UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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SOUTHWEST BANCORP, INC.
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March 13, 2012

Dear Fellow Shareholder:

We invite you to attend our 2012 Annual Meeting of Shareholders to be held in the Auditorium, Room 215, of the Stillwater Public Library, 1107 South Duck Street, Stillwater, Oklahoma on Thursday, April 26, 2012 at 11:00 a.m., Central Time.

The 2011 results are presented in detail in the enclosed Annual Report.

The Annual Meeting has been called to elect directors; to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year 2012; to approve a proposal regarding our executive compensation decisions; and to consider any other matters that properly come before the Annual Meeting or any adjournments. Directors and officers of Southwest, as well as representatives of Ernst & Young LLP, will be present to respond to any questions the shareholders may have.

Your vote is important to Southwest. Please complete the proxy card and return it in the enclosed, postage-paid envelope or vote your shares by telephone or on the internet as described in the Proxy Statement.

Thank you for investing in Southwest.

Sincerely,

SOUTHWEST BANCORP, INC.

608 South Main Street

Stillwater, Oklahoma 74074

(405) 372-2230

NOTICE OF ANNUAL MEETING

March 13, 2012

The Annual Meeting of Shareholders of Southwest Bancorp, Inc. (“Southwest”) will be held in the Auditorium, Room 215, of the Stillwater Public Library, 1107 South Duck Street, Stillwater, Oklahoma at 11:00 a.m., Central Time, on Thursday, April 26, 2012.

The Annual Meeting is for the purpose of considering and acting upon:

1. The election of twelve directors of Southwest;

2. The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year 2012;

3. The advisory proposal to approve the compensation of certain executive officers; and

4. The transaction of such other matters that properly come before the Annual Meeting or any adjournments thereof.

Your Board of Directors unanimously recommends a vote “FOR” the election of the persons nominated for election, “FOR” the ratification of Ernst & Young LLP, and “FOR” approval of the compensation of certain executive officers. The Board is not aware of any other business to come before the Annual Meeting.

Only shareholders of record at the close of business on March 1, 2012 are entitled to vote at the Annual Meeting and any adjournments or postponements. A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed. Whether or not you attend the meeting in person, it is important that your Southwest shares be represented and voted. Please vote by completing, signing, and dating your proxy card and returning it as soon as possible in the enclosed, postage-paid envelope. Alternatively, you may vote by telephone using the toll-free telephone number included on the proxy card or vote by internet through the website indicated on the proxy card. This proxy is revocable. You may change your proxy later or vote in person at the meeting, if you wish.

A complete list of shareholders entitled to vote at the Annual Meeting will be open for examination by any shareholder for any purpose germane to the Annual Meeting during ordinary business hours at Southwest’s main office during the ten days prior to the Annual Meeting.

The proxy statement, voting instruction card, and Southwest’s Annual Report are being distributed on or about March 13, 2012.

Important Notice Regarding Availability of Proxy Materials

The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.envisionreports.com/oksb.

	BY ORDER OF THE BOARD OF DIRECTORS
Stillwater, Oklahoma	Laura Robertson
March 13, 2012	SECRETARY

SOUTHWEST BANCORP, INC.

PROXY STATEMENT

TABLE OF CONTENTS

QUESTIONS AND ANSWERS	1
PROPOSAL 1—ELECTION OF DIRECTORS	3
BOARD MEETINGS AND COMMITTEES	6
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT	6
DIRECTOR INDEPENDENCE	9
DIRECTOR COMPENSATION	12
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS	13
OWNERS OF MORE THAN 5% OF SOUTHWEST’S COMMON STOCK	14
COMPENSATION DISCUSSION AND ANALYSIS	15
COMPENSATION COMMITTEE REPORT	25
EXECUTIVE COMPENSATION	28
CERTAIN TRANSACTIONS	31
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	32
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS	32
REPORT OF THE AUDIT COMMITTEE	33
INCORPORATION BY REFERENCE	33
PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012	34
PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION	34
CODE OF ETHICS	34
OTHER MATTERS	35
SHAREHOLDER PROPOSALS AND COMMUNICATIONS	35
ANNUAL REPORT ON FORM 10-K	35

PROXY STATEMENT

QUESTIONS AND ANSWERS

Q: What am I voting on?

A: You are voting on:

• The re-election of the following twelve directors: James E. Berry II, Tom D. Berry, John Cohlmia, David S. Crockett Jr., Rick Green, J. Berry Harrison, James M. Johnson, David P. Lambert, Marran H. Ogilvie, Linford R. Pitts, Robert B. Rodgers, and Russell W. Teubner each for a one-year term (See page 3);

• A proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year (See page 34);

• An advisory (nonbinding) proposal to approve the compensation of our Chief Executive Officer, Chief Financial Officer, and three most highly compensated other executive officers (See page 34).

Q: Who is entitled to vote at the Annual Meeting?

A: Shareholders of Southwest’s common stock as of the close of business on March 1, 2012 (the “Record Date”) are entitled to vote at the meeting.

Q: How do I vote?

A: You may vote by completing, signing, and dating the proxy card and returning it in the enclosed, postage-paid envelope. If you return your signed proxy card but do not indicate your voting preference, your card will be voted in favor of the re-election of all twelve directors, for the proposal to ratify the appointment of Ernst & Young LLP, and for the proposal to approve the compensation of our Chief Executive Officer, Chief Financial Officer, and three most highly compensated other executive officers. You have the right to revoke your proxy any time before the Annual Meeting, and shareholders who attend the meeting may withdraw their proxies and vote in person if they wish.

Many of our shareholders have the option to submit their proxies or voting instructions by telephone or through the internet instead of submitting proxies by mail using the enclosed proxy card. Please note that there are different arrangements for using the telephone and the internet depending on whether your shares are registered in Southwest’s stock records in your name or in the name of a brokerage firm or bank. Southwest shareholders should check their proxy card or the voting instructions forwarded by their broker, bank, or other holder of record to see which options are available. If you have internet access, we encourage you to record your vote on the internet.

The telephone and internet procedures described below for submitting your proxy or voting instructions are designed to authenticate shareholders’ identities, to allow shareholders to have their shares voted, and to confirm that their instructions have been properly recorded. Stockholders submitting proxies or voting instructions via the internet should understand that there may be costs associated with electronic access, such as usage charges from internet access providers and telephone companies that will be borne by the shareholder.

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Southwest holders of record may submit their proxies by telephone, by calling the toll-free number indicated on their proxy card and following the recorded instructions; or through the internet, by visiting the website indicated on their proxy card and following the instructions.

The deadline for voting by telephone or through the internet is 1:00 a.m. Central Time on April 26, 2012.

Q: Who will count the votes?

A: Computershare Investor Services, LLC, Southwest’s transfer agent, will tabulate the votes.

Q: What should I do if I receive more than one proxy card?

A: If you receive more than one proxy card, it indicates that you own shares in more than one account or that your shares are registered in more than one name. You should vote the shares represented by all proxy cards you receive by completing, signing, dating, and returning each proxy card in the enclosed, postage-paid envelope or by telephone or the internet.

Q: What constitutes a quorum at the Annual Meeting?

A: On the Record Date there were 19,445,913 shares of Southwest common stock issued and outstanding. Each share is entitled to one vote on all matters voted on at the Annual Meeting. A majority of the outstanding shares present or represented by proxy will be a quorum for the Annual Meeting. If you submit a properly executed proxy card, you will be considered part of the quorum. Abstentions and shares held for you by your broker or nominee (broker shares) that are voted on any matter are included in the quorum. Broker shares that are not voted on any matter are not included in the quorum and will not be included in determining the number of votes cast in the election of directors; the ratification of the appointment of Ernst & Young LLP; and approval of the compensation of our Chief Executive Officer, Chief Financial Officer, and three most highly compensated other executive officers.

Q: Who may attend the Annual Meeting?

A: All shareholders as of the Record Date may attend, although seating is limited.

Q: What percentage of Southwest stock did directors and executive officers of Southwest own on the Record Date?

A: Together, they owned approximately 5.93% of Southwest issued and outstanding common stock.

Q: Who pays for this proxy solicitation and how will solicitation occur?

A: Southwest’s Board of Directors is soliciting this proxy, and Southwest will pay the cost of the solicitation. In addition to the use of the mail, employees of Southwest may solicit proxies personally or by telephone, fax, or electronic mail, without additional compensation. Southwest has retained Georgeson Inc. to assist with the solicitation for a fee of $11,000, plus reimbursement of out-of-pocket expenses. Banks, brokerage houses, and other nominees and fiduciaries are requested to forward the proxy material to beneficial owners of Southwest stock and to obtain authorization to execute proxies on behalf of the beneficial owners. Upon request, Southwest will reimburse these parties for their reasonable expenses in forwarding proxy material to beneficial owners.

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PROPOSAL 1—ELECTION OF DIRECTORS

Your Board of Directors currently is composed of thirteen members, each elected annually for a one-year term or until his or her successor is qualified.

The Board of Directors has nominated for re-election James E. Berry II, Tom D. Berry, John Cohlmia, David S. Crockett Jr., Rick Green, J. Berry Harrison, James M. Johnson, David P. Lambert, Marran H. Ogilvie, Linford R. Pitts, Robert B. Rodgers, and Russell W. Teubner, all of whom currently are directors, each to serve for a term of one year and until his or her successor is elected and qualified. Each nominee must be elected by a plurality of shares voted in this election. The individuals named as proxies on your proxy card will vote for the election of each nominee unless you withhold authorization.

Mr. Joe Berry Cannon, who has served as a director of Southwest since its organization in 1981 and as a director of Stillwater National Bank and Trust Company, Southwest’s principal banking subsidiary, since 1967, is retiring at this Annual Meeting, but will continue as a non-voting advisory director. His contributions are greatly appreciated. The board currently intends to reduce the number of directors to twelve upon Mr. Cannon’s retirement.

Each shareholder voting in the election of directors is entitled to cumulate his or her votes by multiplying the number of shares of common stock owned of record by the shareholder on the Record Date by the number of directors to be elected. Each shareholder is then entitled to cast his or her total cumulated votes for one nominee or distribute his or her votes among any number of the nominees being voted on at the Annual Meeting. Shareholders may not cumulate their votes on the form of proxy solicited by the Board of Directors. In order to cumulate votes, shareholders must attend the meeting and vote in person or make arrangements with their own proxies. Unless otherwise specified in the proxy, however, the right is reserved, in the sole discretion of the Board of Directors, to vote cumulatively and to distribute votes among some or all of the nominees of the Board of Directors in a manner other than equally so as to elect as directors the maximum possible number of such nominees.

Each nominee has agreed to serve for a one-year term, if elected. If any nominee is unable to stand for re-election at this Annual Meeting, the Board may (i) reduce its size or (ii) nominate an alternate candidate, in which case the proxies will be voted for the alternate candidate.

Your Board recommends a vote “FOR” these directors.

DIRECTOR NOMINEES

Following are brief descriptions of the business experience of our director nominees, and of additional factors, including special skills, knowledge, and experience, of non-officer directors that support their nomination. The nominees also satisfy the minimum criteria for nomination established by Southwest’s Governance Committee. For additional information regarding nomination criteria, please see “Nominations for the Board of Directors” on page 8.

