8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  December 28, 2006

Southwest Bancorp, Inc.

(Exact name of registrant as specified in its charter)

COMMISSION FILE NUMBER:  

OK
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

608 South Main Street

Stillwater, OK 74074

(Address and zip code of principal executive offices)

405-372-2230

(Registrant's telephone number, including area code)

CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 28, 2006, Stillwater National Bank and Trust Company (“Stillwater National”), wholly owned subsidiary of Southwest Bancorp, Inc. (“Southwest”), entered a Director’s Deferred Compensation Plan (2007 Plan Agreement) (the “Agreement”) with James M. Johnson, a director of Stillwater National and Southwest. Other directors elected not to participate, although all directors of Stillwater National were eligible to enter such an agreement.

Under the Agreement, Mr. Johnson will defer 50% of his 2007 retainer and other board fees until the later of January 15th of the year immediately following the year in which he no longer serves as a director of Southwest or any of its affiliates, and, except in the case of his earlier death or disability, a date that is at least six months after the time he no longer serves as a director. The During the time of deferral the amounts deferred will earn interest each calendar quarter at an annualized rate equal to one percent less than the annualized rate earned by Stillwater National on its total earning assets for the previous quarter. The deferrals are not funded, and Mr. Johnson will remain a general creditor of Stillwater National for the amounts due under the Agreement. The amounts are intended to be deferred for federal income tax purposes until they are paid out. The Agreement further provides that it will be amended as may be necessary to comply in all respects wit h Section 409A of the Internal Revenue Code as added by the American Jobs Creation Act of 2004 and related Internal Revenue Service regulations and procedures.

SIGNATURE

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, hereunto duly authorized.

Southwest Bancorp, Inc.
By:	/s/ Rick Green
Name:	Rick Green
Title:	President and CEO
Date:	January 2, 2007

EX-10

Exhibit 10

THE STILLWATER NATIONAL BANK AND TRUST COMPANY

DIRECTORS’ DEFERRED COMPENSATION PLAN

(2007 PLAN AGREEMENT)

____________________

Directors’ Deferred Compensation Agreement

____________________

AGREEMENT, made this 28th day of December 2006, by and between James M. Johnson (the "Participant"), and Stillwater National Bank and Trust Company (the "Bank").

WHEREAS, the Bank has established the Stillwater National Bank and Trust Company Director’s Deferred Compensation Plan (the "Plan"), and the Participant is eligible to participate in said Plan:

WHEREAS, no election to defer 2007 compensation hereunder shall be valid unless made prior to January 1, 2007.

NOW THEREFORE, it is mutually agreed as follows:

1.	The Participant, by the execution hereof, agrees to participate in the Plan upon the terms and conditions set forth herein, and, in accordance therewith, makes the following elections:
	(a)	The amount of compensation which the Participant hereby elects to defer is:
		(i)	Fifty percent (50%) of the amount of 2007 retainer(s) otherwise earned; and/or
		(ii)	Fifty percent (50%) all amounts of board and committee meeting fees during 2007.
	(b)	Percentages elected must be 0% or more than 10%.
	(c)	This election will continue in force until revoked by the Participant in a writing sent to the Bank, or until the Participant ceases service with the Bank, or until the Plan is terminated by appropriate corporate action, whichever shall first occur.
	(d)	Until distributed to the Participant, the amounts deferred pursuant to paragraph 1(a) hereof shall appreciate for each calendar quarter in a calendar year as though they were invested in an uninsured, nondeposit fund account having an annual return for each calendar quarter equal to one percentage point (1.00%) less than the annualized average interest rate earned (non-taxable equivalent) by the Bank on average interest-earning assets for the previous calendar quarter, as calculated in good faith by the Bank.
	(e)	The amounts deferred and any related accumulated income on such deferrals shall be distributed beginning during the first 15 days of January of:

 [Choose One]

		(i)	X Option I: the calendar year immediately following the year in which the Participant no longer serves as a director of the Bank and any of its successors or affiliates.
		(ii)	Option II: the year in which the Participant attains 72 years of age.
		(iii)	Option III: the later of the calendar year immediately following the year in which the Participant no longer serves as a director of the Bank and any of its successors or affiliates, and ______________, ______(a specific date not later than the year in which the Participant will attain 72 years of age).
2.	Provided that in no event may distributions begin before the earliest of (i) six months after the date on which Participant no longer serves as a director of the Bank and any of its successors or affiliates; (ii) the date of the Participant’s death; (iii) the date, if any, specified in Section 1(e)(iii), above; and, as defined for purposes of §409A, as defined below, and subject to the limitations thereof, (iv) the Participant’s disability, (v) the occurrence of an unforeseen financial emergency, and (vi) a change in ownership of the Bank or Southwest Bancorp, Inc, provided that, except as may be allowed by §409(A) no distribution may be made before (A) the expiration of six months after the date on which Participant no longer serves as a director of the Bank and any of its successors or affiliates, or (B) the Participant’s earlier deat h.
	(a)	The Participant, pursuant to the Plan, hereby elects to have the amount deferred and any related accumulated earnings distributed as follows:

[Choose One]

		(i)	X monthly over a ten-year period
		(ii)	monthly over a five-year period
		(iii)	monthly over a fifteen-year period, provided that if such election causes taxation of amounts deferred and/or accumulated deferred income or distributions thereof to be accelerated under applicable federal income tax law, such distribution shall be monthly over a ten-year period
		(iv)	in a lump sum
	(b)	All distributions made pursuant to the Plan and this Agreement will be made in cash.
3.	The Participant hereby designates the following to be his or her beneficiary and to receive the balance of any unpaid deferred compensation and related earnings:

Name: Laura S. Johnson

Address: _________________________________________________________________________

4.	Except for the beneficiary designation made in paragraph 3 hereof (which may be revised at any time and from time to time), the elections made herein shall be irrevocable with respect to (i) the time and method of payment of the amounts deferred during the term of the Agreement, and (ii) the deemed future investment on such amounts. Any changes to the elections made under Section 1(d) hereof by said Participant will be limited to the range of choices offered herein, if any, and shall be prospective only.
5.	The Bank agrees to make payment of the amount due the Participant in accordance with the terms of the Plan and the elections made by the Participant herein.
6.	The Plan is an unfunded plan. The Participant and beneficiary are general, unsecured creditors of the Bank for the payment of benefits under this Agreement.
7.	The parties hereto intend that this Plan shall comply in all respects with Section 409A of the Internal Revenue Code as added by the American Jobs Creation Act of 2004 and related Internal Revenue Service regulations and procedures (together “§409A”). Accordingly, any term of this Plan that conflicts with §409A shall be amended to the extent necessary to remove such conflict (or shall be removed if necessary to comply with §409A) and any provision required by §409A shall be added, effective as of the date of this Agreement. It is the intent of the parties hereto that this Plan will be restated to reflect any such amendments or additions within a reasonable period following the publication of applicable final regulations and procedures by the Internal Revenue Service. This section shall not be deemed to amend Plans entered prior to the date hereof. Determination of compliance with §40 9A shall be made by the Bank in its good faith discretion.

 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first above-written.

       PARTICIPANT

       /s/ James M. Johnson

       James M. Johnson

       Participant

       STILLWATER NATIONAL BANK

       AND TRUST COMPANY

       /s/ Rick Green

       By Rick Green

       Its President and CEO