization.

Southwest, Stillwater National, SNB Wichita, and SNB Kansas have available various forms of short-term borrowings for cash management and liquidity purposes. These forms of borrowings include federal funds purchased, securities sold under agreements to repurchase, and borrowings from the Federal Reserve Bank (“FRB”), the Student Loan Marketing Association (“Sallie Mae”), the Federal Home Loan Bank of Topeka (“FHLB”), and an unaffiliated commercial bank.

Stillwater National also carries interest-bearing demand notes issued by the U.S. Treasury in connection with the Treasury Tax and Loan note program; the outstanding balance of those notes was $1.4 million at June 30, 2008. Stillwater National has approved federal funds purchase lines totaling $391.0 million with fourteen banks; $137.2 million was outstanding on these lines at June 30, 2008. Stillwater National is qualified to borrow funds from the FRB through their Borrower-In-Custody (“BIC”) program. Collateral under this program consists of pledged selected commercial and industrial loans. Currently the collateral will allow Stillwater National to borrow up to $76.4 million. As of June 30, 2008, no borrowings were made through the BIC program. In addition, Stillwater National has available a $453.6 million line of credit, SNB Wichita has a $25.7 million line of credit, and SNB Kansas has an $17.7 million line of credit from the FHLB. Borrowings under the FHLB lines are secured by investment securities and loans. At June 30, 2008, the Stillwater National FHLB line of credit had an outstanding balance of $96.5 million, the SNB Wichita line of credit had an outstanding balance of $5.0 million, and the SNB Kansas line of credit has no amount outstanding. In addition, Stillwater National has available two lines of credit from Sallie Mae, one for $200 million and one for $75 million. Borrowings under the $200 million line would

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be secured by student loans and borrowings under the $75 million line are used exclusively to fund disbursements under the consolidation loan program which Sallie Mae began in 2007. Southwest had no amount outstanding on the $200 million line and had $46,000 outstanding on the $75 million line as of June 30, 2008.

See also “Deposits and Other Borrowings” on page 22 for funds available on brokered certificate of deposit lines of credit.

Stillwater National sells securities under agreements to repurchase with Stillwater National retaining custody of the collateral. Collateral consists of U.S. government agency obligations, which are designated as pledged with Stillwater National’s safekeeping agent. These transactions are for one to four day periods. Outstanding balances under this program were $41.2 million and $48.0 million as of June 30, 2008 and 2007, respectively.

During the first six months of 2008, the only categories of other borrowings whose averages exceeded 30% of ending shareholders’ equity were federal funds purchased and funds borrowed from the FHLB.

	June 30, 2008						June 30, 2007
	Federal			Funds			Federal			Funds
	Funds			Borrowed			Funds			Borrowed
(Dollars in thousands)	Purchased			from the FHLB			Purchased			from the FHLB
Amount outstanding at end of period	$	106,500		$	101,500		$	20,200		$	26,500
Weighted average rate paid at end of period		2.44	%		3.22	%		5.33	%		4.55	%
Average Balance:
For the three months ended	$	79,486		$	148,586		$	18,093		$	31,458
For the six months ended	$	95,643		$	118,696		$	35,517		$	56,022
Average Rate Paid:
For the three months ended		2.27	%		2.93	%		5.36	%		4.74	%
For the six months ended		2.93	%		3.20	%		5.36	%		4.95	%
Maximum amount outstanding at any month end	$	149,300		$	156,600		$	67,500		$	86,500

During the first six months of 2008, cash and cash equivalents increased by $5.8 million, or 13%, to $51.5 million. This increase was the net result of cash provided from financing activities of $198.9 million (primarily from increased deposits and other borrowings), and cash provided by operating activities of $26.6 million offset by cash used in investing activities of $219.7 million, (primarily net loans originated net of principal repayments).

During the first six months of 2007, cash and cash equivalents decreased by $22.9 million, or 40%, to $34.8 million. This decrease was the net result of cash used in investing activities of $175.5 million (primarily from net loans originated net of principal repayments), offset in part by cash provided from operating activities of $138.3 million, and cash provided by financing activities of $14.3 million.

CAPITAL RESOURCES

Bank holding companies are required to maintain capital ratios in accordance with guidelines adopted by the Federal Reserve Board (“FRB”). The guidelines are commonly known as Risk-Based Capital Guidelines. At June 30, 2008, Southwest exceeded all applicable capital requirements, having a total risk-based capital ratio of 10.65%, a Tier I risk-based capital ratio of 9.40%, and a leverage ratio of 9.66%. As of June 30, 2008, Stillwater National, SNB Wichita, and SNB Kansas also met the criteria for classification as “well-capitalized” institutions under the prompt corrective action rules of the Federal Deposit Insurance Act. Designation as a well-capitalized institution under these regulations does not constitute a recommendation or endorsement of Southwest, Stillwater National, SNB Wichita, or SNB Kansas by bank or thrift regulators. Capital ratios of Southwest and its bank subsidiaries at June 30, 2008 do not reflect the sale and issuance of $34.5 million in Trust Preferred Securities in early July 2008. Please see Note 17: “Subsequent Events”, in the Notes to Unaudited Consolidated Financial Statements for additional information.

On May 23, 2008, Southwest declared a dividend of $.0950 per common share payable on July 1, 2008 to shareholders of record as of June 17, 2008.

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EFFECTS OF INFLATION

The unaudited consolidated financial statements and related unaudited consolidated financial data presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America and practices within the banking industry which require the measurement of financial position and operating results in terms of historical dollars without considering fluctuations in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than do the effects of general levels of inflation.

* * * * * * *

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Southwest’s net income is largely dependent on its net interest income. Southwest seeks to maximize its net interest margin within an acceptable level of interest rate risk. Interest rate risk can be defined as the amount of forecasted net interest income that may be gained or lost due to favorable or unfavorable movements in interest rates. Interest rate risk, or sensitivity, arises when the maturity or repricing characteristics of assets differ significantly from the maturity or repricing characteristics of liabilities. Net interest income is also affected by changes in the portion of interest-earning assets that are funded by interest-bearing liabilities rather than by other sources of funds, such as noninterest-bearing deposits and shareholders’ equity.

Southwest attempts to manage interest rate risk while enhancing net interest margin by adjusting its asset/liability position. At times, depending on the level of general interest rates, the relationship between long-term and other interest rates, market conditions and competitive factors, Southwest may determine to increase its interest rate risk position in order to increase its net interest margin. Southwest monitors interest rate risk and adjusts the composition of its rate-sensitive assets and liabilities in order to limit its exposure to changes in interest rates on net interest income over time. Southwest’s asset/liability committee reviews its interest rate risk position and profitability, and recommends adjustments. The asset/liability committee also reviews the securities portfolio, formulates investment strategies, and oversees the timing and implementation of transactions. Notwithstanding Southwest’s interest rate risk management activities, the actual magnitude, direction, and relationship of future interest rates are uncertain, and can have adverse effects on net income and liquidity.

A principal objective of Southwest’s asset/liability management effort is to balance the various factors that generate interest rate risk, thereby maintaining the interest rate sensitivity of Southwest within acceptable risk levels. To measure its interest rate sensitivity position, Southwest utilizes a simulation model that facilitates the forecasting of net interest income over the next twelve month period under a variety of interest rate and growth scenarios.

The earnings simulation model uses numerous assumptions regarding the effect of changes in interest rates on the timing and extent of repricing characteristics, future cash flows, and customer behavior. These assumptions are inherently uncertain and, as a result, the model cannot precisely estimate net income. In addition, Southwest’s model does not include fees on loans in its forecast of net interest income, although Southwest believes their omission does not have a significant effect on the model results. Actual results differ from simulated results due to timing, cash flows, magnitude, and frequency of interest rate changes and changes in market conditions and management strategies, among other factors.

The balance sheet is subject to quarterly testing for six alternative interest rate shock possibilities to indicate the inherent interest rate risk. Average interest rates are shocked by +/- 100, 200, and 300 basis points (“bp”), although Southwest may elect not to use particular scenarios that it determines are impractical in a current rate environment. It is management’s goal to structure the balance sheet so that net interest earnings at risk over a twelve-month period and the economic value of equity at risk do not exceed policy guidelines at the various interest rate shock levels.

Measures of net interest income at risk produced by simulation analysis are indicators of an institution’s short-term performance in alternative rate environments. These measures are typically based upon a relatively brief period, usually one year. They do not necessarily indicate the long-term prospects or economic value of the institution.

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Estimated Changes in Net Interest Income

Changes in Interest Rates:	+ 300 bp			+200 bp			+100 bp			(100) bp			(200) bp
Policy Limit		(18.00	)%		(10.00	)%		(5.00	)%		(5.00	)%		(10.00	)%
June 30, 2008		(0.81	)%		(1.05	)%		(1.26	)%		(1.24	)%		(2.89	)%
December 31, 2007		+ 9.59	%		+ 3.87	%		+ 2.10	%		(2.97	)%		(5.68	)%

The current overnight rate is 2.00%. Southwest believes that a down 300 bp rate scenario is impractical since it would result in rates of 0%. As a result, a down 300 bp scenario has not been included. The net interest income at risk position improved in both of the decreasing interest rate scenarios when compared to the December 31, 2007 risk position. In a rising interest rate environment, Southwest’s net interest income declines in each interest rate scenario. When the rising interest rate scenarios are compared to December 31, 2007, the net interest income position declined from increases to slight decreases in all three rising interest rate scenarios. Although assumed unlikely by Southwest’s asset/liability committee, Southwest’s largest exposure to changes in interest rate is in the (200 bp) scenario with a measure of (2.89%) at June 30, 2008, an improvement of 2.79 percentage points from the December 31, 2007 level of (5.68%). All of the above measures of net interest income at risk remain well within prescribed policy limits.

The measures of equity value at risk indicate the ongoing economic value of Southwest by considering the effects of changes in interest rates on all of Southwest’s cash flows, and discounting the cash flows to estimate the present value of assets and liabilities. The difference between these discounted values of the assets and liabilities is the economic value of equity, which, in theory, approximates the fair value of Southwest’s net assets.

