Indemnification Agreement
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                            INDEMNIFICATION AGREEMENT


         THIS  AGREEMENT  entered  into  this 10th day of  March,  1997,  by and
between Guthrie  Savings,  Inc., a corporation duly organized and existing under
the laws of the State of Oklahoma (the  "COMPANY"),  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:

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

               1. any person who is or was a director, officer, employee, of the
COMPANY or any wholly owned subsidiary of the COMPANY, including Guthrie Federal
Savings Bank (collectively, the "Subsidiary"); and

               2.  any  person  who  serves  or  served  at  the   COMPANY's  or
SUBSIDIARY's  request as a director,  officer,  employee,  partner or trustee of
another corporation, partnership, joint venture, trust or other enterprise.

         B. Extent --  Derivative  Suits.  In case of a  threatened,  pending or
completed  action  or suit by or in the  right of the  COMPANY  against a person
named in  paragraph A by reason of his holding a position  named in paragraph A,
the COMPANY shall indemnify him if he satisfies the standard in paragraph C, for
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  with the defense or settlement of the action or suit,  except to the
extent that such individual shall otherwise be indemnified by a SUBSIDIARY.

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

               1. he is successful on the merits or otherwise; or

               2. he acted in good faith in the transaction which is the subject
of the suit or action,  and in a manner he reasonably  believed to be in, or not
opposed to, the best interest of the COMPANY, including, but not limited to, the
taking of any and all actions in connection  with the COMPANY's  response to any
tender  offer or any offer or proposal of another  party to engage in a Business
Combination  (as  defined  at  Article  XIV  of  the  Company's  Certificate  of
Incorporation  ("Certificate")) not approved by the board of directors. However,
he shall not be indemnified in respect of any claim, issue or matter as to which
he has been adjudged  liable to the COMPANY unless (and only to the extent that)
the  Court  of  Chancery  or the  court in which  the  suit  was  brought  shall
determine, upon application, that despite the adjudication but


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in view of all the  circumstances,  he is  fairly  and  reasonably  entitled  to
indemnity for such expenses as the court shall deem proper.

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

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

                  1.  he is successful on the merits or otherwise; or

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

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

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

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

               3. the stockholders of the COMPANY.

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

         H.       Advance Payment.  The COMPANY may pay in advance any  expenses
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs  A-G if the person  receiving  the payment  undertakes  in writing to
repay the same if it is ultimately

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determined  that he is not  entitled to  indemnification  by the  COMPANY  under
paragraphs A-G.

         I.  Nonexclusive.  The  indemnification  and  advancement  of  expenses
provided by paragraphs A-H or otherwise  granted  pursuant to Oklahoma law shall
not be  exclusive  of any other rights to which a person may be entitled by law,
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.

         J. Continuation.  The  indemnification  and advance payment provided by
paragraphs  A-H shall  continue as to a person who has ceased to hold a position
named in paragraph A and shall inure to his heirs, executors and administrators.

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

         L.       Savings Clause.

         1. If Article XVIII of the Certificate or any portion of this Agreement
shall be invalidated on any ground by any court of competent jurisdiction,  then
the COMPANY shall nevertheless indemnify each director,  officer,  employee, and
agent of the COMPANY as to costs,  charges,  and expenses (including  attorneys'
fees),  judgments,  fines,  and amounts paid in  settlement  with respect to any
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative, including an action by or in the right of the COMPANY to the full
extent  permitted by any applicable  portion of Article XVIII of the Certificate
that  shall  not have  been  invalidated  and to the full  extent  permitted  by
applicable law.

         2. If Oklahoma law is amended to permit further  indemnification of the
directors,  officers,  employees  and agents of the COMPANY and its  SUBSIDIARY,
then the COMPANY shall indemnify such persons to the fullest extent permitted by
Oklahoma law, as so amended.  Any repeal or modification of Article XVIII of the
Certificate by the  stockholders  of the COMPANY shall not adversely  affect any
right or protection of a director,  officer,  employee or agent  existing at the
time of such repeal or modification.

         M.       Regulatory Limitations.

         a) Notwithstanding  anything herein to the contrary, no indemnification
shall be made in accordance  with this  Agreement if such action would result in
the COMPANY  being in  violation of a final cease and desist order issued by the
Office of Thrift Supervision or the Federal Deposit Insurance Corporation.

         (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) to the extent
applicable.


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         N.  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.

         O. Headings and Construction.  The headings contained in this Agreement
are inserted for convenience only, and shall not constitute a part hereof.

         P. Binding  Effect.  This  agreement  shall be binding upon all parties
signatory hereto and their respective heirs, legal  representatives,  successors
and assigns.

         Q.  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.

         R. 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.

         S.  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 COMPANY.  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  COMPANY.  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.

         T.  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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