James E. Berry II Director Since 1998

Mr. Berry, age 66, is the current owner of Pizza Berry, Inc. dba Pizza West in Stillwater, OK. He previously owned Shading Concepts, a company that manufactured and sold solarium draperies, for 22

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years. He has a B.S. in finance/money and banking from Oklahoma State University. From 1973 to 1988, Mr. Berry was a stockbroker in Oklahoma City with a major Wall Street firm. He is a past President of the United States Chess Federation. J. Berry Harrison and Robert B. Rodgers are his cousins. Additional Factors: Knowledge of Oklahoma markets; experience as a small business owner, investor, and securities professional; significant ownership of Southwest common stock; continuing director education focusing on corporate governance at Harvard Business School, Stanford University, and Wharton.

Tom D. Berry Director Since 1981

Mr. Berry, age 68, is involved in oil and gas exploration in North Central Oklahoma, and is an Auctioneer and Real Estate Broker in Stillwater, Oklahoma. Additional Factors: Knowledge of Oklahoma markets; experience as a small business owner and investor.

John Cohlmia Director Since 2006

Mr. Cohlmia, age 49, was appointed as a director of the Company on July 27, 2006. He has been a director of Stillwater National Bank and Trust Company since August 2003. Mr. Cohlmia is a Real Estate Broker and owner of Levy Beffort of Oklahoma City, Oklahoma. Additional Factors: Current service as Chairman of the Compensation Committee; knowledge of Oklahoma markets; experience in commercial real estate brokerage.

David S. Crockett Jr. Director Since 2006

Mr. Crockett, age 67, who has an MBA, owns the CPA firm David S. Crockett & Co., CPA’s in Dallas, Texas. He obtained his CPA designation in 1969 and holds permits to practice in both Texas and Oklahoma. Mr. Crockett is a member of the American Institute of Certified Public Accountants, the Texas Society of CPAs, the Dallas Estate Planning Council, and the Petroleum Accounting Society. He is also Vice-President of Stonetex Oil Corp., and is independently active in oil and gas exploration with various partners. Additional Factors: Service as audit committee financial expert; training and experience in finance and accounting; experience as owner of an independent accounting firm; knowledge of Dallas, TX area markets; experience as an investor.

Rick Green Director Since 1998

Mr. Green, age 64, was appointed the Chief Executive Officer of Southwest effective January 1, 1999. Mr. Green previously served as Chief Operating Officer, President of the Central Oklahoma division, and Executive Vice President of Stillwater National Bank & Trust Company (“Stillwater National”), Southwest’s national bank subsidiary. He is a member of the Oklahoma City and Edmond Chambers of Commerce and has served as Chair/Ambassador of the Stillwater Chamber of Commerce, on the Oklahoma State University Alumni Association Homecoming and Honor Students Committees, as Chairman of Payne County Youth Services, as Co-Chairman of the United Way of Stillwater Fund Drive and as a member of the Advisory Board of the Oklahoma State University Technical Institute. He is a member of the Commercial Real Estate Association of Oklahoma City, the Oklahoma and Oklahoma City Homebuilders Associations, and past member of the Stillwater Medical Center Committee on Physician Recruitment. Mr. Green is also a member of Leadership Stillwater and Leadership Oklahoma City. Mr. Green continues to be active as an alumnus of Oklahoma State University, serving on various committees and boards, including past memberships of the Oklahoma State University Spears School of Business Advisory Committee and Dean Search Committee and of the Board of Governors of the Oklahoma State University Development Foundation, and as a member of the Oklahoma State University College of Business Alumni Hall of Fame.

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J. Berry Harrison Director Since 1991

Mr. Harrison, age 73, is a retired Oklahoma State Senator, and has been a rancher and farmer in Fairfax, Oklahoma since 1962. Mr. Harrison serves as Conservation District Director of Osage County, President of the Oklahoma Association of Conservation Districts, and is a member of many other civic groups. James E. Berry II and Robert B. Rodgers are his cousins. Additional Factors: State legislative experience; experience as a rancher and farmer; significant ownership of Southwest common stock.

James M. Johnson Director Since 2006

Mr. Johnson, age 52, has an MBA from Emory University and is a self-employed small business owner. He previously served for fourteen years as a supervisory analyst, financial analyst, and examiner of financial institutions with the federal Office of Thrift Supervision and its predecessor. Additional Factors: Current service as Chairman of the Directors Loan Review Committee; training and experience as a federal financial institution regulator; business and finance training; experience as a small business owner.

David P. Lambert Director Since 1981

Mr. Lambert, age 72, served as President and Chief Executive Officer of the Lambert Construction Company from 1974 until 2005 and continues to serve as Chairman of the Board. He is a Trustee of the Oklahoma Construction Advancement Foundation, a member and past chairman of the Stillwater Chamber of Commerce and the Stillwater Industrial Foundation. Mr. Lambert is a life director of the Associated General Contractors of America, and was inducted into the Oklahoma State University Construction Management Hall of Fame. Additional Factors: Experience in commercial real estate construction; experience as CEO and owner of commercial construction firm; knowledge of Oklahoma markets.

Marran H. Ogilvie Director Since January 2012

Ms. Ogilvie, age 43, has substantial experience as a senior executive of two New York financial institutions, Cowen Group, Inc. and Ramius, LLC, including her roles as Chief Operating Officer and General Counsel. She currently is an independent advisor and one of her roles is as an advisor to the creditors’ committee of Lehman Brothers International (Europe). She is a graduate of the University of Oklahoma and the St. John’s University School of Law, is a member of the New York State and American Bar Associations, and is a holder of numerous federal and state securities licenses. Additional Factors: Service as a member of the Audit Committee and the Governance Committee.

Linford R. Pitts Director Since 1981

Mr. Pitts, age 74, is President of Stillwater Transfer & Storage, Inc. in Stillwater, Oklahoma, and invests in real estate and in oil and gas properties and other various small businesses. Mr. Pitts is a member of the of the Past President’s Council of the Stillwater Chamber of Commerce. He has an MBA from Oklahoma State University. Additional Factors: Service as Chairman of the Audit Committee; knowledge of Oklahoma markets; experience as an investor and small business owner.

Robert B. Rodgers Director Since 1996

Mr. Rodgers, age 58, has been Chairman of the Board since December 31, 1999. He previously served as Vice Chairman of the Board, beginning in May 1999. Mr. Rodgers is president of Bob Rodgers Motor Company in Pauls Valley, Oklahoma, and is owner of Rapid Enterprises. He is a former director

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and was the President and Chairman of the Board of Directors of CDI II, a credit life insurance company headquartered in Oklahoma City, Oklahoma. Mr. Rodgers also previously served on the Board of Directors and was the Regional Vice President of the Oklahoma Auto Dealers Association. Mr. Rodgers is past chairman of the Planning and Zoning Commission for the City of Pauls Valley, Oklahoma. James E. Berry II and J. Berry Harrison are his cousins. Additional Factors: Service as Chairman of the Board of Directors; knowledge of Oklahoma markets; experience as a small business owner; significant ownership of Southwest common stock.

Russell W. Teubner Director Since 2000

Mr. Teubner, age 55, is founder and CEO of HostBridge Technology, LLC, a computer software company. The Stillwater Chamber of Commerce honored him as Citizen of the Year in 1992, Small Business Person of the Year in 1991-92, and Small Business Exporter of the Year in 1992-93. In 1993, he received the Outstanding Young Oklahoman award given annually by the Oklahoma Jaycees. In 1997, Oklahoma State University named Mr. Teubner as a recipient of their Distinguished Alumni award. During 1996 and 1997 he served on the Citizen’s Commission on the Future of Oklahoma Higher Education. In 1998, he was inducted into the Oklahoma State University College of Business Hall of Fame. Currently, he serves on the board of the OSU Education and Research Foundation. Mr. Teubner is a past director of the Global Commerce Network, a non-profit organization devoted to helping business leaders extend their influence into the social sector, and the Oklahoma City branch of the Federal Reserve Bank of Kansas City. Additional Factors: Service as Chairman of the Governance Committee; experience in the computer software industry, experience as an officer of a public company; entrepreneurial and consulting experience; continuing director education focusing on director issues, corporate governance, compensation and audit committee matters, among others, at MIT, Harvard Business School, and Wharton.

BOARD MEETINGS AND COMMITTEES

Southwest’s Board conducts its business through meetings of the Board and of its committees. The Board meets monthly and may have additional special meetings. The Board met seventeen times during 2011. Each director in office at December 31, 2011 attended more than 90% of the meetings of the Board held in 2011 and more than 95% of the total number of meetings held in 2011 of the Board and the committees on which he served.

BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

Separate Chairman of the Board and Chief Executive Officer

The position of Southwest’s Chairman of the Board and the office of its President and Chief Executive Officer are held by different persons. The Chairman of the Board, Robert B. Rodgers, is an independent director and became Chairman in 1999, after three years of service on the Board. He is an ex-officio member of the Compensation Committee, the Audit Committee, and the Governance Committee. The duties of these committees are described on pages 7 through 9.

The duties of the Chairman of the Board include providing strategic leadership and guidance; presiding at the meetings of the Board and executive sessions of independent directors; calling executive sessions and special meetings of the Board; establishing agendas for meetings of the Board and independent directors with advice from senior management and outside advisers; advising and consulting with the President and Chief Executive Officer, other executive officers, including Southwest’s senior risk officers, and the chairmen of the Audit, Compensation, and other Southwest standing committees regarding strategies, risks, opportunities, and other matters.

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The President and Chief Executive Officer, Rick Green, was appointed to those offices on January 1, 1999, after previous service as Chief Operating Officer, President of the Central Oklahoma Division, and Executive Vice President of Stillwater National. He is the principal management officer of Southwest, with responsibility for supervision of its executive and senior management and the operations of Southwest and its subsidiaries. His duties include developing strategic and tactical initiatives in consultation with other members of executive management and the Chairman of the Board; making recommendations regarding other members of executive management to the Board; and implementing approved strategic and tactical plans and initiatives.

We think separation of the two offices is the appropriate leadership structure for Southwest. We believe the division of duties is especially appropriate as legal and regulatory requirements applicable to the Board and its committees continue to expand, and help provide the appropriate levels of communication between the Board of Directors and Executive Management for Board oversight of Southwest and its management.

Risk Oversight and the Board

The Board of Directors as a whole is ultimately responsible for risk management oversight of Southwest. It is assisted by its committees, including the Audit Committee and the Compensation Committee, whose duties are described below, as well as other committees, such as the Director’s Loan Review Committee, responsible for oversight of credit policies and risks, and the Governance Committee, responsible for setting governance guidelines for the strategic planning process, succession planning, Board performance management, Board committee structure, and Board membership. These committees regularly provide reports of their activities and conclusions to the full Board for discussion and acceptance.

The Chairman of the Board and the President and Chief Executive Officer address risk matters at the regular Board meetings. In addition to Mr. Green, other members of senior management, including senior risk officers, regularly provide reports directly to the Board of Directors in the Board meetings.

