INDEMNIFICATION AGREEMENT


         THIS  AGREEMENT  entered  into  this 10th day of  March,  1997,  by and
between Guthrie Federal Savings Bank, a federally  chartered stock savings bank,
duly  organized and existing under the laws of the United States of America (the
"BANK"), with its principal place of business situated in Guthrie, Logan County,
Oklahoma,  and James V. Seaman,  William L. Cunningham,  Keith Camerer, Alvin R.
Powell, Jr., and H. Stephen Ochs, (collectively referred to as the "Directors"),
and William L. Cunningham, H. Stephen Ochs, Kathleen Warner, Deborah K. Bozarth,
Kimberly Walker,  Colleen Freeman  (collectively  referred to as the "Officers",
and individually as "Officer").

         NOW THEREFORE,  in  consideration  of the mutual covenants and promises
herein contained, the parties hereto do hereby agree as follows:

         1.  DEFINITION.  For purposes of this  Agreement,  the following  terms
shall have the following meaning:

         a) Qualified Action.  The term "qualified action" means any judicial or
administrative proceeding, or threatened proceeding, whether civil, criminal, or
otherwise, including any appeal or other proceeding for review;

         b) Court. The term "court" includes,  without limitation,  any court to
which or in which any appeal or any proceeding for review is brought.

         c) Final Judgment.  The term "final judgment" means a judgment,  decree
or order  which is not  appealable  or as to which the  period  for  appeal  has
expired with no appeal taken.

         d) Settlement.  The term  "settlement"  includes entry of a judgment by
consent or confession or a plea of guilty or nolo contendere.

         References  in  this  section  to  any  individual  or  other  persons,
including any association, shall include legal representatives,  successors, and
assigns thereof.

         2. INDEMNITY.  The BANK, in  consideration  of, and as an inducement to
the Directors to serve on the BANK'S Board of Directors,  and to the Officers of
the  BANK for  their  service,  subject  to the  terms  and  conditions  of this
Agreement, agrees to indemnify and hold harmless the Directors and Officers from
and against liability for the following:

         a) Any amount for which a Director or Officer,  becomes  liable under a
judgment in a qualified action; and

         b) Reasonable costs and expenses, including reasonable attorney's fees,
actually  paid or incurred by a Director or Officer in  defending  or settling a
qualified  action,  or in enforcing his or her rights under this Agreement if he
or she attains a favorable judgment in such qualified enforcement action.



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         c) The BANK shall have the power to  indemnify  any Director or Officer
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative,  or  investigative by reason of the fact that he/she is or was a
director of the BANK,  against  expenses  (incurred but not limited to attorneys
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in  connection  with such action,  suit or  proceeding if he/she
acted in good faith and in a manner he/she  reasonably  believed to be in or not
opposed to the best  interests  of the BANK,  and,  with respect to any criminal
action or proceeding  had no  reasonable  cause to believe  his/her  conduct was
unlawful. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea or nolo  contendere  or its  equivalent
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner which he/she reasonably believed to be in or not opposed o
the best  interest  of the BANK,  and with  respect  to any  criminal  action or
proceeding, has reasonable cause to believe that his/her conduct was unlawful.

         d) The BANK shall have the power to  indemnify  any Director or Officer
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed  action or suit by or in the right of the BANK to procure a
judgment in its factor by reason of the fact that he/she is or was a director of
the BANK, against expenses (including but not limited to attorney fees) actually
and reasonably  incurred by him/her in connection with the defense or settlement
of such action or suit if he/she acted in good faith and in a manner  reasonably
believed  to be in or not opposed to the best  interests  of the BANK and except
that no  indemnification  shall be made in respect of any claim, issue or matter
as to which such Director  shall have been adjudged to be liable for  negligence
or misconduct in the performance of his/her duty to the  corporation  unless and
only to the extent that the court in which such action or suit was brought shall
determine upon  application,  that despite the  adjudication or liability but in
view of all  circumstances  of the case,  such  person is fairly and  reasonably
entitled to indemnity for such expenses which such court shall deem proper.

         3. CONDITIONS PRECEDENT. THE BANK shall indemnify a Director or Officer
as provided herein, only if:

         a) Final  judgment on the merits is entered in favor of the Director or
Officer seeking indemnification; or

         b)       In case of:

                  1)       Settlement,
                  2)       Final judgment against him or her, or
                  3)       Final judgment in his or her favor, other than on the
                           merits, if a majority of the disinterested  Directors
                           of the BANK  determine  that he or she was  acting in
                           good faith within the scope of his or her  employment
                           or  authority  as he or  she  could  reasonably  have
                           perceived  it  under  the  circumstances  and  for  a
                           purpose  he or she  could  have  believed  under  the
                           circumstances  was in the best  interests of the BANK
                           or its depositors or shareholders.


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         c) Any indemnification  under subsections (a) or (b) (unless ordered by
a court) shall be made by the BANK only as  authorized in the specific case upon
a determination that indemnification of the Director or Officer is proper in the
circumstances  because  he/she has met the  applicable  standard  of conduct set
forth in  subsections  (a) or (b). Such  determination  shall be made (1) by the
Board of Directors by a majority  vote of a quorum  consisting  of directors who
were  not  parties  to  such  action,  suit  or  proceedings,   or  (2)  by  the
shareholders.

         d) The  indemnification  provided by this  section  shall not be deemed
exclusive of any other rights to which those  indemnified  may be entitled under
any  bylaw,  agreement,  vote of  shareholders  or  disinterested  directors  or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of the
heirs, executors and administrators of such a person.

