##### Table of Contents



FORM 10-K
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Year Ended December 31, 2008
 Commission File Number 0-23064
 SOUTHWEST BANCORP, INC.
  Oklahoma
    
    73-1136584(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)608 South Main Street, Stillwater, Oklahoma
    
    74074(Address of principal executive office)
    
    (Zip Code)
 : (405) 742-1800
  Title of Each Class
    
    Name of Each Exchange on which RegisteredCommon Stock, par value $1.00 per share
    
    The NASDAQ Stock Market
 None
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
    Part III:
    
    Portions of the definitive proxy statement for the Annual Meeting of Shareholders to be held on April 23, 2009 (the Proxy
Statement).




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##### 



SOUTHWEST BANCORP, INC.
  
 IndexForward-Looking Statements
    
    iiForm 10-K Cross Reference Sheet
    
    iiSouthwest Bancorp, Inc.
    
    ivAbout This Report
    
    
    vFive Year Summary of Selected Financial Data
    
    
    1Securities Listing, Prices, and Dividends
    
    
    2Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    5Controls and Procedures
    
    
    27Reports of Independent Registered Public Accounting Firm
    
    
    30Consolidated Financial Statements
    
    
    31Notes to the Consolidated Financial Statements
    
    
    36Other Material Required by Form 10-K
    
    
    69Description of Business
    
    
    69Board of Directors
    
    
    80Executive Officers
    
    
    81Risk Factors
    
    
    87Properties
    
    
    93Exhibits, Financial Statement Schedules
    
    
    95Signatures
    
    
    97EX-10.19: FORM OF OMNIBUS COMPENSATION COMPLIANCE AGREEMENTEX-21: SUBSIDIARIES OF THE REGISTRANTEX-23: CONSENT OF REGISTERED PUBLIC ACCOUNTING FIRMEX-24: POWER OF ATTORNEYEX-31.A: CERTIFICATIONEX-31.B: CERTIFICATIONEX-32.A: CERTIFICATIONEX-32.B: CERTIFICATION
  i




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FORWARD-LOOKING STATEMENTS
 SOUTHWEST BANCORP, INC.
 
 Form 10-K Cross Reference Sheet of Material Incorporated by Reference
  Item of Form 10-K
    
    LocationPart I.Item 1.
    
    Business.
    
    Forward-Looking Statements on page ii,
Southwest Bancorp, Inc. on page iv, About this
Report on page v, and Business on pages 69
through 79.Item 1A.
    
    Risk Factors
    
    Risk Factors on pages 87 through 91.Item 1B.
    
    Unresolved Staff Comments
    
    Not applicable. The registrant did not receive any
comments from the staff of the Securities and
Exchange Commission regarding its periodic or
current reports within the last 180 days of 2008.Item 2.
    
    Properties
    
    Properties on pages 93 and 94.Item 3.
    
    Legal Proceedings
    
    Note 21 Commitments and Contingencies on page 62.Item 4.
    
    Submission of Matters to
a Vote of Security
Holders
    
    Not applicable. No matter was submitted to a vote
of security holders during the fourth quarter of
2008.PART IIItem. 5.
    
    Market for Registrants
Common Equity, Related
Stockholder Matters, and
Issuer Purchases of
Equity Securities
    
    Securities Listing, Prices, and Dividends on
pages 2 through 4.Item 6.
    
    Selected Financial Data
    
    Five Year Summary of Selected Financial Data on
pages 1 and 2.Item 7.
    
    Managements Discussion
and Analysis of
Financial Condition and
Results of Operations
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations on pages 5
through 27.Item 7A.
    
    Quantitative and
Qualitative Disclosures
about Market Risk
    
    The section titled Asset/Liability Management
Quantitative and Qualitative Disclosures about
Market Risk on pages 22 through 24.Item 8.
    
    Financial Statements and
Supplementary Data
    
    Pages 29 through 68
 ii




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Item of Form 10-K

    LocationItem 9.
    
    Changes in and
Disagreements with
Accountants on
Accounting and
Financial Disclosures
    
    Not applicable. During the past two years or
any subsequent period there has been no change
in or reportable disagreement with the
independent registered public accounting firm
for Southwest or any of its subsidiaries.Item 9A.
    
    Controls and Procedures
    
    Controls and Procedures on pages 27 and 28.Item 9B.
    
    Other Information
    
    Not applicable. The registrant reported all
items required to be reported in a Form 8-K
during the fourth quarter of 2008.Part IIIItem 10.
    
    Directors, Executive
Officers and
Corporate Governance
    
    The material labeled Election of Directors on
pages 2 through 6 , Board Meetings and
Committee on pages 6 through 8, Section
16(a) Beneficial Ownership Reporting
Compliance on page 29, Code of Ethics on
page 31, Shareholder Proposals and
Communications on page 32, and Report of the
Audit Committee on page 30 of the Proxy
Statement is incorporated by reference in this
Report.Item 11.
    
    Executive Compensation
    
    The material labeled Director Compensation
on page 10, Executive Compensation on pages
23 through 28, Compensation Discussion and
Analysis on pages 13 through 21, and
Compensation Committee Report on page 22 of
the Proxy Statement is incorporated by
reference in this Report.Item 12.
    
    Security Ownership of
Certain Beneficial
Owners and Management
and Related
Stockholder Matters
    
    The material labeled Common Stock Owned by
Directors and Executive Officers on pages 11
and 12 and Owners of More than 5% of
Southwests Common Stock on page 12 of the
Proxy Statement is incorporated by reference
in this Report. Information regarding
securities authorized for issuance under
equity compensation plans is included under
Equity Compensation Plan Information on page
4 of this report.Item 13.
    
    Certain Relationships
and Related
Transactions and
Director Independence
    
    The material labeled Director Independence
on pages 8 and 9, and Certain Transactions
on page 29 of the Proxy Statement is
incorporated by reference in this Report.Item 14
    
    Principal Accountant
Fees and Services
    
    The material labeled Relationship with
Independent Public Accountants on pages 29
and 30 of the Proxy Statement is incorporated
by reference in this Report.Part IVItem 15.
    
    Exhibits, Financial
Statement Schedules
 iii




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Southwest Bancorp, Inc.
 SNB DirectBanker
       iv




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About This Report
  The SEC has not approved or disapproved this Report or passed upon its accuracy or adequacy.
 v




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FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA
  For the Year Ended December 31,(Dollars in thousands, except per share data)
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Operations DataInterest income
    
    $
    162,794
    
    
    $
    177,068
    
    
    $
    169,760
    
    
    $
    137,344
    
    
    $
    104,723Interest expense
    
    
    73,075
    
    
    
    84,471
    
    
    
    76,808
    
    
    
    52,115
    
    
    
    32,111Net interest income
    
    
    89,719
    
    
    
    92,597
    
    
    
    92,952
    
    
    
    85,229
    
    
    
    72,612Provision for loan losses
    
    
    18,979
    
    
    
    8,947
    
    
    
    12,187
    
    
    
    16,155
    
    
    
    13,166Gain on sales of loans and securities, net (1)
    
    
    3,566
    
    
    
    4,923
    
    
    
    3,689
    
    
    
    4,915
    
    
    
    3,185Noninterest income
    
    
    12,572
    
    
    
    11,510
    
    
    
    12,973
    
    
    
    12,368
    
    
    
    10,765Noninterest expenses (2)
    
    
    62,488
    
    
    
    65,108
    
    
    
    56,021
    
    
    
    51,503
    
    
    
    44,228Income before taxes
    
    
    24,390
    
    
    
    34,975
    
    
    
    41,406
    
    
    
    34,854
    
    
    
    29,168Taxes on income
    
    
    9,489
    
    
    
    13,597
    
    
    
    15,409
    
    
    
    13,840
    
    
    
    10,539Net income
    
    $
    14,901
    
    
    $
    21,378
    
    
    $
    25,997
    
    
    $
    21,014
    
    
    $
    18,629Net income available to common shareholders
    
    $
    14,658
    
    
    $
    21,378
    
    
    $
    25,997
    
    
    $
    21,014
    
    
    $
    18,629DividendsPreferred Stock
    
    $
    243
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Common stock
    
    
    5,519
    
    
    
    5,299
    
    
    
    4,681
    
    
    
    4,035
    
    
    
    3,380Ratio of total dividends to net income
    
    
    38.67
    %
    
    
    24.79
    %
    
    
    18.00
    %
    
    
    19.20
    %
    
    
    18.14
    %Per Share DataBasic earnings per common share
    
    $
    1.01
    
    
    $
    1.49
    
    
    $
    1.84
    
    
    $
    1.60
    
    
    $
    1.54Diluted earnings per common share
    
    
    1.00
    
    
    
    1.46
    
    
    
    1.79
    
    
    
    1.55
    
    
    
    1.48Common stock cash dividends
    
    
    0.38
    
    
    
    0.37
    
    
    
    0.33
    
    
    
    0.30
    
    
    
    0.28Book value per common share (3)
    
    
    16.18
    
    
    
    15.16
    
    
    
    13.87
    
    
    
    12.16
    
    
    
    10.41Weighted average common shares outstanding:Basic
    
    
    14,502,264
    
    
    
    14,313,239
    
    
    
    14,166,634
    
    
    
    13,165,642
    
    
    
    12,060,842Diluted
    
    
    14,659,301
    
    
    
    14,617,713
    
    
    
    14,492,554
    
    
    
    13,563,904
    
    
    
    12,548,059Financial Condition Data (3)Investment securities
    
    $
    264,166
    
    
    $
    256,608
    
    
    $
    270,519
    
    
    $
    268,763
    
    
    $
    220,629Portfolio Loans (4)
    
    
    2,494,506
    
    
    
    2,145,557
    
    
    
    1,602,726
    
    
    
    1,352,433
    
    
    
    1,269,318Loans held for sale (4)
    
    
    56,941
    
    
    
    66,275
    
    
    
    188,464
    
    
    
    383,447
    
    
    
    354,557Total loans (4) (5)
    
    
    2,551,447
    
    
    
    2,211,832
    
    
    
    1,791,190
    
    
    
    1,735,880
    
    
    
    1,623,875Interest-earning assets
    
    
    2,817,496
    
    
    
    2,478,429
    
    
    
    2,079,380
    
    
    
    2,007,248
    
    
    
    1,845,979Total assets
    
    
    2,879,762
    
    
    
    2,564,298
    
    
    
    2,170,628
    
    
    
    2,099,639
    
    
    
    1,913,787Interest-bearing deposits
    
    
    1,918,181
    
    
    
    1,801,512
    
    
    
    1,511,196
    
    
    
    1,433,265
    
    
    
    1,316,320Total deposits
    
    
    2,180,122
    
    
    
    2,058,579
    
    
    
    1,765,611
    
    
    
    1,657,820
    
    
    
    1,500,058Other borrowings
    
    
    295,138
    
    
    
    218,356
    
    
    
    138,094
    
    
    
    204,508
    
    
    
    200,065Subordinated debentures
    
    
    81,963
    
    
    
    46,393
    
    
    
    46,393
    
    
    
    46,393
    
    
    
    72,180Total shareholders equity (6)
    
    
    302,203
    
    
    
    217,609
    
    
    
    197,510
    
    
    
    170,444
    
    
    
    125,984Common shareholders equity
    
    
    235,811
    
    
    
    217,609
    
    
    
    197,510
    
    
    
    170,444
    
    
    
    125,984Mortgage servicing portfolio
    
    
    158,143
    
    
    
    141,680
    
    
    
    135,904
    
    
    
    133,470
    
    
    
    125,353Selected RatiosReturn on average assets
    
    
    0.54
    %
    
    
    0.94
    %
    
    
    1.18
    %
    
    
    1.01
    %
    
    
    1.03
    %Return on average total shareholders equity
    
    
    6.40
    
    
    
    10.19
    
    
    
    13.99
    
    
    
    13.78
    
    
    
    15.80Return on average common equity
    
    
    6.44
    
    
    
    10.19
    
    
    
    13.99
    
    
    
    13.78
    
    
    
    15.80Net interest margin
    
    
    3.36
    
    
    
    4.20
    
    
    
    4.42
    
    
    
    4.30
    
    
    
    4.16Efficiency ratio (7)
    
    
    59.03
    
    
    
    59.72
    
    
    
    51.11
    
    
    
    50.24
    
    
    
    51.09Average assets per employee (8)
    
    $
    6,206
    
    
    $
    4,661
    
    
    $
    5,117
    
    
    $
    5,448
    
    
    $
    5,098
 1




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SELECTED CONSOLIDATED FINANCIAL DATA (CONTINUED)
 At December 31,(Dollars in thousands, except per share data)
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Asset Quality RatiosAllowance for loan losses to total loans (3)
    
    
    1.56
    %
    
    
    1.34
    %
    
    
    1.52
    %
    
    
    1.37
    %
    
    
    1.17
    %Allowance for loan losses to portfolio loans (3)
    
    
    1.59
    
    
    
    1.38
    
    
    
    1.70
    
    
    
    1.76
    
    
    
    1.50Nonperforming loans to portfolio loans (3) (9)
    
    
    2.56
    
    
    
    1.38
    
    
    
    1.83
    
    
    
    1.74
    
    
    
    1.82Allowance for loan losses to nonperforming
loans (3) (9)
    
    
    62.16
    
    
    
    100.04
    
    
    
    92.97
    
    
    
    100.96
    
    
    
    82.00Nonperforming assets to portfolio loans and other
real estate owned (3) (10)
    
    
    2.80
    
    
    
    1.50
    
    
    
    1.95
    
    
    
    2.26
    
    
    
    2.20Net loan charge-offs to average total loans
    
    
    0.36
    
    
    
    0.35
    
    
    
    0.48
    
    
    
    0.65
    
    
    
    0.60Capital RatiosAverage total shareholders equity to average assetsTotal
    
    
    8.49
    
    
    
    9.21
    
    
    
    8.47
    
    
    
    7.34
    
    
    
    6.51Common
    
    
    8.30
    
    
    
    9.21
    
    
    
    8.47
    
    
    
    7.34
    
    
    
    6.51Tier I capital to risk-weighted assets (3) (11)
    
    
    13.01
    
    
    
    9.71
    
    
    
    12.25
    
    
    
    12.95
    
    
    
    10.88Total capital to risk-weighted assets (3) (11)
    
    
    14.26
    
    
    
    10.97
    
    
    
    13.50
    
    
    
    14.21
    
    
    
    13.92Leverage ratio (3) (11)
    
    
    13.06
    
    
    
    10.23
    
    
    
    10.91
    
    
    
    10.24
    
    
    
    8.61
 
 (1)
    
    Gain on sales includes $1.2 million gain due to the redemption of certain VISA USA common
shares in 2008 and a $1.9 million gain on a partial disposition of an equity security in 2007.
Please see Note 15 and 22 to the Consolidated Financial Statements.(2)
    
    Noninterest expenses in 2007 include $3.3 million resulting from the ATM-related
write-off and associated legal fess and $713,000 in litigation and settlement costs
related to VISA, USA. Please see Note 22 to the Consolidated Financial Statements.(3)
    
    At period end.(4)
    
    Net of unearned discounts but before deduction of allowance for loan losses.(5)
    
    Total loans include loans held for sale.(6)
    
    Reflects the common stock offering and repurchases of common shares in 2005 and
issuance of preferred stock in 2008. Please see Capital Resources on page 19 and Note 13 to the Consolidated Financial Statements.(7)
    
    The efficiency ratio = noninterest expenses/(net interest income + total noninterest
income) as shown on the Consolidated Statements of Operations.(8)
    
    Ratio = average assets for year divided by the number of full-time equivalent
employees at year-end.(9)
    
    Nonperforming loans consist of nonaccrual loans, loans contractually past due 90 days
or more and loans with restructured terms.(10)
    
    Nonperforming assets consist of nonperforming loans and other real estate owned.(11)
    
    2008 reflects the effects of capital raised through the sale of securities. Please
see Note 11 and Note 13 to the Consolidated Financial Statements. 
 SECURITIES LISTING, PRICES, AND DIVIDENDS
 Stock Listing
   Transfer Agents and Registrars
 For Southwest Bancorp, Inc.:
    
    For Southwest Capital Trust II:Computershare Investor Services, LLC
    
    U.S. Bank Trust National Association2 North LaSalle St.
    
    300 East Delaware AvenueChicago, IL 60602
    
    Wilmington, DE 19801
 2




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Recent Stock Prices, Dividends, and Equity Compensation Plan Information
       2008
    
    2007Dividend
    
    
    
    
    
    
    
    
    
    DividendHigh
    
    Low
    
    Declared
    
    High
    
    Low
    
    DeclaredFor the Quarter Ending:March 31
    
    $
    18.52
    
    
    $
    14.08
    
    
    $
    0.0950
    
    
    $
    28.63
    
    
    $
    24.26
    
    
    $
    0.0925June 30
    
    
    18.29
    
    
    
    11.49
    
    
    
    0.0950
    
    
    
    27.85
    
    
    
    23.55
    
    
    
    0.0925September 30
    
    
    23.53
    
    
    
    9.83
    
    
    
    0.0950
    
    
    
    25.16
    
    
    
    18.00
    
    
    
    0.0925December 31
    
    
    19.55
    
    
    
    11.16
    
    
    
    0.0950
    
    
    
    21.43
    
    
    
    16.10
    
    
    
    0.0925
 3




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12/31/03
    
    
    12/31/04
    
    
    12/31/05
    
    
    12/31/06
    
    
    12/31/07
    
    
    12/31/08Southwest
    
    
    $
    100
    
    
    
    $
    140
    
    
    
    $
    116
    
    
    
    $
    163
    
    
    
    $
    109
    
    
    
    $
    79NASDAQ Bank Index
    
    
    
    100
    
    
    
    
    114
    
    
    
    
    112
    
    
    
    
    125
    
    
    
    
    99
    
    
    
    
    73NASDAQ Stock Market Index (U.S.)
    