Estimated Changes in Economic Value of Equity (EVE)

Changes in Interest Rates:	+300 bp			+200 bp			+100 bp			(100) bp			(200) bp
Policy Limit		(35.00	)%		(20.00	)%		(10.00	)%		(10.00	)%		(20.00	)%
June 30, 2008		(20.25	)%		(13.23	)%		(6.08	)%		+ 1.18	%		+ 2.57	%
December 31, 2007		(9.68	)%		(4.31	)%		(0.57	)%		+ 0.04	%		+ 0.91	%

As of June 30, 2008, the economic value of equity measure improved in each of the decreasing interest rate scenarios and declined in each of the increasing interest rate scenarios when compared to the December 31, 2007 percentages. Southwest’s largest economic value of equity exposure is the +300 bp scenario which declined 10.57 percentage points to (20.25%) on June 30, 2008 from the December 31, 2007 value of (9.68%). The economic value of equity ratio in all scenarios remains well within Southwest’s Asset and Liability Management Policy limits.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by SEC rules, Southwest’s management evaluated the effectiveness of Southwest’s disclosure controls and procedures as of June 30, 2008. Southwest’s Chief Executive Officer and Chief Financial Officer participated in the evaluation. Based on this evaluation, Southwest’s Chief Executive Officer and Chief Financial Officer concluded that Southwest’s disclosure controls and procedures were effective as of June 30, 2008.

First Six Months 2008 Changes in Internal Control over Financial Reporting

No change occurred during the first six months of 2008 that has materially affected, or is reasonably likely to materially affect, Southwest’s internal control over financial reporting.

NON-GAAP FINANCIAL MEASURES

None of the financial measures used in this report are defined as non-GAAP financial measures under federal securities regulations. Other banking organizations, however, may present such non-GAAP financial measures, which differ from measures based upon accounting principles generally accepted in the United States. For example, such non-GAAP measures

35

may exclude certain income or expense items in calculating operating income or efficiency ratios, or may increase yields and margins to reflect the benefits of tax-exempt interest-earning assets. Readers of this report should be aware that non-GAAP ratios and other measures presented by some banking organizations or financial analysts may not be directly comparable to similarly named ratios or other measures used by Southwest or other banking organizations.

36

PART II: OTHER INFORMATION

Item 1:	Legal proceedings
	None
Item 1A:	Risk Factors
	There were no material changes in risk factors during the first six months of 2008 from those disclosed in Southwest’s Form 10-K for the year ended December 31, 2007.
Item 2:	Unregistered sales of equity securities and use of proceeds
	There were no unregistered sales of equity securities by Southwest during the quarter ended June 30, 2008.
	There were no purchases of Southwest’s common stock by or on behalf of Southwest or any affiliated purchasers of Southwest (as defined in Securities and Exchange Commission Rule 10b-18) during the six months ended June 30, 2008.
Item 3:	Defaults upon senior securities
	None
Item 4:	Submission of matters to a vote of security holders
	Election of Directors: At Southwest’s annual shareholders’ meeting, held April 24, 2008, the shareholders of Southwest re-elected four Directors each for a term expiring at the 2011 annual shareholders’ meeting or such later time as his successor is elected and qualified. The Directors elected and the shareholders’ vote in the election of each Director were as follows:

	For		Withheld
David S. Crockett Jr.		12,376,948		926,234
J. Berry Harrison		12,894,564		408,618
James M. Johnson		12,670,476		632,705
Russell W. Teubner		12,366,042		937,139

Other Directors continuing in office following the annual shareholders’ meeting were James E. Berry II, Tom Berry, Joe Berry Cannon, John Cohlmia, Rick Green, David P. Lambert, Linford R. Pitts and Robert B. Rodgers.

There were 14,433.419 shares of common stock outstanding and entitled to vote at the meeting. A total of 13,303,181 shares of common stock were represented at the meeting in person or by proxy, representing 92.17% of the shares outstanding and entitled to vote at the meeting.

Stock Based Award Plan: At the annual meeting, shareholders also approved the Southwest Bancorp, Inc. 2008 Stock Based Award Plan (the “2008 Stock Plan”). The 2008 Stock Plan replaces the Southwest, Inc. 1999 Stock Option Plan, as amended. The 2008 Stock Plan authorizes awards for up to 800,000 shares of Southwest common stock over its ten-year term. The shareholder vote was as follows:

For	Against		Abstain
7,116,902		4,433,466		520,290

Amendment to Certificate of Incorporation: At the annual meeting, the shareholders also approved the proposal to amend the Certificate of Incorporation to provide for the election of directors for one-year terms rather than three-year terms as now provided, beginning with the 2009 annual meeting. The amendment results in the directors elected at the 2009 annual meeting and thereafter being elected to one-year terms, but does not shorten the existing term of any director elected prior to the 2009 annual meeting. The shareholder vote was as follows:

37

For	Against		Abstain
12,801,475		470,517		31,189

Item 5:	Other information
	None
Item 6:	Exhibits

Exhibit 3.1	Amended and Restated Certificate of Incorporation of Southwest Bancorp., Inc.
Exhibit 10.1	Southwest Bancorp., Inc. 2008 Stock Based Award Plan
Exhibit 10.2	Form of Restricted Stock Agreement Amendments for Non-Officer Directors
Exhibit 31(a), (b)	Rule 13a-14(a)/15d-14(a) Certifications
Exhibit 32(a), (b)	18 U.S.C. Section 1350 Certifications

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SOUTHWEST BANCORP, INC. (Registrant)
By:	/s/ Rick Green	August 7, 2008
	Rick Green President and Chief Executive Officer (Principal Executive Officer)	Date
By:	/s/ Kerby Crowell	August 7, 2008
	Kerby Crowell Executive Vice President, Chief Financial Officer and Secretary (Principal Financial Officer)	Date

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

SOUTHWEST BANCORP, INC.

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA: The original certificate of incorporation of Southwest Bancorp, Inc. was filed with the Secretary of State on March 19, 1981.

ARTICLE I

Name

     The name of the corporation is Southwest Bancorp, Inc. (herein, the “Corporation”).

ARTICLE II

Registered Office

     The address of the Corporation’s registered office in the State of Oklahoma is 608 South Main Street, in the City of Stillwater, Payne County, Oklahoma. The name of the Corporation’s registered agent at such address is Rick Green.

ARTICLE III

Powers

     The purposes for which the Corporation is organized are to exercise all powers of a bank holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended, and to engage in any and all activities allowed for such a bank holding company under federal law and the Laws of the State of Oklahoma. The Corporation shall have all the powers of a corporation organized under the Oklahoma General Corporation Act.

ARTICLE IV

Term

     The Corporation is to have perpetual existence.

ARTICLE V

Capital Stock

     The aggregate number of shares of all classes of capital stock which the Corporation has authority to issue is 22,000,000 of which 20,000,000 are to be shares of common stock, $1.00 par value per share, of which 1,000,000 are to be shares of serial preferred stock, $1.00 par value per share, and of which 1,000,000 shall be Class B serial preferred stock, $1.00 par value per share.

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     The shares may be issued by the Corporation from time to time as approved by the board of directors of the Corporation without the approval of the shareholders except as otherwise provided in this Article V or the rules of a national securities exchange or association, if applicable. The consideration for the issuance of the shares shall be paid to or received by the Corporation in full before their issuance and shall not be less than the par value per share. The consideration for the issuance of the shares shall be cash, services rendered, personal property (tangible or intangible), real property, leases of real property or any combination of the foregoing. In the absence of actual fraud in the transaction, the judgment of the board of directors as to the value of such consideration shall be conclusive. Upon payment of such consideration such shares shall be deemed to be fully paid and nonassessable. In the case of a stock dividend, the part of the surplus of the Corporation which is transferred to stated capital upon the issuance of shares as a stock dividend shall be deemed to be the consideration for their issuance.

     A description of the different classes and series (if any) of the Corporation’s capital stock, and a statement of the relative powers, designations, preferences and rights of the shares of each class and series (if any) of capital stock, and the qualifications, limitations or restrictions thereof, are as follows:

     A. Common Stock. Except as provided in this Certificate of Incorporation, the holders of the common stock shall exclusively possess all voting power. Each holder of shares of common stock shall be entitled to one vote for each share held by such holders.

     Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and sinking fund or retirement fund or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock, and on any class or series of stock entitled to participate therewith as to dividends, out of any assets legally available for the payment of dividends, but only when and as declared by the board of directors of the Corporation.

     In the event of any liquidation, dissolution or winding up of the Corporation, after there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class having preference over the common stock in any such event, the full preferential amounts to which they are respectively entitled, the holders of the common stock and of any class or series of stock entitled to participate therewith, in whole or in part, as to distribution of assets shall be entitled, after payment or provision for payment of all debts and liabilities of the Corporation, to receive the remaining assets of the Corporation available for distribution, in cash or in kind.

     Each share of common stock shall have the same relative powers, preferences and rights as, and shall be identical in all respects with, all the other shares of common stock of the Corporation.

     B. Serial Preferred Stock. Except as provided in this Certificate of Incorporation, the board of directors of the Corporation is authorized, by resolution or resolutions from time to time adopted, to provide for the issuance of serial preferred stock in series and to fix and state the powers, designations, preferences and relative, participating, optional or other special rights of the shares of each such series, and the qualifications, limitations or restrictions thereof, including, but not limited to, determination of any of the following:

(1)	the distinctive serial designation and the number of shares constituting such series;
(2)	the dividend rates or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date or dates, the payment date or dates for dividends, and the participating or other special rights, if any, with respect to dividends;
(3)	the voting powers, full or limited, if any, of the shares of such series;
(4)	whether the shares of such series shall be redeemable and, if so, the price or prices at which, and the terms and conditions upon which such shares may be redeemed;

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(5)	the amount or amounts payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation;
(6)	whether the shares of such series shall be entitled to the benefits of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and, if so entitled, the amount of such fund and the manner of its application, including the price or prices at which such shares may be redeemed or purchased through the application of such funds;
(7)	whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or any other series of the same or any other class of classes of stock of the Corporation and, if so convertible or exchangeable, the conversion price or prices, or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;
(8)	the subscription or purchase price and form of consideration for which the shares of such series shall be issued; and
(9)	whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock.

     Each share of each series of serial preferred stock shall have the same relative powers, preferences and rights as, and shall be identical in all respects with, all the other shares of the Corporation of the same series.

     C. Class B Serial Preferred Stock. Except as provided in this Certificate of Incorporation, the board of directors of the Corporation is authorized, by resolution or resolutions from time to time adopted, to provide for the issuance of Class B serial preferred stock in one or more series, and to fix and state the powers, designations, preferences and relative, participating, optional or other special rights of the shares of each series, and the qualifications, limitations and restrictions thereof, including , but not limited to, determination of any of the following:

(1)	the distinctive serial designation and the number of shares constituting each series;
(2)	the dividend rates or the amounts of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date or dates, the payment date or dates for dividends, and the participating or other special rights, if any, with respect to dividends;
(3)	the voting powers, full or limited, if any, of the shares of such series;
(4)	whether the shares of such series shall be redeemable and, if so, the price or prices at which, and the terms and conditions upon which such shares may be redeemed;
(5)	the amount or amounts payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation;
(6)	whether the shares of such series shall be entitled to the benefits of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and, if so entitled, the amount of such fund and the manner of its application, including the price or prices at which such shares may be redeemed or purchased through the application of such funds;
(7)	whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or into any other series of the same or any other class or classes of stock of the Corporation and, if so convertible or exchangeable, the conversion price or prices, or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be

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	made, and any other terms and conditions of such conversion or exchange;
(8)	the subscription or purchase price and the form of consideration for which the shares of such series shall be issued; and
(9)	whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of Class B serial preferred stock and whether such shares may be reissued as shares of the same or any other series of Class B serial preferred stock.

     Each share of each series of Class B serial preferred stock shall have the same relative powers, preferences and rights as, and shall be identical in all respects with, all of the other shares of the Corporation of the same series.

     Notwithstanding anything to the contrary contained herein or in any resolution of the board of directors providing for the issuance of any series of Class B serial preferred stock, all shares of Class B serial preferred stock, of any series, shall rank junior in respect of the payment of dividends and payments to be received upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation to all shares of the Corporation’s 9.20% Redeemable Cumulative Preferred Stock, Series A, or any class or series of capital stock ranking prior to or on a parity with such 9.20% Redeemable Cumulative Preferred Stock, Series A.

     Except as may be expressly provided in the resolution of the board of directors providing for the issuance of any series of Class B serial preferred stock, the number of shares of Class B serial preferred stock authorized hereby may be increased or decreased, but not below the number of shares of all series of Class B serial preferred stock outstanding as of the date of such decrease, upon the vote of a majority of the shares of common stock and any other class entitled to vote with the common stock generally in respect of amendments hereof, and without the separate vote or approval of the Class B serial preferred stock, or of any series of Class B serial preferred stock, voting separately as a class.

ARTICLE VI

Preemptive Rights

     Holders of the capital stock of the Corporation shall not be entitled to preemptive rights with respect to any shares or other securities of the Corporation which may be issued or any securities convertible into any such shares, including, without limitation, warrants, subscription rights and options to acquire shares.

ARTICLE VII

Repurchase of Shares

     The Corporation may from time to time, pursuant to authorization by the board of directors of the Corporation and without action by the shareholders, purchase or otherwise acquire shares of any class, bonds, debentures, notes, scrip, warrants, obligations, evidences of indebtedness, or other securities of the Corporation in such manner, upon such terms, and in such amounts as the board of directors shall determine; subject, however, to such limitations or restrictions, if any, as are contained in the express terms of any class of shares of the Corporation outstanding at the time of the purchase or acquisition in question or as are imposed by law.

ARTICLE VIII

Meetings of Shareholders; Cumulative Voting

     A. Notwithstanding any other provision of this Certificate of Incorporation or the bylaws of the Corporation, no action required to be taken or which may be taken at any annual or special meeting of shareholders of the Corporation may be taken without a meeting, and the power of shareholders to consent in writing, without a meeting, to

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the taking of any action is specifically denied.

     B. Special meetings of the shareholders of the Corporation for any purpose or purposes may be called at any time by the board of directors of the Corporation, or by a committee of the board of directors which has been duly designated by the board of directors and whose powers and authorities, as provided in a resolution of the board of directors or in the bylaws of the Corporation, include the power and authority to call such meetings, but such special meetings may not be called by any other person or persons.

     C. There shall be cumulative voting by shareholders of any class or series in the election of directors of the Corporation. At all times each holder of common stock of the Corporation shall be entitle to one(1) vote for each share of such stock standing in his name on the books of the Corporation. At all elections of Directors of the Corporation, the number of votes which (except for this provision) he would then be entitled to cast for the election of Directors with respect to his shares, multiplied by the number of Directors upon whose election he is then entitled to vote, and he may cast all or such votes for a single candidate or may distribute them among some or all of the candidates as he may see fit.

     D. Meetings of shareholders may be held within or without the State of Oklahoma, as the bylaws may provide.

ARTICLE IX

Notice for Nominations and Proposals

     A. Nominations for the election of directors and proposals for any new business to be taken up at any annual or special meeting of shareholders may be made by the board of directors of the Corporation or by any shareholder of the Corporation entitled to vote generally in the election of directors. In order for a shareholder of the Corporation to make any such nominations and/or proposals, he or she shall give notice thereof in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 30 days nor more than 60 days prior to any such meeting; provided, however, that if less than 40 days’ notice of the meeting is given to shareholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the tenth day following the day on which notice of the meeting was mailed to shareholders. Each such notice given by a shareholder with respect to nominations for the election of directors shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee. In addition, the shareholder making such nomination shall promptly provide any other information reasonably requested by the Corporation.

     B. Each such notice given by a shareholder to the Secretary with respect to business proposals to bring before a meeting shall set forth in writing as to each matter: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business; (iii) the class and number of shares of the Corporation which are beneficially owned by the shareholder; and (iv) any material interest of the shareholder in such business. Notwithstanding anything in this Certificate of Incorporation to the contrary, no business shall be conducted at the meeting except in accordance with the procedures set forth in this Article IX.

     C. The Chairman of the annual or special meeting of shareholders may, if the facts warrant, determine and declare to such meeting that a nomination or proposal was not made in accordance with the foregoing procedure, and, if he should so determine, he shall so declare to the meeting, and the defective nomination or proposal shall be disregarded and laid over for action at the next succeeding adjourned, special or annual meeting of the shareholders taking place thirty days or more thereafter. This provision shall not require the holding of any adjourned or special meeting of shareholders for the purpose of considering such defective nomination or proposal.

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ARTICLE X

Directors

     The number of directors of the Corporation shall be such number, not less than three nor more than twenty-one (exclusive of directors, if any, to be elected by holders of preferred stock of the Corporation, voting separately as a class), as shall be provided from time to time in or in accordance with the bylaws, provided that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director, and provided further that no action shall be taken to decrease or increase the number of directors from time to time unless at least two-thirds of the directors then in office shall concur in said action. Vacancies in the board of directors of the Corporation, however caused, and newly created directorships shall be filled by a vote of two-thirds of the directors then in office, whether or not a quorum, and any director so chosen shall hold office for a term expiring at the annual meeting of shareholders and when the director’s successor is elected and qualified. Commencing with the 2009 annual meeting of shareholders, directors shall be elected annually for terms of one year and shall hold office until the next succeeding annual meeting and their successors are elected and qualified. Directors elected at the 2006 annual meeting of shareholders shall hold office until the 2009 annual meeting of shareholders; directors elected at the 2007 annual meeting of shareholders shall hold office until the 2010 annual meeting of shareholders; and directors elected at the 2008 annual meeting of shareholders shall hold office until the 2011 annual meeting of shareholders.

     Whenever the holders of any one or more series of preferred stock of the Corporation shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the board of directors shall consist of said directors so elected in addition to the number of directors fixed as provided in this Article X. Notwithstanding the foregoing, and except as otherwise may be required by law, whenever the holders of any one or more series of preferred stock of the Corporation shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the terms of the director or directors elected by such holders shall expire at the next succeeding annual meeting of shareholders.

ARTICLE XI

Removal of Directors

     Notwithstanding any other provision of this Certificate of Incorporation or the bylaws of the Corporation, any director or the entire board of directors of the Corporation may be removed at any time, but only for cause and only by the affirmative vote of the holders of at least 80% of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the shareholders called for that purpose. Notwithstanding the foregoing, whenever the holders of any one or more series of preferred stock of the Corporation shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the preceding provisions of this Article XI shall not apply with respect to the director or directors elected by such holders of preferred stock.

ARTICLE XII

Approval of Certain Transactions

     The affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of voting stock of the Corporation is required to authorize (a) a merger or consolidation of the Corporation with, or (b) a sale, exchange or lease of all or substantially all of the assets of the Corporation to, any person or entity unless approval of any transaction enumerated in clauses (a) or (b) above is recommended by at least a majority of the entire Board of Directors. For purposes of this Article XII, “substantially all of the assets” shall mean assets having a fair market value or book value, whichever is greater, of twenty-five percent (25%) or more of the total assets of the Corporation as reflected on a balance sheet of the Corporation as of a date no earlier than forty-five (45) days prior to any acquisition of such assets.

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ARTICLE XIII

Approval of Business Combinations with Certain Parties

     The shareholder vote required to approve Business Combinations (as hereinafter defined) shall be as set forth in this section.