         4.  INSURANCE.  The BANK may  obtain  insurance  to  protect it and its
Directors and Officers from potential  losses arising from claims against either
of them for alleged wrongful acts, or wrongful acts, committed in their capacity
as Directors or Officers. However, no right exists to secure insurance providing
for payment of losses of any Director or Officer  incurred as a  consequence  of
his or her willful or criminal misconduct.

         5.  PAYMENT OF  EXPENSES.  If a majority of the  Directors  of the BANK
conclude  that, in  connection  with a qualified  action,  a Director or Officer
ultimately may become  entitled to  indemnification  under this  Agreement,  the
Directors or Officers may authorize  payment of  reasonable  costs and expenses,
including reasonable  attorneys' fees, arising from the defense or settlement of
such qualified action.  Nothing in this paragraph shall prevent the Directors or
Officers of the BANK from imposing  such  conditions on a payment of expenses as
they  deem  warranted  and in the  interests  of the BANK.  Prior to making  any
advance  payment of  expenses  under  this  paragraph,  the BANK shall  obtain a
written  agreement  from the affected  Director or Officer that the BANK will be
repaid if the  Director  or  Officer  on whose  behalf  payment is made is later
determined not to be entitled to such indemnification. The BANK may also require
an  undertaking  of the  Director or Officer by or on behalf of the  Director or
Officer to repay such amount unless it shall ultimately be determined that he or
she is entitled to be indemnified by the BANK as provided in this Agreement.

         6.  EXCLUSIONS.  A  Director  or  Officer  shall  not  be  entitled  to
indemnification in connection with any action, suit, or proceeding,  arising out
of or relating to conduct of the director or Officer which constitutes:

         a) A breach of the  Director's or Officer's duty of loyalty to the BANK
or its shareholders;

         b) An act or omission not in good faith or which  involves  intentional
misconduct or a violation of law; or

         c)  Any  transaction   from  which  the  Director  or  Officer  seeking
indemnification derived an improper personal benefit.


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         7.       REGULATORY LIMITATIONS.

         a) Notwithstanding  anything herein to the contrary, no indemnification
shall be made in accordance with this Agreement unless the BANK gives the Office
Of Thrift Supervision  ("OTS") at least 60 days' notice of its intention to make
such indemnification in accordance with OTS regulations at 12 CFR 545.121.  Such
notice  shall  state  the  facts on which  the  action  arose,  the terms of any
settlement,  and any disposition of the action by a court.  Such notice,  a copy
thereof,  and a  certified  copy  of  the  resolution  containing  the  required
determination  by the Board of Directors shall be sent to the Regional  Director
of the OTS, who shall promptly  acknowledge  receipt thereof.  The notice period
shall run from the date of such receipt. No such  indemnification  shall be made
if the  Regional  Director of the OTS  advises the BANK in writing,  within such
notice period, of its objection thereto.

         (b)   Notwithstanding    anything   herein   to   the   contrary,   the
indemnification provided for in accordance with this Agreement is subject to and
qualified by the limitations as contained at 12 U.S.C. 1821(k).

         8.  COUNTERPARTS.  This  Agreement  may be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original,  but all of such
together shall constitute one and the same instrument.

         9. HEADINGS AND CONSTRUCTION.  The headings contained in this Agreement
are inserted for convenience only, and shall not constitute a part hereof.

         10. BINDING  EFFECT.  This agreement  shall be binding upon all parties
signatory hereto and their respective heirs, legal  representatives,  successors
and assigns.

         11. INVALIDITY.  If any one or more of the provisions of this Agreement
shall for any reason be held to be invalid,  illegal,  or  unenforceable  in any
respect,  such invalidity,  illegality or unenforceability  shall not affect the
remaining provisions of this Agreement,  and this document shall be construed as
if such invalid,  illegal or  unenforceable  provision had never been  contained
herein.

         12. ENTIRE  PURCHASE  CONTRACT.  This Agreement  constitutes the entire
Agreement  between  the  parties  hereto  and  supersedes  any and all prior and
contemporaneous negotiations,  agreements and understandings between the parties
hereto pertaining to the subject matter hereof.

         13.  EXAMINATION.  The  parties'  signatory  hereto  hereby  state  and
acknowledge  that they have  heretofore  examined,  reviewed and  inspected  all
books, records,  documents and related data regarding the BANK. Pursuant to such
exercise,  each party's  signatory  hereto  states and  acknowledges  that it is
satisfied in all respects  regarding the assets,  liabilities,  claims,  rights,
duties  and  business  affairs  of the  BANK.  Each of the  undersigned  further
acknowledges  that  he/she has read this  Agreement,  understands  the  contents
thereof,  and has had the  opportunity  for an  independent  attorney of his/her
choosing who is not a party hereto,  to review this  Agreement on his/her behalf
and has been advised accordingly by such independent attorney.

         14.  GOVERNING  LAW. It is agreed  between the parties hereto that this
Agreement shall be construed by the laws of the State of Oklahoma, except to the
extent  that   federal   law  shall  be  deemed  to  preempt   such  state  law.


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