    
    
    100
    
    
    
    
    109
    
    
    
    
    111
    
    
    
    
    122
    
    
    
    
    132
    
    
    
    
    64
  Equity Compensation Plan Information
 Number of securitiesremaining available forNumber of securities to be
    
    Weighted average exercise
    
    future issuance underissued upon exercise of
    
    price of outstanding
    
    equity compensation plansoutstanding options,
    
    options, warrants and
    
    excluding securitieswarrants and rights
    
    rights
    
    reflected in column (a)Plan category
    
    (a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    691,111
    
    $17.10
    
    800,000Equity compensation
plans not approved
by security holders
    
    0
    
    0
    
    0Total
    
    691,111
    
    $17.10
    
    800,000
 4




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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 Overview
  
    
    Net income available to common shareholders for 2008 was $14.7 million, down from $21.4
million in 2007 and from $26.0 million in 2006.
    
    Diluted earnings per common share decreased to $1.00 in 2008, compared to $1.46 in 2007,
and $1.79 in 2006.
    
    Total loans grew to $2.55 billion at December 31, 2008, compared to $2.21 billion at
December 31, 2007, and $1.79 billion at December 31, 2006.
    
    Total shareholders equity at year-end 2008 increased 39% to $302.2 million compared to
$217.6 million for 2007 and $197.5 million for 2006.
    
    Total assets at year-end 2008 increased 12%, ending the year at $2.88 billion compared
to $2.56 billion at year-end 2007, and $2.17 billion at year-end 2006.
    
    Portfolio loans at year-end 2008 increased by $348.9 million, or 16% to $2.49 billion at
December 31, 2008, compared to $2.15 billion at December 31, 2007, and $1.60 billion at
December 31, 2006.
  
    
    An emphasis on prudent lending in carefully selected markets in Texas, Oklahoma, and
Kansas.Our portfolio loans increased by 16% in 2008. Each segment contributed to this
growth. At year-end Texas and Kansas together accounted for over half of portfolio loans.
Southwest has had a traditional focus on commercial real estate loans. We will continue to
make commercial real estate loans, but have determined to reduce our concentration in them
over time in light of economic conditions.
    
    A focus on building capital to support lending and other activities.In early 2008, we
decided to bolster our capital levels through the sale of securities. In July, we
registered and sold $34.5 million of our trust preferred securities in an underwritten
public offering. In November, we applied for approval to participate in the Treasury
Departments voluntary Capital Purchase Program, after determining that its terms were
likely to be more favorable than any market alternative. In December, we sold preferred
securities and a warrant to the Treasury under that program for $70 million dollars. We
currently intent to replace the Capital Purchase Program obligations when market conditions
are more favorable. At December 31, 2008, our capital levels substantially exceed all
regulatory capital requirements and the amounts necessary to qualify as well capitalized
for regulatory purposes. Please see Note 14 to the consolidated financial statements.
 Results of Operations
  5




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6




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Summary of Annual Changes in Selected Consolidated Financial Data
  2008 Change
    
    
    
    
    
    2007 Change
    
    
    
    
    
    2006 Change(Dollars in thousands, except per share data)
    
    2008
    
    From 2007
    
    2007
    
    From 2006
    
    2006
    
    From 2005Operations DataInterest income
    
    $
    162,794
    
    
    $
    (14,274
    )
    
    $
    177,068
    
    
    $
    7,308
    
    
    $
    169,760
    
    
    $
    32,416Interest expense
    
    
    73,075
    
    
    
    (11,396
    )
    
    
    84,471
    
    
    
    7,663
    
    
    
    76,808
    
    
    
    24,693Net interest income
    
    
    89,719
    
    
    
    (2,878
    )
    
    
    92,597
    
    
    
    (355
    )
    
    
    92,952
    
    
    
    7,723Provision for loan losses
    
    
    18,979
    
    
    
    10,032
    
    
    
    8,947
    
    
    
    (3,240
    )
    
    
    12,187
    
    
    
    (3,968
    )Gain on sales of loans and securities
    
    
    3,566
    
    
    
    (1,357
    )
    
    
    4,923
    
    
    
    1,234
    
    
    
    3,689
    
    
    
    (1,226
    )Noninterest income
    
    
    12,572
    
    
    
    1,062
    
    
    
    11,510
    
    
    
    (1,463
    )
    
    
    12,973
    
    
    
    605Noninterest expenses
    
    
    62,488
    
    
    
    (2,620
    )
    
    
    65,108
    
    
    
    9,087
    
    
    
    56,021
    
    
    
    4,518Income before taxes
    
    
    24,390
    
    
    
    (10,585
    )
    
    
    34,975
    
    
    
    (6,431
    )
    
    
    41,406
    
    
    
    6,552Taxes on income
    
    
    9,489
    
    
    
    (4,108
    )
    
    
    13,597
    
    
    
    (1,812
    )
    
    
    15,409
    
    
    
    1,569Net income
    
    $
    14,901
    
    
    $
    (6,477
    )
    
    $
    21,378
    
    
    $
    (4,619
    )
    
    $
    25,997
    
    
    $
    4,983Net income available to common shareholders
    
    $
    14,658
    
    
    $
    (6,720
    )
    
    $
    21,378
    
    
    $
    (4,619
    )
    
    $
    25,997
    
    
    $
    4,983Per Share DataBasic earnings per common share
    
    $
    1.01
    
    
    $
    (0.48
    )
    
    $
    1.49
    
    
    $
    (0.35
    )
    
    $
    1.84
    
    
    $
    0.24Diluted earnings per common share
    
    
    1.00
    
    
    
    (0.46
    )
    
    
    1.46
    
    
    
    (0.33
    )
    
    
    1.79
    
    
    
    0.24Financial Condition Data  AveragesInvestment securities
    
    $
    238,653
    
    
    $
    (38,610
    )
    
    $
    277,263
    
    
    $
    6,241
    
    
    $
    271,022
    
    
    $
    25,351Total loans
    
    
    2,429,129
    
    
    
    506,262
    
    
    
    1,922,867
    
    
    
    91,871
    
    
    
    1,830,996
    
    
    
    96,495Interest-earning assets
    
    
    2,671,636
    
    
    
    466,370
    
    
    
    2,205,266
    
    
    
    99,906
    
    
    
    2,105,360
    
    
    
    121,438Total assets
    
    
    2,742,899
    
    
    
    463,474
    
    
    
    2,279,425
    
    
    
    84,330
    
    
    
    2,195,095
    
    
    
    119,314Interest-bearing deposits
    
    
    1,881,085
    
    
    
    285,719
    
    
    
    1,595,366
    
    
    
    97,233
    
    
    
    1,498,133
    
    
    
    65,120Total deposits
    
    
    2,149,855
    
    
    
    310,030
    
    
    
    1,839,825
    
    
    
    112,012
    
    
    
    1,727,813
    
    
    
    89,302Other borrowings
    
    
    274,106
    
    
    
    112,422
    
    
    
    161,684
    
    
    
    (52,993
    )
    
    
    214,677
    
    
    
    5,574Subordinated debentures
    
    
    64,064
    
    
    
    17,671
    
    
    
    46,393
    
    
    
    
    
    
    
    46,393
    
    
    
    (12,293
    )Total shareholders equity
    
    
    232,831
    
    
    
    22,946
    
    
    
    209,885
    
    
    
    24,068
    
    
    
    185,817
    
    
    
    33,363Selected RatiosReturn on average assets
    
    
    0.54
    %
    
    
    (0.40
    )%
    
    
    0.94
    %
    
    
    (0.24
    )%
    
    
    1.18
    %
    
    
    0.17
    %Return on average total shareholders equity
    
    
    6.40
    
    
    
    (3.79
    )
    
    
    10.19
    
    
    
    (3.80
    )
    
    
    13.99
    
    
    
    0.21Return on average common equity
    
    
    6.44
    
    
    
    (3.75
    )
    
    
    10.19
    
    
    
    (3.80
    )
    
    
    13.99
    
    
    
    0.21Net interest margin
    
    
    3.36
    
    
    
    (0.84
    )
    
    
    4.20
    
    
    
    (0.22
    )
    
    
    4.42
    
    
    
    0.12Asset Quality RatiosAllowance for loan losses to total loans
    
    
    1.56
    %
    
    
    0.22
    %
    
    
    1.34
    %
    
    
    (0.18
    )%
    
    
    1.52
    %
    
    
    0.15
    %Allowance for loan losses to portfolio loans
    
    
    1.59
    
    
    
    0.21
    
    
    
    1.38
    
    
    
    (0.32
    )
    
    
    1.70
    
    
    
    (0.06
    )Nonperforming loans to portfolio loans
    
    
    2.56
    
    
    
    1.18
    
    
    
    1.38
    
    
    
    (0.45
    )
    
    
    1.83
    
    
    
    0.09Allowance for loan losses to nonperforming loans
    
    
    62.16
    
    
    
    (37.88
    )
    
    
    100.04
    
    
    
    7.07
    
    
    
    92.97
    
    
    
    (7.99
    )Nonperforming assets to portfolio loans and
other real estate
    
    
    2.80
    
    
    
    1.30
    
    
    
    1.50
    
    
    
    (0.45
    )
    
    
    1.95
    
    
    
    (0.31
    )Net loan charge-offs to average total loans
    
    
    0.36
    
    
    
    0.01
    
    
    
    0.35
    
    
    
    (0.13
    )
    
    
    0.48
    
    
    
    (0.17
    )
 7




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##### Table of Contents



Net Interest Income
      8




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##### Table of Contents



Consolidated Average Balances, Yields and Rates
 For the Year Ended December 31,(Dollars in thousands)
    
    2008
    
    2007
    
    2006Average
    
    
    
    
    
    Yield/
    
    Average
    
    
    
    
    
    Yield/
    
    Average
    
    
    
    
    
    Yield/Balance
    
    Interest
    
    Rate(1)
    
    Balance
    
    Interest
    
    Rate(1)
    
    Balance
    
    Interest
    
    Rate(1)AssetsTotal loans and leases
    
    $
    2,429,129
    
    
    $
    152,719
    
    
    
    6.29
    %
    
    $
    1,922,867
    
    
    $
    165,759
    
    
    
    8.62
    %
    
    $
    1,830,996
    
    
    $
    158,873
    
    
    
    8.68
    %Investment securities
    
    
    238,653
    
    
    
    9,986
    
    
    
    4.18
    
    
    
    277,263
    
    
    
    11,055
    
    
    
    3.99
    
    
    
    271,022
    
    
    
    10,722
    
    
    
    3.96Other interest-earning assets
    
    
    3,854
    
    
    
    89
    
    
    
    2.31
    
    
    
    5,136
    
    
    
    254
    
    
    
    4.95
    
    
    
    3,342
    
    
    
    165
    
    
    
    4.94Total interest-earning assets
    
    
    2,671,636
    
    
    
    162,794
    
    
    
    6.09
    
    
    
    2,205,266
    
    
    
    177,068
    
    
    
    8.03
    
    
    
    2,105,360
    
    
    
    169,760
    
    
    
    8.06Other assets
    
    
    71,263
    
    
    
    
    
    
    
    
    
    
    
    74,159
    
    
    
    
    
    
    
    
    
    
    
    89,735Total assets
    
    $
    2,742,899
    
    
    
    
    
    
    
    
    
    
    $
    2,279,425
    
    
    
    
    
    
    
    
    
    
    $
    2,195,095Liabilities and
Shareholders EquityInterest-bearing demand deposits
    
    $
    75,950
    
    
    $
    584
    
    
    
    0.77
    %
    
    $
    62,038
    
    
    $
    355
    
    
    
    0.57
    %
    
    $
    56,984
    
    
    $
    282
    
    
    
    0.49
    %Money market accounts
    
    
    538,148
    
    
    
    12,620
    
    
    
    2.35
    
    
    
    449,266
    
    
    
    19,664
    
    
    
    4.38
    
    
    
    384,470
    
    
    
    16,020
    
    
    
    4.17Savings accounts
    
    
    13,930
    
    
    
    69
    
    
    
    0.50
    
    
    
    12,274
    
    
    
    87
    
    
    
    0.71
    
    
    
    9,734
    
    
    
    50
    
    
    
    0.51Time deposits
    
    
    1,253,057
    
    
    
    47,749
    
    
    
    3.81
    
    
    
    1,071,788
    
    
    
    53,033
    
    
    
    4.95
    
    
    
    1,046,945
    
    
    
    46,750
    
    
    
    4.47Total interest-bearing deposits
    
    
    1,881,085
    
    
    
    61,022
    
    
    
    3.24
    
    
    
    1,595,366
    
    
    
    73,139
    
    
    
    4.58
    
    
    
    1,498,133
    
    
    
    63,102
    
    
    
    4.21Other borrowings
    
    
    274,106
    
    
    
    7,242
    
    
    
    2.64
    
    
    
    161,684
    
    
    
    7,555
    
    
    
    4.67
    
    
    
    214,677
    
    
    
    10,023
    
    
    
    4.67Subordinated debentures
    
    
    64,064
    
    
    
    4,811
    
    
    
    7.51
    
    
    
    46,393
    
    
    
    3,777
    
    
    
    8.14
    
    
    
    46,393
    
    
    
    3,683
    
    
    
    7.94Total interest-bearing liabilities
    
    
    2,219,255
    
    
    
    73,075
    
    
    
    3.29
    
    
    
    1,803,443
    
    
    
    84,471
    
    
    
    4.68
    
    
    
    1,759,203
    
    
    
    76,808
    
    
    
    4.37Noninterest-bearing demand deposits
    
    
    268,770
    
    
    
    
    
    
    
    
    
    
    
    244,459
    
    
    
    
    
    
    
    
    
    
    
    229,680Other liabilities
    
    
    22,043
    
    
    
    
    
    
    
    
    
    
    
    21,638
    
    
    
    
    
    
    
    
    
    
    
    20,395Shareholders equity
    
    
    232,831
    
    
    
    
    
    
    
    
    
    
    
    209,885
    
    
    
    
    
    
    
    
    
    
    
    185,817Total liabilities and
shareholders equity
    
    $
    2,742,899
    
    
    
    
    
    
    
    
    
    
    $
    2,279,425
    
    
    
    
    
    
    
    
    
    
    $
    2,195,095Net interest income
    
    
    
    
    
    $
    89,719
    
    
    
    
    
    
    
    
    
    
    $
    92,597
    
    
    
    
    
    
    
    
    
    
    $
    92,952Interest rate spread
    
    
    
    
    
    
    
    
    
    
    2.80
    %
    
    
    
    
    
    
    
    
    
    
    3.35
    %
    
    
    
    
    
    
    
    
    
    
    3.69
    %Net interest margin (2)
    
    
    
    
    
    
    
    
    
    
    3.36
    %
    
    
    
    
    
    
    
    
    
    
    4.20
    %
    
    
    
    
    
    
    
    
    
    
    4.42
    %Ratio of average interest-
earning assets to average
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    120.38
    %
    
    
    
    
    
    
    
    
    
    
    122.28
    %
    
    
    
    
    
    
    
    
    
    
    119.68
    %
 
 (1)
    
    Yields, interest rate spreads, and net interest margins are calculated using income recorded
in accordance with accounting principles generally accepted in the United States (GAAP), and
are not shown on the higher, non-GAAP tax-equivalent basis.(2)
    
    Net interest margin = net interest income / total average interest-earning assets. 9




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##### Table of Contents



Effect of Volume and Rate Changes on Net Interest Income
 2008 vs. 2007
    
    2007 vs. 2006Increase
    
    Due to Change
    
    Increase
    
    Due to ChangeOr
    
    In Average:
    
    Or
    
    In Average:(Dollars in thousands)
    
    (Decrease)
    
    Volume
    
    Rate
    
    (Decrease)
    
    Volume
    
    RateInterest earned on:Loans receivable (1)
    
    $
    (13,040
    )
    
    $
    37,817
    
    
    $
    (50,857
    )
    
    $
    6,886
    
    
    $
    7,926
    
    
    $
    (1,040
    )Investment securities
    
    
    (1,069
    )
    
    
    (1,596
    )
    
    
    527
    
    
    
    333
    
    
    
    248
    
    
    
    85Other interest-earning assets
    
    
    (165
    )
    
    
    (53
    )
    
    
    (112
    )
    
    
    89
    
    
    
    89
    
    
    
    Total interest income
    
    
    (14,274
    )
    
    
    33,228
    
    
    
    (47,502
    )
    
    
    7,308
    
    
    
    8,025
    
    
    
    (717
    )Interest paid on:Interest-bearing demand
    
    
    229
    
    
    
    90
    
    
    
    139
    
    
    
    73
    
    
    
    26
    
    
    
    47Money market accounts
    
    
    (7,044
    )
    
    
    3,351
    
    
    
    (10,395
    )
    
    
    3,644
    
    
    
    2,805
    
    
    
    839Savings accounts
    
    
    (18
    )
    
    
    11
    
    
    
    (29
    )
    
    
    37
    
    
    
    15
    
    
    
    22Time deposits
    
    
    (5,284
    )
    
    
    8,095
    
    
    
    (13,379
    )
    
    
    6,283
    
    
    
    1,088
    
    
    
    5,195Other borrowings
    
    
    (313
    )
    
    
    3,848
    
    
    
    (4,161
    )
    
    
    (2,468
    )
    
    
    (2,476
    )
    
    
    8Subordinated debentures
    
    
    1,034
    
    
    
    1,346
    
    
    
    (312
    )
    
    
    94
    
    
    
    
    
    
    
    94Total interest expense
    
    
    (11,396
    )
    
    
    16,948
    
    
    