Audit Committee

The Audit Committee of the Board oversees and reports to the Board of Directors regarding accounting and financial reporting processes, the audits of the financial statements, the qualifications and independence of the registered public accounting firm engaged to provide independent audits and related services, and the performance of the internal audit function and independent registered public accounting firm; and performs the other duties of the committee specified by federal securities laws and regulations, the Federal Deposit Insurance Act, and related regulations (the “FDIA”), the listing standards of the NASDAQ Stock Market, Inc. (the “Listing Standards”), enterprise risk management, and its charter. In addition the committee, as directed by the Board, investigates and reports to the Board with respect to specific matters involving financial reporting, financial accounting, conflicts of interest, internal controls, and compliance with laws and regulations relating to such matters. The committee, in its capacity as a committee of the Board, is directly responsible for the appointment, compensation, retention, evaluation, termination, and oversight of the work of any independent auditor employed by Southwest for the purpose of preparing or issuing an audit report or related work. The independent registered public accounting firm reports directly to the committee. The committee is responsible for the resolution of any disagreements between management of Southwest and the independent registered public accounting firm regarding financial reporting. All members of the committee are “independent” as defined in applicable law, regulations of the Securities and Exchange Commission (“SEC”), the FDIA, and the Listing Standards. Members of the committee also meet all other applicable requirements of the SEC, FDIA, and the Listing Standards for financial, accounting, or related expertise. The committee has adopted a written charter, which has been approved by the Board of Directors. A copy of this charter is available on the governance area of Southwest’s website at

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www.oksb.com. The committee met fourteen times in 2011. Current members are Joe Berry Cannon, David S. Crockett Jr., Russell W. Teubner, Marran H. Ogilvie, and Linford R. Pitts, Chairman. Robert B. Rodgers, Chairman of the Board of Directors, is an ex-officio member of the Audit Committee. The Board has determined that Mr. Crockett qualifies as an audit committee financial expert under the Listing Standards and applicable securities regulations. Under SEC regulations and Southwest policy, the identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liability greater than those to which he or she otherwise is subject as a member of the Audit Committee and the Board of Directors.

Compensation Committee

The Compensation Committee of the Board reviews Southwest’s compensation policies and programs and makes recommendations to the Board based on these reviews; reviews and recommends CEO compensation to the Board for its approval; reviews and approves the CEO’s recommendations about other executive officers’ compensation; reviews and recommends changes in director compensation to the Board; develops and determines executive management incentive plan awards and stock based awards to eligible officers; reviews and recommends employment agreements, including change-in-control agreements; reviews Southwest’s incentive compensation plans to ensure they do not encourage excessive risk; performs the other duties of the Committee specified by federal banking and securities laws and regulations and the Listing Standards; and, as directed by the Board, investigates and reports to the Board with respect to specific matters involving compensation and benefits.

The Committee has a written charter which is available at www.oksb.com in the governance section. Members of the Committee are independent directors within the meaning of the Listing Standards, and may not have any interlocks of the type described below. The Committee is advised by an independent third-party compensation consulting firm and by Southwest outside legal counsel. The Committee may delegate to the appropriate officers of Southwest the responsibility for executing and delivering agreements and documents approved by the Committee. The Chief Executive Officer is not present during voting or deliberation of his compensation by the Committee or the Board. The compensation of other Named Executive Officers is determined by a vote of the independent directors in connection with the annual budget process.

The Committee met four times in 2011. Current members are James E. Berry II, John Cohlmia, Chairman, James M. Johnson, David P. Lambert, Linford R. Pitts, and Russell W. Teubner, Robert B. Rodgers, Chairman of the Board of Directors, is an ex-officio member of the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

In 2011, no Southwest executive officer served as a member of the Compensation Committee of another entity that had an executive officer who served as a Southwest director, and no Southwest executive officer served as a director of another entity that had an executive officer serving on Southwest’s Compensation Committee. No member of the Compensation Committee served as an officer or employee of Southwest or any of its subsidiaries during 2011 or had any related party transaction during 2011 that was required to be disclosed in this proxy statement. See “Certain Transactions” on page 31.

Nominations for the Board of Directors

Southwest’s Governance Committee serves as its standing nominating committee. The Committee’s charter has been approved by the Board of Directors and is available in the governance section of Southwest’s website—www.oksb.com. Current members of the Governance Committee are James E. Berry II, James M. Johnson, Marran H. Ogilvie, Russell W. Teubner, Chairman, and Robert B. Rodgers. All members of the committee are independent directors within the meaning of the Listing Standards. The Committee met nine times in 2011.

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The Committee is responsible for recommending to the Board of Directors whether or not to nominate each director whose term expires at the next annual meeting of shareholders and for identifying and recommending to the Board of Directors persons to be nominated as new directors of Southwest. In fulfilling these duties the Committee considers whether or not the director meets the minimum criteria for Board membership based upon the director’s honesty, integrity, reputation in his or her community, existence of any actual or potential conflicts of interest, past service as director, and other factors it deems appropriate. In addition to the minimum standards, the Committee intends to ensure that at least one director has the knowledge, training, and experience to qualify as an audit committee financial expert. The Committee also may consider other knowledge, training, and experience, ownership of Southwest common stock, and other factors. The Committee’s decisions are made based on the person’s expected contributions to the Board of Directors in furtherance of the interests of shareholders and regardless of gender or race.

The Governance Committee is also responsible for considering persons recommended for nomination as directors by shareholders, other directors, and officers. It is Southwest’s policy that no shareholder nomination or recommendation need be considered unless the committee determines, in its good faith discretion, that (i) the manner and substance of the recommendation or nomination and the related information and materials provided in connection with the recommendation or nomination comply with the procedural and substantive requirements of Southwest’s Certificate of Incorporation, relevant Bylaws, and state and federal law, and (ii) if elected, the person recommended or nominated may lawfully serve on the Board. Shareholders may submit recommendations for director candidates for consideration by the Governance Committee to the Secretary by first class mail. Please also see “Shareholder Proposals and Communications” on page 35 of this Proxy Statement.

DIRECTOR INDEPENDENCE

The Board of Directors has affirmatively determined that all Directors other than Mr. Green are independent under the Listing Standards. Those independent directors are:

James E. Berry II	David S. Crockett, Jr.	Marran H. Ogilvie
Thomas D. Berry	J. Berry Harrison	Linford R. Pitts
Joe Berry Cannon	James M. Johnson	Robert B. Rodgers
John Cohlmia	David P. Lambert	Russell W. Teubner

Independence Standards for Directors not on the Audit Committee

In general, an independent director means a person, other than a person having a relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, the following persons are not independent:

(i) A person who is now or during the last three years has been an officer or employee of Southwest or of any parent or subsidiary of Southwest;

(ii) A person who accepted, or who has a family member who accepted, any payments in excess of $120,000 from Southwest or any parent or subsidiary of Southwest during the current fiscal year or in any of the three preceding fiscal years, excluding the following payments:

(A) Compensation for Board or committee service;

(B) Payments arising solely from investment in Southwest’s securities (e.g. dividends);

(C) Compensation to a family member who is a “non-executive employee”;

(D) Benefits under a tax-qualified retirement plan or “non-discretionary compensation”; and

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(E) Loans permitted under Section 13(k) of the Securities Exchange Act of 1934 (the “Act”), which, in general, include loans made in accordance with regulations governing loans between banks and their directors.

(iii) A director who is a family member of a person who is, or at any time during the past three years was, employed as an executive officer by Southwest or of any parent or subsidiary of Southwest;

(iv) A director who is, or who has a family member who is, a partner, controlling shareholder, or executive officer of any organization to which Southwest made, or from which Southwest received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than (i) payments arising solely from investments in Southwest’s securities, or (ii) payments under non-discretionary charitable contribution matching programs;

(v) A person who is, or who has a family member who is, an executive officer of another entity at which any of the executive officers of Southwest have served on the compensation committee of the other entity; and

(vi) A person who is, or who has a family member who is, a current partner of Southwest’s outside auditor, or who was a partner or employee of Southwest’s outside auditor who worked on Southwest’s audit at any time during the past three years.

Independence Standards for Members of the Audit Committee.

Each member of the Audit Committee must meet the independence standards summarized above. In addition, none of the following are considered independent for purposes of Audit Committee membership:

(i) A person who currently accepts, directly or indirectly, any consulting, advisory, or other compensatory fee from Southwest or from any subsidiary of Southwest, other than fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with Southwest if such compensation is not contingent in any way on continued service with Southwest or any subsidiary of Southwest; or

(ii) A person who is an affiliated person of Southwest or any subsidiary of Southwest. Affiliated persons are persons who directly or indirectly control Southwest, including, but not limited to, persons who are executive officers of Southwest or a subsidiary of Southwest, a director who is also an employee of Southwest or a subsidiary of Southwest, and a general partner or management member of a subsidiary of Southwest. Affiliated persons do not include persons who do not beneficially own 10% or more of any class of voting securities of Southwest or a subsidiary of Southwest and who are not executive officers of Southwest or a subsidiary of Southwest.

The Board of Directors of Stillwater National, Southwest’s primary banking subsidiary, also has determined that each member of the Audit Committee, which has the same membership as the Southwest Audit Committee, is independent of management, based upon consideration of whether the director is or has been an officer or employee of Stillwater National or any of its affiliates; serves or served as a consultant, advisor, promoter, underwriter, legal counsel, or trustee of or to Stillwater National or any of its affiliates; is a relative of an officer or other employee of Stillwater National or any of its affiliates; holds or controls or held or controlled, direct or indirect financial interest in Stillwater National or any of its affiliates; or has outstanding extensions of credit from Stillwater National or any of its affiliates, among other factors the Board deems relevant. A director is not considered independent of management if such director is, or has been within the preceding year, an officer or employee of Stillwater National or any of its affiliates, or owns or controls, or has owned or controlled within the preceding year, assets representing 10% or more of any outstanding class of voting securities of Stillwater National.

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Executive Sessions

Independent directors have regularly scheduled meetings at which only independent directors are present.

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DIRECTOR COMPENSATION

During 2011, the Chairman of the Board of Directors of Southwest received an annual retainer of $18,000, the Chairman of the Audit Committee received an annual retainer of $14,000, the Chairman of the Compensation Committee received an annual retainer of $12,500, the Chairman of the Governance Committee received an annual retainer of $12,500, the Chairman of the Director’s Loan Committee received an annual retainer of $12,128, and other non-officer Directors of Southwest each received an annual retainer of $8,000. In addition, non-officer Directors received fees of $750 per Board meeting attended and a committee meeting fee of $300 per meeting if the meeting was held the same day as the Board meeting or $600 if the committee meeting was held on another day. The Financial Expert on the Audit Committee received $1,000 per meeting in addition to the regular committee meeting fee. Directors who also serve as Southwest officers did not receive these fees.

Southwest’s directors are also eligible to receive non-incentive stock options and other stock based awards under Southwest’s 2008 Stock Based Award Plan. Awards of 2,200 shares of restricted stock with a market value on the date of grant of $7.93 per share were granted in January 2011 to directors who were not employees of Southwest or any of its subsidiaries. These grants were considered part of the fees related to 2010 Board service. However, the Board, upon the recommendation of the Compensation Committee, granted no awards of restricted stock to Directors in January 2012, due to the net loss incurred by Southwest for the year 2011.

The following table summarizes compensation for each person who was a member of Southwest’s Board of directors during 2011.

Director Compensation
Name	Fees Earned or Paid in Cash		Stock Awards (1)		Total
James E. Berry, II	$	35,750	$	20,482	$	56,232
Thomas D. Berry		26,000		20,482		46,482
Joe Berry Cannon		25,550		20,482		46,032
John Cohlmia		35,450		20,482		55,932
David S. Crockett, Jr.		37,550		20,482		58,032
J. Berry Harrison		26,000		20,482		46,482
James M. Johnson (2)		51,878		20,482		72,360
David P. Lambert		28,100		20,482		48,582
Linford R. Pitts		35,750		20,482		56,232
Robert B. Rodgers		59,550		20,482		80,032
Russell W. Teubner		50,750		20,482		71,232

(1) Represents the grant date fair value for restricted stock awards. See the discussion of share-based compensation in notes 1 and 14 to the Consolidated Financial Statements included in Southwest’s 2011 Annual Report on Form 10-K. At December 31, 2011, the aggregate number of shares subject to unvested awards of restricted common stock for each non-officer director was 2,134. At December 31, 2011, no non-officer Director had outstanding stock options. No dividends were declared on Southwest common stock in 2011.

