EX-4.7






EXHIBIT 4.7




GUARANTEE AGREEMENT




SOUTHWEST BANCORP, INC.




Dated as of                     , 2008




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS AND INTERPRETATION
	 	 	 	 
	Section 1.1 Definitions and Interpretation
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II TRUST INDENTURE ACT
	 	 	 	 
	Section 2.1 Trust Indenture Act; Application
	 	 	3	 
	Section 2.2 List of Holders
	 	 	3	 
	Section 2.3 Reports by Guarantee Trustee
	 	 	4	 
	Section 2.4 Reports to Guarantee Trustee
	 	 	4	 
	Section 2.5 Evidence of Compliance with Conditions Precedent
	 	 	4	 
	Section 2.6 Events of Default; Waiver
	 	 	4	 
	Section 2.7 Events of Default; Notice
	 	 	4	 
	Section 2.8 Conflicting Interests
	 	 	5	 
	 
	 	 	 	 
	ARTICLE III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE
	 	 	 	 
	Section 3.1 Powers and Duties of the Guarantee Trustee
	 	 	5	 
	Section 3.2 Certain Rights of the Guarantee Trustee
	 	 	6	 
	Section 3.3 Not Responsible for Recitals or Issuance of Guarantee
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IV THE GUARANTEE TRUSTEE
	 	 	 	 
	Section 4.1 The Guarantee Trustee; Eligibility
	 	 	7	 
	Section 4.2 Appointment, Removal and Resignation of the
 Guarantee Trustee
	 	 	7	 
	 
	 	 	 	 
	ARTICLE V THE GUARANTEE
	 	 	 	 
	Section 5.1 Guarantee
	 	 	8	 
	Section 5.2 Waiver of Notice and Demand
	 	 	8	 
	Section 5.3 Obligations Not Affected
	 	 	8	 
	Section 5.4 Rights of Holders
	 	 	9	 
	Section 5.5 Guarantee of Payment
	 	 	9	 
	Section 5.6 Subrogation
	 	 	9	 
	Section 5.7 Independent Obligations
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION
	 	 	 	 
	Section 6.1 Limitation of Transactions
	 	 	10	 
	Section 6.2 Ranking
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VII TERMINATION
	 	 	 	 
	Section 7.1 Termination
	 	 	11	 
	 
	 	 	 	 
	ARTICLE VIII INDEMNIFICATION
	 	 	 	 
	Section 8.1 Exculpation
	 	 	11	 
	Section 8.2 Indemnification
	 	 	11	 
	Section 8.3 Compensation; Reimbursement of Expenses
	 	 	12	 
	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	 	 
	Section 9.1 Successors and Assigns
	 	 	12	 
	Section 9.2 Amendments
	 	 	12	 
	Section 9.3 Notices
	 	 	12	 
	Section 9.4 Benefit
	 	 	13	 
	Section 9.5 Governing Law
	 	 	13	 
	Section 9.6 Counterparts
	 	 	13	 






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Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust
Indenture Act of 1939:




	 	 	 
	TRUST INDENTURE ACT Section	 	INDENTURE Section
	§310(a)(1), (2) and (5)
	 	4.1(a)
	(a)(3)
	 	Not Applicable
	(a)(4)
	 	Not Applicable
	(b)
	 	2.8, 4.1(c)
	(c)
	 	Not Applicable
	§311(a)
	 	2.2(b)
	(b)
	 	2.2(b)
	(c)
	 	Not Applicable
	§312(a)
	 	2.2(a)
	(b)
	 	2.2(b)
	(c)
	 	2.2(b)
	§313(a)
	 	2.3
	(b)
	 	2.3
	(c)
	 	2.3
	(d)
	 	2.3
	§314(a)(1), (2) and (3)
	 	2.4
	(a)(4)
	 	2.4
	(b)
	 	Not Applicable
	(c)(1)
	 	2.4
	(c)(2)
	 	2.4
	(c)(3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	2.4
	(f)
	 	Not Applicable
	§315(a)
	 	3.1(d)
	(b)
	 	2.7
	(c)
	 	3.1(b)
	(d)
	 	3.1(d)
	(e)
	 	5.4(c)
	§316(a)
	 	1.1
	(a)(1)(A)
	 	5.4(A)
	(a)(1)(B)
	 	2.6
	(a)(2)
	 	Not Applicable
	(b)
	 	5.3
	(c)
	 	Not Applicable
	§317(a)(1)
	 	2.1(b)
	(a)(2)
	 	2.1(b)
	(b)
	 	2.1(b)
	§318(a)
	 	2.1(b)





Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.





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GUARANTEE AGREEMENT




     This GUARANTEE AGREEMENT (the “Guarantee”), dated as of ___, 2008, is executed and
delivered by Southwest Bancorp, Inc., a bank holding company incorporated in the State of Oklahoma
(the “Guarantor”), and U.S. Bank National Association, a national banking association, as trustee
(the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of
the Preferred Securities (as defined herein) of Southwest Capital Trust II, a Delaware statutory
trust (the “Issuer”).



     WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the “Declaration”), dated
as of the date hereof, among the trustees named therein of the Issuer, Southwest Bancorp, Inc., as
sponsor, and the holders from time to time of undivided beneficial interests in the assets of the
Issuer, the Issuer is issuing on the date hereof fixed rate trust preferred securities, having an
aggregate liquidation amount of $50,000,000 (the “Preferred Securities”); and



     WHEREAS, the Preferred Securities will be issued by the Issuer, and the proceeds thereof,
together with the proceeds from the issuance of the Issuer’s common securities, will be used to
purchase the Debentures (as defined herein);



     WHEREAS, as incentive for the Holders to purchase the Preferred Securities, the Guarantor
desires irrevocably and unconditionally to agree, to the extent set forth in this Guarantee, to pay
to the Holders of Preferred Securities the Guarantee Payments (as defined herein) and to make
certain other payments on the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the purchase by each Holder of the Preferred Securities,
which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and
delivers this Guarantee for the benefit of the Holders from time to time of the Preferred
Securities:



ARTICLE I

DEFINITIONS AND INTERPRETATION




     Section 1.1 Definitions and Interpretation.



     In this Guarantee, unless the context otherwise requires:



     (a) capitalized terms used in this Guarantee but not defined in the preamble above have the
respective meanings assigned to them in this Section 1.1;



     (b) a term defined anywhere in this Guarantee has the same meaning throughout;



     (c) all references to “the Guarantee” or “this Guarantee” are to this Guarantee as modified,
supplemented or amended from time to time;



     (d) all references in this Guarantee to Articles and Sections are to Articles and Sections of
this Guarantee, unless otherwise specified;



     (e) capitalized terms used in this Guarantee but not defined herein have the meanings assigned
to such terms in the Declaration as of the date of execution of this Guarantee; and



     (f) a reference to the singular includes the plural and vice versa.



     “Beneficiaries” means any Person to whom the Issuer is or hereafter becomes indebted or
liable.



     “Common Securities” has the meaning specified in the Declaration.



     “Corporate Trust Office” means the office of the Guarantee Trustee at which at any particular
time its corporate trust business shall be principally administered, which at all times shall be
located within the United States and at the time of the execution of this Guarantee shall be One
Federal Street, 3rd Floor, Boston, Massachusetts 02110.



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     “Debenture Issuer” means Southwest Bancorp, Inc. or any successor entity resulting from any
consolidation, amalgamation, merger or other business combination, in its capacity as issuer of the
Debentures.



     “Debentures” means the junior subordinated debentures of the Debenture Issuer that are
designated in the Indenture as the “Fixed Rate Junior Subordinated Debt Securities due 2038” and
held by the Institutional Trustee (as defined in the Declaration) of the Issuer.



     “Event of Default” means (i) a default by the Guarantor in any of its payment obligations
under this Guarantee Agreement or (ii) a default by the Guarantor in any other obligation hereunder
that remains unremedied for 30 days.



     “Guarantee Payments” means the following payments or distributions, without duplication, with
respect to the Preferred Securities, to the extent not paid or made by or on behalf of the Issuer:
(i) any accrued and unpaid Distributions (as defined in the Declaration) which are required to be
paid on such Preferred Securities, to the extent the Issuer has funds available in the Property
Account (as defined in the Declaration) therefor at such time, (ii) the price payable upon the
redemption of any Preferred Securities to the extent the Issuer has funds available in the Property
Account therefor at such time, and (iii) upon a voluntary or involuntary liquidation, dissolution,
winding-up or termination of the Issuer (other than in connection with the distribution of
Debentures to the Holders in exchange therefor as provided in the Declaration), the lesser of
(a) the aggregate of the liquidation amount of the Preferred Securities and all accrued and unpaid
Distributions on the Preferred Securities to the date of payment, to the extent the Issuer has
funds available in the Property Account therefor at such time, and (b) the amount of assets of the
Issuer remaining available for distribution to Holders in liquidation of the Issuer after
satisfaction of liabilities to creditors of the Issuer as required by applicable law (in either
case, the “Liquidation Distribution”).



     “Guarantee Trustee” means U.S. Bank National Association, until a Successor Guarantee Trustee
has been appointed and has accepted such appointment pursuant to the terms of this Guarantee and
thereafter means each such Successor Guarantee Trustee.



     “Holder” means any Person in whose name any Preferred Securities are registered on the books
and records of the Issuer; provided, however, that, in determining whether the
Holders of the requisite percentage of Preferred Securities have given any request, notice, consent
or waiver hereunder, “Holder” shall not include the Guarantor, the Guarantee Trustee or any
Affiliate of the Guarantor or Guarantee Trustee.



     “Indemnified Person” means the Guarantee Trustee (including in its individual capacity), any
Affiliate of the Guarantee Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Guarantee Trustee.



     “Indenture” means the Indenture, dated as of the date hereof, between the Debenture Issuer and
U.S. Bank National Association, not in its individual capacity but solely as trustee, and any
indenture supplemental thereto pursuant to which the Debentures are to be issued to the
Institutional Trustee of the Issuer.



     “Liquidation Distribution” has the meaning set forth in the definition of “Guarantee Payments”
herein.