    (28,344
    )
    
    
    7,663
    
    
    
    1,968
    
    
    
    5,695Net interest income
    
    $
    (2,878
    )
    
    $
    16,280
    
    
    $
    (19,158
    )
    
    $
    (355
    )
    
    $
    6,057
    
    
    $
    (6,412
    )
 
 (1)
    
    Average balances include nonaccrual loans. Fees included in interest income on loans receivable are not considered material.Interest on tax-exempt loans and securities is not shown on a tax-equivalent basis because it is not considered material.Changes in rate-volume (changes in rate multiplied by changes in volume) are allocated between changes in rate and changesin volume in proportion to the relative contribution of each.  At December 31,(Dollars in thousands)
    
    2008
    
    2007
    
    2006Change due to:Volume
    
    $
    16,280
    
    
    $
    6,057
    
    
    $
    6,936Rate
    
    
    (19,158
    )
    
    
    (6,412
    )
    
    
    787Total
    
    $
    (2,878
    )
    
    $
    (355
    )
    
    $
    7,723
    10




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##### Table of Contents



Provision and Allowance for Loan Losses
        11




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##### Table of Contents



Allowance for Loan and Lease Losses
 At December 31,(Dollars in thousands)
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Real estate mortgage -
Commercial
    
    $
    13,200
    
    
    
    44
    %
    
    $
    10,126
    
    
    
    34
    %
    
    $
    9,641
    
    
    
    34
    %
    
    $
    8,186
    
    
    
    32
    %
    
    $
    6,430
    
    
    
    32
    %One to four family
residential
    
    
    1,332
    
    
    
    4
    
    
    
    693
    
    
    
    5
    
    
    
    492
    
    
    
    5
    
    
    
    584
    
    
    
    5
    
    
    
    724
    
    
    
    5Real estate construction
    
    
    12,795
    
    
    
    26
    
    
    
    5,649
    
    
    
    33
    
    
    
    1,790
    
    
    
    25
    
    
    
    1,547
    
    
    
    17
    
    
    
    1,008
    
    
    
    15Commercial
    
    
    11,401
    
    
    
    22
    
    
    
    10,369
    
    
    
    23
    
    
    
    12,321
    
    
    
    24
    
    
    
    10,922
    
    
    
    22
    
    
    
    6,898
    
    
    
    24Installment and consumer -
Guaranteed student loans
    
    
    
    
    
    
    2
    
    
    
    31
    
    
    
    3
    
    
    
    90
    
    
    
    10
    
    
    
    189
    
    
    
    22
    
    
    
    175
    
    
    
    22Other
    
    
    1,045
    
    
    
    2
    
    
    
    804
    
    
    
    2
    
    
    
    536
    
    
    
    2
    
    
    
    311
    
    
    
    2
    
    
    
    648
    
    
    
    2Unallocated*
    
    
    
    
    
    
    
    
    
    
    1,912
    
    
    
    
    
    
    
    2,423
    
    
    
    
    
    
    
    2,073
    
    
    
    
    
    
    
    3,108
    
    
    
    Total
    
    $
    39,773
    
    
    
    100
    %
    
    $
    29,584
    
    
    
    100
    %
    
    $
    27,293
    
    
    
    100
    %
    
    $
    23,812
    
    
    
    100
    %
    
    $
    18,991
    
    
    
    100
    %
 
 *
    
    Under current methodology, allowance is allocated among respective loan types.  Analysis of Loans and Leases
 For the Year Ended December 31,(Dollars in thousands)
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Balance at beginning of period
    
    $
    29,584
    
    
    $
    27,293
    
    
    $
    23,812
    
    
    $
    18,991
    
    
    $
    15,009Loans charged-off:Real estate mortgage
    
    
    2,125
    
    
    
    1,877
    
    
    
    708
    
    
    
    2,872
    
    
    
    812Real estate construction
    
    
    2,209
    
    
    
    129
    
    
    
    445
    
    
    
    155
    
    
    
    275Commercial
    
    
    4,552
    
    
    
    4,663
    
    
    
    7,606
    
    
    
    8,639
    
    
    
    8,443Installment and consumer
    
    
    1,056
    
    
    
    696
    
    
    
    788
    
    
    
    724
    
    
    
    802Total charge-offs
    
    
    9,942
    
    
    
    7,365
    
    
    
    9,547
    
    
    
    12,390
    
    
    
    10,332Recoveries:Real estate mortgage
    
    
    57
    
    
    
    32
    
    
    
    414
    
    
    
    186
    
    
    
    151Real estate construction
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    Commercial
    
    
    962
    
    
    
    606
    
    
    
    403
    
    
    
    706
    
    
    
    907Installment and consumer
    
    
    131
    
    
    
    71
    
    
    
    24
    
    
    
    163
    
    
    
    90Total recoveries
    
    
    1,152
    
    
    
    709
    
    
    
    841
    
    
    
    1,056
    
    
    
    1,148Net loans charged-off
    
    
    8,790
    
    
    
    6,656
    
    
    
    8,706
    
    
    
    11,334
    
    
    
    9,184Provision for loan losses
    
    
    18,979
    
    
    
    8,947
    
    
    
    12,187
    
    
    
    16,155
    
    
    
    13,166Balance at end of period
    
    $
    39,773
    
    
    $
    29,584
    
    
    $
    27,293
    
    
    $
    23,812
    
    
    $
    18,991Ratio of allowance for loan
losses to portfolio loans at
end of period
    
    
    1.59
    %
    
    
    1.38
    %
    
    
    1.70
    %
    
    
    1.76
    %
    
    
    1.50
    %Ratio of net charge-offs to
average total loans during
the period
    
    
    0.36
    %
    
    
    0.35
    %
    
    
    0.48
    %
    
    
    0.65
    %
    
    
    0.60
    %
 12




---



##### Table of Contents



Nonperforming Assets
 At December 31,(Dollars in thousands)
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Total nonaccrual
    
    $
    59,310
    
    
    $
    19,534
    
    
    $
    26,735
    
    
    $
    22,099
    
    
    $
    22,230Total past due 90 days or more
    
    
    4,673
    
    
    
    10,037
    
    
    
    2,622
    
    
    
    1,486
    
    
    
    929Total nonperforming loans
    
    
    63,983
    
    
    
    29,571
    
    
    
    29,357
    
    
    
    23,585
    
    
    
    23,159Other real estate owned
    
    
    6,092
    
    
    
    2,679
    
    
    
    1,873
    
    
    
    7,130
    
    
    
    4,937Total nonperforming assets
    
    $
    70,075
    
    
    $
    32,250
    
    
    $
    31,230
    
    
    $
    30,715
    
    
    $
    28,096Nonperforming assets to portfolio loans and
other real estate owned
    
    
    2.80
    %
    
    
    1.50
    %
    
    
    1.95
    %
    
    
    2.26
    %
    
    
    2.20
    %Nonperforming loans to portfolio loans
    
    
    2.56
    %
    
    
    1.38
    %
    
    
    1.83
    %
    
    
    1.74
    %
    
    
    1.82
    %Allowance for loan losses to
nonperforming loans
    
    
    62.16
    %
    
    
    100.04
    %
    
    
    92.97
    %
    
    
    100.96
    %
    
    
    82.00
    %Government-guaranteed portion of
nonperforming loans
    
    $
    1,072
    
    
    $
    1,337
    
    
    $
    1,629
    
    
    $
    1,602
    
    
    $
    1,458
   Noninterest Income
  COMPARISON SUMMARY-NONINTEREST INCOME
 2008 Change
    
    
    
    
    
    2007 Change(Dollars in thousands)
    
    2008
    
    From 2007
    
    2007
    
    From 2006
    
    2006Service charges and fees
    
    $
    11,026
    
    
    $
    1,106
    
    
    $
    9,920
    
    
    $
    (1,572
    )
    
    $
    11,492Other noninterest income
    
    
    1,546
    
    
    
    (44
    )
    
    
    1,590
    
    
    
    109
    
    
    
    1,481Gain on sales of loans
    
    
    2,664
    
    
    
    (675
    )
    
    
    3,339
    
    
    
    (99
    )
    
    
    3,438Gain on sales of investment
securities
    
    
    902
    
    
    
    (682
    )
    
    
    1,584
    
    
    
    1,333
    
    
    
    251Total noninterest income
    
    $
    16,138
    
    
    $
    (295
    )
    
    $
    16,433
    
    
    $
    (229
    )
    
    $
    16,662
  13




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##### Table of Contents



Noninterest expense
  COMPARISON SUMMARY-NONINTEREST EXPENSE
 2008 Change
    
    
    
    
    
    2007 Change(Dollars in thousands)
    
    2008
    
    From 2007
    
    2007
    
    From 2006
    
    2006Salaries and employee benefits
    
    $
    33,330
    
    
    $
    (1,957
    )
    
    $
    35,287
    
    
    $
    4,390
    
    
    $
    30,897Occupancy
    
    
    10,872
    
    
    
    1,027
    
    
    
    9,845
    
    
    
    (345
    )
    
    
    10,190FDIC and other insurance
    
    
    2,088
    
    
    
    1,466
    
    
    
    622
    
    
    
    111
    
    
    
    511Other real estate, net
    
    
    146
    
    
    
    204
    
    
    
    (58
    )
    
    
    (344
    )
    
    
    286Provision for unfunded loan
commitments
    
    
    635
    
    
    
    (494
    )
    
    
    1,129
    
    
    
    1,091
    
    
    
    38Other general and administrative
    
    
    15,417
    
    
    
    (2,866
    )
    
    
    18,283
    
    
    
    4,184
    
    
    
    14,099Total noninterest expense
    
    $
    62,488
    
    
    $
    (2,620
    )
    
    $
    65,108
    
    
    $
    9,087
    
    
    $
    56,021
       14




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##### Table of Contents



Operating Segments
 CONTRIBUTION OF OPERATING SEGMENTS
    
    FOR THE YEAR ENDED DECEMBER 31,(Dollars in thousands)
    
    2008
    
    2007
    
    2006Oklahoma banking
    
    $
    12,505
    
    
    $
    15,937
    
    
    $
    13,669Texas banking
    
    
    7,551
    
    
    
    6,550
    
    
    
    4,787Kansas banking
    
    
    (1,122
    )
    
    
    859
    
    
    
    501Other states banking
    
    
    2,756
    
    
    
    2,163
    
    
    
    3,114Secondary market
    
    
    (144
    )
    
    
    1,097
    
    
    
    5,782Other operations
    
    
    (6,645
    )
    
    
    (5,228
    )
    
    
    (1,856
    )Consolidated net income
    
    $
    14,901
    
    
    $
    21,378
    
    
    $
    25,997Oklahoma banking
    
    $
    966,243
    
    
    $
    876,085
    
    
    $
    790,347Texas banking
    
    
    947,603
    
    
    
    759,389
    
    
    
    446,749Kansas banking
    
    
    304,855
    
    
    
    282,846
    
    
    
    190,983Other states banking
    
    
    275,805
    
    
    
    227,237
    
    
    
    174,647Secondary market
    
    
    56,941
    
    
    
    66,275
    
    
    
    188,464Consolidated total loans
    
    $
    2,551,447
    
    
    $
    2,211,832
    
    
    $
    1,791,190Oklahoma banking
    
    $
    984,298
    
    
    $
    883,156
    
    
    $
    793,593Texas banking
    
    
    945,907
    
    
    
    759,837
    
    
    
    449,898Kansas banking
    
    
    310,503
    
    
    
    294,927
    
    
    
    192,020Other states banking
    
    
    272,599
    
    
    
    230,109
    
    
    
    177,649Secondary market
    
    
    61,149
    
    
    
    71,843
    
    
    
    201,131Other operations
    
    
    305,306
    
    
    
    324,426
    
    
    
    356,337Consolidated total assets
    
    $
    2,879,762
    
    
    $
    2,564,298
    
    
    $
    2,170,628Oklahoma banking
    
    $
    1,394,008
    
    
    $
    1,278,954
    
    
    $
    1,161,549Texas banking
    
    
    133,745
    
    
    
    127,053
    
    
    
    102,909Kansas banking
    
    
    146,182
    
    
    
    120,754
    
    
    
    57,694Secondary market
    
    
    1,550
    
    
    
    1,346
    
    
    
    763Other operations
    
    
    504,637
    
    
    
    530,472
    
    
    
    442,696Consolidated total deposits
    
    $
    2,180,122
    
    
    $
    2,058,579
    
    
    $
    1,765,611
     15




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##### Table of Contents



16




---



##### Table of Contents



Taxes on Income
  Financial Condition
    Analysis of Securities
 At December 31,(Dollars in thousands)
    
    2008
    
    
    2007
    
    
    2006U.S. Government obligations
    
    $
    999
    
    
    $
    1,000
    
    
    $
    993Federal agency securities
    
    
    79,197
    
    
    
    189,127
    
    
    
    221,391Obligations of states and political subdivisions
    
    
    10,098
    
    
    
    9,171
    
    
    
    2,854Mortgage-backed securities
    
    
    154,013
    
    
    
    38,347
    
    
    
    24,453Other investments
    
    
    19,859
    
    
    
    18,963
    
    
    
    20,828Total investment securities
    
    $
    264,166
    
    
    $
    256,608
    
    
    $
    270,519Available for sale (fair value)
    
    $
    238,037
    
    
    $
    233,531
    
    
    $
    252,321Held to maturity (amortized cost)
    
    
    7,343
    
    
    
    5,838
    
    
    
    1,630Other investments (cost)
    
    
    18,786
    
    
    
    17,239
    
    
    
    16,568Total investment securities
    
    $
    264,166
    
    
    $
    256,608
    
    
    $
    270,519
  17




---



##### Table of Contents



Maturity Table for Investment Securities
 After One
    
    
    After FiveOne Year
    
    
    Year through
    
    
    Years through
    
    
    After
    
    
    Total Investmentor Less
    
    
    Five Years
    
    
    Ten Years
    
    
    Ten Years
    
    
    
    
    
    
    Securities(Dollars in thousands)
    
    Cost
    
    
    Yield
    
    
    Cost
    
    
    Yield
    
    
    Cost
    
    
    Yield
    
    
    Cost
    
    
    Yield
    
    
    Cost
    
    
    Market
    
    
    YieldHeld to Maturity:Obligations of states and
political subdivisions
    
    $
    673
    
    
    
    3.57
    %
    
    $
    6,670
    
    
    
    3.29
    %
    
    $
    
    
    
    
    
    %
    
    $
    
    
    
    
    
    %
    
    $
    7,343
    
    
    $
    7,293
    
    
    
    3.32
    %Total
    
    $
    673
    
    
    
    3.57
    %
    
    $
    6,670
    
    
    
    3.29
    %
    
    $
    
    
    
    
    
    %
    
    $
    
    
    
    
    
    %
    
    $
    7,343
    
    
    $
    7,293
    
    
    
    3.32
    %Note: Average yield for investments held for sale is based on amortized costAvailable for Sale:U.S. government obligations
    
    $
    986
    
    
    
    2.16
    %
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    986
    
    
    $
    999
    
    
    
    2.16
    %Federal agency securities
    
    
    6,704
    
    
    
    4.72
    %
    
    
    58,220
    
    
    
    3.83
    %
    
    
    12,619
    
    
    
    4.61
    %
    
    
    
    
    
    
    
    %
    
    
    77,543
    
    
    
    79,197
    
    
    
    4.03
    %Obligations of states and
political subdivisions
    
    
    2,026
    
    
    
    3.35
    %
    
    
    710
    
    
    
    4.01
    %
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %
    
    
    2,736
    
    
    
    2,755
    
    
    
    3.52
    %Mortgage-backed securities
    
    
    43,109
    
    
    
    5.21
    %
    
    
    100,366
    
    
    
    4.76
    %
    
    
    6,003
    
    
    
    5.01
    %
    
    
    1,652
    
    
    
    4.21
    %
    
    
    151,130
    
    
    
    154,013
    
    
    
    4.89
    %Other securities
    
    
    
    
    
    
    
    %
    
    
    19,684
    
    
    
    
    %
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %
    
    
    19,684
    
    
    
    19,859
    
    
    
    0.00
    %Total
    
    $
    52,825
    
    
    
    5.02
    %
    
    $
    178,980
    
    
    
    3.93
    %
    
    $
    18,622
    
    
    
    4.74
    %
    
    $
    1,652
    
    
    
    4.21
    %
    
    $
    252,079
    
    
    $
    256,823
    
    
    
    4.22
    %Total
    
    $
    53,498
    
    
    
    
    
    
    $
    185,650
    
    
    
    
    
    
    $
    18,622
    
    
    
    
    
    
    $
    1,652
    
    
    
    
    
    
    $
    259,422
    
    
    $
    264,116
   18




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##### Table of Contents



Trends in the Composition of the Loan Portfolio
 At December 31,(Dollars in thousands)
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Real estate mortgage -
Commercial
    
    $
    1,118,828
    
    
    $
    750,047
    
    
    $
    609,271
    
    
    $
    563,074
    
    
    $
    523,358One to four family residential
    
    
    113,665
    
    
    
    111,085
    
    
    
    91,441
    
    
    
    93,478
    
    
    
    87,858Real estate construction -
Commercial
    
    
    579,795
    
    
    
    643,656
    
    
    
    384,072
    
    
    
    258,275
    
    
    
    212,996One to four family residential
    
    
    79,565
    
    
    
    81,273
    
    
    
    69,678
    
    
    
    41,069
    
    
    
    35,282Commercial
    
    
    564,670
    
    
    
    521,501
    
    
    
    424,189
    
    
    
    374,101
    
    
    
    390,272Installment and consumer -
Guaranteed student loans
    
    
    54,057
    
    
    
    61,555
    
    
    
    181,458
    
    
    
    377,110
    
    
    