(2) Director Johnson elected to defer 50% of the fees for 2011 under the Directors’ Deferred Compensation Plan. This plan is unfunded, and pays interest on amounts deferred at an annual rate that is 1.00% less than the rate earned on interest earning assets by Stillwater National. No other Director participated in the plan during 2011.

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COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

The shares of Southwest’s common stock that were beneficially owned on the Record Date by each person who was a director or officer on that date or is a Named Executive Officer are shown below. The number or shares shown below includes directors’ qualifying shares.

	Common Stock
Name	Amount and Nature of Beneficial Ownership (1)			Percentage of Shares Outstanding (2)
James E. Berry II		257,120	(3)		1.32	%
Thomas D. Berry		72,401			*
Joe Berry Cannon		86,336			*
John Cohlmia		11,813			*
David S. Crockett Jr.		10,812			*
Rick Green		57,511			*
J. Berry Harrison		94,526			*
James M. Johnson		9,720			*
David P. Lambert		65,441			*
Marran H. Ogilvie		4,000			*
Linford R. Pitts		44,518			*
Robert B. Rodgers		278,458			1.43
Russell W. Teubner		121,315			*
Priscilla Barnes		11,688	(4)		*
John Danielson		5,164			*
Laura Robertson		4,500	(5)		*
Kimberly G. Sinclair		16,960	(6)		*
All Directors and Executive Officers as a Group (17 persons)		1,153,283	(7)		5.93	%

* Less than one percent of shares outstanding.

(1) Beneficial ownership is defined by rules of the Securities and Exchange Commission and includes shares that the person has or shares voting or investment power over and shares that the person has a right to acquire within 60 days from March 1, 2012.

(2) In calculating the percentage ownership of each named individual and the group, the number of shares outstanding includes any shares that the person or the group has the right to acquire within 60 days of March 1, 2012.

(3) Includes 240,820 shares held in a brokerage account which are security for any borrowings from the account. At December 31, 2011 the borrowed balance was approximately $400,000 as of December 31, 2011.

(4) Includes 5,000 shares that Ms. Barnes has the right to acquire within 60 days of March 1, 2012, pursuant to the exercise of stock options.

(continued)

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(5) Includes 4,500 shares that Ms. Robertson has the right to acquire within 60 days of March 1, 2012, pursuant to the exercise of stock options.

(6) Includes 7,968 shares that Ms. Sinclair has the right to acquire within 60 days of March 1, 2012, pursuant to the exercise of stock options.

(7) Includes shares held by certain directors and executive officers as custodians under Uniform Transfers to Minors Acts, by their spouses and children, and for the benefit of certain directors and executive officers as custodians under individual retirement accounts (“IRAs”), limited liability partnerships, and living trusts. Includes 17,468 shares that executive officers and directors have the right to acquire within 60 days of March 1, 2012, pursuant to the exercise of stock options. Does not include shares beneficially owned by Directors of Bank of Kansas who are not also directors of Southwest.

OWNERS OF MORE THAN 5% OF SOUTHWEST’S COMMON STOCK

Beneficial owners of more than 5% of the common stock are required to file certain ownership reports under the federal securities laws. The following table shows the common stock beneficially owned by persons who have filed these reports reporting beneficial ownership that exceeds 5% of Southwest’s outstanding common stock at March 1, 2012.

Name	Amount and Nature of Beneficial Ownership (1)		Percentage of Shares Outstanding (2)
Polaris Capital Management, Inc. (3)		2,070,554		10.65	%
Columbia Management Investment Advisers, LLC (4)		1,256,353		6.46	%
BlackRock Inc. (5)		1,223,227		6.29	%
Dimensional Fund Advisors LP (6)		1,126,149		5.79	%
Vanguard Group, Inc. (7)		1,045,714		5.38	%

(1) Beneficial ownership is defined by rules of the Securities and Exchange Commission and includes shares for which the person has or shares voting or investment power. A decision to disclaim beneficial ownership or to include shares held by others is made by the shareholder, not by Southwest.

(2) Calculated by Southwest based upon shares reported as beneficially owned by the listed persons and shares of Southwest common stock outstanding at March 1, 2012.

(3) The address of Polaris capital Management, Inc. is 125 Summer Street, Suite 1470, Boston, MA 02110.

(4) The address of Columbia Management Investment Advisers, LLC is 225 Franklin Street, Boston, MA 02110.

(5) The address of BlackRock Inc. is 40 East 52^nd Street, New York, NY 10022.

(6) The address of Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746.

(7) The address of Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, PA 19355.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis describes Southwest’s compensation philosophy, components, goals, processes, and methodologies for determining executive compensation for Southwest’s Principal Executive Officer, Principal Financial Officer, and four most highly compensated other executive officers, including one officer who retired during 2011 (the “Named Executive Officers”).

The Compensation Committee, the CEO, and the full Board of Directors have important roles in the process of establishing executive officer compensation. The Compensation Committee regularly engages compensation consulting firms to provide independent compensation advice and market data and analysis. These independent third-party consultants are engaged by and report directly to the Compensation Committee and do not perform other work for Southwest or its management.

Please refer to the Summary Compensation Table, which summarizes compensation for the executive officers for the last three years, and to the detailed compensation disclosures under the heading “Executive Compensation” beginning on page 28.

Important Information About Executive Compensation

Federal laws enacted in 2008 and 2009 and economic conditions have caused us to significantly change our executive compensation plans and decisions. These changes and the reasons for them are discussed below.

Capital Raising. In 2008 and 2010, we made successful capital offerings to support our strategic goals and the operations of our subsidiary banks. These included public offerings of preferred and common stock, and a sale of our preferred securities and warrants in a private placement to the United States Department of the Treasury under its Capital Purchase Program. The stated goal of this voluntary program was to buy nonvoting investment securities from qualified, healthy banking companies in order to encourage a return to more normal liquidity and help stabilize the financial markets.

Compensation Restrictions. The American Recovery and Reinvestment Act of 2009 (the “Recovery Act”) was enacted in February 2009, after Southwest and many other bank holding companies had issued the Capital Purchase Program securities. This law significantly amended the Emergency Economic Stabilization Act of 2008 (“ESSA”). These amendments and the related federal regulations subjected companies that participated in the Capital Purchase Program to additional compensation restrictions and requirements that apply to Southwest and certain of its officers and employees. These continue until the preferred securities issued by Southwest in the Capital Purchase Program are repurchased or are no longer held by the Department of the Treasury. They include complex restrictions on incentive compensation, stock awards, severance or “parachute” payments, and reimbursement for taxes on compensation (“tax gross-ups”). Stillwater National also is subject to restrictions on “parachute” payments under the Federal Deposit Insurance Act. The restrictions on incentive compensation and stock awards have significantly changed elements of Southwest’s traditional compensation package for Named Executive Officers.

Southwest made a payment to a former executive officer under a severance and release agreement following his departure in 2011. Southwest has disclosed this matter to the Department of the Treasury and its banking regulators, and is discussing it with them.

The CPP rules also require covered officer or employees to return any bonus or incentive compensation they receive that was based upon statements of earnings, revenue gains, or other criteria that are later found to be materially inaccurate (the “clawback” rule). Southwest has adopted a clawback policy requiring return of such compensation in those circumstances.

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Executive Summary of Compensation for Our Named Executive Officers

Base Salary. We seek to keep base salaries competitive and to reflect responsibilities and other factors described in our Compensation Philosophy and Guiding Principals included on page 17. Mr. Green has declined to be considered for increases in 2011 or 2012, other than a small cost of living increase in 2011. Southwest did provide increases in salary to other Named Executive Officers during 2011, but does not currently plan to make any adjustments in 2012.

Short-Term and Long-Term Incentive Compensation. Our historical incentive compensation plans consisted of a short-term plan under which cash awards were paid based upon annual performance or discretionary factors and a long-term plan under which stock based awards were made based upon three-year average performance. Both of these incentive compensation plans continued to be suspended during 2011. However, a few discretionary bonuses were provided to Named Executive Officers not covered by the Recovery Act’s restrictions on incentive compensation during 2011. The Compensation Committee is considering the usefulness of implementing a long-term incentive plan (that would provide stock based awards) for a select group of executives in 2012, but no final determination has been made as of the date of this proxy filing.

The Compensation Committee has reviewed the suspended incentive compensation plans with Southwest’s senior risk officers and has made reasonable efforts to ensure that those plans would not encourage the Named Executive Officers to take unnecessary and excessive risks that threaten the value of Southwest.

Benefits and Perquisites. In 2009, we adopted and implemented a policy regarding excessive or luxury expenditures, as required under the Recovery Act. The policy did not have a material effect on existing benefits and perquisites, which we believe are reasonable. A copy of the policy is available on the governance area of Southwest’s website at www.oksb.com.

Change in Control Effects, Severances. Southwest will not make any unearned or unaccrued payments to Named Executive Officers under our Severance Plan or any other plan that provides termination benefits while they are prohibited by the Recovery Act. See “Compensation Restrictions” on page 15.

Advisory Vote on Executive Compensation. We are required to submit our Named Executive Officer compensation for shareholder approval each year. The votes are advisory, but we consider them when we make compensation decisions for the following year. At the 2011 annual meeting, shareholders approved our 2010 Named Executive Officer compensation by a vote of 10,952, 264 (93%) “for”, to 416,782 (4%) “against”, with 380,114 (3%) abstaining.

Philosophy and Guiding Principles

Southwest recognizes that the ability to retain and recruit executive officers is critical to the achievement of its annual and long range goals. Our executive compensation philosophy is intended to effectively attract, motivate, and retain top executive talent at a reasonable cost to Southwest. Where allowed by federal law and regulation, our goal is to link executive rewards with shareholder returns, to reward both short and long-term performance, to achieve strategic business objectives, and to provide the opportunity to receive incentives for exceeding targeted goals. Base salaries and incentive compensation (if applicable) are primarily based on merit. Southwest and its subsidiaries are equal employment opportunity employers.

Southwest strives to ensure that its compensation plans and arrangements and its compensation policies and practices do not create inappropriate and unnecessary risks. As required by the Recovery Act, the Compensation Committee meets at least once every six months to review Southwest compensation plans. The reviews include consideration of risks in all compensation plans and factors designed to mitigate risks, such as including consideration of the credit quality of a lending officer’s portfolio in the

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determination of the amount, if any, of incentive compensation the officer may receive. Also, as required by the Recovery Act, Southwest requires covered officers to repay any bonus or incentive compensation that was based upon statements of earnings, revenues, gains, or other criteria that are later found to be materially inaccurate. A discussion of these reviews is included in the Compensation Committee Report beginning on page 25.

As noted above, our short-term and long-term formula based incentive compensation plans for Named Executive Officers continued to be suspended during 2011.