     “Majority in Liquidation Amount of the Preferred Securities” means Holder(s) of outstanding
Preferred Securities, voting together as a class, but separately from the holders of Common
Securities, of more than 50% of the aggregate liquidation amount (including the amount that would
be paid upon the redemption, liquidation or otherwise on the date upon which the voting percentages
are determined, plus unpaid Distributions accrued thereon to such date) of all Preferred Securities
then outstanding.



     “Obligations” means any costs, expenses or liabilities (but not including liabilities related
to taxes) of the Issuer other than obligations of the Issuer to pay to holders of any Trust
Securities the amounts due such holders pursuant to the terms of the Trust Securities.



     “Officer’s Certificate” means a certificate signed by the Chairman of the Board, the Vice
Chairman, the President or any Vice President, and by the Chief Financial Officer, the Treasurer,
an Assistant Treasurer, the Comptroller, an Assistant Comptroller, the Secretary or an Assistant
Secretary of the Company, and delivered to the Guarantee Trustee. Any Officer’s Certificate
delivered with respect to compliance with a condition or covenant provided for in this Guarantee
shall include:



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     (a) a statement that such officer signing the Officer’s Certificate has read the covenant or
condition and the definitions relating thereto;



     (b) a brief statement of the nature and scope of the examination or investigation undertaken
by such officer in rendering the Officer’s Certificate;



     (c) a statement that such officer has made such examination or investigation as, in such
officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether
or not such covenant or condition has been complied with; and



     (d) a statement as to whether, in the opinion of such officer, such condition or covenant has
been complied with.



     “Person” means a legal person, including any individual, corporation, estate, partnership,
joint venture, association, joint stock company, limited liability company, trust, unincorporated
association, or government or any agency or political subdivision thereof, or any other entity of
whatever nature.



     “Responsible Officer” means, with respect to the Guarantee Trustee, any officer within the
Corporate Trust Office of the Guarantee Trustee with direct responsibility for the administration
of any matters relating to this Guarantee, including any vice president, any assistant vice
president, any secretary, any assistant secretary, the treasurer, any assistant treasurer, any
trust officer or other officer of the Corporate Trust Office of the Guarantee Trustee customarily
performing functions similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to whom such matter
is referred because of that officer’s knowledge of and familiarity with the particular subject.



     “Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 4.2.



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this Guarantee Agreement was executed; provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.



     “Trust Securities” means the Common Securities and the Preferred Securities.



ARTICLE II

TRUST INDENTURE ACT




          Section 2.1 Trust Indenture Act; Application.




          (a) This Guarantee Agreement is subject to the provisions of the Trust Indenture Act that are
required to be part of this Guarantee Agreement and shall, to the extent applicable, be governed by
such provisions.




          (b) If and to the extent that any provision of this Guarantee Agreement limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act
through the operation of Section 318(c) thereof, such imposed duties shall control. If any
provision of this Guarantee Agreement modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, such provision shall be deemed to apply to this Guarantee
Agreement as so modified or to be excluded, as the case may be.




          Section 2.2 List of Holders. 




          (a) The Guarantor shall furnish or cause to be furnished to the Guarantee Trustee
(a) semiannually, on or before June 30 and December 31 of each year, a list, in such form as the
Guarantee Trustee may reasonably require, of the names and addresses of the Holders (a “List of
Holders”) as of a date not more than 15 days prior to the delivery thereof, and (b) at such other
times as the Guarantee Trustee may request in writing, within 30 days after the receipt by the
Guarantor of any such request, a List of Holders as of a date not more than 15 days prior to




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the time such list is furnished, in each case to the extent such information is in the
possession or control of the Guarantor and is not identical to a previously supplied list of
Holders or has not otherwise been received by the Guarantee Trustee in its capacity as such. The
Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List
of Holders.




          (b) The Guarantee Trustee shall comply with the requirements of Section 311(a), Section 311(b)
and Section 312(b) of the Trust Indenture Act. Disclosures made pursuant to Section 312(b) of the
Trust Indenture Act shall be accorded the treatment provided in Section 313(c) of the Trust
Indenture Act.




          Section 2.3 Reports by the Guarantee Trustee. 




          Not later than June 15 of each year, commencing June 15, 2008, the Guarantee Trustee shall
provide to the Holders such reports, if any, as are required by Section 313 of the Trust Indenture
Act in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Guarantee
Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.




          Section 2.4 Reports to the Guarantee Trustee.




          The Guarantor shall provide to the Guarantee Trustee, the Securities and Exchange Commission
and the Holders such documents, reports and information, if any, as required by Section 314 of the
Trust Indenture Act and the compliance certificate required by Section 314 of the Trust Indenture
Act, in the form, in the manner and at the times required by Section 314 of the Trust Indenture
Act.




          Section 2.5 Evidence of Compliance with Conditions Precedent. 




          The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such
conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the
matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required
to be given by an officer of the Guarantor pursuant to Section 314(c)(1) may be given in the form
of an Officers’ Certificate.




          Section 2.6 Events of Default; Waiver. 




          The Holders of at least a Majority in Liquidation Amount of the Preferred Securities may, by
vote, on behalf of the Holders of all the Preferred Securities, waive any past default or Event of
Default and its consequences. Upon such waiver, any such default or Event of Default shall cease to
exist, and any default or Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent therefrom.




          Section 2.7 Event of Default; Notice. 