    348,970Other
    
    
    40,867
    
    
    
    42,715
    
    
    
    31,081
    
    
    
    28,773
    
    
    
    25,1392,551,447
    
    
    
    2,211,832
    
    
    
    1,791,190
    
    
    
    1,735,880
    
    
    
    1,623,875Less: Allowance for loan losses
    
    
    (39,773
    )
    
    
    (29,584
    )
    
    
    (27,293
    )
    
    
    (23,812
    )
    
    
    (18,991
    )Total loans, net
    
    $
    2,511,674
    
    
    $
    2,182,248
    
    
    $
    1,763,897
    
    
    $
    1,712,068
    
    
    $
    1,604,884
  Capital Resources
   Accounting for Uncertainty in Income Taxes
 19




---



##### Table of Contents



Liquidity
   (Dollars in thousands)
    
    AmountThree months or less(1)
    
    $
    66,060Over three through six months(1)
    
    
    215,195Over six through 12 months(1)
    
    
    396,156Over 12 months
    
    
    124,833Total
    
    $
    802,244
 
 (1)
    
    The amount of certificates of deposit of $100,000 and more that mature within 12 months is
$677.4 million. 20




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##### Table of Contents



Percentage of Total Average AssetsSources and uses of funds
    
    2008
    
    2007
    
    2006Sources of Funds:Deposits:Noninterest-bearing demand
    
    
    9.80
    %
    
    
    10.72
    %
    
    
    10.46
    %Interest-bearing demand and money market accounts
    
    
    22.39
    
    
    
    22.43
    
    
    
    20.11Time and savings deposits
    
    
    46.19
    
    
    
    47.56
    
    
    
    48.14Other borrowings
    
    
    9.99
    
    
    
    7.09
    
    
    
    9.78Subordinated debentures
    
    
    2.34
    
    
    
    2.04
    
    
    
    2.11Other liabilities
    
    
    0.80
    
    
    
    0.95
    
    
    
    0.93Equity capital
    
    
    8.49
    
    
    
    9.21
    
    
    
    8.47Total
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %Uses of Funds:Loans
    
    
    88.56
    %
    
    
    84.36
    %
    
    
    83.41
    %Investment securities
    
    
    8.70
    
    
    
    12.15
    
    
    
    12.32Other interest-earning assets
    
    
    0.14
    
    
    
    0.22
    
    
    
    0.15Noninterest-earning assets
    
    
    2.60
    
    
    
    3.27
    
    
    
    4.12Total
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %
   21




---



##### Table of Contents



Asset/Liability Management and Quantitative and Qualitative Disclosures about Market Risk
    22




---



##### Table of Contents



0 to 3
    
    4 to 12
    
    Over 1 to
    
    Over(Dollars in thousands)
    
    Months
    
    Months
    
    5 Years
    
    5 Years
    
    TotalRate-sensitive assets:Total loans
    
    $
    1,280,971
    
    
    $
    287,077
    
    
    $
    714,671
    
    
    $
    268,728
    
    
    $
    2,551,447Investment securities
    
    
    20,133
    
    
    
    10,280
    
    
    
    69,751
    
    
    
    164,002
    
    
    
    264,166Due from banks
    
    
    1,883
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,883Total
    
    
    1,302,987
    
    
    
    297,357
    
    
    
    784,422
    
    
    
    432,730
    
    
    
    2,817,496Rate-sensitive liabilities:Money market deposit accounts
    
    
    454,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    454,250Time deposits
    
    
    510,068
    
    
    
    773,108
    
    
    
    90,590
    
    
    
    4
    
    
    
    1,373,770Savings accounts
    
    
    14,135
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,135Interest-bearing demand
    
    
    76,027
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,027Other borrowings
    
    
    143,638
    
    
    
    105,000
    
    
    
    21,500
    
    
    
    25,000
    
    
    
    295,138Subordinated debentures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81,963
    
    
    
    81,963Total
    
    
    1,198,118
    
    
    
    878,108
    
    
    
    112,090
    
    
    
    106,967
    
    
    
    2,295,283Interest sensitivity gap
    
    $
    104,869
    
    
    $
    (580,751
    )
    
    $
    672,332
    
    
    $
    325,763
    
    
    $
    522,213Cumulative interest sensitivity gap
    
    $
    104,869
    
    
    $
    (475,882
    )
    
    $
    196,450
    
    
    $
    522,213
    
    
    $
    522,213Percentage of rate-sensitive assets
to rate-sensitive liabilities
    
    
    108.75
    %
    
    
    33.86
    %
    
    
    699.81
    %
    
    
    404.55
    %
    
    
    122.75
    %Percentage of cumulative gap to
total assets
    
    
    3.64
    %
    
    
    (16.53
    )%
    
    
    6.82
    %
    
    
    18.13
    %
    
    
    18.13
    %
     23




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##### Table of Contents



Estimated Changes in Net Interest Income
 Changes in Interest Rates:
    
    +300 bp
    
    +200 bp
    
    +100 bpPolicy Limit
    
    
    (18.00
    )%
    
    
    (10.00
    )%
    
    
    (5.00
    )%December 31, 2008
    
    
    (2.26
    )%
    
    
    (4.08
    )%
    
    
    (3.81
    )%December 31, 2007
    
    
    + 9.59
    %
    
    
    + 3.87
    %
    
    
    + 2.10
    %
   Estimated Changes in Economic Value of Equity (EVE)
 Changes in Interest Rates:
    
    +300 bp
    
    +200 bp
    
    +100 bpPolicy Limit
    
    
    (35.00
    )%
    
    
    (20.00
    )%
    
    
    (10.00
    )%December 31, 2008
    
    
    (8.48
    )%
    
    
    (4.03
    )%
    
    
    (0.82
    )%December 31, 2007
    
    
    (9.68
    )%
    
    
    (4.31
    )%
    
    
    (0.57
    )%
  Off-Balance Sheet Arrangements
  Consolidation of Variable Interest Entities.
 24




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##### Table of Contents



Effects of Inflation
  Contractual Obligations
  Payments due by periodLess than
    
    1-3
    
    3-5
    
    Over(Dollars in thousands)
    
    1 Year
    
    Years
    
    Years
    
    5 Years
    
    TotalDeposits without stated maturity:(1)Noninterest bearing
    
    $
    261,940
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    261,940Interest bearing
    
    
    544,412
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    544,412Time deposits(2)
    
    
    1,303,018
    
    
    
    87,247
    
    
    
    8,567
    
    
    
    5
    
    
    
    1,398,837Other borrowings(2)
    
    
    237,652
    
    
    
    40,061
    
    
    
    1,711
    
    
    
    28,284
    
    
    
    307,708Subordinated debentures(2)
    
    
    2,919
    
    
    
    5,838
    
    
    
    5,838
    
    
    
    103,806
    
    
    
    118,401Operating leases
    
    
    2,716
    
    
    
    3,603
    
    
    
    848
    
    
    
    503
    
    
    
    7,670Total
    
    $
    2,352,657
    
    
    $
    136,749
    
    
    $
    16,964
    
    
    $
    132,598
    
    
    $
    2,638,968
 
 (1)
    
    Excludes interest.(2)
    
    Includes interest. Interest on variable rate obligations is shown at
rates in effect at December 31, 2008. The contractual
amounts to be paid on variable rate obligations are affected by changes
in market interest rates. Future changes in market
interest rates could materially affect the contractual amounts to be paid. Accounting for
Uncertainty in Income Taxes
   Critical Accounting Policies
  25




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##### Table of Contents



Allowance for Loan Losses Accounting for Contingencies Accounting by Creditors for Impairment of a Loan
   Reserve for Unfunded Loan Commitments -
 Stock Compensation Share Based Payment
 Investment Securities
 26




---



##### Table of Contents



Fair Value Measurements
 Goodwill and Intangible Assets
 Non-GAAP Financial Measures
  
 Controls and Procedures
 Disclosure Controls and Procedures
  27




---



##### Table of Contents



Internal Control over Financial Reporting
   Fourth Quarter 2008 Changes in Internal Control over Financial Reporting
  28




---



##### Table of Contents



Report on Effectiveness of Internal Control over Financial Reporting
        
 29




---



##### Table of Contents



Reports of Independent Registered Public Accounting Firm
 Report on Consolidated Financial Statements
     Share-Based Payment Accounting for Uncertainty
in Income Taxes
  
 30




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##### Table of Contents



SOUTHWEST BANCORP, INC.
 
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 AT DECEMBER 31,(Dollars in thousands)
    
    2008
    
    2007AssetsCash and due from banks
    
    $
    27,287
    
    
    $
    45,678Investment securities:Held to maturity, fair value $7,293 (2008) and $5,838 (2007)
    
    
    7,343
    
    
    
    5,838Available for sale, amortized cost $233,293 (2008) and $232,880 (2007)
    
    
    238,037
    
    
    
    233,531Other investments at cost
    
    
    18,786
    
    
    
    17,239Loans held for sale
    
    
    56,941
    
    
    
    66,275Loans receivable
    
    
    2,494,506
    
    
    
    2,145,557Less: Allowance for loan losses
    
    
    (39,773
    )
    
    
    (29,584
    )Net loans receivable
    
    
    2,454,733
    
    
    
    2,115,973Accrued interest receivable
    
    
    11,512
    
    
    
    23,117Premises and equipment, net
    
    
    24,580
    
    
    
    24,323Other real estate
    
    
    6,092
    
    
    
    2,679Goodwill
    
    
    7,071
    
    
    
    7,064Other intangible assets, net
    
    
    3,764
    
    
    
    4,580Other assets
    
    
    23,616
    
    
    
    18,001Total assets
    
    $
    2,879,762
    
    
    $
    2,564,298Liabilities and shareholders equityDeposits:Noninterest-bearing demand
    
    $
    261,940
    
    
    $
    257,067Interest-bearing demand
    
    
    76,027
    
    
    
    63,323Money market accounts
    
    
    454,250
    
    
    
    541,950Savings accounts
    
    
    14,135
    
    
    
    13,032Time deposits of $100,000 or more
    
    
    802,244
    
    
    
    690,985Other time deposits
    
    
    571,526
    
    
    
    492,222Total deposits
    
    
    2,180,122
    
    
    
    2,058,579Accrued interest payable
    
    
    7,018
    
    
    
    11,441Income tax payable
    
    
    3,651
    
    
    
    1,766Other liabilities
    
    
    9,667
    
    
    
    10,154Other borrowings
    
    
    295,138
    
    
    
    218,356Subordinated debentures
    
    
    81,963
    
    
    
    46,393Total liabilities
    
    
    2,577,559
    
    
    
    2,346,689Shareholders equity:Preferred stock, Series B  $1 par value; 70,000 shares
outstanding; 1,250,000 share authorized
    
    
    66,392
    
    
    
    Common stock  $1 par value; 20,000,000 shares authorized;
14,658,042 shares issued and outstanding
    
    
    14,658
    
    
    
    14,658Paid in capital
    
    
    49,101
    
    
    
    46,478Retained earnings
    
    
    170,579
    
    
    
    161,482Accumulated other comprehensive gain
    
    
    2,921
    
    
    
    408Treasury stock, at cost; 80,383 (2008) and 300,833 (2007)
    
    
    (1,448
    )
    
    
    (5,417
    )Total shareholders equity
    
    
    302,203
    
    
    
    217,609Total liabilities & shareholders equity
    
    $
    2,879,762
    
    
    $
    2,564,298
  31




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##### Table of Contents



SOUTHWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE YEAR ENDED DECEMBER 31,(Dollars in thousands, except per share data)
    
    2008
    
    2007
    
    2006Interest income:Interest and fees on loans
    
    $
    152,719
    
    
    $
    165,759
    
    
    $
    158,873Investment securities:U.S. Government and agency obligations
    
    
    3,552
    
    
    
    8,506
    
    
    
    8,709Mortgage-backed securities
    
    
    5,514
    
    
    
    1,444
    
    
    
    1,051State and political subdivisions
    
    
    375
    
    
    
    260
    
    
    
    115Other securities
    
    
    545
    
    
    
    845
    
    
    
    847Federal funds sold
    
    
    89
    
    
    
    254
    
    
    
    165Total interest income
    
    
    162,794
    
    
    
    177,068
    
    
    
    169,760Interest expense:Interest-bearing demand
    
    
    584
    
    
    
    355
    
    
    
    282Money market accounts
    
    
    12,620
    
    
    
    19,664
    
    
    
    16,020Savings accounts
    
    
    69
    
    
    
    87
    
    
    
    50Time deposits of $100,000 or more
    
    
    28,214
    
    
    
    31,231
    
    
    
    29,887Other time deposits
    
    
    19,535
    
    
    
    21,802
    
    
    
    16,863Other borrowings
    
    
    7,242
    
    
    
    7,555
    
    
    
    10,023Subordinated debentures
    
    
    4,811
    
    
    
    3,777
    
    
    
    3,683Total interest expense
    
    
    73,075
    
    
    
    84,471
    
    
    
    76,808Net interest income
    
    
    89,719
    
    
    
    92,597
    
    
    
    92,952Provision for loan losses
    
    
    18,979
    
    
    
    8,947
    
    
    
    12,187Net interest income after provision for loan losses
    
    
    70,740
    
    
    
    83,650
    
    
    
    80,765Noninterest income:Service charges and fees
    
    
    11,026
    
    
    
    9,920
    
    
    
    11,492Other noninterest income
    
    
    1,546
    
    
    
    1,590
    
    
    
    1,481Gain on sales of loans
    
    
    2,664
    
    
    
    3,339
    
    
    
    3,438Gain on sales of investment securities
    
    
    902
    
    
    
    1,584
    
    
    
    251Total noninterest income
    
    
    16,138
    
    
    
    16,433
    
    
    
    16,662Noninterest expense:Salaries and employee benefits
    
    
    33,330
    
    
    
    35,287
    
    
    
    30,897Occupancy
    
    
    10,872
    
    
    
    9,845
    
    
    
    10,190FDIC and other insurance
    
    
    2,088
    
    
    
    622
    
    
    
    511Other real estate, net
    
    
    146
    
    
    
    (58
    )
    
    
    286General and administrative
    
    
    16,052
    
    
    
    19,412
    
    
    
    14,137Total noninterest expense
    
    
    62,488
    
    
    
    65,108
    
    
    
    56,021Income before taxes
    
    
    24,390
    
    
    
    34,975
    
    
    
    41,406Taxes on income
    
    
    9,489
    
    
    
    13,597
    
    
    
    15,409Net income
    
    $
    14,901
    
    
    $
    21,378
    
    
    $
    25,997Net income available to common shareholders
    
    $
    14,658
    
    
    $
    21,378
    
    
    $
    25,997Basic earnings per common share
    
    $
    1.01
    
    
    $
    1.49
    
    
    $
    1.84Diluted earnings per common share
    
    
    1.00
    
    
    
    1.46
    
    
    
    1.79Common dividends declared per share
    
    
    0.38
    
    
    
    0.37
    
    
    
    0.33
 32




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##### Table of Contents



SOUTHWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 FOR THE YEAR ENDED DECEMBER 31,(Dollars in thousands)
    
    2008
    
    2007
    
    2006Net income
    
    $
    14,901
    
    
    $
    21,378
    
    
    $
    25,997Other comprehensive income:Unrealized holding gain on available for sale securities
    
    
    4,995
    
    
    
    5,073
    
    
    
    2,842Reclassification adjustment for net gains realized during the period
    
    
    (902
    )
    
    
    (1,584
    )
    
    
    (251
    )Other comprehensive income, before tax
    
    
    4,093
    
    
    
    3,489
    
    
    
    2,591Tax expense related to items of other comprehensive income
    
    
    (1,580
    )
    
    
    (1,343
    )
    
    
    (1,004
    )Other comprehensive income, net of tax
    
    
    2,513
    
    
    
    2,146
    
    
    
    1,587Comprehensive income
    
    $
    17,414
    
    
    $
    23,524
    
    
    $
    27,584
  33




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##### Table of Contents



SOUTHWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 Accumulated
    
    
    
    
    
    TotalOther
    
    
    
    
    
    Share-Preferred
    
    Common Stock
    
    Paid in
    
    Retained
    
    Comprehensive
    
    Treasury
    
    holdersStock
    
    Shares
    
    Amount
    
    Capital
    
    Earnings
    
    Income (Loss)
    
    Stock
    
    Equity(Dollars in thousands, except per share data)Balance, December 31, 2005
    
    $
    
    
    
    
    14,658,042
    
    
    $
    14,658
    
    
    $
    45,672
    
    
    $
    124,882
    
    
    $
    (3,325
    )
    
    $
    (11,443
    )
    
    $
    170,444Cash dividends:Common, $0.33 per share,
and
other dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,682
    )
    
    
    
    
    
    
    
    
    
    
    (4,682
    )Common stock issued:Employee Stock Option Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,690
    )
    
    
    
    
    
    
    
    
    
    
    3,622
    
    
    
    1,932Employee Stock Purchase
Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    55
    
    
    
    75Dividend Reinvestment Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    80
    
    
    
    102Restricted Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    178
    
    
    
    215Tax benefit related to exercise
of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,018Stock option grants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    822
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    822Other comprehensive loss,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,587
    
    
    
    
    
    
    
    1,587Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,997
    
    
    
    
    
    
    
    
    
    
    
    25,997Balance, December 31, 2006
    
    
    
    
    
    
    14,658,042
    
    
    
    14,658
    
    
    
    45,901
    
    
    
    146,197
    
    
    
    (1,738
    )
    
    
    (7,508
    )
    
    
    197,510Cash dividends:Common, $0.37 per share,
and
other dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,290
    )
    
    
    
    
    
    
    
    
    
    
    (5,290
    )Common stock issued:Employee Stock Option Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (782
    )
    
    
    