A. (1) Except as otherwise expressly provided in this Article XIII, the affirmative vote of the holders of (i) at least 80% of the outstanding shares entitled to vote thereon (and, if any class or series of shares is entitled to vote thereon separately, the affirmative vote of the holders of at least 80% of the outstanding shares of each such class or series), and (ii) at least a majority of the outstanding shares entitled to vote thereon, not including shares deemed beneficially owned by a Related Person (as hereinafter defined), shall be required in order to authorize any of the following:

               (a) any merger or consolidation of the Corporation with or into a Related Person (as hereinafter defined);

               (b) any sale, lease, exchange, transfer or other disposition, including without limitation, a mortgage, or any other capital device, of all or any Substantial Part (as hereinafter defined) of the assets of the Corporation (including without limitation any voting securities of a subsidiary) or of a subsidiary, to a Related Person;

               (c) any merger or consolidation of a Related Person with or into the Corporation or a subsidiary of the Corporation;

               (d) any sale, lease, exchange, transfer or other disposition of all or any Substantial Part of the assets of a Related Person to the Corporation or a subsidiary of the Corporation;

               (e) the issuance of any securities of the Corporation or a subsidiary of the Corporation to a Related Person;

               (f) the acquisition by the Corporation or a subsidiary of the Corporation of any securities of a Related Person;

               (g) any reclassification of the common stock of the Corporation, or any recapitalization involving the common stock of the Corporation; and

               (h) any agreement, contract or other arrangement providing for any of the transactions described in this Article XIII.

     (2) Such affirmative vote shall be required notwithstanding any other provision of this Certificate of Incorporation, any provision of law, or any agreement with any regulatory agency or national securities exchange which might otherwise permit a lesser vote or no vote.

     (3) The term “Business Combination” as used in this Article XIII shall mean any transaction which is referred to in any one or more of subparagraphs A(1)(a) through (h) above.

     B. The provisions of paragraph A shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by any other provision of this Certificate of Incorporation, any provision of law, or any agreement with any regulatory agency or national securities exchange, if the Business Combination shall have been approved by two-thirds of the Continuing Directors (as hereinafter defined);

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provided, however, that such approval shall only be effective if obtained at a meeting at which a Continuing Director Quorum (as hereinafter defined) is present.

     C. For the purposes of this Article XIII the following definitions apply:

     (1) The term “Related Person” shall mean and include (a) any individual, corporation, partnership or other person or entity which together with its “affiliates” (as that term is defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934), “beneficially owns” (as that term is defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934) in the aggregate 10% or more of the outstanding shares of the common stock of the Corporation; and (b) any “affiliate” (as that term is defined in Rule 12b-2 under the Securities Exchange Act of 1934) of any such individual, corporation, partnership or other person or entity. Without limitation, any shares of the common stock of the Corporation which any Related Person has the right to acquire pursuant to any agreement, or upon exercise or conversion rights, warrants or options, or otherwise, shall be deemed “beneficially owned” by such Related Person.

     (2) The term “Substantial Part” shall mean more than 25 percent of the total assets of the Corporation, as of the end of its most recent fiscal year ending prior to the time the determination is made.

     (3) The term “Continuing Director” shall mean any member of the board of directors of the Corporation who is unaffiliated with the Related Person and was a member of the board prior to the time that the Related Person became a Related Person, and any successor of a Continuing Director who is unaffiliated with the Related Person and is recommended to succeed a Continuing Director by a majority of Continuing Directors then on the board.

     (4) The term “Continuing Director Quorum” shall mean two-thirds of the Continuing Directors capable of exercising the powers conferred on them.

     D. In addition to Sections A, B, and C of this Article XIII, the provisions of Section 1090.3 of the Oklahoma General Corporation Act, as in effect on the date of this Certificate of Incorporation or as hereafter amended, shall apply to any Business Combination in which the Corporation may engage.

ARTICLE XIV

Evaluation of Business Combinations

     In connection with the exercise of its judgment in determining what is in the best interests of the Corporation and of the shareholders, when evaluating a Business Combination (as defined in Article XIII) or a tender or exchange offer, the board of directors of the Corporation may, in addition to considering the adequacy of the amount to be paid in connection with any such transaction, consider all of the following factors and any other factors which it deems relevant; (i) the social and economic effects of the transaction on the Corporation and its subsidiaries, employees, depositors, loan and other customers, creditors and other elements of the communities in which the Corporation and its subsidiaries operate or are located; (ii) the business and financial condition and earnings prospects of the acquiring person or entity, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the acquisition and other likely financial obligations of the acquiring person or entity and the possible effect of such conditions upon the Corporation and its subsidiaries and the other elements of the communities in which the Corporation and its subsidiaries operate or are located; and (iii) the competence, experience, and integrity of the acquiring person or entity and its or their management.

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ARTICLE XV

Indemnification

     A. Persons. The Corporation shall indemnify, to the extent provided in paragraphs B, D or F:

     (1) any person who is or was a director, officer, employee, or agent of the Corporation; and

     (2) any person who serves or served at the Corporation’s request as a director, officer, employee, agent, partner or trustee of another corporation, partnership, joint venture, trust or other enterprise.

     B. Extent — Derivative Suits. In case of a threatened, pending or completed action or suit by or in the right of the Corporation against a person named in paragraph A by reason of his holding a position named in paragraph A, the Corporation shall indemnify him if he satisfies the standard in paragraph C, for expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of the action or suit.

     C. Standard — Derivative Suits. In case of a threatened, pending or completed action or suit by or in the right of the Corporation, a person named in paragraph A shall be indemnified only if:

     (1) he is successful on the merits or otherwise; or

     (2) he acted in good faith in the transaction which is the subject of the action or suit, and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, including, but not limited to, the taking of any and all actions in connection with the Corporation’s response to any tender offer or any offer or proposal of another party to engage in a Business Combination (as defined in Article XIII) not approved by the board of directors. However, he shall not be indemnified in respect of any claim, issue or matter as to which he has been adjudged liable to the Corporation unless (and only to the extent that) the court in which the action or suit was brought shall determine, upon application, that despite the adjudication but in view of all the circumstances, he is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

     D. Extent — Nonderivative Suits. In case of a threatened, pending or completed suit, action or proceeding (whether civil, criminal, administrative or investigative), other than a suit by or in the right of the Corporation, together hereafter referred to as a nonderivative suit, against a person named in paragraph A by reason of his holding a position named in paragraph A, the Corporation shall indemnify him if he satisfies the standard in paragraph E, for amounts actually and reasonably incurred by him in connection with the defense or settlement of the nonderivative suit, including, but not limited to (i) expenses (including attorneys’ fees), (ii) amounts paid in settlement, (iii) judgments, and (iv) fines.

     E. Standard — Nonderivative Suits. In case of a nonderivative suit, a person named in paragraph A shall be indemnified if:

     (1) he is successful on the merits or otherwise; or

     (2) he acted in good faith in the transaction which is the subject of the nonderivative suit and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, including, but not limited to, the taking of any and all actions in connection with the Corporation’s response to any tender offer or any offer or proposal of another party to engage in a Business Combination (as defined in Article XIII) not approved by the board of directors, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. The termination of a nonderivative suit by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person failed to satisfy the standard of this subparagraph E(2).

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     F. Determination That Standard Has Been Met. A determination that the standard of paragraph C or E has been satisfied may be made by a court. Or, except as stated in subparagraph C(2) (second sentence), the determination may be made by:

     (1) the board of directors by a majority vote of a quorum consisting of directors of the Corporation who were not parties to the action, suit or proceeding; or

     (2) independent legal counsel (appointed by a majority of the disinterested directors of the Corporation, whether or not a quorum) in a written opinion; or

     (3) the shareholders of the Corporation.

     G. Proration. Anyone making a determination under paragraph F may determine that a person has met the standard as to some matters but not as to others, and may reasonably prorate amounts to be indemnified.

     H. Advance Payment. The Corporation shall pay in advance any expenses (including attorneys’ fees) which may become subject to indemnification under paragraphs A through G if:

     (1) the board of directors authorizes the specific payment; and

     (2) the person receiving the payment undertakes in writing to repay the same if it is ultimately determined that he is not entitled to indemnification by the Corporation under paragraphs A through G.

     I. Nonexclusive. The indemnification and advance payment of expenses provided by paragraphs A through H shall not be exclusive of any other rights to which a person may be entitled by law, bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

     J. Continuation. The indemnification provided by this Article XV shall be deemed to be a contract between the Corporation and the persons entitled to indemnification thereunder, and any repeal or modification of this Article XV shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The indemnification and advance payment provided by paragraphs A through H shall continue as to a person who has ceased to hold a position named in paragraph A and shall inure to his heirs, executors and administrators.

     K. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who holds or who has held any position named in paragraph A, against any liability incurred by him in any such position, or arising out of his status as such, whether or not the Corporation would have power to indemnify him against such liability under paragraphs A through H.

     L. Savings Clause. If this Article XV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee, and agent of the Corporation or person who serves or served at the Corporation’s request as a director, officer, employee, agent, partner or trustee of another corporation, partnership, joint venture, trust or other enterprise as to costs, charges, and expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including an action by or in the right of the Corporation to the full extent permitted by any applicable portion of this Article XV that shall not have been invalidated and to the full extent permitted by applicable law.

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ARTICLE XVI

Limitations on Directors’ Liability

     A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except: (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 1053 or of the Oklahoma General Corporation Act; or (iv) for any transaction from which the director derived an improper personal benefit. If the Oklahoma General Corporation Act is amended after the date of filing of this Certificate of Incorporation to further eliminate or limit the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Oklahoma General Corporation Act, as so amended.

     Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE XVII

Applicability of Sections 1145 through 1155 of Oklahoma General Corporation Act.

     The provisions of Sections 1145 through 1155 of the Oklahoma General Corporation Act, as in effect on the date of this Certificate of Incorporation or as hereafter amended, shall not apply to the Corporation as of December 31, 1993 and thereafter.

ARTICLE XVIII

Amendment of Bylaws

     In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is expressly authorized to adopt, repeal, alter, amend and rescind the bylaws of the Corporation by a vote of a majority of the board of directors. Notwithstanding any other provision of this Certificate of Incorporation or the bylaws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law), the bylaws shall not be adopted, repealed, altered, amended or rescinded by the shareholders of the Corporation except by the affirmative vote of the holders of not less than 80% of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the shareholders called for that purpose (provided that notice of such proposed adoption, repeal, alteration, amendment or rescission is included in the notice of such meeting), or, as set forth above, by the board of directors.

