EX-4.2






Exhibit 4.2




	 	 	 	 	 
	NUMBER 

PFD B 1
	 	  
	 	SHARES

**70,000**
	 
	 	INCORPORATED UNDER THE LAWS OF

State of

Oklahoma
	 	

FIXED RATE CUMULATIVE

PERPETUAL PREFERRED STOCK,

SERIES B
	 	 	 	 	 
	SEE LEGENDS ON REVERSE
	 	 	 	See reverse for certain definitions






	 	 	 	 	 	 	 
	This
certifies that:

	 	THE UNITED STATES DEPARTMENT OF THE TREASURY
	 	 	 	 
	 	 	 	 	 	 	 
	is
the owner of


	 	SEVENTY THOUSAND (70,000)
	 	 	 	 





fully paid and nonassessable shares of the Fixed Rate Cumulative Perpetual Preferred Stock, Series B, par value $1.00 per share, of:




SOUTHWEST BANCORP, INC.



(the “Corporation”), transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and shall be held pursuant to the Certificate of Incorporation and Bylaws of the Corporation, each as amended from time to time, to
which the holder hereof assents.



IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its duly authorized officers and its seal to be affixed hereto.



DATED: December __, 2008




	 	 	 	 	 
	 
	 	 
	 	 
	 
	 	Secretary
	 	President
	[SEAL]	 	 	 	 






 









 




The Corporation will furnish, without charge, to each shareholder who so requests, a
full statement of the powers, designations, preferences, and relative, participating,
optional, or other special rights of each class of stock or series thereof and the
qualifications, limitations, or restrictions of the preferences or rights.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF
ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A
REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR
SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES
REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT),
(2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES
REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH
IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES
REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3)
AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS
INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.




     The following abbreviations, when used in the inscription of the face of this
certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEN COM	 	- as tenants in common	 	UNIF GIFT MIN ACT 	 	 	 	 Custodian -	 	 	 	UNIF TRANS MIN ACT 	 	 	 	 Custodian
	 

	 	 	 	 	 
	 	 	 
	 	 
	 	 	 	 
	TEN ENT

	 	- as tenants by the entireties
	 	 	 	(Cust)
	 	 	 	(Minor)
	 	 	 	 	 	(Cust)	 	 
	JT TEN	 	-
as joint tenants with right of ownership and not as tenants in
common
	 	under Uniform Gifts to Minors Act	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(State)	 	 	 	 	 	(Minor)	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	under Uniform Transfers to Minors Act	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	(State)	 	 	 	 	 	 






Additional abbreviations may also be used though not in the above list.




     For
value received,                                          hereby sell, assign and transfer unto



	 	 	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER 

IDENTIFYING NUMBER OF ASSIGNEE

	 	
 


	 	 






	 	 	 
	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

	 
	 	 
	 
	 
	 	 
	 
	 	 
	 
	 
	 	 
	 

	 	Shares
	 
	 	 
	of the Preferred Stock represented by the within Certificate, and do hereby irrevocably constitute
and appoint
	 
	 	 
	 

	 	Attorney
	 


	 	 
	to transfer the said stock on the books of the within named Corporation with full power of
substitution in the premises.






	 	 	 	 	 
	Dated:

	 	 	 	 
	 

	 	 	 	 





	 	 	 
	NOTICE:
	 	 
	 

	 	 
	 

	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS

WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,

WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER
	 
	 	 
	SIGNATURE(S) GUARANTEED:
	 	 
	 

	 	 
	 

	 	THE SIGNATURE (S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS BANKS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C.
RULE 17AD-15.





KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE.