EX-10.1






THE STILLWATER NATIONAL BANK AND TRUST COMPANY

DIRECTORS’ DEFERRED COMPENSATION PLAN

(2007 PLAN AGREEMENT)














Amendment of Directors’ Deferred Compensation Agreement to Comply with Section 409A














AGREEMENT, made this 26th day of December 2007, effective as of January 1, 2007, by and between
James M. Johnson (the “Participant”), and Stillwater National Bank and Trust Company (the “Bank”).



WHEREAS, on December 28, 2006 the Bank and the Participant entered into the Stillwater National
Bank and Trust Company Directors’ Deferred Compensation Plan to provide for deferral of
compensation earned during calendar year 2007 (the “Plan”); and



WHEREAS, in order to obtain deferral of federal income taxation on deferred compensation hereunder,
the Plan must comply with Section 409A of the Internal Revenue Code (“Code”) and regulations and
other guidance thereunder (collectively “§ 409A”); and



WHEREAS, the Internal Revenue Service (“IRS”) has issued final regulations and transition rules
clarifying what is required for compliance with § 409A; and



WHEREAS, the Plan is hereby amended as set forth below in order to comply with § 409A and to
clarify the effect of the December 28, 2006 Plan document; and



WHEREAS, the amendments set forth below do not alter in any respect the elections previously made
in the December 28, 2006 Plan document.



NOW THEREFORE, it is mutually agreed that Sections 1, 2, 4 and 7 are amended, and Section 8 is
added, as set forth below:




	1.	 	Section 1(c) is amended by striking the existing language and substituting in lieu thereof
the following: “The election of the amount of deferred compensation in Section 1(a) is
irrevocable as of January 1, 2007.”






Section 1(e) is amended by adding as flush language after clause (iii) the following:



“With respect to Options I and III, a former director who continues
to serve as an independent contractor after ceasing to serve as a
director may not receive a distribution; in contrast, a former
director who continues as an employee may receive a distribution.”




	2.	 	Section 2 is amended by striking the first paragraph (prior to subparagraph (a)) and
inserting in lieu thereof the following:





“Notwithstanding Section 1(e), the amounts deferred and any
accumulated income on such deferrals shall be distributed on the
earliest of the following events, if any such event occurs before
the event elected in Section 1(e)(i)-(iii): (1) the date, if any,
specified in Section 1(e)(iii), above; (2) the Participant’s
disability, (3) the occurrence of an unforeseeable emergency of the
Participant, and (4) a Change in Control of the Bank or Southwest
Bancorp, Inc, provided that, in the event that on December 31, 2006
the Participant was not only a director but also a Specified
Employee as defined in Section 7 as of the date of separation from
service as a director , then no distribution may be made before (A)
the expiration of six months after the date of separation from
service, or (B) the Participant’s earlier death.”




	3.	 	Section 4 is amended by striking the text in its entirety and substituting in lieu thereof
the following:






	 	 	 	“4. Except for the beneficiary designation made in Section 3 hereof (which may be
revised at any time and from time to time), the elections made herein may be changed
only with respect to the time and form of payment of the amounts deferred during the
term of the Agreement, and only if each of the following requirements is satisfied:






	 	 	 	“(a) the change does not take effect until at least 12 months after
the date the Participant elects the change,






	 	 	 	“(b) the changed payment date must be at least five years after the
date payment would otherwise have been paid (or, in the case of installment
payments treated as a single payment, five years from the date the first amount
was scheduled to be paid), provided, however, that this requirement does not
apply to payment on account of death, disability or unforeseeable emergency;
and






	 	 	 	“(c) with respect to payments under Section 1(e) or 2(a), the change
is made not less than 12 months before the payment is scheduled to be paid (or,
in the case of installment payments treated as a single payment, 12 months
before the date the first amount was scheduled to be paid).”






	4.	 	Section 7 is deleted in its entirety.






	5.	 	The following new Sections 8 and 9 are added:






	 	 	 	“8. Definitions.	 