ARTICLE XIX

Amendment of Certificate of Incorporation

     The Corporation reserves the right to repeal, alter, amend or rescind any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights conferred on shareholders herein are granted subject to this reservation. Notwithstanding the foregoing, the provisions set forth in Articles X, XI, XII, XIII, XV, XVI, XVII, XVIII, and this Article XIX may not be repealed, altered, amended or rescinded in any respect unless the same is approved by the affirmative vote of the holders of not less than 80% of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as a single class) cast at a meeting of the shareholders called for that purpose (provided that notice of such proposed adoption, repeal, alteration, amendment or rescission is included in the notice of such meeting), except, with the prior approval of a majority of the Continuing Directors, as defined in Article XIII, the provisions set forth in Article XIII may be repealed, altered, amended or rescinded with the approval of the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors cast at a meeting of the shareholders called for that purpose.

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EX-10.1

Exhibit 10.1

SOUTHWEST BANCORP, INC.
2008 STOCK BASED AWARD PLAN

1. Purpose of the Plan.

(a)	The purpose of this Southwest Bancorp, Inc. 2008 Stock Based Award Plan (the “Plan”) is to advance the interests of Southwest by providing directors and selected key Employees of Stillwater National, Southwest, and their Affiliates with the opportunity to acquire a proprietary interest in Southwest. By encouraging stock ownership and granting awards whose value is based upon stock performance, Southwest seeks to attract, retain and motivate the best available personnel for positions of substantial responsibility; to provide additional incentive to directors and key Employees of Southwest or any Affiliate to promote the success of the business as measured by the value of its shares; and generally to increase the commonality of interests among directors, key employees and other shareholders.
(b)	The Plan is intended to replace the Southwest Bancorp, Inc. 1999 Stock Option Plan (the “1999 Plan”) upon this Plan’s approval by shareholders of Southwest. Options issued under the 1999 Plan will continue in effect and will be subject to the requirements of the 1999 Plan, but no new options will be granted under the 1999 Plan after this Plan is approved by shareholders. Options granted under the Southwest Bancorp, Inc. 1994 Stock Option Plan (the “1994 Plan”), which was replaced by the 1999 Plan, will continue in effect and will be subject to the requirements of the 1994 Plan.
(c)	The Plan is not intended as an agreement or promise of employment. Neither the Plan, nor any Option granted pursuant to the Plan, confers on any person any right to continue in the employ of Southwest. The right of Southwest, Stillwater National, or any of their affiliates to terminate the employment of an Employee is not limited by the Plan or by any Award granted pursuant to the Plan unless such right is specifically described by the terms of any such Award.

2. Definitions.

(a)	“Affiliate” shall mean any “parent corporation” or “subsidiary corporation” of Southwest, as such terms are defined in Section 424(e) and (f), respectively, of the Code.
(b)	“Agreement” shall mean a written agreement entered into in accordance with Paragraph 5(c).
(c)	“Awards” shall mean, collectively, Options, SARs, Restricted Stock, Restricted Stock Units, and Performance Stock Units unless the context clearly indicates a different meaning.
(d)	“Award Shares” shall mean Shares subject to an Award granted pursuant to this Plan.
(e)	“Board” shall mean the Board of Directors of Southwest.
(f)	“Change in Control” shall mean: (i) the date any entity or person, including a group as defined in Section l3(d)(iii) of the Securities Exchange Act of 1934 shall become the beneficial owner of, or shall have obtained voting control over, 50 percent or more of the outstanding common shares of either Southwest or Stillwater National; (ii) the date there shall have been change in a majority of the board of directors of either Southwest or Stillwater National within a 12 month period unless the nomination of each new director was approved by the vote of two-thirds (2/3) of directors then still in office who were in office at the beginning of the 12 month period; or (iii) the date of closing of a Transaction. The decision of the Committee as to whether a Change in Control has occurred shall be conclusive and binding and is to be a ministerial rather than a discretionary decision.
(g)	“Code” shall mean the Internal Revenue Code of 1986, as amended.
(h)	“Committee” shall mean the Stock Option Committee appointed by the Board in accordance with Paragraph 5(a) hereof.
(i)	“Common Stock” shall mean the common stock, par value $1.00 per share, of Southwest.
(j)	“Continuous Service” shall mean the absence of any interruption or termination of service as an Employee of Southwest or any present or future Affiliate. Continuous Service shall not be considered interrupted in the case

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of sick leave, military leave or any other leave of absence approved by Southwest or in the case of transfers between payroll locations of Southwest or among Southwest, Stillwater National, or any other Affiliate.

(k)	“Disability” shall mean a determination by the Committee that a Participant is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code. Notwithstanding the foregoing, in the case of an Incentive Stock Option, the term “Disability” for purposes of the preceding sentence shall have the meaning given to it by Section 422(c)(6) of the Code.
(l)	“Effective Date” shall mean the date specified in Paragraph 16 hereof.
(m)	“Employee” shall mean any person employed by Southwest or by an Affiliate.
(n)	“Exercise Price” shall mean the price per Optioned Share at which an Option or SAR may be exercised.
(o)	“Independent Director” shall have the meaning established in the listing standards of the NASDAQ Stock Market, Inc., or of such exchange on which the Common Stock is principally traded.
(p)	“ISO” means an option to purchase Common Stock which meets the requirements set forth in the Plan, and which is intended to be and is identified as an “incentive stock option” within the meaning of Section 422 of the Code.
(q)	“Market Value per Share” shall mean: (i) if the Common Stock is listed on a national securities exchange (including the NASDAQ Stock Market) on the date in question, the reported closing price on such exchange on such date, or if there were no sales on such date, the mean between the bid and asked price on such date; (ii) if the Common Stock is traded otherwise than on a national securities exchange on the date in question, the mean between the bid and asked price on such date, or, if there is no bid and asked price on such date, then the mean between the bid and asked price on the next prior business day on which there was a bid and asked price; or (iii) if no such bid and asked price is available, then its fair market value as determined by the Committee, in its sole and absolute discretion.
(r)	“Mature Common Stock” shall mean Common Stock held for six months or more.
(s)	“Non-ISO” means an option to purchase Common Stock which meets the requirements set forth in the Plan but which is not intended to be and is not identified as an ISO.
(t)	“Option” means an ISO and/or a Non-ISO.
(u)	“Outstanding Shares” shall mean the total shares of Common Stock which have been issued and which (a) are not held as treasury shares, and (b) have not been cancelled or retired by Southwest.
(v)	“Parent” shall mean any present or future corporation that would be a “parent corporation” as defined in Subsections 424(e) and (g) of the Code.
(w)	“Participant” shall mean any person who receives an Award pursuant to the Plan.
(x)	“Performance Stock” shall mean Common Stock initially subject to forfeiture and restrictions against transfer which vests, and is no longer subject to a risk of forfeiture or such restrictions against transfer, during a Performance Period based on the achievement of specific corporate, divisional, or individual performance standards or goals as provided in Paragraph 11.
(y)	“Performance Stock Award” shall mean an Award of Performance Stock pursuant to Paragraph 11.
(z)	“Plan” shall mean the Southwest Bancorp, Inc. 2008 Stock Based Award Plan.
(aa)	“Restricted Stock” means Common Stock initially subject to forfeiture and restrictions against transfer and such other terms and conditions determined by the Committee, as provided in Paragraph 10.
(bb)	“Restricted Stock Award” means an Award of Restricted Stock pursuant to Paragraph 10.
(cc)	“Restricted Stock Unit” shall mean an Award of the right to receive the Market Value per Share of a Share payable upon vesting in cash or Common Stock initially subject to forfeiture and restrictions against transfer and such other terms and conditions determined by the Committee, as provided Paragraph 12.
(dd)	“Rule 16b-3” shall mean Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

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(ee)	“SAR” (or “Stock Appreciation Right”) means a right to receive the appreciation in value, or a portion of the appreciation in value, of a specified number of shares of Common Stock.
(ff)	“Share” shall mean one share of Common Stock.
(gg)	“Southwest” shall mean Southwest Bancorp, Inc.
(hh)	“Stillwater National” shall mean Stillwater National Bank & Trust Company.
(ii)	“Subsidiary” shall mean any present or future corporation which would be a “subsidiary corporation” as defined in Subsections 424(f) and (g) of the Code.
(jj)	“Transaction” means (i) the liquidation or dissolution of Southwest, (ii) a merger or consolidation in which Southwest is not the surviving entity; or (iii) the sale or disposition of all or substantially all of Southwest’s assets.
(kk)	“Vested” whether or not the word is capitalized, means: (i) with respect to Options and SAR’s, currently exercisable; (ii) with respect to Restricted Stock Awards and Performance Stock Awards, no longer subject to forfeiture or the restrictions against transfer imposed pursuant to this Plan and the related Agreements; and (iii) with respect to Restricted Stock Units, no longer subject to forfeiture pursuant to this Plan and the related Agreements and currently payable. The words “vest” and “vesting” shall have corresponding meanings.

3. Term of the Plan and Awards.

(a)	Term of the Plan. The Plan shall continue in effect for a term of ten years from the Effective Date, unless sooner terminated pursuant to Paragraph 18 hereof. No Award shall be granted under the Plan after ten years from the Effective Date.
(b)	Term of Awards. The term of each Award granted under the Plan shall be established by the Committee, but shall not exceed 10 years; provided, however, that in the case of an Employee who owns Shares representing more than 10% of the outstanding shares of Common Stock at the time an ISO is granted, the term of such ISO shall not exceed five years.
(c)	Termination of Service and Vesting. Any Awards that are not vested on the date of termination of service shall expire on such date.

4. Shares Subject to the Plan.

(a)

General Rule. Except as otherwise required by the provisions of Paragraph 13 hereof, the aggregate number of Shares deliverable pursuant to Awards shall not exceed 800,000 Shares. Shares issued under the Plan may either be authorized but unissued Shares or Shares held in treasury. If Awards should expire, become unexercisable or be forfeited for any reason without having been exercised or becoming vested in full, the Optioned Shares shall, unless the Plan shall have been terminated, be available for the grant of additional Awards under the Plan, provided that in no event may shares issuable upon the exercise of ISOs granted under the Plan exceed 800,000 Shares, subject to adjustment as provided in Paragraph 13.

(b)

Special Rule for SARs. The number of Shares with respect to which an SAR is granted, but not the number of Shares which Southwest delivers or could deliver to an Employee or individual upon exercise of an SAR, shall be charged against the aggregate number of Shares remaining available under the Plan; provided, however, that in the case of an SAR granted in conjunction with an Option under circumstances in which the exercise of the SAR results in termination of the Option and vice versa, only the number of Shares subject to the Option shall be charged against the aggregate number of Shares remaining available under the Plan. The Shares involved in an Option as to which option rights have terminated by reason of the exercise of a related SAR, as provided in Paragraph 9 hereof, shall not be available for the grant of further Options under the Plan.

5. Administration of the Plan.

(a) Composition of the Committee. The Plan shall be administered by the Committee, which shall consist of not less than three (3) Directors appointed by the Board. All members of the Committee must be Independent Directors. Members of the Committee shall serve at the pleasure of the Board. In the absence at any time of a duly appointed Committee, the Plan shall be administered by the members of the Board who are Independent Directors, acting as the Committee. In the case of Performance Stock Units, the Directors on the Committee also must be outside directors for purposes of Section 162(m) of the Code.

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(b) Powers of the Committee. Except as limited by the express provisions of the Plan or by resolutions adopted by the Board, the Committee shall have sole and complete authority and discretion (i) to select Participants and grant Awards, (ii) to determine the form and content of Awards to be issued in the form of Agreements under the Plan, (iii) to interpret the Plan, (iv) to prescribe, amend and rescind rules and regulations relating to the Plan, and (v) to make other determinations necessary or advisable for the administration of the Plan. The Committee shall have and may exercise such other power and authority as may be delegated to it by the Board from time to time. A majority of the entire Committee shall constitute a quorum and the action of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee without a meeting, shall be deemed the action of the Committee.

(c)	Agreement. Each Award shall be evidenced by a written agreement containing such provisions as may be approved by the Committee. Each such Agreement shall constitute a binding contract between Southwest and the Participant, and every Participant, upon acceptance of such Agreement, shall be bound by the terms and restrictions of the Plan and of such Agreement. The terms of each such Agreement shall be in accordance with the Plan, but each Agreement may include such additional provisions and restrictions determined by the Committee, in its discretion, provided that such additional provisions and restrictions are not inconsistent with the terms of the Plan. In particular, the Committee shall set forth in each Agreement (i) the Exercise Price of an Option or SAR, (ii) the number of Shares subject to, and the expiration date of, the Award, (iii) the manner, time and rate (cumulative or otherwise) of exercise or vesting of such Award, and (iv) the restrictions, if any, to be placed upon such Award, or upon Shares which may be issued upon exercise of such Award.
(d)	The Chairman of the Committee and such other officers as shall be designated by the Committee are hereby authorized to execute Agreements on behalf of Southwest and to cause them to be delivered to the recipients of Awards.
(e)	Effect of the Committee’s Decisions. All decisions, determinations, and interpretations of the Committee shall be final and conclusive on all persons affected thereby.
(f)	Indemnification. In addition to such other rights of indemnification as they may have, the members of the Committee shall be indemnified by Southwest in connection with any claim, action, suit or proceeding relating to any action taken or failure to act under or in connection with the Plan or any Award, granted hereunder to the full extent provided for under Southwest’s Certificate of Incorporation or Bylaws with respect to the indemnification of Directors.

6. Grant of Options.

(a)

General Rule. The Committee, in its sole discretion, may grant ISOs or Non-ISOs to Employees of Southwest or its Affiliates and may grant Non-ISOs to Directors of Southwest or its Affiliates. No person may be granted Options to purchase more than 200,000 Shares in any calendar year.

(b)

Special Rules for ISOs. The aggregate Market Value, as of the date the Option is granted, of the Shares with respect to which ISOs are exercisable for the first time by an Employee during any calendar year (under all incentive stock option plans, as defined in Section 422 of the Code, of Southwest or any present or future Parent or Subsidiary of Southwest) shall not exceed $100,000. Notwithstanding the prior provisions of this paragraph, the Committee may grant Options in excess of the foregoing limitation, in which case such Options granted in excess of such limitation shall be Options which are Non-ISOs.

7. Exercise Price for Options.

(a)

Limits on Committee Discretion. The Exercise Price as to any particular Option granted under the Plan shall not be less than the Market Value of the Optioned Shares on the date of grant. In the case of an Employee who owns Shares representing more than 10% of Southwest’s Outstanding Shares of Common Stock at the time an ISO is granted, the Exercise Price shall not be less than 110% of the Market Value of the Optioned Shares at the time the ISO is granted.

(b)

No Reissuance of Options or SARs. Notwithstanding anything herein to the contrary, the Committee shall not have the authority to cancel outstanding Options or SARs in connection with a reissuance of new Options or SARs at a lower Exercise Price other than as specified in paragraph 13.

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8. Exercise of Options.

(a)	Generally. Any Option granted hereunder shall be exercisable at such times and under such conditions as shall be permissible under the terms of the Plan and of the Agreement granted to a Participant. An Option may not be exercised for a fractional Share.
(b)	Procedure for Exercise. A Participant may exercise Options, subject to provisions relative to its termination and limitations on its exercise, only by (1) written notice of intent to exercise the Option with respect to a specified number of Shares, and (2) payment to Southwest (contemporaneously with delivery of such notice) in cash, in Mature Common Stock, or a combination of cash and Mature Common Stock, of the amount of the Exercise Price for the number of Shares with respect to which the Option is then being exercised. Each such notice (and payment where required) shall be delivered, or mailed by prepaid registered or certified mail, addressed to the Treasurer of Southwest at Southwest’s executive offices. Common Stock utilized in full or partial payment of the Exercise Price for Options shall be valued at its Market Value at the date of exercise.
(c)	Notwithstanding the provisions of any Option that provides for its exercise in installments as designated by the Committee, such Option shall become immediately exercisable upon the Optionee’s death or Disability.
(d)	Period of Exercisability-ISOs. An ISO may be exercised by an Optionee only while the Optionee is an Employee and has maintained Continuous Service from the date of the grant of the ISO, or within three months after termination of such Continuous Service (but not later than the date on which the Option would otherwise expire), except if the Employee’s Continuous Service terminates by reason of:

(i)	“Just Cause” which for purposes hereof shall have the meaning set forth in any unexpired employment or severance agreement between the Optionee and Southwest or any Affiliate (and, in the absence of any such agreement, means termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order), then the Optionee’s rights to exercise such ISO shall expire on the date of such termination;
(ii)	Death, then an ISO of the deceased Optionee may be exercised within two years from the date of his death (but not later than the date on which the Option would otherwise expire) by the personal representatives of his estate or person or persons to whom his rights under such ISO shall have passed by will or by laws of descent and distribution or otherwise shall have transferred pursuant to this Plan;
(iii)	Disability then an ISO may be exercised within one year from the date of such Disability, but not later than the date on which the ISO would otherwise expire.

(e) Period of Exercisability-Non-ISOs. Except to the extent otherwise provided in the terms of an Agreement, a Non-ISO may be exercised by an Optionee only while such Optionee is an Employee, a Director, or a director of an Affiliate, or within three months after termination of such service (but not later than the date on with the Option would otherwise expire), except if the Optionee’s service terminates by reason of:

(i)	“Just Cause” which for purposes hereof shall have the meaning set forth in any unexpired employment or severance agreement between the Optionee and Southwest or any Affiliate (and, in the absence of any such agreement, means termination because of the Optionee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order), then the Optionee’s rights to exercise such Non-ISO shall expire on the date of such termination; or
(ii)	Removal from the board of directors of Southwest or Stillwater National pursuant to the respective certificate of incorporation or articles of association, then the Optionee’s rights to exercise such Non-ISO shall expire on the date of such removal.
(iii)	Death, then a Non-ISO of the deceased Optionee may be exercised within two years from the date of his death (but not later than the date on which the Option would otherwise expire) by the personal representatives of his estate or person or persons to whom his rights under such Non-ISO shall have

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passed by will or by laws of descent and distribution or otherwise shall have transferred pursuant to this Plan;

(iv) Disability, then a Non-ISO may be exercised within one year from the date of such Disability, but not later than the date on which the Non-ISO would otherwise expire.

(f) Effect of the Committee’s Decisions. The Committee’s determination whether a Participant’s Continuous Service has ceased, and the effective date thereof shall be final and conclusive on all persons affected thereby.

9. SARs (Stock Appreciation Rights)

(a) Granting of SARs. In its sole discretion, the Committee may from time to time grant SARs to Employees either in conjunction with, or independently of, any Options granted under the Plan. An SAR granted in conjunction with an Option may be an alternative right wherein the exercise of the Option terminates the SAR to the extent of the number of shares purchased upon exercise of the Option and, correspondingly, the exercise of the SAR terminates the Option to the extent of the number of Shares with respect to which the SAR is exercised. Alternatively, an SAR granted in conjunction with an Option may be an additional right wherein both the SAR and the Option may be exercised. An SAR may not be granted in conjunction with an ISO under circumstances in which the exercise of the SAR affects the right to exercise the ISO or vice versa, unless the SAR, by its terms, meets all of the following requirements:

(i)	The SAR will expire no later than the ISO;
(ii)	The SAR may be for no more than the difference between the Exercise Price of the ISO and the Market Value of the Shares subject to the ISO at the time the SAR is exercised;
(iii)	The SAR is transferable only when the ISO is transferable, and under the same conditions;
(iv)	The SAR may be exercised only when the ISO may be exercised; and
(v)	The SAR may be exercised only when the Market Value of the Shares subject to the ISO exceeds the Exercise Price of the ISO.