          (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default,
transmit by mail, first class postage prepaid, to the Holders, notice of any such Event of Default
known to the Guarantee Trustee, unless such Event of Default has been cured before the giving of
such notice, provided that, except in the case of a default in the payment of a Guarantee Payment,
the Guarantee Trustee shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors of the Guarantee Trustee in
good faith determines that the withholding of such notice is in the interests of the Holders.




          (b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless
the Guarantee Trustee shall have received written notice, or a Responsible Officer of the Guarantee
Trustee charged with the administration of this Guarantee Agreement shall have actual knowledge of
such Event of Default.




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          Section 2.8 Conflicting Interests. 




          The Declaration and the Indenture shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b)
of the Trust Indenture Act.




ARTICLE III

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE




     Section 3.1 Powers and Duties of the Guarantee Trustee.



     (a) This Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders, and
the Guarantee Trustee shall not transfer this Guarantee to any Person except a Holder exercising
its rights pursuant to Section 5.4 (b) or to a Successor Guarantee Trustee on acceptance by such
Successor Guarantee Trustee of its appointment to act as Successor Guarantee Trustee. The right,
title and interest of the Guarantee Trustee shall automatically vest in any Successor Guarantee
Trustee, and such vesting and succession of title shall be effective whether or not conveyancing
documents have been executed and delivered pursuant to the appointment of such Successor Guarantee
Trustee.



     (b) If an Event of Default actually known to a Responsible Officer of the Guarantee Trustee,
has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee for the benefit
of the Holders, exercising such of the rights and powers vested in it by this Guarantee, and using
the same degree of care and skill in its exercise thereof, as a prudent person would exercise or
use under the circumstances in the conduct of his or her own affairs.



     (c) The Guarantee Trustee, before the occurrence of any Event of Default, and after the curing
of all Events of Default that may have occurred, shall undertake to perform only such duties as are
specifically set forth in this Guarantee Agreement, and no implied covenants shall be read into
this Guarantee Agreement against the Guarantee Trustee. If an Event of Default has occurred (that
has not been cured or waived pursuant to Section 2.6), the Guarantee Trustee shall exercise such of
the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and
skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.



     (d) No provision of this Guarantee shall be construed to relieve the Guarantee Trustee from
liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct or bad faith, except that:



     (i) prior to the occurrence of any Event of Default and after the curing or waiving of all
Events of Default that may have occurred:



     (A) the duties and obligations of the Guarantee Trustee shall be determined solely by the
express provisions of this Guarantee, and the Guarantee Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this Guarantee, and no
implied covenants or obligations shall be read into this Guarantee against the Guarantee Trustee;
and




     (B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee
may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and
conforming to the requirements of this Guarantee; but in the case of any such certificates or
opinions furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine
the same to determine whether or not on their face they conform to the requirements of this
Guarantee;



     (ii) the Guarantee Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer of the Guarantee Trustee, unless it shall be proved that such Responsible
Officer of the Guarantee Trustee or the Guarantee Trustee was negligent in ascertaining the
pertinent facts upon which such judgment was made;



     (iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to
be taken by it in good faith in accordance with the written direction of the Holders of a Majority
in Liquidation Amount of the Preferred Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee; and



5









 





     (iv) no provision of this Guarantee shall require the Guarantee Trustee to expend or risk its
own funds or otherwise incur personal financial liability in the performance of any of its duties
or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable
grounds for believing that the repayment of such funds is not reasonably assured to it under the
terms of this Guarantee, or security and indemnity, reasonably satisfactory to the Guarantee
Trustee, against such risk or liability is not reasonably assured to it.



     Section 3.2 Certain Rights of the Guarantee Trustee.



     (a) Subject to the provisions of Section 3.1:



     (i) The Guarantee Trustee may conclusively rely, and shall be fully protected in acting or
refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed, sent or presented
by the proper party or parties.



     (ii) Any direction or act of the Guarantor contemplated by this Guarantee shall be
sufficiently evidenced by an Officer’s Certificate.



     (iii) Whenever, in the administration of this Guarantee, the Guarantee Trustee shall deem it
desirable that a matter be proved or established before taking, suffering or omitting any action
hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in
the absence of bad faith on its part, request and conclusively rely upon an Officer’s Certificate
of the Guarantor which, upon receipt of such request, shall be promptly delivered by the Guarantor.



     (iv) The Guarantee Trustee shall have no duty to see to any recording, filing or registration
of any instrument or other writing (or any rerecording, refiling or reregistration thereof).



     (v) The Guarantee Trustee may consult with counsel of its selection, and the written advice or
opinion of such counsel shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice
or opinion. Such counsel may be counsel to the Guarantee Trustee, the Guarantor or any of its
Affiliates and may be one of its employees. The Guarantee Trustee shall have the right at any time
to seek instructions concerning the administration of this Guarantee from any court of competent
jurisdiction.



     (vi) The Guarantee Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Guarantee at the request or direction of any Holder, unless such Holder
shall have provided to the Guarantee Trustee such security and indemnity, reasonably satisfactory
to the Guarantee Trustee, against the costs, expenses (including attorneys’ fees and expenses and
the expenses of the Guarantee Trustee’s agents, nominees or custodians) and liabilities that might
be incurred by it in complying with such request or direction, including such reasonable advances
as may be requested by the Guarantee Trustee; provided, however, that nothing contained in this
Section 3.2(a)(vi) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event
of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee.



     (vii) The Guarantee Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit.



     (viii) The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and
the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder.



     (ix) Any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders
of the Preferred Securities, and the signature of the Guarantee Trustee or its agents alone shall
be sufficient and effective to perform any such action. No third party shall be required to inquire
as to the authority of the Guarantee Trustee to so act or as to its compliance with any of the
terms and provisions of this Guarantee, both of which shall be conclusively evidenced by the
Guarantee Trustee’s or its agent’s taking such action.



     (x) Whenever in the administration of this Guarantee the Guarantee Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or right or taking any other
action hereunder, the Guarantee Trustee (A) may request instructions from the Holders of a Majority
in Liquidation Amount of the



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Preferred Securities, (B) may refrain from enforcing such remedy or right or taking such other
action until such instructions are received and (C) shall be protected in conclusively relying on
or acting in accordance with such instructions.



     (b) No provision of this Guarantee shall be deemed to impose any duty or obligation on the
Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation
conferred or imposed on it, in any jurisdiction in which it shall be illegal or in which the
Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law to perform
any such act or acts or to exercise any such right, power, duty or obligation. No permissive power
or authority available to the Guarantee Trustee shall be construed to be a duty to act in
accordance with such power and authority.



     Section 3.3 Not Responsible for Recitals or Issuance of Guarantee.



     The recitals contained in this Guarantee shall be taken as the statements of the Guarantor,
and the Guarantee Trustee does not assume any responsibility for their correctness. The Guarantee
Trustee makes no representation as to the validity or sufficiency of this Guarantee.



ARTICLE IV

THE GUARANTEE TRUSTEE




     Section 4.1 The Guarantee Trustee; Eligibility.



     (a) There shall at all times be a Guarantee Trustee which shall:



     (i) not be an Affiliate of the Guarantor; and



     (ii) be a banking corporation or national association organized and doing business under the
laws of the United States of America or any territory or state thereof or of the District of
Columbia, or Person authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), subject to
supervision or examination by federal, state, territorial or District of Columbia authority and
having an office within the United States, and otherwise eligible under to the Trust Indenture Act
to act as trustee hereunder. If such banking corporation or national association publishes reports
of condition at least annually, pursuant to law or to the requirements of the supervising or
examining authority referred to above, then, for the purposes of this Section 4.1(a)(ii), the
combined capital and surplus of such corporation or national association shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published.



     (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under
Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect
set forth in Section 4.2(c).



     (c) If the Guarantee Trustee has or shall acquire any “conflicting interest” within the
meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee shall either eliminate
such “conflicting interest” or resign and the Guarantee Trustee and Guarantor shall in all respects
comply with the provisions of Section 310(b) of the Trust Indenture Act.



     Section 4.2 Appointment, Removal and Resignation of the Guarantee Trustee.



     (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or removed without cause
at any time by the Guarantor except during an Event of Default.



     (b) The Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a
Successor Guarantee Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor.



     (c) The Guarantee Trustee appointed to office shall hold office until a Successor Guarantee
Trustee shall have been appointed or until its removal or resignation. The Guarantee Trustee may
resign from office (without need for prior or subsequent accounting) by an instrument in writing
executed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall not take
effect until a Successor Guarantee Trustee has been appointed and has accepted such appointment by
an instrument in writing executed by such Successor Guarantee Trustee and delivered to the
Guarantor and the resigning Guarantee Trustee.



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     (d) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as
provided in this Section 4.2 within 60 days after delivery of an instrument of removal or
resignation, the Guarantee Trustee resigning or being removed may petition any court of competent
jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee.



     (e) No Guarantee Trustee shall be liable for the acts or omissions to act of any Successor
Guarantee Trustee.



     (f) Upon termination of this Guarantee or removal or resignation of the Guarantee Trustee
pursuant to this Section 4.2, the Guarantor shall pay to the Guarantee Trustee all amounts owing to
the Guarantee Trustee under Sections 8.2 and 8.3 accrued to the date of such termination, removal
or resignation.



ARTICLE V

GUARANTEE




     Section 5.1 Guarantee.



     (a) The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the
Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the Issuer),
as and when due, regardless of any defense (except defense of payment by the Issuer), right of
set-off or counterclaim that the Issuer may have or assert. The Guarantor’s obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to
the Holders or by causing the Issuer to pay such amounts to the Holders. The Guarantor shall give
prompt written notice to the Guarantee Trustee in the event it makes any direct payment to the
Holders.



     (b) Guarantor hereby also agrees to assume any and all Obligations of the Issuer and in the
event any such Obligation is not so assumed, subject to the terms and conditions hereof, the
Guarantor hereby irrevocably and unconditionally guarantees to each Beneficiary the full payment,
when and as due, of any and all Obligations to such Beneficiaries. This Guarantee is intended to
be for the benefit of, and to be enforceable by, all such Beneficiaries, whether or not such
Beneficiaries have received notice hereof.



     Section 5.2 Waiver of Notice and Demand.