“Change in control means:




	 	 	 	“(a) the date any entity or person, including a
group as defined in Section 13(d)(iii) of the Securities
Exchange Act of 1934, shall become the beneficial owner of 50
percent or more of the outstanding common shares of the Bank;	 






	 	 	 	“(b) the closing of a transaction (i) to merge or
consolidate either the Bank or Southwest Bancorp, Inc. with or
into another corporation in which the Bank or Southwest
Bancorp, Inc. is not the continuing or surviving corporation or
pursuant to which any common shares of the Bank or Southwest
Bancorp, Inc. would be converted into cash, securities, or
other property of another, other than a merger of the Bank or
Southwest Bancorp, Inc. in which holders of common shares
immediately prior to the merger have the same proportionate
interest of common stock of the surviving corporation
immediately after the merger as immediately before, or (ii) to
sell or otherwise dispose of substantially all of the assets of
the Bank or Southwest Bancorp, Inc.; or	 






	 	 	 	“(c) the date there shall have been change in a
majority of the Board of the Bank within a 12 month period
unless the nomination of each new director was approved by the
vote of two-thirds (2/3) of directors then still in office who
were in office at the beginning of the 12 month period.	 





“The decision of the Committee (defined in Section 9) as to whether
a change in control has occurred shall be conclusive and binding and
shall be a ministerial rather than a discretionary decision.



“Disability: The Participant will be deemed disabled for purposes
of Section 2 if he is determined to be totally disabled by the
Social Security Administration.



“Specified Employee shall mean those employees designated by the
Committee annually as of December 31 as a Specified Employee. The
Committee shall designate as Specified Employees participants in The
Stillwater National Bank and Trust Company Employees Profit Sharing
Plan who are designated as key employees under section 416 of the
Code as of that December 31, plus any other employees not
participating in the Profit Sharing Plan who would be designated as
key employees were they participants in the Profit Sharing Plan.
Any individual so designated who is still employed as of the
following April 1 shall become a Specified Employee from April 1
through the next March 31. If a Change in Control occurs, the
Committee has authority to determine alternative methods for
designating Specified Employees and satisfying the six-month delay
rule, to the extent permitted by Treas. Reg. § 1.409A-1(i).”



“Unforeseeable emergency: An unforeseeable emergency is a severe
hardship to the Participant resulting from an illness or accident of
the Participant, his spouse, beneficiary or dependent (as defined in
Code Section 152 without regard to subsections (b)(1), (b)(2), and
(d)(1)(B) thereof); loss of the Participant’s property due to
casualty (including the need to rebuild a home following damage to a
home not otherwise covered by insurance, for example, not as a
result of a natural disaster); or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the
control of the Participant. Whether the Participant is faced with
an unforeseeable emergency permitting a distribution under Section 2
is to be determined by the Committee (as defined in Section 9) based
on the relevant facts and circumstances of each case, but, in any
case, a distribution on account of unforeseeable emergency may not
be made to the extent that such emergency is or may be relieved
through reimbursement or compensation from insurance or otherwise,
by liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not cause severe hardship, or by
cessation of deferrals under the Plan. Distributions because of an
unforeseeable emergency must be limited to the amount reasonably
necessary to satisfy the emergency need (which may include amounts
necessary to pay any Federal, state, local, or foreign income taxes
or penalties reasonably anticipated to result from the
distribution).




	 	 	 	“9. The Compensation Committee (“Committee”) of the Board of
Directors of the Southwest Bancorp, Inc. (“Board”) shall have
authority to administer the Plan. In the absence at any time of a
duly appointed Committee, the Plan shall be administered by the
Board. Except as limited by the express provisions of the Plan or
by resolutions adopted by the Board, the Committee’s authority
includes the following:	 






	 	(a)	 	authority to delegate Plan administration
functions to employees or other agents of Southwest Bancorp,
Inc. or the Bank or their affiliates or other agents;	 






	 	(b)	 	authority to prescribe, amend and rescind rules
and regulations relating to the Plan;	 






	 	(c)	 	authority to determine eligibility for
benefits, the amount and payment of benefit claims and
resolution of claim disputes	 





In administering the Plan, the Committee has full discretionary
authority to make factual determinations, to construe the terms of
the Plan, to determine compliance with § 409A, and to otherwise
interpret the Plan (including ambiguous provisions), provided that
no Committee member may participate in a decision on his or her
individual claim for benefits under the Plan. The Committee’s
decisions shall be binding, final and conclusive upon all parties.”



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



PARTICIPANT



/s/ James M. Johnson



James M. Johnson



STILLWATER NATIONAL BANK



AND TRUST COMPANY



By /s/Kerby E. Crowell



Kerby E. Crowell, EVP/CFO/Sec.



Printed name and title