Southwest intends that total compensation and each of its components be market competitive and consistent with Southwest’s short and long-term performance goals. The Compensation Committee assesses the competitiveness of the CEO’s total compensation and its components on an annual basis. This annual compensation review assesses the appropriateness of the mix of compensation components and considers comparisons of compensation levels and practices at Southwest versus a peer group of approximately twenty publicly traded bank holding companies (listings of the peer groups used for 2011 and 2012 are provided on pages 23 and 24).

The peer group compensation data and other market compensation data is provided by the Committee’s independent compensation consultants. This peer group market compensation data is used to assist the Committee in making compensation adjustments and decisions, but is not the sole factor that the Committee utilizes. The Committee also takes into account the performance of Southwest, the performance of the CEO and other Named Executive Officers, internal and external factors that are affecting Southwest, and the advice and recommendations of its independent compensation consultants. The Committee also reviews compensation data from members of the peer group that were also participants in the Capital Purchase Program. The Committee wanted to identify trends in the entire peer group along with what specific trends were showing up in those banking organizations that also participated in this Treasury program.

The CEO does not participate in the deliberation of his compensation, but provides recommendations for the other Named Executive Officers to the Committee.

The components of total compensation are (a) base compensation (salary), (b) annual cash incentive compensation, (c) long-term incentive compensation in the form of stock based awards, and (d) executive benefits and perquisites. Southwest is guided by the following principles in establishing executive compensation. A detailed discussion of each of these components begins on page 18. We provide a high level summary in the bullet points below.

• CEO base salary compensation generally should be set at a level comparable to that of its peers, subject to adjustment based on factors relating to the CEO’s value and Board discretion. Base salary for other Named Executive Officers is based upon the individual executive’s value in consideration of his or her levels of responsibility, ability, experience, and on discretion.

• As noted above, the short-term, formula-based incentive compensation plan that previously provided cash payments was suspended in early 2009 and remains suspended for Named Executive Officers. However, a few discretionary cash bonuses approved by the Board were made to eligible officers during 2010 and 2011. The Committee believes that once it repays its securities issued in the Capital Purchase Program and the Recovery Act restrictions no longer apply, annual cash incentives/bonuses should be a part of Named Executive Officer compensation.

• Long-term incentive compensation should be provided through Stock Based awards under Southwest’s shareholder approved Stock Based plans. The CEO and Named Executive Officers were previously eligible for annual grants of Stock Based awards that were based upon a percentage of salary that was determined by Southwest’s long-term performance over a three-year period. As noted above, however, the long-term incentive compensation plan that provided such grants remains suspended. The Committee is currently discussing implementing a revised incentive plan. If Southwest continues to be subject to the Recovery Act’s restrictions during 2012, the executive compensation restrictions will be incorporated into the decision making process.

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• The types and amounts of perquisites and benefits provided to the Named Executive Officers should be comparable to what is provided to similar level executives in peer banks. The specific perquisites to be provided are governed by the luxury expenditure policy.

• Total compensation should be comparable to peer levels, subject to differences in performance, executive experience, job position, and individual officer duties.

The Board may make exceptions to these principles at its discretion. (See “Board of Directors and Compensation Committee Discretion; Adjustments” on page 21.)

Base Salary Compensation (Salary)

(Please see the “Salary” column in the “Summary Compensation Table” on page 28.)

The base salary of the Named Executive Officers is typically reviewed annually in December, and any changes are made effective on the following January 1st. Base salary compensation is intended to provide a predictable and stable source of income over the year but is subject to increase or decrease at the discretion of the Board.

The base salary of the CEO is approved by the Board of Directors based upon the recommendation of the Compensation Committee. The base salary of the other Named Executive Officers is established by the Board based upon the recommendations of the CEO in connection with approval of the annual budget.

Generally, the goal of the Committee is to maintain the annual base salary level for the CEO at a level comparable to the median of the peer group reflected in the report of the compensation consultant used by the Committee in its annual review, although the Committee may make discretionary adjustments.

The CEO proposes the annual base compensation levels of the other Named Executive Officers based upon data from those reports and the CEO’s consideration of the executive’s responsibilities, qualifications, experience, and performance as well as internal pay equity and market competitiveness factors.

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Base salaries and adjustments for the current Named Executive Officers at year-end are shown in the following table.

	Base Salary				Increase
Name and Position	2011		2010		Amount		Percentage
Rick Green President and Chief Executive Officer	$	481,773	$	471,117	$	10,656		2.26	%
Priscilla Barnes Executive Vice President, and Chief Credit Officer		260,000		161,050		98,950		61.44	%
John Danielson Executive Vice President and Chief Banking Officer		260,000		189,750		70,250		37.02	%
Laura Robertson Executive Vice President and Chief Financial Officer		260,000		146,400		113,600		77.60	%
Kimberly G. Sinclair Executive Vice President and Chief Administrative Officer		236,000		225,650		10,350		4.59	%
Jerry Lanier Executive Vice President and Chief Lending Officer*		NA		286,050		NA		NA

* Retired September 30, 2011

Increases in base salary during 2011 reflect the results of the regular annual review by the Committee, the election of Ms. Barnes as chief Credit Officer and Mr. Danielson as Chief Banking Officer, and the assignment of additional responsibilities to Ms. Robertson.

Before his election as Chief Banking Officer of Southwest and its banking subsidiaries, Mr. Danielson was President of Stillwater National’s San Antonio, Texas Division. Before her election Ms. Barnes was Executive Vice President, Regulatory Risk Management and Secretary. Ms. Robertson, who became Chief Financial Officer in December 2010, was elected to the additional title and duties of Secretary and became responsible for executive management of additional divisions. The base salary adjustments reflect these greater responsibilities.

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Current Named Executive Officer base salaries in effect as of January 1, 2012 and year-end 2011 are shown in the table below.

	Base Salary				Increase
Name and Position	2012		2011		Amount		Percentage
Rick Green President and Chief Executive Officer	$	481,773	$	481,773	$	0		0.00	%
Priscilla Barnes Executive Vice President and Chief Credit Officer		260,000		260,000		—		0.00	%
John Danielson Executive Vice President and Chief Banking Officer		260,000		260,000		—		0.00	%
Laura Robertson Executive Vice President and Chief Financial Officer		260,000		260,000		—		0.00	%
Kimberly G. Sinclair Executive Vice President and Chief Administrative Officer		236,000		236,000		—		0.00	%

The salaries of the Named Executive Officers have not been increased for 2012. The primary reasons for no adjustments were the net operating loss incurred in 2011, the reduced asset size of Southwest, and the fact that a number of significant adjustments were made during 2011 to move officers to a more competitive positioning versus the market for their current positions. The reduction in asset size was primarily the result of sales of nonperforming assets and potential problem loans to improve Southwest’s asset quality.

Annual Cash Incentive Compensation

(Please see the “Non-Equity Incentive Plan” column in the “Summary Compensation Table” on page 28.)

Historically, annual incentive compensation has been paid to the Named Executive Officers in cash. It has been designed to directly reward the achievement of key performance measures established for each year. Annual cash incentive compensation for the CEO was based upon the annual consolidated performance of Southwest in terms of actual versus targeted earnings per share growth, return on equity, and return on assets. Annual cash incentive compensation for the other Named Executive Officers was based on a combination of consolidated performance and divisional or personal performance goals.

Divisional and other performance factors for Named Executive Officers other than the CEO were established by the CEO. No divisional performance factors for Named Executive Officers for 2011 were established because the annual incentive plan continued to be suspended. In the future, when annual cash incentives may be paid to the CEO and other executive officers, the performance metrics will need to be balanced and combine financial performance goals with asset quality metrics, other strategic goals, and department or individual goals where appropriate.

Discretionary Awards. The Compensation Committee and the CEO may recommend, and the Board may approve, discretionary awards. Based upon the recommendation of the Chief Executive Officer, a discretionary bonus of $30,000 was awarded in 2011 to Ms. Barnes based upon her management of the credit function, for which she became responsible during the year, and improvements in its staffing, organization, and policies.

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Long-Term Incentive Compensation. Historically, long-term incentive compensation paid through stock based awards issued under Southwest’s Stock Based Award Plan has been part of the total compensation program for Southwest executives. However, grants under the plan continued to be suspended with respect to the CEO and other Named Executive Officers during 2011. As noted above, the Committee plans to consider a new long-term incentive compensation plan in 2012.

Benefits and Perquisites

(Please see the “Non-Equity Incentive Plan Compensation”, “Change in Pension Value and Nonqualified Deferred Compensation Earnings”, and “All Other Compensation” columns in the “Summary Compensation Table” on page 28, the material under “Other Compensation Plans” on page 30, and the material under “Nonqualified Deferred Compensation” on page 31.)

Benefits and perquisites are essential components of competitive total compensation. Southwest intends to provide benefits and perquisites that are competitive and consistent with prevailing industry practice. The Named Executive Officers are eligible to participate in the benefit plans generally available to Southwest employees, including its tax qualified 401(k) and profit sharing plan. In addition, Mr. Green has participated in a non-qualified, unfunded “top hat” profit sharing plan, now suspended, that allowed him to receive the same profit sharing percentage as other employees without regard to federal tax limitations. Mr. Green also has participated in a non-qualified, unfunded deferred compensation plan, under which he was eligible to defer all or part of his 2002 and 2003 cash compensation. The amount deferred earns interest each quarter at an annualized rate that is one percent less than the rate Stillwater National earned on average interest earning assets during the previous quarter.

Potential Change in Control Effects

(Please see the material under “Change in Control Compensation” on page 31.)

Under Southwest’s Severance Compensation Plan, Mr. Green and Ms. Sinclair are entitled to lump-sum severance compensation upon a qualifying termination of service equal to a percentage of their respective total annual base compensation in effect at the date of termination. For purposes of the Severance Compensation Plan, a qualifying termination of service is defined as either an involuntary termination of service or a voluntary termination of service for good reason, in either case within two years following a change-in-control occurring after the effective date of the Severance Compensation Plan.

The rights to change in control benefits under the Separation Agreements are dependent on a “double trigger,” that is, there must be both a change in control and a termination of employment without just cause or with good reason. The Compensation Committee believes these “double trigger” provisions are reasonable and in the best interests of shareholders and should help to reduce potential mis-incentives for executives in the period in which a change in control is being evaluated and negotiated; and to avoid the potential double payment of executives who continue their employment after a change in control that could result from a single change in control trigger.

No termination payments will be made to Named Executive Officers or other covered employees under our Severance Plan or other plans to the extent they are prohibited by the Recovery Act. The Committee intends to review the Severance Compensation Plan, its rationale and purpose, and its appropriateness once Southwest is no longer prohibited from paying severance payments under the Recovery Act restrictions.

Board of Directors and Compensation Committee Discretion; Adjustments

Additional performance bonuses, stock options, and other Stock Based awards may be made within the discretion of the Compensation Committee and the Board of Directors, subject to compliance with the Recovery Act. The Compensation Committee also may consider other factors, and may change the basis of assessing Southwest’s performance in the future, based upon Southwest’s annual or longer-term goals. Southwest’s compensation philosophy and its methodologies for determining compensation components are

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not binding plans or contracts that convey rights to base salary, annual cash incentive compensation, or grants of Stock Based awards, all of which are ultimately provided at the discretion of the Committee and the Board of Directors.

In connection with the Capital Purchase Program, Southwest and all of the Named Executive Officers agreed to comply with the requirements of law and regulation for recovery of any bonus or incentive compensation received by Named Executive Officers that was based upon statements of earnings, revenues, gains, or other criteria that are later found to be materially inaccurate.