     The Guarantor hereby waives notice of acceptance of this Guarantee and of any liability to
which it applies or may apply, presentment, demand for payment, any right to require a proceeding
first against the Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.



     Section 5.3 Obligations Not Affected.



     The obligations, covenants, agreements and duties of the Guarantor under this Guarantee shall
in no way be affected or impaired by reason of the happening from time to time of any of the
following:



     (a) the release or waiver, by operation of law or otherwise, of the performance or observance
by the Issuer of any express or implied agreement, covenant, term or condition relating to the
Preferred Securities to be performed or observed by the Issuer;



     (b) the extension of time for the payment by the Issuer of all or any portion of the
Distributions, the price payable upon the redemption of the Preferred Securities, the Liquidation
Distribution or any other sums payable under the terms of the Preferred Securities or the extension
of time for the performance of any other obligation under, arising out of, or in connection with,
the Preferred Securities (other than an extension of time for the payment of the Distributions, the
price payable upon the redemption of the Preferred Securities, the Liquidation Distribution or
other sums payable that results from the extension of any interest payment period on the
Debentures);



     (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce,
assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the
terms of the Preferred Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind;



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     (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the
Issuer or any of the assets of the Issuer;



     (e) any invalidity of, or defect or deficiency in, the Preferred Securities;



     (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or



     (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations
of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.



     There shall be no obligation of the Holders to give notice to, or obtain consent of, the
Guarantor with respect to the happening of any of the foregoing.



     Section 5.4 Rights of Holders.



     (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities have the right
to direct the time, method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of this Guarantee or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under this Guarantee; provided, however, that (subject to
Sections 3.1 and 3.2) the Guarantee Trustee shall have the right to decline to follow any such
direction if the Guarantee Trustee shall determine that the actions so directed would be unjustly
prejudicial to the Holders not taking part in such direction or if the Guarantee Trustee being
advised by legal counsel determines that the action or proceeding so directed may not lawfully be
taken or if the Guarantee Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors or trustees and/or Responsible Officers shall determine
that the action or proceeding so directed would involve the Guarantee Trustee in personal
liability.



     (b) Any Holder may institute a legal proceeding directly against the Guarantor to enforce the
Guarantee Trustee’s rights under this Guarantee, without first instituting a legal proceeding
against the Issuer, the Guarantee Trustee or any other Person. The Guarantor waives any right or
remedy to require that any such action be brought first against the Issuer, the Guarantee Trustee
or any other Person before so proceeding directly against the Guarantor.



     Section 5.5 Guarantee of Payment.



     This Guarantee creates a guarantee of payment and not of collection. This Guarantee will not
be discharged except by payment of the Guarantee Payments in full (without duplication of amounts
theretofore paid by the Issuer) or upon distribution of the Debentures to Holders as provided in
the Declaration.



     Section 5.6 Subrogation.



     The Guarantor shall be subrogated to all (if any) rights of the Holders against the Issuer in
respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided,
however, that the Guarantor shall not (except to the extent required by applicable provisions of
law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment under this
Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this
Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the
Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the
Holders.



     Section 5.7 Independent Obligations.



     The Guarantor acknowledges that its obligations hereunder are independent of the obligations
of the Issuer with respect to the Preferred Securities and that the Guarantor shall be liable as
principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this
Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g),
inclusive, of Section 5.3 hereof.



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ARTICLE VI

LIMITATION OF TRANSACTIONS; SUBORDINATION




     Section 6.1 Limitation of Transactions.



     So long as any Preferred Securities remain outstanding, if (a) there shall have occurred and
be continuing an Event of Default or (b) Debenture Issuer shall have selected an Extension Period
as provided in the Indenture and such period, or any extension thereof, shall have commenced and be
continuing, then the Guarantor may not, and shall not allow any Subsidiary (as defined in the
Indenture) to, (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of the Guarantor’s or any of the Subsidiary’s
capital stock or make any guarantee payments with respect to such capital stock, or (y) make any
payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Guarantor that rank pari passu with or junior in interest to the Debentures
(other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the
Guarantor in connection with (A) any employment contract, benefit plan or other similar arrangement
with or for the benefit of one or more employees, officers, directors, or consultants, (B) a
dividend reinvestment or stockholder stock purchase plan or (C) the issuance of capital stock of
the Guarantor (or securities convertible into or exercisable for such capital stock), as
consideration in an acquisition transaction entered into prior to the occurrence of the Event of
Default or the applicable Extension Period, (ii) as a result of any exchange or conversion of any
class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the
Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of
the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the
purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being converted or
exchanged, (iv) any declaration of a dividend in connection with any stockholder’s rights plan, or
the issuance of rights, stock or other property under any stockholder’s rights plan, or the
redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the dividend is being
paid or ranks pari passu with or junior in interest to such stock), (vi) payments of dividends or
distributions to the Guarantor or payments of dividends from direct or indirect subsidiaries of the
Guarantor to their parent corporation, which also shall be direct or indirect subsidiaries of the
Guarantor; or (vii) payments under this Guarantee.



     Section 6.2 Ranking.



     This Guarantee will constitute an unsecured obligation of the Guarantor and will rank
subordinate and junior in right of payment to all present and future Senior Indebtedness (as
defined in the Indenture) of the Guarantor. Further, the obligations of the Guarantor under this
Guarantee shall rank pari passu with the obligations of the Guarantor under any similar guarantee
agreements issued by the Guarantor with respect to trust preferred securities (if any) similar to
the Preferred Securities, issued by trusts other than the Issuer established or to be established
by the Guarantor (if any), in each case similar to the Issuer, and any other security, guarantee or
other agreement or obligation that is expressly stated to rank pari passu with the obligations of
Guarantor hereunder, including, without limitation, (i) the obligations of the Guarantor under the
Debentures (ii) the Guarantor’s Floating Rate Junior Subordinated Deferrable Interest Debentures
due 2033 issued to OKSB Statutory Trust I pursuant to an Indenture dated as of June 26,2003 by and
between the Guarantor and U.S. Bank National Association; (ii) the related guarantee of the
Guarantor with respect to the securities of OKSB Statutory Trust I, issued pursuant to that certain
Guarantee Agreement, dated as of June 26, 2003 by and between the Guarantor and U.S. Bank National
Association; (iii) the Guarantor’s Floating Rate Junior Subordinated Deferrable Interest Debentures
due 2033 issued to SBI Capital Trust II pursuant to an Indenture dated as of October 14, 2003 by
and between the Guarantor and Wells Fargo Bank, National Association; and (iv) the related
guarantee of the Guarantor with respect to the securities of SBI Capital Trust II, issued pursuant
to that certain Guarantee Agreement, dated as of October 14, 2003 by and between the Guarantor and
Wells Fargo Bank, National Association. By their acceptance hereof, each Holder of Preferred
Securities agrees to the foregoing provisions of this Guarantee and the other terms set forth
herein.



     (b) The right of the Guarantor to participate in any distribution of assets of any of its
subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to
the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be
recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this
Guarantee will be effectively subordinated to all existing and future liabilities



10









 







of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor
for payments hereunder. This Guarantee does not limit the incurrence or issuance of other secured
or unsecured debt of the Guarantor, including Senior Indebtedness, under any indenture or agreement
that the Guarantor may enter into in the future or otherwise.



ARTICLE VII

TERMINATION




     Section 7.1 Termination.



     This Guarantee shall terminate and be of no further force and effect upon (i) full payment of
the price payable upon redemption of all Preferred Securities then outstanding, (ii) the
distribution of all of the Debentures to the Holders or (iii) full payment of the amounts payable
in accordance with the Declaration upon dissolution of the Issuer. Notwithstanding the foregoing,
this Guarantee will continue to be effective or will be reinstated, as the case may be, if at any
time any Holder must restore payment of any sums paid under the Preferred Securities or under this
Guarantee.



ARTICLE VIII

INDEMNIFICATION




     Section 8.1 Exculpation.



     (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise
to the Guarantor or any Holder for any loss, damage or claim incurred by reason of any act or
omission of such Indemnified Person in good faith in accordance with this Guarantee and in a manner
that such Indemnified Person reasonably believed to be within the scope of the authority conferred
on such Indemnified Person by this Guarantee or by law, except that an Indemnified Person shall be
liable for any such loss, damage or claim incurred by reason of such Indemnified Person’s
negligence, willful misconduct or bad faith with respect to such acts or omissions.



     (b) An Indemnified Person shall be fully protected in relying in good faith upon the records
of the Issuer or the Guarantor and upon such information, opinions, reports or statements presented
to the Issuer or the Guarantor by any Person as to matters the Indemnified Person reasonably
believes are within such other Person’s professional or expert competence and who, if selected by
such Indemnified Person, has been selected with reasonable care by such Indemnified Person,
including information, opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets
from which Distributions to Holders might properly be paid.



     Section 8.2 Indemnification.



     (a) The Guarantor agrees to indemnify each Indemnified Person for, and to hold each
Indemnified Person harmless against, any and all loss, liability, damage, claim or expense incurred
without negligence, willful misconduct or bad faith on the part of the Indemnified Person, arising
out of or in connection with the acceptance or administration of the trust hereunder, including but
not limited to the costs and expenses (including reasonable legal fees and expenses) of the
Indemnified Person defending itself against, or investigating, any claim or liability in connection
with the exercise or performance of any of the Indemnified Person’s powers or duties hereunder. The
obligation to indemnify as set forth in this Section 8.2 shall survive the resignation or removal
of the Guarantee Trustee and the termination of this Guarantee. The Guarantee Trustee will not
claim or exact any lien or charge on any Guarantee Payments as a result of any amount due to it
under this Guarantee.