    
    
    
    
    
    
    
    1,707
    
    
    
    925Employee Stock Purchase
Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    76
    
    
    
    96Dividend Reinvestment Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    
    
    
    
    71
    
    
    
    94Restricted Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    108
    
    
    
    
    
    
    
    
    
    
    
    237
    
    
    
    345Adjustment related to adoption
of FIN 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (803
    )
    
    
    
    
    
    
    
    
    
    
    (803
    )Tax benefit
related to exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    474
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    474Stock option grants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    734
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    734Other
comprehensive income, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,146
    
    
    
    
    
    
    
    2,146Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,378
    
    
    
    
    
    
    
    
    
    
    
    21,378Balance, December 31, 2007
    
    
    
    
    
    
    14,658,042
    
    
    
    14,658
    
    
    
    46,478
    
    
    
    161,482
    
    
    
    408
    
    
    
    (5,417
    )
    
    
    217,609Cash dividends:Preferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (243
    )
    
    
    
    
    
    
    
    
    
    
    (243
    )Common, $0.38 per share,
and
other dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,517
    )
    
    
    
    
    
    
    
    
    
    
    (5,517
    )Preferred stock
    
    
    66,392
    
    
    
    
    
    
    
    
    
    
    
    3,652
    
    
    
    (44
    )
    
    
    
    
    
    
    
    
    
    
    70,000Common stock issued:Employee Stock Option Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,554
    )
    
    
    
    
    
    
    
    
    
    
    3,489
    
    
    
    1,935Employee Stock Purchase
Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13
    )
    
    
    
    
    
    
    
    
    
    
    106
    
    
    
    93Dividend Reinvestment Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    26Restricted Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21
    )
    
    
    
    
    
    
    
    
    
    
    346
    
    
    
    325Tax benefit related to exercise
of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    339
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    339Stock option grants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    222
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    222Other comprehensive income,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,513
    
    
    
    
    
    
    
    2,513Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,901
    
    
    
    
    
    
    
    
    
    
    
    14,901Balance, December 31, 2008
    
    $
    66,392
    
    
    
    14,658,042
    
    
    $
    14,658
    
    
    $
    49,101
    
    
    $
    170,579
    
    
    $
    2,921
    
    
    $
    (1,448
    )
    
    $
    302,203
  34




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##### Table of Contents



SOUTHWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEAR ENDED DECEMBER 31,(Dollars in thousands)
    
    2008
    
    2007
    
    2006Operating activities:Net income
    
    $
    14,901
    
    
    $
    21,378
    
    
    $
    25,997Adjustments to reconcile net income to net
cash provided by operating activities:Provision for loan losses
    
    
    18,979
    
    
    
    8,947
    
    
    
    12,187Deferred tax benefit
    
    
    (2,788
    )
    
    
    (839
    )
    
    
    (2,279
    )Asset depreciation
    
    
    2,963
    
    
    
    2,812
    
    
    
    2,940Securities premium amortization (discount
accretion), net
    
    
    118
    
    
    
    (205
    )
    
    
    43Amortization of intangibles
    
    
    1,456
    
    
    
    646
    
    
    
    493Stock based compensation
    
    
    512
    
    
    
    959
    
    
    
    973Net gain on sale/call of investment securities
    
    
    (902
    )
    
    
    (1,584
    )
    
    
    (251
    )Net gain on sales of available for sale loans
    
    
    (2,664
    )
    
    
    (3,339
    )
    
    
    (3,438
    )Net loss on sales of premises/equipment
    
    
    258
    
    
    
    11
    
    
    
    210Net gain on other real estate owned
    
    
    (571
    )
    
    
    (11
    )
    
    
    (220
    )Proceeds from sales of residential mortgage loans
    
    
    63,479
    
    
    
    55,274
    
    
    
    74,424Residential mortgage loans originated for resale
    
    
    (61,195
    )
    
    
    (54,276
    )
    
    
    (76,079
    )Proceeds from sales of student loans
    
    
    104,946
    
    
    
    271,798
    
    
    
    779,728Student loans originated for resale
    
    
    (96,257
    )
    
    
    (149,629
    )
    
    
    (581,880
    )Net changes in assets and liabilities:Accrued interest receivable
    
    
    11,605
    
    
    
    1,396
    
    
    
    (9,716
    )Other assets
    
    
    (5,012
    )
    
    
    5,884
    
    
    
    (614
    )Income taxes payable
    
    
    2,217
    
    
    
    1,104
    
    
    
    1,866Excess tax benefit from share-based payment arrangements
    
    
    (339
    )
    
    
    (474
    )
    
    
    (1,018
    )Accrued interest payable
    
    
    (4,423
    )
    
    
    (2,159
    )
    
    
    4,263Other liabilities
    
    
    (1,424
    )
    
    
    51
    
    
    
    (2,770
    )Net cash provided by operating activities
    
    
    45,859
    
    
    
    157,744
    
    
    
    224,859Investing activities:Proceeds from sales of available for sale securities
    
    
    7,839
    
    
    
    10,204
    
    
    
    20,216Proceeds from principal repayments, calls and maturities:Held to maturity securities
    
    
    1,000
    
    
    
    
    
    
    
    1,000Available for sale securities
    
    
    193,958
    
    
    
    55,212
    
    
    
    8,989Purchases of other investments
    
    
    (1,947
    )
    
    
    (801
    )
    
    
    (2,511
    )Purchases of held to maturity securities
    
    
    (2,500
    )
    
    
    (4,202
    )
    
    
    (1,095
    )Purchases of available for sale securities
    
    
    (201,031
    )
    
    
    (22,096
    )
    
    
    (10,490
    )Loans originated and principal repayments, net
    
    
    (370,558
    )
    
    
    (505,335
    )
    
    
    (244,338
    )Acquisitions, net, Bank of Kansas (2007), McMullen Bank (2006)
    
    
    
    
    
    
    (4,057
    )
    
    
    (182
    )Investment in subsidiary
    
    
    1,070
    
    
    
    
    
    
    
    Purchases of premises and equipment
    
    
    (3,655
    )
    
    
    (3,287
    )
    
    
    (2,915
    )Proceeds from sales of premises and equipment
    
    
    219
    
    
    
    63
    
    
    
    337Proceeds from sales of other real estate owned
    
    
    11,595
    
    
    
    469
    
    
    
    6,072Net cash used in investing activities
    
    
    (364,010
    )
    
    
    (473,830
    )
    
    
    (224,917
    )Financing activities:Net increase in deposits
    
    
    121,543
    
    
    
    227,431
    
    
    
    75,245Net increase (decrease) in other borrowings
    
    
    76,782
    
    
    
    80,262
    
    
    
    (66,414
    )Net proceeds from issuance of preferred stock
    
    
    70,000
    
    
    
    
    
    
    
    Net proceeds from issuance of common stock
    
    
    2,054
    
    
    
    1,115
    
    
    
    2,109Net proceeds from issuance of subordinated debentures
    
    
    34,500
    
    
    
    
    
    
    
    Excess tax benefit from share-based payment arrangements
    
    
    339
    
    
    
    474
    
    
    
    1,018Preferred stock dividends
    
    
    (243
    )
    
    
    
    
    
    
    Common stock dividends
    
    
    (5,215
    )
    
    
    (5,136
    )
    
    
    (4,559
    )Net cash provided from financing activities
    
    
    299,760
    
    
    
    304,146
    
    
    
    7,399Net increase (decrease) in cash and cash equivalents
    
    
    (18,391
    )
    
    
    (11,940
    )
    
    
    7,341Cash and cash equivalents,Beginning of period
    
    
    45,678
    
    
    
    57,618
    
    
    
    50,277End of period
    
    $
    27,287
    
    
    $
    45,678
    
    
    $
    57,618
  35




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##### Table of Contents



SOUTHWEST BANCORP, INC.
 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006
 1. Summary of Significant Accounting and Reporting Policies
 Organization and Nature of Operations
 Management Estimates
 Cash and Cash Equivalents
 Investment Securities
   36




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##### Table of Contents



Loans
  Allowance for Loan Losses Accounting by Creditors for Impairment of a
Loan
 37




---



##### Table of Contents



Accounting for Contingencies
   Reserve for Unfunded Loan Commitments -
 Premises and Equipment
 Other Real Estate Owned
 Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets Acquisition
 38




---



##### Table of Contents



of Certain Financial Institutions. Accounting for Servicing of Financial Assets
     Fair Value Measurements Fair Value Measurements .
 Effective Date of FASB Statement No. 157 Determining the Fair Value of a Financial Assets when
the Market for That Asset is Not Active
 Deposits
 39




---



##### Table of Contents



Loan Servicing Income
 Taxes on Income
 Accounting for Uncertainty in Income Taxes
 Earnings per Common Share
 2008
    
    2007
    
    2006Weighted average common shares outstanding:Basic earnings per share
    
    
    14,502,264
    
    
    
    14,313,239
    
    
    
    14,166,634Effect of dilutive securities:Stock options
    
    
    157,037
    
    
    
    304,474
    
    
    
    325,920Weighted average common shares outstanding:Diluted earnings per share
    
    
    14,659,301
    
    
    
    14,617,713
    
    
    
    14,492,554
  Share-Based Compensation
  Share-Based Payment
 40




---



##### Table of Contents



Derivatives Amendment of Statement 133 on Derivative Instruments and Hedging Activities Accounting for Derivative Instruments
and Hedging Activities
  Comprehensive Income
 Trust
 Liquidity
 2. Reclassifications
  3. Acquisitions
    41




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##### Table of Contents



4. Investment Securities
  At December 31, 2008Amortized
    
    Gross Unrealized
    
    Fair(Dollars in thousands)
    
    Cost
    
    Gains
    
    Losses
    
    ValueHeld to Maturity:Obligations of state and political subdivisions
    
    $
    7,343
    
    
    $
    10
    
    
    $
    (60
    )
    
    $
    7,293Total
    
    $
    7,343
    
    
    $
    10
    
    
    $
    (60
    )
    
    $
    7,293Available for Sale:U.S. Government obligations
    
    $
    986
    
    
    $
    13
    
    
    $
    
    
    
    $
    999Federal agency securities
    
    
    77,543
    
    
    
    1,663
    
    
    
    (9
    )
    
    
    79,197Obligations of state and political subdivisions
    
    
    2,736
    
    
    
    19
    
    
    
    
    
    
    
    2,755Mortgage-backed securities
    
    
    151,130
    
    
    
    2,897
    
    
    
    (14
    )
    
    
    154,013Equity securities
    
    
    898
    
    
    
    175
    
    
    
    
    
    
    
    1,073Total
    
    $
    233,293
    
    
    $
    4,767
    
    
    $
    (23
    )
    
    $
    238,037
 At December 31, 2007Amortized
    
    Gross Unrealized
    
    Fair(Dollars in thousands)
    
    Cost
    
    Gains
    
    Losses
    
    ValueHeld to Maturity:U.S. Government obligations
    
    $
    1,000
    
    
    $
    9
    
    
    $
    
    
    
    $
    1,009Obligations of state and political subdivisions
    
    
    4,838
    
    
    
    2
    
    
    
    (11
    )
    
    
    4,829Total
    
    $
    5,838
    
    
    $
    11
    
    
    $
    (11
    )
    
    $
    5,838Available for Sale:Federal agency securities
    
    $
    189,442
    
    
    $
    175
    
    
    $
    (490
    )
    
    $
    189,127Obligations of state and political subdivisions
    
    
    4,319
    
    
    
    25
    
    
    
    (11
    )
    
    
    4,333Mortgage-backed securities
    
    
    38,100
    
    
    
    277
    
    
    
    (30
    )
    
    
    38,347Equity securities
    
    
    1,019
    
    
    
    733
    
    
    
    (28
    )
    
    
    1,724Total
    
    $
    232,880
    
    
    $
    1,210
    
    
    $
    (559
    )
    
    $
    233,531
 42




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##### Table of Contents



Continuous Unrealized Losses Existing for:Amortized cost of
    
    
    
    
    
    
    
    
    
    Fair value ofNumber of
    
    securities with
    
    Less Than
    
    More Than
    
    securities with(Dollars in thousands)
    
    Securities
    
    unrealized losses
    
    12 Months
    
    12 Months
    
    unrealized lossesAt December 31, 2008:Held to Maturity:Obligations of state and
political subdivisions
    
    
    5
    
    
    $
    2,875
    
    
    $
    (60
    )
    
    $
    
    
    
    $
    2,815Total
    
    
    5
    
    
    $
    2,875
    
    
    $
    (60
    )
    
    $
    
    
    
    $
    2,815Available for Sale:Federal agency securities
    
    
    2
    
    
    $
    5,962
    
    
    $
    (9
    )
    
    $
    
    
    
    $
    5,953Obligations of state and
political subdivisions
    
    
    1
    
    
    
    1,250
    
    
    
    
    
    
    
    
    
    
    
    1,250Mortgage-backed securities
    
    
    8
    
    
    
    3,608
    
    
    
    (14
    )
    
    
    
    
    
    
    3,594Total
    
    
    11
    
    
    $
    10,820
    
    
    $
    (23
    )
    
    $
    
    
    
    $
    10,797At December 31, 2007:Held to Maturity:Obligations of state and
political subdivisions
    
    
    5
    
    
    $
    3,202
    
    
    $
    (11
    )
    
    $
    
    
    
    $
    3,191Total
    
    
    5
    
    
    $
    3,202
    
    
    $
    (11
    )
    
    $
    
    
    
    $
    3,191Available for Sale:Federal agency securities
    
    
    63
    
    
    $
    153,991
    
    
    $
    
    
    
    $
    (490
    )
    
    $
    153,501Obligations of state and
political subdivisions
    
    
    1
    
    
    
    1,250
    
    
    
    
    
    
    
    (11
    )
    
    
    1,239Mortgage-backed securities
    
    
    25
    
    
    
    10,478
    
    
    
    (4
    )
    
    
    (26
    )
    
    
    10,448Equity securities
    
    
    1
    
    
    
    1,010
    
    
    
    (28
    )
    
    
    
    
    
    
    982Total
    
    
    90
    
    
    $
    166,729
    
    
    $
    (32
    )
    
    $
    (527
    )
    
    $
    166,170
   43




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##### Table of Contents



Available for Sale
    
    Held to MaturityAmortized
    
    Fair
    
    Amortized
    
    Fair(Dollars in thousands)
    
    Cost
    
    Value
    
    Cost
    
    ValueOne year or less
    
    $
    52,825
    
    
    $
    53,663
    
    
    $
    673
    
    
    $
    675More than one year through five years
    
    
    160,194
    
    
    
    163,458
    
    
    
    6,670
    
    
    
    6,618More than five years through ten years
    
    
    18,622
    
    
    
    19,259
    
    
    
    
    
    
    
    More than ten years
    
    
    1,652
    
    
    
    1,657
    
    
    
    
    
    
    
    Total
    
    $
    233,293
    
    
    $
    238,037
    
    
    $
    7,343
    
    
    $
    7,293
   5. Loans
  At December 31,(Dollars in thousands)
    
    2008
    
    2007Real estate mortgage:Commercial
    
    $
    1,118,828
    
    
    $
    750,047One-to-four family residential
    
    
    113,665
    
    
    
    111,085Real estate constructionCommercial
    
    
    579,795
    
    
    
    643,656One-to-four family residential
    
    
    79,565
    
    
    
    81,273Commercial
    
    
    564,670
    
    
    
    521,501Installment and consumer:Guaranteed student loans
    
    
    54,057
    
    
    
    61,555Other
    
    
    40,867
    
    
    
    42,7152,551,447
    
    
    
    2,211,832Allowance for loan losses
    
    
    (39,773
    )
    
    
    (29,584
    )Total loans, net
    
    $
    2,511,674
    
    
    $
    2,182,248
   44




---



##### Table of Contents



After oneOne year
    
    year through
    
    After(Dollars in thousands)
    
    or less
    
    five years
    
    five years
    
    TotalReal estate mortgage:Commercial
    
    $
    268,010
    
    
    $
    631,960
    
    
    $
    218,858
    
    
    $
    1,118,828One-to-four family residential
    
    
    16,132
    
    
    
    44,078
    
    
    
    53,455
    
    
    
    113,665Real estate construction
    
    
    279,584
    
    
    
    343,746
    
    
    
    36,030
    
    
    
    659,360Commercial
    
    
    221,495
    
    
    
    192,257
    
    
    
    150,918
    
    
    
    564,670Installment and consumer:Guaranteed student loans
    
    
    54,057
    
    
    
    
    
    
    
    
    
    
    
    54,057Other
    
    
    17,303
    
    
    
    21,323
    
    
    
    2,241
    
    
    
    40,867Total
    
    $
    856,581
    
    
    $
    1,233,364
    
    
    $
    461,502
    
    
    $
    2,551,447
  (Dollars in thousands)
    
    Fixed
    
    Variable
    
    TotalReal estate mortgage:Commercial
    
    $
    364,121
    
    
    $
    486,697
    
    
    $
    850,818One-to-four family residential
    
    
    48,613
    
    
    
    48,920
    
    
    
    97,533Real estate construction
    
    
    55,744
    
    
    
    324,032
    
    
    
    379,776Commercial
    
    
    146,998
    
    
    
    196,177
    
    
    
    343,175Installment and consumer
    
    
    10,162
    
    
    
    13,402
    
    
    
    23,564Total
    
    $
    625,638
    
    
    $
    1,069,228
    
    
    $
    1,694,866
 45




---



##### Table of Contents



For the Year Ended December 31,(Dollars in thousands)
    
    2008
    
    2007
    
    2006Beginning balance
    
    $
    29,584
    
    
    $
    27,293
    
    
    $
    23,812Provision for loan losses
    
    
    18,979
    
    
    
    8,947
    
    
    