Compensation Consultants

The Compensation Committee engages the independent consulting firm of Blanchard Consulting Group (“Blanchard”) to provide executive and director compensation consulting advice to the Committee. Blanchard reports directly to the Compensation Committee and the Committee discusses, reviews, and approves all consulting projects performed by the firm. Blanchard does not provide other services or products to Southwest. In addition, Blanchard does not have any other personal or business relationships with any Board member or any officer of Southwest.

The consulting firm’s role includes preparing analytical peer reviews and other data on market practices for use by the Committee in its annual compensation reviews of executive and director compensation. These reviews evaluate total compensation and its individual components. The reviews provide peer group data values at the 25^th, 50^th, and 75^th percentiles. The annual director compensation reviews compare Southwest’s data to general industry data and data from a compensation peer group and provide information on such items as total compensation for an average director, annual retainer amounts, per meeting fees, committee meeting fees, committee chair fees, number of board and committee meetings, and both cash and equity compensation. The annual executive compensation reviews compare the compensation of Southwest’s Named Executive Officers to general industry data from industry surveys and data from a compensation peer group. The executive review focuses on total compensation and its individual components. The review provides data on base salaries, annual cash incentives, long-term and/or equity incentives, other compensation amounts, and prevalence data on executive benefits. The executive compensation review is also provided to the CEO for his use in developing compensation recommendations to the Board regarding the other Named Executive Officers. The Committee also consults with Blanchard regarding changes in compensation made during the year and other special projects. In 2011, in addition to the annual board and executive compensation reviews, Blanchard also assisted the Committee in preliminary studies surrounding implementing stock holding requirements and the possible re-implementation of a regulatory compliant incentive plan in 2012.

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Peer Analysis

The peer group analysis described above is used as a general guide in assessing the competitiveness of Southwest’s executive and director compensation programs. The peer group consists of other publicly traded bank holding companies. This group is reviewed annually by the Compensation Committee, Southwest’s management, and the independent consultant to the Committee and is revised by the Committee when appropriate. The peer group used in late 2010 for assistance with 2011 compensation decisions had September 30, 2010 assets ranging from $2.4 billion to $5.7 billion in Midwestern, Western, and Southern states. The purpose of utilizing a regional peer group is to determine competitive compensation levels for executives and directors in areas of the country where Southwest may compete for executive level talent. The median total assets for the group as of September 30, 2010, was $3.1 billion, approximately the same as Southwest’s. The nineteen members of the peer group used in the Committee’s 2010 compensation reviews were:

Texas Capital Bancshares, Inc.	Southside Bancshares, Inc.
Sterling Bancshares, Inc.	Integra Bank Corporation*
1st Source Corporation*	MainSource Financial Group, Inc.*
First Merchants Corporation*	Bank of the Ozarks, Inc.
Taylor Capital Group, Inc.*	Home Bancshares, Inc.*
First Busey Corporation*	Old Second Bancorp, Inc.*
Great Southern Bancorp, Inc.*	First Financial Corporation
Renasant Corporation	CoBiz Financial Inc.*
First Financial Bancshares, Inc.	Enterprise Financial Services Corp.*
Simmons First National Corp.

* Capital Purchase Program participant at September 30, 2010.

The measures used to assess Southwest’s performance relative to its peer group in the consultant’s reports included net interest margin, efficiency ratio, return on average equity, earnings per share growth, return on average assets, tangible equity ratio, and non-performing assets compared to total assets. The analysis also includes values for total return on a theoretical investment in the stock of each company over the previous three years. Additionally, the compensation reviews for 2011 compensation identified eleven of the nineteen peers as being participants in the Capital Purchase Program.

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The Committee conducted two peer group reviews during 2011 to assist with making decisions for 2012. The first review was conducted in October and the second review was conducted in December with the recognition of Southwest’s reduction in total assets at the end of 2011. The October peer group consisted of 21 banks and was similar to the peer group utilized at the end of 2010 and mentioned previously. The median assets of this group was approximately $3.4 billion as of June 30, 2011. The peer group used in the December review for 2012 compensation had September 30, 2011 assets ranging from approximately $1.0 billion to $3.4 billion in Midwestern, Western, and Southern states. The median total assets for the group as of September 30, 2011, was approximately $2.0 billion compared to Southwest’s assets of approximately $2.6 billion at that date, and $2.4 billion at year-end 2011. The twenty members of the peer group used in the Committee’s December compensation review were:

Great Southern Bancorp, Inc.	West Suburban Bancorp, Inc.
First Busey Corporation	QCR Holdings, Inc.
Enterprise Financial Services Corp.*	Guaranty Bancorp
Simmons First National Corp.	BankFinancial Corporation
Viewpoint Financial Group, Inc.	First Mid-Illinois Bancshares, Inc.
Southside Bancshares, Inc.	MetroCorp Bancshares, Inc. *
MainSource Financial Group, Inc.*	Encore Bancshares, Inc.
First Financial Corporation	First Guaranty Bancshares, Inc.
CoBiz Financial Inc.	MidSouth Bancorp, Inc.
BancTrust Financial Group, Inc. *	Hawthorn Bancshares, Inc. *

* Capital Purchase Program participant at September 30, 2011.

Eleven members of this new peer group were also in the peer group from October and eight of these banks were also in the 2010 peer group.

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COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and in Southwest’s Annual Report on Form 10-K for the year ended December 31, 2011.

We certify that the Committee:

• Has reviewed with Southwest’s senior risk officers the compensation plans for the Named Executive Officers and has made all reasonable efforts to ensure that these plans do not encourage the Named Executive Officers to take unnecessary and excessive risks that threaten Southwest’s value;

• Has reviewed with Southwest’s senior risk officers Southwest’s employee compensation plans and has taken all reasonable efforts to limit any unnecessary risks that these plans pose to Southwest;

• Has reviewed Southwest’s employee compensation plans to eliminate any features of these plans that would encourage the manipulation of Southwest’s reported earnings to enhance the compensation of any employee; and

• Has reviewed Southwest’s employee compensation plans to reduce the features that would encourage employees to focus on short-term results at the detriment of long-term value creation of the organization.

Executive Compensation Plan Risk Assessment

Our reviews of compensation plans included consideration of the risks posed by each compensation plan in which Named Executive Officers may participate and how these risks are mitigated. These risks and mitigations are described below. Additional information on compensation plans available to Named Executive Officers, other than those generally available on substantially the same terms to all employees, is provided elsewhere in the Compensation Discussion and Analysis and the Executive Compensation sections of this Proxy Statement.

Incentive Compensation Plan. This plan provided for (i) cash awards based upon annual Southwest and officer performance and (ii) grants under the Stock Based Award Plan based upon three-year average financial performance. The plan also allows discretionary cash bonuses. The plan has been suspended since 2009. Federal law applicable to participants in the Department of the Treasury’s Capital Purchase Program prohibit the payment of cash bonuses to a specified number of highly compensated employees (in Southwest’s case this is the five most highly compensated employees) while any Capital Purchase Program securities are held by the Treasury. Discretionary bonuses have been made, however, to Named Executive Officers who were not among the five most highly compensated employees. The annual cash performance-based awards and discretionary awards could provide incentives for the plan participants to focus on short term performance rather than long term shareholder value. That risk is mitigated by the incentives to improve shareholder value provided by the grants of stock based awards and by the fact that the plan has been suspended since 2009. Because the plan awards have been based upon Southwest performance, awards could be based upon inaccurate performance metrics. This risk is mitigated by Southwest’s controls over financial reporting, internal control systems, including internal auditing, annual independent audits, and by federal bank and bank holding company regulatory examinations. This risk is further mitigated by the requirements that participants return bonuses that are found to have been based upon incorrect performance metrics under our clawback policy.

Stock Based Award Plan. This plan authorized grants of stock based awards. It provides significant flexibility in the terms of the awards, which could be based on short-term Southwest performance metrics or stock price performance. These factors could create risks that the awards are

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imprudently made based on short-term performance rather than long term shareholder value or those recipients of the awards can manipulate performance metrics. These risks are mitigated by the requirement that awards must be approved by a committee of non-officer Directors, and by Southwest’s controls over financial reporting, internal control systems, including internal auditing, annual independent audits, and by federal bank and bank holding company regulatory examinations. This risk is further mitigated by the requirements that participants return awards that are found to have been issued based upon incorrect performance metrics under our clawback policy. No awards were made under the plan during 2010 or 2011 other than grants of restricted stock to non-employee Directors. Federal law applicable to participants in the Department of the Treasury’s Capital Purchase Program prohibits the grant of awards to any of the five most highly compensated employees (based on Southwest’s amount of securities held by Treasury) while any Capital Purchase Program securities are held by the Treasury, except for grants of restricted stock, which can have a maximum grant-date value of 33% of total compensation along with additional holding and vesting terms established by law.

Supplemental Profit Sharing Plan. This non-tax qualified plan, now suspended, allowed participating officers to receive the same percentage profit sharing contribution as other participants, regardless of the tax qualified profit sharing plan’s limits on the level of compensation on which a contribution may be based. The annual contribution was established by the Board of Directors each year in its discretion. These terms could create risk that the percentage contribution set by the Board is based upon inaccurate performance metrics, or solely on short-term performance. These risks are mitigated by Southwest’s controls over financial reporting, internal control systems, including internal auditing, annual independent audits, and by federal bank and bank holding company regulatory examinations, and the inability of non-employee directors to participate in the supplemental plan.

Change in Control Compensation. This plan covers active Named Executive Officers, other than Ms. Barnes, Mr. Danielson, and Ms. Robertson, and other selected officers, subject to the limits placed on golden parachute payments as a result of Southwest’s participation in the Department of the Treasury’s Capital Purchase Program. The plan pays severance benefits to each covered officer based upon a percentage of his or her salary after a change in control of Southwest and termination of the participant. The plan could encourage covered officers to favor a change in control with terms contrary to the best interests of Southwest shareholders. This risk is mitigated by (i) the “double trigger”, which prevents an officer from receiving a payment under the plan unless there is both a change in control of Southwest and a termination of the officer’s employment; (ii) the ability of the Board of Directors to limit or terminate the plan prior to a change in control; (iii) the requirements under federal and state law and the Listing Standards for shareholder approval of changes in control; and (iv) the basic suspension of this plan for covered officers while Southwest is a Capital Purchase Program participant. The plan also could allow a covered officer to favor a change in control on terms that are in the best interests of shareholders even though his or her employment is terminated as a result.

Annual Deferred Compensation Plans. These plans allow participating officers to defer all or some portion of their annual compensation and receive earnings during the period of deferral based upon alternatives that include earnings based upon the performance of Southwest’s common stock. If selected, the earnings to the participant, and cost to Southwest, could be more expensive than expected if stock price performance is greater than expected. This risk is mitigated by the requirement to select deferrals on a year by year basis, the ability of Southwest to decline to offer the plans for future years, and the lower than expected earnings to the officer and cost to Southwest if stock price performance is below expectations. Basing earnings on stock price performance could provide an incentive for an officer to manipulate earnings or other financial metrics in order to achieve greater earnings. This risk is mitigated by Southwest’s controls over financial reporting, internal control systems, including internal auditing, annual independent audits, and by federal bank and bank holding company regulatory examinations. Ultimately, the risk is mitigated by the fact that none of the Named Executive Officers has elected the stock value earnings alternative.