     (b) Promptly after receipt by an Indemnified Person under this Section 8.2 of notice of the
commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be
made against the Guarantor under this Section 8.2, notify the Guarantor in writing of the
commencement thereof; but the failure so to notify the Guarantor (i) will not relieve the Guarantor
from liability under paragraph (a) above unless and to the extent that the Guarantor did not
otherwise learn of such action and such failure results in the forfeiture by the Guarantor of
substantial rights and defenses and (ii) will not, in any event, relieve the Guarantor from any
obligations to any Indemnified Person other than the indemnification obligation provided in
paragraph (a) above. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice
at the Guarantor’s expense to represent the Indemnified Person in any action for which
indemnification is sought (in which case the Guarantor shall not thereafter be



11









 







responsible for the fees and expenses of any separate counsel retained by the Indemnified
Person or Persons except as set forth below); provided, however, that such counsel shall be
satisfactory to the Indemnified Person. Notwithstanding the Guarantor’s election to appoint counsel
to represent the Indemnified Person in any action, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Guarantor shall bear the reasonable
fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the
Guarantor to represent the Indemnified Person would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such action include both
the Indemnified Person and the Guarantor and the Indemnified Person shall have reasonably concluded
that there may be legal defenses available to it and/or other Indemnified Persons which are
different from or additional to those available to the Guarantor, (iii) the Guarantor shall not
have employed counsel satisfactory to the Indemnified Person to represent the Indemnified Person
within a reasonable time after notice of the institution of such action or (iv) the Guarantor shall
authorize the Indemnified Person to employ separate counsel at the expense of the Guarantor. The
Guarantor will not, without the prior written consent of the Indemnified Persons, settle or
compromise or consent to the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the Indemnified Persons are actual or potential parties to such claim or
action) unless such settlement, compromise or consent includes an unconditional release of each
Indemnified Person from all liability arising out of such claim, action, suit or proceeding.



     Section 8.3 Compensation; Reimbursement of Expenses.



     The Guarantor agrees:



     (a) to pay to the Guarantee Trustee from time to time such compensation for all services
rendered by it hereunder as the parties shall agree to from time to time (which compensation shall
not be limited by any provision of law in regard to the compensation of a trustee of an express
trust); and



     (b) except as otherwise expressly provided herein, to reimburse the Guarantee Trustee upon
request for all reasonable expenses, disbursements and advances incurred or made by it in
accordance with any provision of this Guarantee (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense, disbursement or
advance as may be attributable to the negligence, willful misconduct or bad faith of the Guarantee
Trustee.



     The provisions of this Section 8.3 shall survive the resignation or removal of the Guarantee
Trustee and the termination of this Guarantee.



ARTICLE IX

MISCELLANEOUS




     Section 9.1 Successors and Assigns.



     All guarantees and agreements contained in this Guarantee shall bind the successors, assigns,
receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the
Holders of the Preferred Securities then outstanding. Except in connection with any merger or
consolidation of the Guarantor with or into another entity or any sale, transfer or lease of the
Guarantor’s assets to another entity, in each case to the extent permitted under the Indenture, the
Guarantor may not assign its rights or delegate its obligations under this Guarantee without the
prior approval of the Holders of a Majority in Liquidation Amount of the Preferred Securities.



     Section 9.2 Amendments.



     Except with respect to any changes that do not adversely affect the powers, preferences,
rights or interests of Holders of the Preferred Securities in any material respect (in which case
no approval of Holders will be required), this Guarantee may be amended only with the prior
approval of the Holders of a Majority in Liquidation Amount of the Preferred Securities. The
provisions of the Declaration with respect to amendments thereof shall apply equally with respect
to amendments of the Guarantee.



     Section 9.3 Notices.



     All notices provided for in this Guarantee shall be in writing, duly signed by the party
giving such notice, and shall be delivered, telecopied or mailed by first class mail, as follows:



12









 





     (a) if given to the Guarantee Trustee, at the Guarantee Trustee’s mailing address set forth
below (or such other address as the Guarantee Trustee may give notice of to the Holders of the
Preferred Securities):


U.S. Bank National Association

One Federal Street,3rd Floor

Boston, MA 02110

Attention: Corporate Trust Services

Telecopy: (617) 603-6667

Telephone: (617) 603-6567




     (b) if given to the Guarantor, at the Guarantor’s mailing address set forth below (or such
other address as the Guarantor may give notice of to the Holders of the Preferred Securities and to
the Guarantee Trustee):


Southwest Bancorp, Inc.

608 South Main Street

Stillwater, Oklahoma 74074

Attention: Rick Green

Telecopy: (405) 742-1805

Telephone: (405) 742-1800

 

with a copy to

James I Lundy, III, Esquire

Suite 400

1700 Pennsylvania Avenue, NW

Washington, DC 20006

Telecopy: 202-318-4623

Telephone: 202-349-7130




     (c) if given to any Holder, at the address set forth on the books and records of the Issuer.



     All such notices shall be deemed to have been given when received in person, telecopied with
receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other
document is refused delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered on the date of such
refusal or inability to deliver.



     Section 9.4 Benefit.



     This Guarantee is solely for the benefit of the Beneficiaries, subject to Section 3.1(a), is
not separately transferable from the Preferred Securities.



     Section 9.5 Governing Law.



     THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES OF SAID STATE.



     Section 9.6 Counterparts.



     This Guarantee may contain more than one counterpart of the signature page and this Guarantee
may be executed by the affixing of the signature of the Guarantor and the Guarantee Trustee to any
of such counterpart signature pages by facsimile transmission or .pdf file. All of such counterpart
signature pages shall be read as though one, and they shall have the same force and effect as
though all of the signers had manually executed a single signature page.



13









 





     THIS GUARANTEE is executed as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	SOUTHWEST BANCORP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 

	 	 	 	AS TRUSTEE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 







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