(b)	Exercise Price. The Exercise Price as to any particular SAR shall not be less than the Market Value of the Optioned Shares on the date of grant.
(c)	Timing of Exercise. Any election by a Participant to exercise SARs shall be made during the period beginning on the 3rd business day following the release for publication of quarterly or annual financial information and ending on the 12th business day following such date. This condition shall be deemed to be satisfied when the specified financial data is first made publicly available. In no event, however, may an SAR be exercised within the six-month period following the date of its grant.
(d)	Exercise of SARs. An SAR granted hereunder shall be exercisable at such times and under such conditions as shall be permissible under the terms of the Plan and of the Agreement granted to a Participant, provided that an SAR may not be exercised for a fractional Share. Upon exercise of an SAR, the Participant shall be entitled to receive, without payment to Southwest except for applicable withholding taxes, an amount equal to the excess of (or, in the discretion of the Committee if provided in the Agreement, a portion of) the excess of the then aggregate Market Value of the number of Optioned Shares with respect to which the Participant exercises the SAR, over the aggregate Exercise Price of such number of Optioned Shares. This amount shall be payable by Southwest, in the discretion of the Committee, in cash or in Shares valued at the then Market Value thereof, or any combination thereof. The provisions of Paragraphs 8(c) and 8(e) regarding the period of exercisability of Options are incorporated by reference herein, and shall determine the period of exercisability of SARs.
(e)	Procedure for Exercising SARs. To the extent not inconsistent herewith, the provisions of Paragraph 8(b) as to the procedure for exercising Options are incorporated by reference, and shall determine the procedure for exercising SARs.

10. Restricted Stock Awards. Any Share of Restricted Stock which the Committee may grant shall be subject to the following terms and conditions, and otherwise to such other terms and conditions as are either applicable generally to Awards or prescribed by the Committee in the applicable Agreement:

(a) Restriction Period. At the time of each award of Restricted Stock, there shall be established for the Restricted Stock a period (the “Restriction Period”), which shall expire no later than the tenth anniversary of the grant of

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the Award. Restriction Periods may differ among Participants and may have different expiration dates with respect to portions of Shares of Restricted Stock covered by the same Award.

(b)	Vesting Restrictions. The Committee shall determine the events or conditions necessary for the lapse of restrictions applicable to the award of Restricted Stock, which may include, among other things, requirements of Continuous Service for a specified term or the attainment of specific performance standards or goals, which restrictions may differ among Participants. The Agreement for each Restricted Stock Award shall provide for forfeiture of Shares covered thereby to the extent the Restricted Stock does not vest during the Restriction Period, except (i) as the Committee may otherwise determine in the Agreement in connection with the Participant’s death or Disability, or (ii) as required pursuant to Section 13 in connection with a Change in Control.
(c)	Vesting upon Death, or Disability. The Committee shall set forth in the Agreement the percentage of the award of Restricted Stock, if any, not otherwise vested which shall vest in the event of death or disability.
(d)	Acceleration of Vesting. Notwithstanding the Restriction Period and the restrictions imposed on the Restricted Stock as set forth in any Agreement, the Committee may shorten the Restriction Period or waive any restrictions set forth therein, if the Committee concludes that it is in the best interests of Southwest to do so.
(e)	Ownership and Voting. Stock certificates shall be issued in respect of Restricted Stock awarded hereunder and shall be registered in the name of the Participant, whereupon the Participant shall become a shareholder of Southwest with respect to such Restricted Stock and shall, to the extent not inconsistent with express provisions of the Plan, have all the rights of a shareholder, including but not limited to the right to receive all dividends paid on such Shares and the right to vote such Shares. Said stock certificates shall be deposited with Southwest or its designee, together with a stock power endorsed in blank, and the following legend shall be placed upon such certificates reflecting that the shares represented thereby are subject to restrictions against transfer and forfeiture:

“The transferability of this certificate and the shares of stock represented thereby are subject to the terms and conditions (including forfeiture) contained in the Southwest Bancorp, Inc. 2008 Stock Based Award Plan, and an agreement entered into between the registered owner and Southwest Bancorp, Inc. Copies of such Plan and Agreement are on file in the offices of the Secretary of Southwest Bancorp, Inc., 608 South Main Street, Stillwater, Oklahoma 74074.”

(f) Delivery of Vested Shares. Upon vesting of Common Stock pursuant to a Restricted Stock Award, Southwest shall promptly deliver the certificates for such Common Stock that have been deposited with it or its designee. If a legend has been placed on such certificates pursuant to this Plan, Southwest shall cause such certificates to be reissued without such legend. Delivery will be made to the Participant, or the legal representative of the Participant’s estate, or if the personal representative of the Participant’s estate shall have assigned the estate’s interest in the Restricted Stock, to the person or persons to whom his rights under such Stock shall have passed by assignment pursuant to his or her will or to the laws of descent and distribution.

11. Performance Stock Award Any Shares of Performance Stock which the Committee may grant shall be subject to the following terms and conditions, and otherwise to such other terms and conditions as are either applicable generally to Awards or prescribed by the Committee in the applicable Agreement.

(a)	Maximum Award. No Participant may receive a Performance Stock Award with a Market Value of greater than $2,500,000 at the date of Award.
(b)	Performance Period. At the time of each award of Performance Stock, there shall be established for the Performance Stock Award a period during which the performance goals established by the Committee for the Award may be achieved (the “Performance Period”) which shall expire no later than the tenth anniversary of the grant of the Award. Performance Periods may differ among Participants and may have different expiration dates with respect to portions of shares of Performance Stock covered by the same Award.
(c)	Vesting Restrictions. The Committee shall determine the restrictions applicable to the award of Performance Stock, based upon the attainment of specific corporate, divisional, or individual performance standards or goals, which restrictions may differ with respect to each Participant. A Performance Stock Award will not vest until the Committee certifies (as described in Section 162(m) of the Code) that the applicable performance goals have been satisfied. At the discretion of the Committee, the goals may be based upon the attainment of

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one or more of the following business criteria (determined either in absolute terms or relative to the performance of one or more similarly situated companies or a published index covering the performance of a number of companies): stock price; earnings per share; stock total return; and consolidated or business unit: net income, pre-tax net income, return on average equity, return on average assets, loan or deposit growth, net interest margin or spread, net loan yield, charge-offs, problem asset levels, operating expenses, numbers of transaction accounts, and efficiency ratio. The Committee may adjust the performance goals based upon factors it deems appropriate, such as the costs of business restructuring, unusual events, and changes in tax law or accounting principles. The Agreement shall provide for forfeiture of Shares covered thereby to the extent the Performance Stock does not vest during the Performance Period, except (i) as the Committee may otherwise determine in connection with the Participant’s death or Disability at the date of grant, or (ii) as required pursuant to Section 13 in connection with a Change in Control.

(d)	Vesting upon Death or Disability. The Committee shall set forth in the Agreement the percentage of the award of Performance Stock, if any, which shall vest in the Participant in the event of death or Disability prior to the expiration of the Restriction Period or the satisfaction of the restrictions applicable to an award of Performance Stock.
(e)	Acceleration of Vesting. Notwithstanding the Restriction Period and the restrictions imposed on the Performance Stock, as set forth in any Agreement, the Committee may shorten the Restriction Period or waive any restrictions, if the Committee concludes that it is in the best interests of Southwest to do so.
(f)	Ownership; Voting. Stock certificates shall be issued in respect of Performance Stock awarded hereunder and shall be registered in the name of the Participant, whereupon the Participant shall become a shareholder of Southwest with respect to such Performance Stock and shall, to the extent not inconsistent with express provisions of the Plan, have all the rights of a shareholder, including but not limited to the right to receive all dividends paid on such Shares and the right to vote such Shares. Said stock certificates shall be deposited with Southwest or its designee, together with a stock power endorsed in blank, and the following legend shall be placed upon such certificates reflecting that the shares represented thereby are subject to restrictions against transfer and forfeiture:

“The transferability of this certificate and the shares of stock represented thereby are subject to the terms and conditions (including forfeiture) contained in the Southwest Bancorp, Inc. 2008 Stock Based Award Plan, and an agreement entered into between the registered owner and Southwest Bancorp, Inc. Copies of such Plan and Agreement are on file in the offices of the Secretary of Southwest Bancorp, Inc., 608 South Main Street, Stillwater, Oklahoma 74074.”

(g) Delivery of Vested Shares. Upon vesting of Common Stock pursuant to a Performance Stock Award, Southwest shall promptly deliver the certificates for such Common Stock that have been deposited with it or its designee. If a legend has been placed on such certificates pursuant to this Plan, Southwest shall cause such certificates to be reissued without such legend. Delivery will be made to the Participant, or the legal representative of the Participant’s estate, or if the personal representative of the Participant’s estate shall have assigned the estate’s interest in the Performance Stock, to the person or persons to whom his rights under such Common Stock shall have passed by assignment pursuant to his or her will or to the laws of descent and distribution.

12. Restricted Stock Unit Awards. Any Restricted Stock Units which the Committee may grant shall be subject to the following terms and conditions, and otherwise to such other terms and conditions as are either applicable generally to Awards, or prescribed by the Committee in the applicable Agreement.

(a)

Restriction Period. At the time of each award of Restricted Stock Unit, there shall be established for the Restricted Stock Unit a period (the “Restriction Period), which shall expire no later than the tenth anniversary of the grant of the Award. Restriction Periods may differ among Participants and may have different expiration dates with respect to portions of Restricted Stock Units covered by the same Award

(b)

Vesting Restrictions. The Committee shall determine the events or conditions necessary for the lapse of restrictions applicable to the Award of Restricted Stock Units, which may include, among other things, requirements of Continuous Service for a specified term or the attainment of specific performance standards or goals, which restrictions may differ among Participants. The Agreement for each Restricted Stock Unit Award shall provide for forfeiture of Restricted Stock Units covered thereby to the extent the Restricted Stock Units

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do not vest during the Restriction Period, except (i) as the Committee may otherwise determine in the Agreement in connection with the Participant’s death or Disability, or (ii) as required pursuant to Section 13 in connection with a Change in Control.

(c)	Vesting upon Death, Disability, or Retirement. The Committee shall set forth in the Agreement the percentage of the award of Restricted Stock Units, if any, not otherwise vested which shall vest in the event of death, disability, or retirement.
(d)	Acceleration of Vesting. Notwithstanding the Restriction Period and the restrictions imposed on the Restricted Stock Unites as set forth in any Agreement, the Committee may shorten the Restriction Period or waive any restrictions set forth therein, if the Committee concludes that it is in the best interests of Southwest to do so.
(e)	Payment. Upon vesting of Common Stock Units pursuant to a Restricted Stock Unit Award, Southwest shall promptly pay to the Participant, or the legal representative of the Participant’s estate, or if the personal representative of the Participant’s estate shall have assigned the estate’s interest in the Restricted Stock Unit, to the person or persons to whom his rights under such Stock shall have passed by assignment pursuant to his will or to the laws of descent and distribution, one unrestricted, fully transferrable share of Common Stock for each vested Restricted Stock Unit, or the Market Value per Share in cash on the date of vesting, as determined by the Committee in its discretion.