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Non-Executive Compensation Plan Risk Assessment

Our reviews of compensation plans included consideration of the risks posed by each non-executive compensation plan and how these risks are mitigated. These risks and mitigations are described below.

401(k) and Profit Sharing Plan. This qualified plan provides for discretionary profit sharing contributions by the Board and employee contributions with limited matching by Southwest. The Committee believes the 401(k) component does not present any of the risks that are the subject of its regular reviews. The discretionary contribution under the profit sharing plan component could create risk that the percentage contribution set by the Board is based upon inaccurate performance metrics, or solely on short-term performance. These risks are mitigated by the maximum annual contribution of 15% of participant compensation, Southwest’s controls over financial reporting, internal control systems, including internal auditing, annual independent audits, and by federal bank and bank holding company regulatory examinations, and the inability of non-employee directors to participate in the supplemental plan.

Registered Representative Agreements. These agreements provide commission compensation to registered securities representatives based upon annual gross revenues produced by the representative from third parties. This could encourage participants to recommend investments or transactions based upon short-term revenues. The risk is mitigated by internal control systems and compliance programs.

Mortgage Originator, Processor, and Closer Incentive Plans. These plans provide incentive payments based upon achievement of established goals. The risks are mitigated by the segregation of functions, internal control systems, including internal auditing, annual independent audits, and by federal bank and bank holding company regulatory examinations.

Treasury Management and Financial Service Manager Incentive Plans. These plans compensate employees based upon deposit production. Any risks are mitigated by the inability of the participants to establish deposit terms, internal control systems, including internal auditing, annual independent audits, and by federal bank and bank holding company regulatory examinations.

March 5, 2012

John Cohlmia, Chairman	David P. Lambert
James E. Berry II	Linford R. Pitts
James M. Johnson	Robert B. Rodgers
Russell W. Teubner

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EXECUTIVE COMPENSATION

The following table summarizes compensation earned by or awarded to Rick Green, Southwest’s principal executive officer; Laura Robertson, Southwest’s principal financial officer; the three most highly compensated other executive officers for 2011, and Jerry Lanier, the former Chief Lending Officer. (the “Named Executive Officers”).

Summary Compensation Table

Name and Principal Position	Year		Salary		Non-Equity Incentive Plan Compensation (1)		Change in Pension Value and Non-qualified Deferred Compensation Earnings (2)		All Other Compensation (3)		Total
Rick Green President and Chief Executive Officer		2011	$	481,773	$	—	$	21,592	$	18,473	$	521,838
		2010		471,117		—		20,945		45,714		537,776
		2009		470,967		—		21,595		39,327		531,889
Priscilla Barnes Executive Vice President and Chief Credit Officer*		2011		230,000		30,000				7,885		267,885
		2010		161,050		30,000				15,420		206,470
		2009		128,250		—				11,102		139,352
John Danielson Executive Vice President and Chief Banking Officer*		2011		212,938		—				11,830		224,768
		2010		160,150		30,000				20,912		211,062
		2009		160,000		—				17,278		177,278
Laura Robertson Executive Vice President and Chief Financial Officer		2011		225,000		—				12,402		237,402
		2010		146,400		—				10,307		156,707
		2009		135,000		—				5,879		140,879
Kimberly G. Sinclair Executive Vice President and Chief Administrative Officer		2011		236,000		—				8,192		244,192
		2010		225,650		40,000				22,615		288,265
		2009		225,500		—				15,182		240,682
Jerry Lanier Executive Vice President and Chief Lending Officer**		2011		233,423		—				371,752		605,175
		2010		286,050		—				38,577		324,627
		2009		286,000		—				29,275		315,275

* Effective July 11, 2011

** Retired September 30, 2011

(1) Represents discretionary incentive compensation payments.

(2) Represents amounts earned under an unfunded, unqualified deferred compensation plan, including preferential interest of $0 (2011), $0 (2010), and $0 (2009).

(3) Please see table on next page.

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All Other Compensation

		Qualified Profit Sharing Plan		Unfunded, unqualified supplemental profit sharing plan		Other perquisites and benefits		Total
Rick Green	2011	$	—	$	—	$	18,473	$	18,473
	2010		14,761		14,143		16,811		45,714
	2009		11,350		10,573		17,404		39,327
Priscilla Barnes	2011		—		—		7,885		7,885
	2010		11,049		—		4,371		15,420
	2009		5,601		—		5,500		11,102
John Danielson	2011		—		—		11,830		11,830
	2010		10,760		—		10,152		20,912
	2009		7,126		—		10,152		17,278
Laura Robertson	2011		—		—		12,402		12,402
	2010		8,905		—		1,402		10,307
	2009		5,663		—		216		5,879
Kimberly Sinclair	2011		—		—		8,192		8,192
	2010		14,761		—		7,855		22,615
	2009		10,508		—		4,674		15,182
Jerry Lanier*	2011		—		—		371,752		371,752
	2010		14,761		3,469		20,347		38,577
	2009		11,350		2,788		15,137		29,275

* Mr. Lanier’s other perquisites and benefits for 2011 included $334,642 paid to him under a separation agreement.

Stock Based Plans. Southwest maintains stock based plans to attract, retain, and motivate key officers of Southwest and its subsidiaries by providing them with a stake in the success of Southwest as measured by the value of its shares.

The 2008 Stock Based Awards Plan (the “2008 Plan”), which was approved by the shareholders at the 2008 Annual Meeting of Shareholders, authorizes the issuance of up to 800,000 shares of common stock and stock-based awards, subject to certain adjustments for changes in Southwest’s capital structure.

The 2008 Plan has a term of 10 years from its effective date April 24, 2008 after which date no awards may be granted under the 2008 Plan. As of December 31, 2011 no options for shares were outstanding under the 2008 Plan. The 2008 Plan replaced a plan adopted in 1999 (as amended, the “1999 Option Plan”), which was terminated except with respect to options that were outstanding on the plan’s termination date. As of December 31, 2011, options for 73,814 shares were outstanding under the 1999 Option Plan.

The Plans provide for the grant of “incentive options” as defined in Section 422 of the Code. The 2008 Plan and the 1999 Option Plan also provide for the grant of “non-incentive options”, restricted stock, and stock appreciation rights to directors, officers, and non-officer employees on terms and conditions established by the Stock Option Committee, which administers the Option Plans. The independent members of the Board of Directors act as the Stock Option Committee. As of December 31, 2011, only stock options and restricted stock awards have been granted under the 1999 Option Plan and only restricted stock awards have been granted under the 2008 Plan.

Under the Plans, the maximum option term is 10 years from the date of grant. Options are granted with various vesting schedules and terms. The exercise price of a stock option may not be less than 100% of the fair market value of the common stock on the date of grant. The exercise price of stock options must be

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paid in full in cash or shares of common stock, or a combination of both. The Stock Option Committee has the discretion when making a grant of stock options under the 2008 Plan to impose restrictions on the shares to be purchased upon exercise of such options.

In 2011 there were no grants of equity plan based awards to the Named Executive Officers or exercises of options by them. No stock appreciation rights (“SARs”) were exercised by the Named Executive Officers during 2011. No SARs were held by any Named Executive Officer at year-end. None of the Named Executive Officers had stock appreciation rights during 2011. No options held by any Named Executive Officer have been repriced during the last ten full years.

The following table provides information regarding awards outstanding at December 31, 2011, under equity compensation plans, consisting only of the 1999 option plan (expired but having outstanding options that may still be exercised) and the 2008 Plan. As of December 31, 2011, no options for shares were outstanding under the 2008 Plan. The Plans were approved by shareholders. All outstanding options held by the Named Executive Officers are fully vested. There were no unvested stock awards held by Named Executive Officers.

Outstanding Equity Awards At December 31, 2011

	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable		Securities Underlying Unexercised Options Unexercisable		Option Exercise Price		Option Expiration Date
Rick Green		—		—	$	—
Priscilla Banes		5,000		—		24.055		5/24/2012
John Danielson		—		—		—
Laura Robertson		4,500		—		20.430		7/26/2012
Kimberly Sinclair		7,968		—		26.395		3/22/2012

Other Compensation Plans

Southwest has established a deferred compensation plan and a Supplemental Profit Sharing Plan for the benefit of Mr. Green. Both plans are unfunded. The deferred compensation plan allows Mr. Green to make annual elections to defer all or part of his annual cash compensation for the following year. Amounts deferred increase or decrease in each calendar quarter as though they were invested in a nondeposit account with an annualized return equal to one percentage point less than the annualized average interest rate earned by Stillwater National on average interest earning assets for the previous calendar quarter, or in a fund invested in Southwest common stock, as elected by Mr. Green. Under the Plan, accrued amounts are payable following separation of service from Stillwater National; the year in which Mr. Green reaches 72 years of age; or the year following the year in which Mr. Green reaches 72 years of age. Mr. Green elected not to defer compensation for any years since 2003. Mr. Green’s total earnings on the deferred balances were $21,592 in 2011. The Supplemental Profit Sharing Plan is suspended.

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Nonqualified Deferred Compensation

Name (1)	Executive Contributions in 2011		Registrant Contributions in 2011		Aggregate Earnings in 2011 (2)		Aggregate Withdrawals/ Distributions		Aggregate Balance at December 31, 2011
Rick Green		—		—	$	21,592		—	$	591,279

(1) Mr. Green is the only Named Executive Officer who has participated in this plan.

(2) Includes no preferential interest.

Southwest accrues expense to the Supplemental Profit Sharing Plan in amounts sufficient to ensure that Mr. Green obtains the same profit sharing contribution as a percentage of compensation as do other officers and employees of Southwest without regard to limitations of Southwest’s qualified Profit Sharing Plan. The plan is suspended, and no amounts were accrued under it during 2011

Change in Control Compensation

Under Southwest’s Severance Compensation Plan, executive officers are entitled to lump-sum severance compensation upon a qualifying termination of service equal to a percentage of their respective total annual base compensation in effect at the date of termination. For purposes of the Severance Compensation Plan, a qualifying termination of service is defined as either an involuntary termination of service or a voluntary termination of service for good reason, in either case within two years following a change-in-control occurring after the effective date of the Severance Compensation Plan. Good reason would include: (i) a reduction in their base salary; (ii) their assignment without their consent to a distant location; (iii) the failure to maintain them in a position of comparable authority or responsibility; or (iv) a material reduction in their level of incentive compensation or benefits. A change-in-control is deemed to occur whenever: (i) any entity or person becomes the beneficial owner of or obtains voting control over 50% or more of the outstanding shares of common stock of either Southwest or Stillwater National; (ii) the shareholders of either Southwest or Stillwater National approve (a) a merger or consolidation in which Southwest or Stillwater National is not the survivor or pursuant to which the outstanding shares of either would be converted into cash, securities, or other property of another corporation other than a transaction in which shareholders maintain the same proportionate ownership interests, or (b) a sale or other disposition of all or substantially all of the assets of either Southwest or Stillwater National; or (iii) a change in a majority of the Boards of Directors of either Southwest or Stillwater National within a twelve-month period unless each new director was approved by the vote of two-thirds of the directors still in office who were in office at the beginning of the twelve-month period. The plan provides, however, that payment may not be greater than the amount that would be deductible for federal income tax purposes under Internal Revenue Code Section 280G after taking into consideration all payments covered by that section. No payments to Named Executive Officers may be made under the Severance Plan while Capital Purchase Program preferred securities are outstanding. Please see “Executive Summary of Compensation for Our Named Executive Officers” on page 16.