    12,187Loans charged off
    
    
    (9,942
    )
    
    
    (7,365
    )
    
    
    (9,547
    )Recoveries
    
    
    1,152
    
    
    
    709
    
    
    
    841Total
    
    $
    39,773
    
    
    $
    29,584
    
    
    $
    27,293
  6. Premises and Equipment
  At December 31,(Dollars in thousands)
    
    2008
    
    2007Land
    
    $
    5,830
    
    
    $
    5,382Buildings and improvements
    
    
    15,210
    
    
    
    14,517Furniture, fixtures, and equipment
    
    
    30,907
    
    
    
    29,092Construction/Remodeling in progress
    
    
    380
    
    
    
    1,33052,327
    
    
    
    50,321Accumulated depreciation and amortization
    
    
    (27,747
    )
    
    
    (25,998
    )Premises and equipment, net
    
    $
    24,580
    
    
    $
    24,323
 7. Goodwill and Other Intangible Assets
   46




---



##### Table of Contents



At December 31,(Dollars in thousands)
    
    2008
    
    2007Core deposit premiums
    
    $
    4,370
    
    
    $
    4,370Less accumulated amortization
    
    
    1,774
    
    
    
    1,317Core deposit premiums, net
    
    $
    2,596
    
    
    $
    3,053Loan servicing rights
    
    $
    5,004
    
    
    $
    4,365Less accumulated amortization
    
    
    3,836
    
    
    
    2,838Loan servicing rights, net
    
    $
    1,168
    
    
    $
    1,527Other intangible assets, net
    
    $
    3,764
    
    
    $
    4,580
     Core Deposit
    
    Loan Servicing(Dollars in thousands)
    
    Premiums
    
    Rights
    
    Total2009
    
    
    389
    
    
    
    334
    
    
    
    7232010
    
    
    386
    
    
    
    273
    
    
    
    6592011
    
    
    366
    
    
    
    212
    
    
    
    5782012
    
    
    327
    
    
    
    152
    
    
    
    479Thereafter
    
    
    1,128
    
    
    
    197
    
    
    
    1,325$
    2,596
    
    
    $
    1,168
    
    
    $
    3,764
 8. Fair Value Measurements
  Level 1
    
    Quoted prices in active markets for identical assets or
liabilities: Level 1 assets and liabilities include debt and
equity securities that are traded in an active exchange market, as
well as certain U.S. Treasury securities that are highly liquid
and are actively traded in over-the-counter markets.
 47




---



##### Table of Contents



Level 2
    
    Observable inputs other than Level 1 prices, such as quoted prices
for similar assets or liabilities; quoted prices in markets that
are not active; or other inputs that are observable or can be
corroborated by observable market data for substantially the full
term of the assets or liabilities. Level 2 assets and liabilities
include debt securities with quoted prices that are traded less
frequently than exchange-traded instruments and derivative
contracts whose value is determined using a pricing model with
inputs that are observable in the market or can be derived
principally from or corroborated by observable market data. This
category includes U.S. Government and agency mortgage-backed debt
securities, municipal obligation securities, and loans held for
sale.Level 3
    
    Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets.
Level 3 assets include financial instruments whose values are
determined using pricing models, discounted cash flow
methodologies, or similar techniques, as well as instruments for
which the determination of fair value requires significant
management judgment or estimation. This category includes certain
private equity investments, other real estate owned, goodwill, and
other intangible assets.
  Fair Value Measurement at Reporting Date UsingQuoted Prices in
    
    Significant Other
    
    SignificantActive Markets for
    
    Observable
    
    UnobservableIdentical Assets
    
    Inputs
    
    Inputs(Dollars in thousands)
    
    Total
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Loans held for sale
    
    $
    56,941
    
    
    $
    
    
    
    $
    56,941
    
    
    $
    Available for sale securities
    
    
    238,037
    
    
    
    185
    
    
    
    236,964
    
    
    
    888Total
    
    $
    294,978
    
    
    $
    185
    
    
    $
    293,905
    
    
    $
    888
  Available for(Dollars in thousands)
    
    Sale SecuritiesBalance at December 31, 2007
    
    $
    982Total gains or losses (realized/unrealized)Included in
earningsinterest income
    
    
    (9
    )noninterest income
    
    
    (113
    )Included in other comprehensive income
    
    
    28Purchases, issuances, and settlements
    
    
    Transfers in and/or out of Level 3
    
    
    Balance at December 31, 2008
    
    $
    888Changes in unrealized gains or losses included in earnings related to assets
still held at reporting date for the year ended December 31, 2008
    
    $
    (104
    )
  48




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##### Table of Contents



Fair Value Measurements UsingQuoted Prices inActive Markets
    
    Significant Other
    
    Significantfor Identical
    
    Observable
    
    UnobservableDecember 31,
    
    Assets
    
    Inputs
    
    Inputs
    
    Total Gains(Dollars in thousands)
    
    2008
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)
    
    (Losses)Impaired loans at fair value
    
    $
    55,483
    
    
    $
    
    
    
    $
    55,483
    
    
    $
    
    
    
    $
    (8,610
    )Other intangible assets
    
    
    3,764
    
    
    
    
    
    
    
    
    
    
    
    3,764
    
    
    
    (557
    )Total
    
    $
    59,247
    
    
    $
    
    
    
    $
    55,483
    
    
    $
    3,764
    
    
    $
    (9,167
    )
   9. Derivative Instruments and Hedging Activities
      49




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##### Table of Contents



10. Other Borrowed Funds
  At December 31,(Dollars in thousands)
    
    2008
    
    2007
    
    2006Amounts outstanding at end of period:Treasury, tax and loan note option
    
    $
    1,070
    
    
    $
    1,361
    
    
    $
    1,196Federal funds purchased and securities sold
under repurchase agreements
    
    
    127,568
    
    
    
    162,962
    
    
    
    50,398Borrowed from the Federal Home Loan Bank &
the Federal Reserve Bank
    
    
    151,500
    
    
    
    51,500
    
    
    
    86,500Other
    
    
    15,000
    
    
    
    2,533
    
    
    
    Total other borrowings
    
    $
    295,138
    
    
    $
    218,356
    
    
    $
    138,094Weighted average rate outstanding at end of period:Treasury, tax and loan note option
    
    
    0.00
    %
    
    
    3.59
    %
    
    
    5.04
    %Federal funds purchased and securities sold
under repurchase agreements
    
    
    0.27
    
    
    
    4.15
    
    
    
    4.20Borrowed from the Federal Home Loan Bank &
the Federal Reserve Bank
    
    
    2.63
    
    
    
    4.10
    
    
    
    4.89Other
    
    
    5.00
    
    
    
    6.25
    
    
    
    Maximum amounts of borrowings outstanding at any month-end:Treasury, tax and loan note option
    
    $
    2,301
    
    
    $
    2,416
    
    
    $
    2,362Federal funds purchased and securities sold
under repurchase agreements
    
    
    197,255
    
    
    
    172,641
    
    
    
    150,954Borrowed from the Federal Home Loan Bank &
the Federal Reserve Bank
    
    
    196,600
    
    
    
    101,500
    
    
    
    185,040Other
    
    
    15,000
    
    
    
    7,500
    
    
    
    Approximate average short-term borrowings outstanding
for the year:Treasury, tax and loan note option
    
    $
    622
    
    
    $
    551
    
    
    $
    617Federal funds purchased and securities sold
under repurchase agreements
    
    
    124,891
    
    
    
    105,023
    
    
    
    95,090Borrowed from the Federal Home Loan Bank &
the Federal Reserve Bank
    
    
    136,337
    
    
    
    52,853
    
    
    
    118,970Other
    
    
    12,256
    
    
    
    3,055
    
    
    
    Approximate weighted average rate for the year:Treasury, tax and loan note option
    
    
    2.71
    %
    
    
    3.81
    %
    
    
    4.73
    %Federal funds purchased and securities sold
under repurchase agreements
    
    
    2.01
    
    
    
    4.59
    
    
    
    4.55Borrowed from the Federal Home Loan Bank &
the Federal Reserve Bank
    
    
    3.24
    
    
    
    4.74
    
    
    
    4.76Other
    
    
    4.83
    
    
    
    6.93
    
    
    
    
  50




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11. Subordinated Debentures
  Subordinated
    
    
    Trust PreferredDebentures Owed
    
    
    Securities of the
    
    
    Interest Rates at(Dollars in thousands)
    
    to Trusts
    
    
    Trusts
    
    
    December 31, 2008
    
    
    Final Maturity DateOKSB Statutory I
    
    $
    20,619
    
    
    $
    20,000
    
    
    
    4.57
    %
    
    June 26, 2033SBI Capital Trust II
    
    
    25,774
    
    
    
    25,000
    
    
    
    7.67
    %
    
    October 7, 2033Soutwest Capital Trust II
    
    
    35,570
    
    
    
    34,500
    
    
    
    10.50
    %
    
    September 15, 2038$
    81,963
    
    
    $
    79,500
  51




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52




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##### Table of Contents



Consolidation of Variable
Interest Entities .
 12. Income Taxes
  For the Year Ended December 31,(Dollars in thousands)
    
    2008
    
    2007
    
    2006Current tax expense:Federal
    
    $
    9,604
    
    
    $
    13,311
    
    
    $
    15,948State
    
    
    1,961
    
    
    
    1,925
    
    
    
    1,740Deferred tax expense (benefit):Federal
    
    
    (1,747
    )
    
    
    (1,371
    )
    
    
    (1,896
    )State
    
    
    (329
    )
    
    
    (268
    )
    
    
    (383
    )Taxes on income
    
    $
    9,489
    
    
    $
    13,597
    
    
    $
    15,409
  For the Year Ended December 31,(Dollars in thousands)
    
    2008
    
    2007
    
    2006Computed tax expense at statutory rates
    
    $
    8,537
    
    
    $
    12,293
    
    
    $
    14,492Increase (decrease) in income
taxes resulting from:Low income housing credit
    
    
    
    
    
    
    
    
    
    
    (500
    )Benefit of income not subject to U.S. Federal income tax
    
    
    (174
    )
    
    
    (137
    )
    
    
    (86
    )Expenses not deductible for U.S. Federal income tax
    
    
    372
    
    
    
    475
    
    
    
    417State income taxes, net of Federal income tax benefit
    
    
    405
    
    
    
    396
    
    
    
    626New markets tax credit
    
    
    (151
    )
    
    
    (151
    )
    
    
    (172
    )Expiration of capital loss carryforward
    
    
    37
    
    
    
    
    
    
    
    34Other
    
    
    463
    
    
    
    721
    
    
    
    598Taxes on income
    
    $
    9,489
    
    
    $
    13,597
    
    
    $
    15,409
  53




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At December 31,(Dollars in thousands)
    
    2008
    
    2007Provision for loan losses
    
    $
    16,907
    
    
    $
    12,697Accumulated depreciation
    
    
    (3,280
    )
    
    
    (2,705
    )Prepaid maintenance
    
    
    (300
    )
    
    
    (343
    )Nonaccrual loan interest
    
    
    214
    
    
    
    1,139Deferred compensation accrual
    
    
    233
    
    
    
    205Mark-to-market adjustments
    
    
    221
    
    
    
    113FHLB stock dividends
    
    
    (922
    )
    
    
    (792
    )Write-downs on other real estate
    
    
    10
    
    
    
    247Amortizable assets
    
    
    (485
    )
    
    
    (494
    )Stock-based compensation
    
    
    177
    
    
    
    171Litigation and settlement
    
    
    135
    
    
    
    238New markets tax credit
    
    
    (379
    )
    
    
    (298
    )Dividend  equity vs cost method
    
    
    (217
    )
    
    
    Other
    
    
    56
    
    
    
    11512,370
    
    
    
    10,293Deferred taxes (payable) receivable on
investment securities available for sale
    
    
    1,885
    
    
    
    (242
    )Net deferred tax asset
    
    $
    14,255
    
    
    $
    10,051
  (Dollars in thousands)
    
    2008
    
    2007Balance at January 1
    
    $
    3,216
    
    
    $
    2,093Increases in unrecognized tax benefits as a result of tax positions taken during current period
    
    
    750
    
    
    
    992Increases in unrecognized tax benefits as a result of tax positions taken during prior period
    
    
    
    
    
    
    131Amount of decreases in unrecognized tax benefits relating to settlements with taxing authorities
    
    
    
    
    
    
    Reductions to unrecognized tax benefits  lapse of the applicable statute of limitations
    
    
    
    
    
    
    Balance at December 31
    
    $
    3,966
    
    
    $
    3,216
    54




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13. Shareholders Equity
        55




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##### Table of Contents



Share-Based Compensation
 14. Capital Requirements
   56




---



##### Table of Contents



To Be Well CapitalizedUnder Prompt Corrective
    
    For CapitalActual
    
    Action Provisions
    
    Adequacy Purposes(Dollars in thousands)
    
    Amount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    RatioAs of December 31, 2008:Total Capital (to risk-weighted assets)Southwest
    
    $
    404,695
    
    
    
    14.26
    %
    
    
    N/A
    
    
    
    N/A
    
    
    $
    226,998
    
    
    
    8.00
    %Stillwater National
    
    
    351,957
    
    
    
    12.89
    
    
    $
    273,111
    
    
    
    10.00
    %
    
    
    218,489
    
    
    
    8.00SNB Wichita
    
    
    7,372
    
    
    
    12.81
    
    
    
    5,756
    
    
    
    10.00
    
    
    
    4,604
    
    
    
    8.00SNB Kansas
    
    
    8,763
    
    
    
    17.18
    
    
    
    5,102
    
    
    
    10.00
    
    
    
    4,081
    
    
    
    8.00Tier I Capital (to risk-weighted assets)Southwest
    
    
    369,049
    
    
    
    13.01
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    113,499
    
    
    
    4.00Stillwater National
    
    
    302,641
    
    
    
    11.08
    
    
    
    163,867
    
    
    
    6.00
    
    
    
    109,244
    
    
    
    4.00SNB Wichita
    
    
    6,652
    
    
    
    11.56
    
    
    
    3,453
    
    
    
    6.00
    
    
    
    2,302
    
    
    
    4.00SNB Kansas
    
    
    8,125
    
    
    
    15.93
    
    
    
    3,061
    
    
    
    6.00
    
    
    
    2,041
    
    
    
    4.00Tier I Leverage (to average assets)Southwest
    
    
    369,049
    
    
    
    13.06
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    113,059
    
    
    
    4.00Stillwater National
    
    
    302,641
    
    
    
    11.23
    
    
    
    134,774
    
    
    
    5.00
    
    
    
    107,819
    
    
    
    4.00SNB Wichita
    
    
    6,652
    
    
    
    8.33
    
    
    
    3,995
    
    
    
    5.00
    
    
    
    3,196
    
    
    
    4.00SNB Kansas
    
    
    8,125
    
    
    
    9.24
    
    
    
    4,399
    
    
    
    5.00
    
    
    
    3,519
    
    
    
    4.00As of December 31, 2007:Total Capital (to risk-weighted assets)Southwest
    
    $
    284,730
    
    
    
    10.97
    %
    
    
    N/A
    
    
    
    N/A
    
    
    $
    207,607
    
    
    
    8.00
    %Stillwater National
    
    
    256,752
    
    
    
    10.30
    
    
    $
    249,385
    
    
    
    10.00
    %
    
    
    199,508
    
    
    
    8.00SNB Wichita
    
    
    6,199
    
    
    
    12.13
    
    
    
    5,111
    
    
    
    10.00
    
    
    
    4,088
    
    
    
    8.00SNB Kansas
    
    
    8,103
    
    
    
    16.79
    
    
    
    4,826
    
    
    
    10.00
    
    
    
    3,861
    
    
    
    8.00Tier I Capital (to risk-weighted assets)Southwest
    
    
    251,980
    
    
    
    9.71
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    103,804
    
    
    
    4.00Stillwater National
    
    
    225,243
    
    
    
    9.03
    
    
    
    149,631
    
    
    
    6.00
    
    
    
    99,754
    
    
    
    4.00SNB Wichita
    
    
    5,638
    
    
    
    11.03
    
    
    
    3,066
    
    
    
    6.00
    
    
    
    2,044
    
    
    
    4.00SNB Kansas
    
    
    7,763
    
    
    
    16.08
    
    
    
    2,896
    
    
    
    6.00
    
    
    
    1,931
    
    
    
    4.00Tier I Leverage (to average assets)Southwest
    
    
    251,980
    
    
    
    10.23
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    98,543
    
    
    
    4.00Stillwater National
    
    
    225,243
    
    
    
    9.68
    
    
    
    116,351
    
    
    
    5.00
    
    
    
    93,081
    
    
    
    4.00SNB Wichita
    
    
    5,638
    
    
    
    8.52
    
    
    
    3,309
    
    
    
    5.00
    
    
    
    2,647
    
    
    
    4.00SNB Kansas
    
    
    7,763
    
    
    
    10.32
    
    
    
    3,762
    
    
    
    5.00
    
    
    
    3,010
    
    
    
    4.00
   15. Partial Disposition of Equity Security
  57




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16. Employee Benefits
  Stock Options
   2008
    
    2007
    
    2006Expected dividend yield
    
    
    2.24
    %
    
    
    1.45
    %
    
    
    1.43
    %Expected volatility
    
    
    34.36
    %
    
    
    29.70
    %
    
    
    26.83
    %Risk-free interest rate
    
    
    2.30
    %
    
    
    4.48
    %
    
    
    4.81
    %Expected option term (in years)
    
    
    3.00
    
    
    
    2.50
    
    
    