13. Effect of Changes in Control and Changes in Common Stock Subject to the Plan.

(a) Effects of Change in Control.

(i)	Notwithstanding the provisions of any Award that provides for its exercise or vesting in installments, all Awards shall be immediately exercisable and fully vested upon a Change in Control except as may be expressly provided in the governing Agreement for a Performance Stock Award.
(ii)	At the time of a Change in Control, each Optionee shall, at the sole and absolute discretion of the Committee, be entitled to receive a cash payment in an amount equal to the excess of the Market Value of the Shares subject to such Option over the Exercise Price of such Option, provided that in no event may an Option be cancelled in exchange for cash within the six-month period following the date of its grant. For purposes of calculating this payment, the Market Value shall be the Market Value at the date of the Change in Control as determined by the Committee.
(iii)	In the event there is a Transaction, all outstanding Awards shall be surrendered. With respect to each Award so surrendered, the Committee shall in its sole and absolute discretion determine whether the holder of each Award so surrendered shall receive—

(A)	For each Share then subject to an outstanding Award, an Award for the number and kind of shares into which each Outstanding Share (other than Shares held by dissenting shareholders) is changed or exchanged, together with an appropriate adjustment to the Exercise Price in the case of Options and SARs; or
(B)	With respect to Options, the number and kind of shares into which each Outstanding Share (other than Shares held by dissenting shareholders) is changed or exchanged in the Transaction that are equal in market value to the excess of the Market Value on the date of the Transaction of the Shares subject to the Option, over the Exercise Price of the Option; or
(C)	A cash payment (from Southwest or the successor corporation), in an amount equal to the excess of the Market Value on the date of the Transaction of the Shares subject to the Award, less the Exercise Price of the Award in the case of Options and SARs.

The decision of the Committee as to whether a Change in Control has occurred shall be conclusive and binding and is to be a ministerial rather than a discretionary decision.

(b) Recapitalizations, Stock Splits, Etc. The number and kind of shares reserved for issuance under the Plan, and the number and kind of shares subject to outstanding Options and the Exercise Price thereof, shall be proportionately adjusted for any increase, decrease, change or exchange of Shares for a different number or kind of shares or other securities of Southwest which results from a merger, consolidation, recapitalization, reorganization, reclassification, stock dividend, split-up, combination of shares, or similar event in which the number or kind of shares is changed without the receipt or payment of consideration by Southwest.

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(c) Special Rule for ISOs. Any adjustment made pursuant to subparagraphs (a)(iii)(A) or (B) of this Paragraph shall be made in such a manner as not to constitute a modification, within the meaning of Section 424(h) of the Code, of outstanding ISOs.

(d)

Conditions and Restrictions on New, Additional, or Different Shares or Securities. If, by reason of any adjustment made pursuant to this Paragraph, a Participant becomes entitled to new, additional, or different shares of stock or securities, such new, additional, or different shares of stock or securities shall thereupon be subject to all of the conditions and restrictions which were applicable to the Shares pursuant to the Award before the adjustment was made.

(e)

Other Issuances. Except as expressly provided in this Paragraph, the issuance by Southwest or an Affiliate shares of stock of any class, or of securities convertible into Shares or stock of another class, for cash or property or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, shall not affect, and no adjustment shall be made with respect to, the number, class, or Exercise Price of Shares then subject to Awards or reserved for issuance under the Plan.

14. Non-Transferability of Awards.

(a)	ISOs may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution, or pursuant to the terms of a “qualified domestic relations order” (within the meaning of Section 414(p) of the Code and the regulations and rulings thereunder).
(b)	Awards other than ISOs may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution, pursuant to the terms of a “qualified domestic relations order” (within the meaning of Section 414(p) of the Code and the regulations and rulings thereunder), or, in the sole discretion of the Committee, in connection with a transfer for estate or retirement planning purposes to a trust established for such purposes.
(c)	An unvested Performance Stock Award may not be transferred during the Performance Period.

15. Time of Granting Awards.

The date of grant of an Award shall, for all purposes, be the later of the date on which the Committee makes the determination of granting such Award, and the Effective Date. Notice of the determination shall be given to each Participant to whom an Award is so granted within a reasonable time after the date of such grant.

16. Effective Date.

The Plan shall be effective as of approval by the shareholders of Southwest.

17. Modification of Awards.

At any time, and from time to time, the Board may authorize the Committee to direct execution of an instrument providing for the modification of any outstanding Award, provided no such modification shall confer on the holder of said Award any right or benefit which could not be conferred on him or her by the grant of a new Award at such time, or impair the Award without the consent of the holder of the Award.

18. Amendment and Termination of the Plan.

(a)

The Board may from time to time amend the terms of the Plan and, with respect to any Shares at the time not subject to Awards, suspend or terminate the Plan; provided that the provisions of Paragraph 9 may not be amended more than once every six months (other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder) , and provided further that any amendment that is “material” within the meaning of Rule 16b-3 shall be subject to shareholder approval.

(b)

No amendment, suspension or termination of the Plan shall, without the consent of any affected holders of an Award, alter or impair any rights or obligations under any Award theretofore granted.

19. Conditions upon Issuance of Shares.

(a) Compliance with Securities Laws. Shares of Common Stock shall not be issued with respect to any Award unless the issuance and delivery of such Shares shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, any applicable state securities law, and the requirements of any stock exchange upon which the Shares may

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then be listed. The Plan is intended to comply with Rule 16b-3, and any provision of the Plan which the Committee determines in its sole and absolute discretion to be inconsistent with said Rule shall, to the extent of such inconsistency, be inoperative and null and void, and shall not affect the validity of the remaining provisions of the Plan.

(b)

Special Circumstances. The inability of Southwest to obtain approval from any regulatory body or authority deemed by Southwest’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve Southwest of any liability in respect of the non-issuance or sale of such Shares. As a condition to the exercise of an Option or SAR, Southwest may require the person exercising the Option or SAR to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of federal or state securities law.

(c)

Committee Discretion. The Committee shall have the discretionary authority to impose in Agreements such restrictions on Shares as it may deem appropriate or desirable, including but not limited to the authority to impose a right of first refusal or to establish repurchase rights or both of these restrictions.

20. Reservation of Shares.

Southwest, during the term of the Plan, will reserve and keep available a number of Shares sufficient to satisfy the requirements of the Plan.

21. Withholding Tax.

Southwest’s obligation to deliver dividends on Restricted Stock, or to deliver Shares upon exercise of Options and/or SARs or upon the vesting of Restricted Stock (or such earlier time that the Participant makes an election under Section 83(b) of the Code) shall be subject to the Participant’s satisfaction of all applicable federal, state and local income and employment tax withholding obligations. The Committee, in its discretion, may permit the Participant to satisfy the obligation, in whole or in part, by irrevocably electing to have Southwest withhold Shares, or to deliver to Southwest Shares that he already owns, having a value equal to the amount required to be withheld. The value of Shares to be withheld, or delivered to Southwest, shall be based on the Market Value of the Shares on the date the amount of tax to be withheld is to be determined. As an alternative, Southwest may retain, or sell without notice, a number of such Shares sufficient to cover the amount required to be withheld.

22. No Employment or Other Rights.

In no event shall an Employee’s eligibility to participate or participation in the Plan create or be deemed to create any legal or equitable right of the Employee or any other party to continue service with Southwest, Stillwater National, or any Affiliate of such corporations. No Employee shall have a right to be granted an Award or, having received an Award, the right to again be granted an Award. However, an Employee who has been granted an Award may, if otherwise eligible, be granted an additional Award or Awards.

23. Governing Law.

The Plan shall be governed by and construed in accordance with the laws of the State of Oklahoma, except to the extent that federal law shall be deemed to apply.

24. Successors and Assigns.

The Plan shall be binding upon Southwest’s successors and assigns.

* * *

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EX-10.2

Exhibit 10.2

Southwest Bancorp, Inc.
Restricted Stock Award Amendment
June 26, 2008

Southwest Bancorp, Inc. and the undersigned non-officer director hereby agree to the elimination of the provisions in previously awarded grants of restricted stock calling for acceleration of vesting upon retirement. A copy of this amendment shall be attached to each affected restricted stock award agreement.

SOUTHWEST BANCORP, INC.
 

By:  

DIRECTOR 

Signature 

Print Name 

EX-31.A

Exhibit 31(a)

Rule 13a-14(a)/15d-14(a) Certification

     I, Rick Green, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Southwest Bancorp, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based upon such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2008	/s/ Rick Green
	Rick Green
	President and Chief Executive Officer (Principal Executive Officer)

EX-31.B

Exhibit 31(b)

Rule 13a-14(a)/15d-14(a) Certification

     I, Kerby Crowell, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Southwest Bancorp, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based upon such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2008	/s/ Kerby Crowell
	Kerby Crowell
	Executive Vice President, Chief Financial Officer and Secretary (Principal Financial Officer)

EX-32.A

Exhibit 32(a)

18 U.S.C. Section 1350 Certification

I hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2003, to the best of my knowledge and belief, that the accompanying Form 10-Q of Southwest Bancorp, Inc. (“Southwest”) for the six months and quarterly period ended June 30, 2008, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and that the information contained in this Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Southwest.

By:	/s/ Rick Green	August 7, 2008
	Rick Green	Date
	President and Chief Executive Officer (Principal Executive Officer)

EX-32.B

Exhibit 32(b)

18 U.S.C. Section 1350 Certification

I hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2003, to the best of my knowledge and belief, that the accompanying Form 10-Q of Southwest Bancorp, Inc. (“Southwest”) for the six months and quarterly period ended June 30, 2008, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and that the information contained in this Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Southwest.

By:	/s/ Kerby Crowell	August 7, 2008
	Kerby Crowell	Date
	Executive Vice President, Chief Financial Officer and Secretary (Principal Financial Officer)