CERTAIN TRANSACTIONS

Southwest’s banking subsidiaries have, and expect to have in the future, banking and other transactions with certain officers and directors of Southwest and its subsidiaries and with greater than 5% shareholders of Southwest and their immediate families and associates. These transactions are in the ordinary course of business, and loans have been, and will be, made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the lender. In the opinion of Southwest’s management, these loans did not involve more than normal risk of collectability or present other unfavorable features.

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Under written policy adopted by resolution of the Board of Directors, extensions of credit from banking subsidiaries of Southwest to executive officers, directors, or principal shareholders must be approved by the independent directors on the Director Loan Review Committee and must meet the procedural and financial requirements of Regulation O of the Board of Governors of the Federal Reserve System. Other transactions between Southwest and any of its subsidiaries and executive officers, directors, or principal shareholder must be approved by the independent directors. These other transactions include any financial transactions, arrangements, or relationships, regardless of dollar amount, other than an extension of credit.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on Southwest’s review of the copies of initial statements of beneficial ownership on Form 3 and reports of changes in beneficial ownership on Form 4 that it has received in the past year, all directors, executive officers, and beneficial owners of more than 10% of its common stock have timely filed those reports with respect to 2011. Southwest makes no representation regarding persons who have not identified themselves as being subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 or as to the appropriateness of disclaimers of beneficial ownership.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

A representative of Ernst & Young LLP, Southwest’s independent certified public accounting firm, is expected to be present at the Annual Meeting to respond to shareholders’ questions and will have the opportunity to make a statement.

Fees

The following table presents fees for professional audit services rendered by Ernst & Young LLP for the audit of the annual financial statements of Southwest Bancorp, Inc. and subsidiaries for the years ended December 31, 2011 and 2010, and fees billed for other services rendered by Ernst & Young LLP.

	2011		2010
Audit Fees (1)	$	795,466	$	834,315
Audit-Related Fees (stock offering)				82,500
Tax Services		—		—
Total	$	795,466	$	916,815

(1) Audit fees consist of fees and expenses for professional services rendered for the audit of Southwest’s consolidated financial statements, for review of financial statements included in Southwest’s quarterly reports on Form 10-Q, and for other services normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements. Includes fees and expenses for services rendered for the years shown regardless of when the fees and expenses were billed.

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Preapproval of Services

The Audit Committee is required by Securities and Exchange Commission regulations to preapprove all auditing services and permitted non-audit services provided by Southwest’s independent registered public accounting firm. There is an exception for preapproval of non-audit services if the aggregate amount of all such non-audit services provided to Southwest constitutes not more than five percent of the total amount of revenues paid by it to its independent registered public accounting firm during the fiscal year in which the non-audit services are provided; such services were not recognized by Southwest at the time of the engagement to be non-audit services; and the non-audit services are promptly brought to the attention of the committee and approved prior to the completion of the audit by the committee or by one or more members of the committee to whom authority to grant such approval has been delegated by the committee. All audit services and permitted non-audit services to be performed by Southwest’s independent auditor have been preapproved by the Audit Committee as required by Securities and Exchange Commission regulations and the Audit Committee’s charter without exception.

REPORT OF THE AUDIT COMMITTEE

The Southwest Audit Committee oversees and reports to the Board of Directors regarding accounting and financial reporting processes, the audits of the financial statements, the qualifications and independence of the independent registered public accounting firm engaged to provide independent audits and related services, and the performance of the internal audit function and independent registered public accounting firm; and also performs the other duties of the committee specified by federal securities laws and regulations, the Federal Deposit Insurance Act and related regulations, the Listing Standards and its charter. The committee (1) has reviewed and discussed the audited financial statements included in Southwest’s 2011 Annual Report on Form 10-K with management; (2) has discussed with independent registered public accounting firm the matters required to be discussed by AU Section 380; and (3) has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the committee concerting independence and has discussed independence with the independent registered public accounting firm. Based upon this review, discussion, disclosures, and materials described in (1) through (3), the committee recommended to the Board of Directors that the audited financial statements be included in the 2011 Annual Report on Form 10-K. The committee also has considered whether the amount and nature of non-audit services rendered by the independent accountant are consistent with its independence.

March 5, 2012	Linford R. Pitts, Chairman
	Joe Berry Cannon
	David S. Crockett Jr.
	Marran H. Ogilvie
	Robert B. Rodgers
	Russell W. Teubner

INCORPORATION BY REFERENCE

The sections in this proxy-statement entitled “Compensation Committee Report” and “Report of the Audit Committee” do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent specifically incorporated in such Reports by reference.

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PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012

The engagement of Ernst & Young LLP as Southwest’s independent registered public accounting firm for 2012 has been recommended by Southwest’s Audit Committee and approved by Southwest’s Board of Directors. The Board is submitting this appointment to the vote of the shareholders for ratification.

The affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting is required to ratify the appointment of Ernst & Young LLP as Southwest’s independent registered public accounting firm for 2012. Therefore, abstentions effectively count as votes against this proposal. If the appointment is not ratified by a majority of the shareholders, the vote will be considered in connection with the auditor appointment for 2012. However, it is not anticipated that any change in Southwest’s independent registered public accounting firm would be made for the current year because of the difficulty and expense of making a change so long after the beginning of the year.

The Board of Directors recommends that you vote “FOR” the ratification of Ernst & Young LLP as Southwest’s independent registered public accounting firm for 2012.

PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are submitting our compensation decisions for our Named Executive Officers for your approval as required by the Emergency Economic Stabilization Act of 2008. These decisions, along with other important information regarding executive compensation, are described in the “Compensation Discussion and Analysis” beginning on page 15 and the compensation disclosures under the heading “Executive Compensation” beginning on page 28. These sections contain the compensation disclosures required by Item 402 of Securities and Exchange Commission Regulation S-K. You are asked to approve the following resolution.

Resolved that the compensation paid to the Named Executive Officers of Southwest Bancorp, Inc. as disclosed in the Compensation Discussion and Analysis and Executive Compensation sections of its 2012 Annual Meeting Proxy Statement is hereby approved.

Your vote is advisory and will not be binding on the Board of Directors or the Compensation Committee. However, we will take into account the outcome of the vote when considering future executive compensation arrangements. Shareholders approved the compensation of Named Executive Officers for 2010 at the 2011 Annual Meeting by a vote of 15,917,367 for and 109,531 against, with 32,307 abstaining.

The Board of Directors recommends that you vote “FOR” approval of the compensation of our Chief Executive Officer, Chief Financial Officer, and three most highly compensated other executive officers.

CODE OF ETHICS

The Board of Directors of Southwest has adopted a code of ethics that applies to all directors, officers, and employees of Southwest and its consolidated subsidiaries. This code, which fulfills the requirements of the Listing Standards and the criteria established by applicable SEC regulations, is available through the governance area of Southwest’s website at www.oksb.com.

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OTHER MATTERS

The Board is not aware of any business to come before the Annual Meeting other than those matters described above in this Proxy Statement and matters incident to the conduct of the Annual Meeting. However, if any other matters should properly come before the Annual Meeting, it is intended that proxies in the accompanying form will be voted as determined by a majority of the Board of Directors.

SHAREHOLDER PROPOSALS AND COMMUNICATIONS

Any shareholder proposal to take action at the year 2013 Annual Meeting of Shareholders must be received at Southwest’s executive office at 608 South Main Street, Stillwater, Oklahoma 74074 no later than November 13, 2012, in order to be eligible for inclusion in Southwest’s proxy materials for that meeting, unless the date of the 2013 annual meeting is more than 30 days from April 26, 2013, in which case the deadline is a reasonable time before Southwest begins to print and send proxy materials. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934. Under Southwest’s Certificate of Incorporation, a shareholder proposal or nomination for director may be eligible for consideration at an annual or special meeting if written notice is delivered or mailed to the Secretary not less than thirty days nor more than sixty days before the meeting, provided that, if less than forty days notice of the meeting has been given, such written notice may be delivered or mailed by the close of the tenth day after the date notice of the meeting was mailed. Such notices also must include information required by and comply with procedures established by the Certificate of Incorporation.

Southwest’s shareholders may communicate with the Board of Directors or any individual director by addressing correspondence to the Board or such director in care of the Secretary at Southwest’s main office by mail, courier, or facsimile or by e-mail through Southwest’s “Contact Us” button on the Investor Relations area of its website at www.oksb.com.

The Board of Directors believes it is important for all directors to attend the annual meeting of shareholders in order to show their support for Southwest and to provide an opportunity for shareholders to express any concerns to them. Southwest has adopted a policy that all directors should attend each annual meeting of shareholders unless they are unable to attend by reason of personal or family illness or pressing matters.

BY ORDER OF THE BOARD OF DIRECTORS

LAURA ROBERTSON

SECRETARY

Stillwater, Oklahoma

March 13, 2012

ANNUAL REPORT ON FORM 10-K

A copy of Southwest’s Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission, will be furnished without charge to shareholders as of the record date upon written request to: Laura Robertson, Southwest Bancorp, Inc., P.O. Box 1988, Stillwater, Oklahoma 74076.

35

Form of Proxy

SOUTHWEST BANCORP, INC.

Using a black ink pen, mark your votes with an X as shown in

this example. Please do not write outside the designated areas. X

ANNUAL MEETING PROXY CARD

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE._

Annual Meeting Proxy Card

A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3.

		For	Withhold
01	James E. Berry II
		For	Withhold
02	Tom D. Berry–
		For	Withhold
03	Joe Berry Cannon
		For	Withhold
04	John Cohlmia
		For	Withhold
05	David S. Crockett, Jr.
		For	Withhold
05	Rick Green
		For	Withhold
07	J. Berry Harrison
		For	Withhold
08	James M. Johnson
		For	Withhold
09	David P. Lambert

		For	Withhold
10	Linford R. Pitts
		For	Withhold
11	Robert B. Rodgers
		For	Withhold
12	Russell W. Teubner

2. Proposal to ratify the appointment of Ernst & Young, LLP as the independent registered public accounting firm for 2011.	For	Against	Abstain
3. Proposal to approve the compensation of our Chief Executive Officer, Chief Financial Officer, and four most highly compensated other executive officers.	For	Against	Abstain

B Non-Voting Items

Change of Address — Please print your new address below. Comments — Please print your comments below.

Meeting Attendance

Mark the box to the right       

if you plan to attend the

Annual Meeting.

C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 —

Please keep signature within the box

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE

Proxy — Southwest Bancorp, Inc.

Notice of 2011 Annual Meeting of Shareholders

Address

Proxy Solicited by Board of Directors for Annual Meeting – April 28, 2011

James M. Johnson, Linford R. Pitts, Robert B. Rodgers, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Southwest Bancorp, Inc. to be held on April 28, 2011 or at any postponement or adjournment thereof.

Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of directors, FOR the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year 2011, and FOR item 3 the advisory proposal to approve the compensation of certain executive officers.

This proxy may be revoked at any time prior to its exercise. Should the undersigned be present and elect to vote at the Annual Meeting or at any adjournment thereof and after notification to the Secretary of the Company at the Annual Meeting of the shareholder’s decision to terminated this proxy, the power of said attorneys and proxies shall be deemed terminated ad of no further force and effect. The undersigned hereby revokes any and all proxies heretofore given with respect to the shares of Common Stock held of record by the undersigned.

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

(Items to be voted appear on reverse side.)