    2.50
   58




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##### Table of Contents



WeightedWeighted
    
    Average AggregateAverage
    
    Remaining
    
    IntrinsicNumber of
    
    Exercise
    
    Contractual
    
    Value (dollarsOptions
    
    Price
    
    Life (Years)
    
    in thousands)Outstanding at December 31, 2005
    
    
    921,873
    
    
    $
    11.21Granted
    
    
    147,372
    
    
    
    23.26Exercised
    
    
    (201,236
    )
    
    
    9.60Canceled/expired
    
    
    (7,999
    )
    
    
    16.91Outstanding at December 31, 2006
    
    
    860,010
    
    
    $
    13.50Granted
    
    
    124,431
    
    
    
    25.78Exercised
    
    
    (96,338
    )
    
    
    9.88Canceled/expired
    
    
    (4,333
    )
    
    
    26.58Outstanding at December 31, 2007
    
    
    883,770
    
    
    $
    15.56Granted
    
    
    5,000
    
    
    
    16.93Exercised
    
    
    (193,758
    )
    
    
    9.99Canceled/expired
    
    
    (3,901
    )
    
    
    21.39Outstanding at December 31, 2008
    
    
    691,111
    
    
    $
    17.10
    
    
    
    1.67
    
    
    $
    1,307Total exercisable at December 31, 2006
    
    
    621,710
    
    
    $
    12.60Total exercisable at December 31, 2007
    
    
    705,670
    
    
    $
    14.56Total exercisable at December 31, 2008
    
    
    634,451
    
    
    $
    16.85
    
    
    
    1.56
    
    
    $
    1,202
   Shares
    
    WeightedIssuable
    
    AverageUpon Exercise
    
    Grant Dateof Options
    
    Fair ValueNonvested Balance at
December 31, 2007
    
    
    178,100
    
    
    $
    4.56Granted
    
    
    5,000
    
    
    
    3.71Vested
    
    
    (122,539
    )
    
    
    4.61Forfeited
    
    
    (3,901
    )
    
    
    4.72Nonvested Balance at December 31,   2008
    
    
    56,660
    
    
    $
    4.36
  Restricted Stock
 59




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##### Table of Contents



17. Related Party Transactions
   18. Operating Leases
  2009
    
    $2.7 million2010
    
    $2.1 million2011
    
    $1.5 million2012
    
    $
    582,0002013
    
    $
    266,000Thereafter
    
    $
    503,000
  19. Fair Value Disclosures of Financial Instruments
 Disclosures About Fair
Value of Financial Instruments
 Cash and cash equivalents
 60




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##### Table of Contents



Investment securities
 Loans
 Accrued interest receivable
 Deposits
 Other borrowings
 Subordinated debentures
 Other liabilities and accrued interest payable
 Commitments
  At December 31, 2008
    
    At December 31, 2007Carrying
    
    Fair
    
    Carrying
    
    Fair(Dollars in thousands)
    
    Values
    
    Values
    
    Values
    
    ValuesCash and cash equivalents
    
    $
    27,287
    
    
    $
    27,287
    
    
    $
    45,678
    
    
    $
    45,678Investment securities:Held to maturity
    
    
    7,343
    
    
    
    7,293
    
    
    
    5,838
    
    
    
    5,838Available for sale
    
    
    238,037
    
    
    
    238,037
    
    
    
    233,531
    
    
    
    233,531Other investments
    
    
    18,786
    
    
    
    18,786
    
    
    
    17,239
    
    
    
    17,239Total loans
    
    
    2,511,674
    
    
    
    2,541,424
    
    
    
    2,182,248
    
    
    
    2,215,161Accrued interest receivable
    
    
    11,512
    
    
    
    11,512
    
    
    
    23,117
    
    
    
    23,117Derivative instruments
    
    
    
    
    
    
    
    
    
    
    64
    
    
    
    64Deposits
    
    
    2,180,122
    
    
    
    2,190,988
    
    
    
    2,058,579
    
    
    
    2,060,931Accrued interest payable
    
    
    7,018
    
    
    
    7,018
    
    
    
    11,441
    
    
    
    11,441Other liabilities
    
    
    9,667
    
    
    
    9,667
    
    
    
    10,154
    
    
    
    10,154Other borrowings
    
    
    295,138
    
    
    
    295,138
    
    
    
    218,356
    
    
    
    218,356Subordinated debentures
    
    
    81,963
    
    
    
    82,653
    
    
    
    46,393
    
    
    
    46,393
 20. Financial Instruments with Off-Balance Sheet Risk
  61




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##### Table of Contents



At December 31,(Dollars in thousands)
    
    2008
    
    2007Commitments to extend commercial and real estate mortgage credit
    
    $
    649,830
    
    
    $
    861,851Standby and commercial letters of credit
    
    
    7,752
    
    
    
    18,580Total
    
    $
    657,582
    
    
    $
    880,431
  21. Commitments and Contingencies
    22. VISA USA Shares
  62




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##### Table of Contents



23. Supplemental Cash Flow Information
 For the Years Ended December 31,(Dollars in thousands)
    
    2008
    
    2007
    
    2006Cash paid for interest
    
    $
    77,498
    
    
    $
    86,407
    
    
    $
    72,615Cash paid for taxes on income
    
    
    9,774
    
    
    
    14,808
    
    
    
    15,321Loans transferred to other real estate owned
    
    
    14,479
    
    
    
    1,284
    
    
    
    615
 24. Operating Segments
       63




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##### Table of Contents



For the Year Ended December 31, 2008Oklahoma
    
    Texas
    
    Kansas
    
    Other States
    
    Secondary
    
    Other
    
    Total(Dollars in thousands)
    
    Banking
    
    Banking
    
    Banking
    
    Banking
    
    Market
    
    Operations *
    
    CompanyNet interest income
    
    $
    48,218
    
    
    $
    33,802
    
    
    $
    9,090
    
    
    $
    9,486
    
    
    $
    1,392
    
    
    $
    (12,269
    )
    
    $
    89,719Provision for loan losses
    
    
    5,359
    
    
    
    7,615
    
    
    
    4,396
    
    
    
    1,609
    
    
    
    
    
    
    
    
    
    
    
    18,979Noninterest income
    
    
    8,607
    
    
    
    1,920
    
    
    
    12
    
    
    
    187
    
    
    
    1,500
    
    
    
    3,912
    
    
    
    16,138Noninterest expenses
    
    
    30,794
    
    
    
    15,731
    
    
    
    6,261
    
    
    
    3,281
    
    
    
    3,132
    
    
    
    3,289
    
    
    
    62,488Income before taxes
    
    
    20,672
    
    
    
    12,376
    
    
    
    (1,555
    )
    
    
    4,783
    
    
    
    (240
    )
    
    
    (11,646
    )
    
    
    24,390Taxes on income
    
    
    8,167
    
    
    
    4,825
    
    
    
    (433
    )
    
    
    2,027
    
    
    
    (96
    )
    
    
    (5,001
    )
    
    
    9,489Net income
    
    $
    12,505
    
    
    $
    7,551
    
    
    $
    (1,122
    )
    
    $
    2,756
    
    
    $
    (144
    )
    
    $
    (6,645
    )
    
    $
    14,901
 *
    
    Includes externally generated revenue of $9.6 million, primarily from consulting services,
and an internally generated loss of $18.0 million from the funds management unit Fixed asset expenditures
    
    $
    1,678
    
    
    $
    765
    
    
    $
    306
    
    
    $
    29
    
    
    $
    
    
    
    $
    878
    
    
    $
    3,656Total loans at period end
    
    
    966,243
    
    
    
    947,603
    
    
    
    304,855
    
    
    
    275,805
    
    
    
    56,941
    
    
    
    
    
    
    
    2,551,447Total assets at period end
    
    
    984,298
    
    
    
    945,907
    
    
    
    310,503
    
    
    
    272,599
    
    
    
    61,149
    
    
    
    305,306
    
    
    
    2,879,762Total deposits at period end
    
    
    1,394,008
    
    
    
    133,745
    
    
    
    146,182
    
    
    
    
    
    
    
    1,550
    
    
    
    504,637
    
    
    
    2,180,122
 For the Year Ended December 31, 2007Oklahoma
    
    Texas
    
    Kansas
    
    Other States
    
    Secondary
    
    Other
    
    Total(Dollars in thousands)
    
    Banking
    
    Banking
    
    Banking
    
    Banking
    
    Market
    
    Operations *
    
    CompanyNet interest income
    
    $
    48,103
    
    
    $
    26,711
    
    
    $
    10,209
    
    
    $
    6,850
    
    
    $
    1,738
    
    
    $
    (1,014
    )
    
    $
    92,597Provision for loan losses
    
    
    2,317
    
    
    
    4,189
    
    
    
    1,253
    
    
    
    1,188
    
    
    
    
    
    
    
    
    
    
    
    8,947Noninterest income
    
    
    9,505
    
    
    
    1,616
    
    
    
    181
    
    
    
    119
    
    
    
    3,403
    
    
    
    1,609
    
    
    
    16,433Noninterest expenses
    
    
    29,408
    
    
    
    13,462
    
    
    
    7,858
    
    
    
    2,255
    
    
    
    3,360
    
    
    
    8,765
    
    
    
    65,108Income before taxes
    
    
    25,883
    
    
    
    10,676
    
    
    
    1,279
    
    
    
    3,526
    
    
    
    1,781
    
    
    
    (8,170
    )
    
    
    34,975Taxes on income
    
    
    9,946
    
    
    
    4,126
    
    
    
    420
    
    
    
    1,363
    
    
    
    684
    
    
    
    (2,942
    )
    
    
    13,597Net income
    
    $
    15,937
    
    
    $
    6,550
    
    
    $
    859
    
    
    $
    2,163
    
    
    $
    1,097
    
    
    $
    (5,228
    )
    
    $
    21,378
 
 *
    
    Includes externally generated revenue of $4.4 million, primarily from consulting services,
and an internally generated loss of $3.8 million from the funds management unit Fixed asset expenditures
    
    $
    1,169
    
    
    $
    728
    
    
    $
    545
    
    
    $
    
    
    
    $
    57
    
    
    $
    788
    
    
    $
    3,287Total loans at period end
    
    
    876,085
    
    
    
    759,389
    
    
    
    282,846
    
    
    
    227,237
    
    
    
    66,275
    
    
    
    
    
    
    
    2,211,832Total assets at period end
    
    
    883,156
    
    
    
    759,837
    
    
    
    294,927
    
    
    
    230,109
    
    
    
    71,843
    
    
    
    324,426
    
    
    
    2,564,298Total deposits at period end
    
    
    1,278,954
    
    
    
    127,053
    
    
    
    120,754
    
    
    
    
    
    
    
    1,346
    
    
    
    530,472
    
    
    
    2,058,579
 64




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For the Year Ended December 31, 2006Oklahoma
    
    Texas
    
    Kansas
    
    Other States
    
    Secondary
    
    Other
    
    Total(Dollars in thousands)
    
    Banking
    
    Banking
    
    Banking
    
    Banking
    
    Market
    
    Operations *
    
    CompanyNet interest income
    
    $
    49,013
    
    
    $
    19,496
    
    
    $
    8,109
    
    
    $
    6,574
    
    
    $
    9,555
    
    
    $
    205
    
    
    $
    92,952Provision for loan losses
    
    
    7,758
    
    
    
    2,963
    
    
    
    1,466
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,187Noninterest income
    
    
    8,035
    
    
    
    1,084
    
    
    
    (254
    )
    
    
    90
    
    
    
    3,679
    
    
    
    4,028
    
    
    
    16,662Noninterest expenses
    
    
    27,994
    
    
    
    10,054
    
    
    
    5,608
    
    
    
    1,770
    
    
    
    4,141
    
    
    
    6,454
    
    
    
    56,021Income before taxes
    
    
    21,296
    
    
    
    7,563
    
    
    
    781
    
    
    
    4,894
    
    
    
    9,093
    
    
    
    (2,221
    )
    
    
    41,406Taxes on income
    
    
    7,627
    
    
    
    2,776
    
    
    
    280
    
    
    
    1,780
    
    
    
    3,311
    
    
    
    (365
    )
    
    
    15,409Net income
    
    $
    13,669
    
    
    $
    4,787
    
    
    $
    501
    
    
    $
    3,114
    
    
    $
    5,782
    
    
    $
    (1,856
    )
    
    $
    25,997
 *
    
    Includes externally generated revenue of $4.7 million, primarily from consulting services,
and an internally generated loss of $442,000 from the funds management unit Fixed asset expenditures
    
    $
    455
    
    
    $
    425
    
    
    $
    83
    
    
    $
    
    
    
    $
    
    
    
    $
    1,952
    
    
    $
    2,915Total loans at period end
    
    
    790,347
    
    
    
    446,749
    
    
    
    190,983
    
    
    
    174,647
    
    
    
    188,464
    
    
    
    
    
    
    
    1,791,190Total assets at period end
    
    
    793,593
    
    
    
    449,898
    
    
    
    192,020
    
    
    
    177,649
    
    
    
    201,131
    
    
    
    356,337
    
    
    
    2,170,628Total deposits at period end
    
    
    1,161,549
    
    
    
    102,909
    
    
    
    57,694
    
    
    
    
    
    
    
    763
    
    
    
    442,696
    
    
    
    1,765,611
 25. Parent Company Condensed Financial Information
  At December 31,(Dollars in thousands)
    
    2008
    
    2007Statements of Financial ConditionAssets:Cash and due from banks
    
    $
    48,086
    
    
    $
    3,384Investment in subsidiary banks
    
    
    338,454
    
    
    
    243,693Investments in other subsidiaries
    
    
    10,153
    
    
    
    7,564Investment securities, available for sale
    
    
    888
    
    
    
    12,971Other assets
    
    
    4,063
    
    
    
    1,490Total
    
    $
    401,644
    
    
    $
    269,102Liabilities:Subordinated debentures
    
    $
    81,963
    
    
    $
    46,393Notes payable
    
    
    15,000
    
    
    
    2,500Other liabilities
    
    
    2,478
    
    
    
    2,600Shareholders Equity:Preferred stock and related accounts
    
    
    66,392
    
    
    
    Common stock and related accounts
    
    
    235,811
    
    
    
    217,609Total
    
    $
    401,644
    
    
    $
    269,102
 65




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For the Year Ended December 31,(Dollars in thousands)
    
    2008
    
    2007
    
    2006Statements of OperationsIncome:Cash dividends from subsidiaries
    
    $
    2,149
    
    
    $
    7,117
    
    
    $
    5,614Noninterest income
    
    
    995
    
    
    
    
    
    
    
    Investment income
    
    
    (275
    )
    
    
    389
    
    
    
    834Total income
    
    
    2,869
    
    
    
    7,506
    
    
    
    6,448Expense:Interest on subordinated debentures
    
    
    4,961
    
    
    
    3,894
    
    
    
    3,797Noninterest expense
    
    
    2,001
    
    
    
    2,492
    
    
    
    1,930Total expense
    
    
    6,962
    
    
    
    6,386
    
    
    
    5,727Total income (loss) before taxes and equity in
undistributed income of subsidiaries
    
    
    (4,093
    )
    
    
    1,120
    
    
    
    721Taxes on income
    
    
    (2,303
    )
    
    
    (2,036
    )
    
    
    (1,268
    )Income before equity in undistributed
income of subsidiaries
    
    
    (1,790
    )
    
    
    3,156
    
    
    
    1,989Equity in undistributed income of subsidiaries
    
    
    16,691
    
    
    
    18,222
    
    
    
    24,008Net income
    
    $
    14,901
    
    
    $
    21,378
    
    
    $
    25,997
 For the Year Ended December 31,(Dollars in thousands)
    
    2008
    
    2007
    
    2006Statements of Cash FlowsOperating activities:Net income
    
    $
    14,901
    
    
    $
    21,378
    
    
    $
    25,997Equity in undistributed income of subsidiaries
    
    
    (16,691
    )
    
    
    (18,222
    )
    
    
    (24,008
    )Other, net
    
    
    (2,548
    )
    
    
    1,343
    
    
    
    203Net cash provided by (used in) operating activities
    
    
    (4,338
    )
    
    
    4,499
    
    
    
    2,192Investing activities:Available for sale securities:Purchases
    
    
    (2
    )
    
    
    (35
    )
    
    
    (1,039
    )Sales / Maturities
    
    
    12,124
    
    
    
    13,124
    
    
    
    5,005Capital contribution to Banks
    
    
    (77,000
    )
    
    
    (15,510
    )
    
    
    (5,000
    )Investment in/capital contribution to other subsidiaries
    
    
    (1,070
    )
    
    
    
    
    
    
    (100
    )Return of capital/advances from other subsidiaries
    
    
    
    
    
    
    450
    
    
    
    Net cash used in investing activities
    
    
    (65,948
    )
    
    
    (1,971
    )
    
    
    (1,134
    )Financing activities:Net increase in short-term borrowings
    
    
    12,500
    
    
    
    2,500
    
    
    
    Net proceeds from issuance of common stock
    
    
    2,380
    
    
    
    1,460
    
    
    
    2,323Proceeds from issuance of subordinated debentures
    
    
    35,570
    
    
    
    
    
    
    
    Proceeds from issuance of preferred stock
    
    
    70,000
    
    
    
    
    
    
    
    Preferred stock dividend
    
    
    (243
    )
    
    
    
    
    
    
    Common stock dividends
    
    
    (5,219
    )
    
    
    (5,145
    )
    
    
    (4,559
    )Net cash provided by (used in) financing activities
    
    
    114,988
    
    
    
    (1,185
    )
    
    
    (2,236
    )Net increase (decrease) in cash and cash equivalents
    
    
    44,702
    
    
    
    1,343
    
    
    
    (1,178
    )Cash and cash equivalents,
Beginning of year
    
    
    3,384
    
    
    
    2,041
    
    
    
    3,219End of year
    
    $
    48,086
    
    
    $
    3,384
    
    
    $
    2,041
 66




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26. Selected Quarterly Financial Data (Unaudited)
 For the Quarter Ended(Dollars in thousands, except per share data)
    
    12-31-08
    
    09-30-08
    
    06-30-08
    
    03-31-08Operations DataInterest income
    
    $
    38,895
    
    
    $
    40,994
    
    
    $
    39,931
    
    
    $
    42,974Interest expense
    
    
    16,481
    
    
    
    17,806
    
    
    
    17,647
    
    
    
    21,141Net interest income
    
    
    22,414
    
    
    
    23,188
    
    
    
    22,284
    
    
    
    21,833Provision for loan losses
    
    
    6,698
    
    
    
    6,855
    
    
    
    3,190
    
    
    
    2,236Gain on sales of securities and loans
    
    
    324
    
    
    
    551
    
    
    
    606
    
    
    
    2,085Noninterest income
    
    
    3,105
    
    
    
    3,511
    
    
    
    3,353
    
    
    
    2,603Noninterest expenses
    
    
    13,793
    
    
    
    16,533
    
    
    
    16,332
    
    
    
    15,830Income before taxes
    
    
    5,352
    
    
    
    3,862
    
    
    
    6,721
    
    
    
    8,455Taxes on income
    
    
    2,127
    
    
    
    1,556
    
    
    
    2,559
    
    
    
    3,247Net income
    
    $
    3,225
    
    
    $
    2,306
    
    
    $
    4,162
    
    
    $
    5,208Per Share DataBasic earnings per common share
    
    $
    0.21
    
    
    $
    0.16
    
    
    $
    0.29
    
    
    $
    0.36Diluted earnings per common share
    
    
    0.20
    
    
    
    0.16
    
    
    
    0.28
    
    
    
    0.36Dividends declared per common share
    
    
    0.0950
    
    
    
    0.0950
    
    
    
    0.0950
    
    
    
    0.0950Weighted average common shares outstandingBasic
    
    
    14,450,733
    
    
    
    14,527,893
    
    
    
    14,526,038
    
    
    
    14,413,686Diluted
    
    
    14,673,616
    
    
    
    14,676,082
    
    
    
    14,680,262
    
    
    
    14,608,190
 For the Quarter Ended(Dollars in thousands, except per share data)
    
    12-31-07
    
    09-30-07
    
    06-30-07
    
    03-31-07Operations DataInterest income
    
    $
    46,297
    
    
    $
    45,201
    
    
    $
    42,540
    
    
    $
    43,030Interest expense
    
    
    22,761
    
    
    
    21,495
    
    
    
    19,928
    
    
    
    20,287Net interest income
    
    
    23,536
    
    
    
    23,706
    
    
    
    22,612
    
    
    
    22,743Provision for loan losses
    
    
    2,515
    
    
    
    2,305
    
    
    
    2,168
    
    
    
    1,959Gain on sales of securities and loans
    
    
    788
    
    
    
    656
    
    
    
    2,719
    
    
    
    760Noninterest income
    
    
    3,283
    
    
    
    2,970
    
    
    
    2,706
    
    
    
    2,551Noninterest expenses
    
    
    17,622
    
    
    
    16,006
    
    
    
    14,747
    
    
    
    16,733Income before taxes
    
    
    7,470
    
    
    
    9,021
    
    
    
    11,122
    
    
    
    7,362Taxes on income
    
    
    2,949
    
    
    
    3,505
    
    
    
    4,281
    
    
    
    2,862Net income
    
    $
    4,521
    
    
    $
    5,516
    
    
    $
    6,841
    
    
    $
    4,500Per Share DataBasic earnings per common share
    
    $
    0.32
    
    
    $
    0.38
    
    
    $
    0.48
    
    
    $
    0.32Diluted earnings per common share
    
    
    0.31
    
    
    
    0.38
    
    
    
    0.47
    
    
    
    0.31Dividends declared per common share
    
    
    0.0925
    
    
    
    0.0925
    
    
    
    0.0925
    
    
    
    0.0925Weighted average common shares outstandingBasic
    
    
    14,353,910
    
    
    
    14,335,008
    
    
    
    14,299,111
    
    
    
    14,263,698Diluted
    
    
    14,584,878
    
    
    
    14,612,732
    
    
    
    14,644,863
    
    
    
    14,642,913
 67




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27. Accounting Standard Issued But Not Yet Adopted
 Business
Combinations (Revised 2007) Business
Combinations Accounting for Contingencies
 Noncontrolling
Interest in Consolidated Financial Statements, an amendment of ARB Statement No. 51 Consolidated Financial
Statements
 Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133
 The Hierarchy of
Generally Accepted Accounting Principles The Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles
 68




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OTHER MATERIAL REQUIRED BY FORM 10-K
 
 Business
 General
  Products and Services
 SNB DirectBanker®,
 Strategic Focus
 SNB DirectBanker®
 69




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##### Table of Contents



Organization
  Banking Segments
 Oklahoma Banking Segment
 Texas Banking Segment
 Kansas Banking Segment
 Other States Banking Segment
 Secondary Market Segment
 70




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##### Table of Contents



Support and Control Functions SNB DirectBanker®
  Banking Offices and Geographic Markets
   Competition
  71




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##### Table of Contents



Regulation, Supervision, and Governmental Policy
  Bank Holding Company Regulation.
 72




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##### Table of Contents



National Bank Regulation
 73




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##### Table of Contents



State Non-Member Bank Regulation
   Limits on Loans to One Borrower.
 Transactions with Affiliates
 74




---



##### Table of Contents



Real Estate Lending Guidelines
 Federal Deposit Insurance
 Regulatory Capital Requirements
   75




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##### Table of Contents



Brokered Deposits
 76




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##### Table of Contents



Supervision and Regulation of Mortgage Banking Operations
 Community Reinvestment
 Bank Secrecy Act
 77




---



##### Table of Contents



Sarbanes-Oxley Act of 2002
 Capital Purchase Program.
  Temporary Liquidity Guarantee Program.
 78




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##### Table of Contents



Other Laws and Regulations
 Enforcement Actions
 Employees
  79




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Board of Directors of Southwest Bancorp, Inc. and Stillwater National Bank & Trust Company
 Robert B. Rodgers, Chairman of the Board
    
    President, Bob Rodgers Motor CompanyRick Green, Vice Chairman of the Board
    
    President and Chief Executive Officer
Southwest and Stillwater NationalJames E. Berry II
    
    Owner, Shading ConceptsTom D. Berry
    
    Auctioneer, Real Estate Broker, Oil & Gas ExplorationJoe Berry Cannon
    
    Assistant Professor of Management, Oral Roberts
University School of BusinessJohn Cohlmia
    
    Real Estate Broker, Grubb & Ellis/Levy BeffortDavid S. Crockett Jr., CPA
    
    Owner, David S. Crockett & Co., CPAsJ. Berry Harrison
    
    Oklahoma State Senator (retired) and RancherJames M. Johnson
    
    Self-employed Small Business OwnerDavid P. Lambert
    
    Chairman of the Board, Lambert Construction CompanyLinford R. Pitts
    
    President, Stillwater Transfer & Storage, Inc.Russell W. Teubner
    
    Founder and Chief Executive Officer,
HostBridge TechnologyBoard of Directors of Bank of KansasRobert B. Rodgers, Chairman of the Board
    
    President, Bob Rodgers Motor CompanyRick Green, Vice Chairman of the Board
    
    President and Chief Executive Officer
Southwest and Stillwater NationalPatrick L. Gearhart
    
    President, Wichita Division of SNB KansasD. Densmore Hart
    
    Chairman, Hart Capital, LLCJerry Lanier
    
    President and Chief Executive Officer, SNB Kansas;
Executive Vice President and Chief Lending Officer of
Stillwater NationalDavid Lesperance
    
    President, Hutchinson Division of SNB KansasAnthony W. Martin
    
    Retired DentistDavid W. Pitts
    
    Executive Vice President and Regional Director, SNB
Kansas; Senior Vice President of Stillwater NationalDouglas J. Watts
    
    President, Kansas City Division of Stillwater National
 80




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Board of Directors of SNB Bank of Wichita
 
 Executive Officers
  Name
    
    
    Age
    
    
    PositionRobert H. Beuttas
    
    
    53
    
    
    President, SNB Bank of Dallas-Preston Center Division of Stillwater National*Priscilla Barnes
    
    
    52
    
    
    Senior Vice President, Regulatory Risk Management of Stillwater NationalKerby E. Crowell
    
    
    59
    
    
    Executive Vice President, Chief Financial Officer, and Secretary of Southwest and Stillwater
National; Secretary of SNB KansasJohn T. Danielson
    
    
    50
    
    
    President, SNB Bank of San Antonio Division of Stillwater NationalDavid Dietz
    
    
    53
    
    
    Executive Vice President and Chief Information Officer of Stillwater NationalHal E. Fudge
    
    
    49
    
    
    President, Healthcare Lending Division of Stillwater NationalPatrick L. Gearhart
    
    
    40
    
    
    President, Wichita Division of SNB KansasAllen Glenn
    
    
    39
    
    
    President, Business Consulting Group, Inc. and Executive Vice President of Stillwater
NationalSteven M. Gobel
    
    
    57
    
    
    Executive Vice President, Chief Accounting and Controls Officer and Associate Chief
Financial Officer of Southwest and Stillwater NationalRex E. Horning
    
    
    57
    
    
    President, Stillwater Division of Stillwater NationalJerry L. Lanier
    
    
    60
    
    
    Executive Vice President and Chief Lending Officer of Stillwater National; Chief Executive
Officer of SNB KansasDavid Lesperance
    
    
    52
    
    
    President, Hutchinson Division of SNB KansasLen McLaughlin
    
    
    56
    
    
    President, SNB Bank of Dallas-Frisco Division of Stillwater NationalJ. Randall Mills
    
    
    54
    
    
    President, Healthcare Strategic Support, Inc.Jason D. Osborn
    
    
    38
    
    
    President, Oklahoma City Division of Stillwater NationalJohn W. Osborne
    
    
    58
    
    
    President, Edmond Division of Stillwater NationalSteven M. Peterson
    
    
    44
    
    
    President, SNB Bank of Austin Division of Stillwater National
 81




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Name
    
    
    Age
    
    
    PositionDavid W. Pitts
    
    
    48
    
    
    Executive Vice President and Regional Director, SNB Kansas; Senior Vice President
of Stillwater National*Jerry Rackley
    
    
    47
    
    
    Executive Director, Corporate Marketing of Stillwater NationalKimberly G. Sinclair
    
    
    53
    
    
    Executive Vice President and Chief Administrative Officer of Stillwater NationalDouglas J. Watts
    
    
    59
    
    
    President, Kansas City Division of Stillwater NationalCharles H. Westerheide
    
    
    60
    
    
    Executive Vice President and Treasurer of Southwest and Stillwater NationalDavid L. York
    
    
    62
    
    
    President, Tulsa Division of Stillwater National
 
 *
    
    Advisor to the Executive Officers  Robert H. Beuttas
 Kerby E. Crowell
 John T. Danielson
 David Dietz
 82




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Hal E. Fudge
 Patrick L. Gearhart Wichita Business Journal
 Allen Glenn
 Steven M. Gobel
 Rex E. Horning
 Jerry L. Lanier
 83




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##### Table of Contents



David Lesperance
 Len McLaughlin
 J. Randall Mills
 Jason D. Osborn
 John W. Osborne
 84




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##### Table of Contents



Steven M. Peterson
 David W. Pitts
 Kimberly G. Sinclair
 Douglas J. Watts
 Charles H. Westerheide
 David L. York
 85




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86




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RISK FACTORS
 Investing in our common stock involves risks. You should carefully consider the following risk
factors before you decide to make an investment decision regarding our stock. The risk factors may
cause our future earnings to be lower or our financial condition to be less favorable than we
expect. In addition, other risks of which we are not aware, or which we do not believe are
material, may cause earnings to be lower, or may hurt our financial condition. You should also
consider the other information in this Annual Report on Form 10-K , as well as in the documents
incorporated by reference into it.
 Difficult and unsettled market conditions have affected our profits and loan quality, and may
continue to do so for an unknown period.
  
    
    There may be less demand for our products and services.
    
    Competition in our industry could intensify as a result of increased consolidation of
the banking industry.
    
    It may become more difficult to estimate losses inherent in our loan portfolio.
    
    Loan delinquencies and problem assets may increase.
    
    Collateral for loans may decline in value, increasing loan to value ratios and reducing
our customers borrowing power and the security for our loans.
    
    Deposits and borrowings may become even more expensive relative to yields on loans and
securities, further reducing our net interest margin, and making it more difficult to
maintain adequate sources of liquidity.
    
    Asset based liquidity, which depends upon the marketability of assets such as student
loans and mortgages, may be reduced.
    
    Weak market conditions for banking industry securities may continue to make it
unattractive or impractical to raise funds through equity offerings.
    
    Compliance with new banking regulations enacted in connection with stimulus legislation
may increase our costs, limit our ability to pursue business opportunities, and impair our
ability to hire and retain talented managers.
 We may be unable to execute our growth strategy.
    87




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Changes in interest rates and other factors beyond our control may adversely affect our earnings
and financial condition.
   Changes in local economic conditions could adversely affect our business.
  Adverse changes in healthcare-related businesses could lead to slower loan growth and higher levels
of problem loans and charge-offs.
  88




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Our allowance for loan losses may not be adequate to cover our actual loan losses, which could
adversely affect our earnings.
   Unseasoned loans may increase the risk of credit defaults in the future.
  We use wholesale funding sources to supplement our core deposits, which exposes us to liquidity
risk and potential earnings volatility or other adverse effects if we are unable to secure adequate
funding.
  89




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We rely on our management and other key personnel, and the loss of any of them may adversely affect
our operations.
  The market price for our common stock may be highly volatile.
  
    
    Variations in our anticipated or actual operating results or the results of our
competitors;
    
    Changes in investors or analysts perceptions of the risks and conditions of our
business;
    
    The size of the public float of our common stock;
    
    Regulatory developments;
    
    The announcement of acquisitions or new branch locations by us or our competitors;
    
    Market conditions; and
    
    General economic conditions.
 Competition may decrease our growth or profits.
  Government regulation significantly affects our business.
   90




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Our ability to pay dividends is limited by law and contract.
  Restrictions on unfriendly acquisitions could prevent a takeover.
    Future sales of our common stock or other securities may dilute the value of our common stock.
   91




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Availability of Filings
  92




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Properties
  Southwest Bancorp, Inc.Corporate Headquarters608 S. Main StreetP.O. Box 1988
    
    Stillwater, Oklahoma 74076
    
    405-742-1800www.oksb.comBusiness Consulting Group, Inc.1624 Cimarron Plaza*P.O. Box 1988
    
    Stillwater, Oklahoma 74076
    
    405-372-2234Healthcare Strategic Support, Inc.2431 E. 61st, Suite 170*P.O. Box 521500
    
    Tulsa, Oklahoma 74152
    
    918-523-3690Bank of Kansas LocationsCorporate Headquarters524 N. Main Street
    
    South Hutchinson, Kansas 67505
    
    620-728-3000www.bankofkansas.comNorth hutchinson100 East 30th Avenue
    
    Hutchinson, Kansas 67502
    
    620-728-3000Wichita8415 E. 21st Street North, Suite 150*
    
    Wichita, Kansas 67206
    
    316-315-1600Stillwater National Bank & Trust Company LocationsCorporate Headquarters608 S. Main StreetP.O. Box 1988
    
    Stillwater, Oklahoma 74076
    
    405-372-2234www.banksnb.comDrive-in Facility308 S. Main StreetP.O. Box 1988
    
    Stillwater, Oklahoma 74076
    
    405-372-2234Operations Center1624 Cimarron Plaza*P.O. Box 1988
    
    Stillwater, Oklahoma 74076
    
    405-372-2234OSU Campus Branch Bank1102 W. Hall of Fame Avenue*P.O. Box 1988
    
    Stillwater, Oklahoma 74076
    
    405-372-2234Waterford Branch6301 Waterford Blvd., Suite 101*
    
    Oklahoma City, Oklahoma 73118
    
    405-427-4000South OKC Branch8101
S. Walker Ave., Suite B
    
    Oklahoma City, Oklahoma 73139
    
    405-427-4000
 93




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##### Table of Contents



Edmond Branch1440 S. Bryant Avenue*
    
    Edmond, Oklahoma 73034
    
    405-427-4000Chickasha Branch500 W. Grand Avenue
    
    Chickasha, Oklahoma 73018
    
    405-427-3100Tulsa Utica Branch1500 S. Utica AvenueP.O. Box 521500
    
    Tulsa, Oklahoma 74152
    
    918-523-3600Tulsa 61st Branch2431 E. 61st, Suite 170*P.O. Box 521500
    
    Tulsa, Oklahoma 74152
    
    918-523-3600SNB McMullen Bank-Tilden Branch205 Elm StreetP.O. Drawer 299
    
    Tilden, Texas 78072
    
    361-274-3391SNB Bank of Dallas5300 Town and Country Blvd., Suite 100*
    
    Frisco, Texas 75034
    
    972-624-2900SNB Bank of Dallas-Preston Center5950 Berkshire Lane, Suite 350*
    
    Dallas, Texas 75225
    
    972-624-2900SNB Bank of Austin3900 N. Capital of Texas HWY, Suite 100*
    
    Austin, Texas 78746
    
    512-314-6700SNB Bank of San Antonio-Stone Oak Branch777 E. Sonterra Blvd, Suite 190*
    
    San Antonio, Texas 78258
    
    210-442-6100SNB Bank of San Antonio-Medical Hill Branch9324 Huebner Road
    
    San Antonio, Texas 78240
    
    210-442-6100Stillwater National Bank Loan Production Office10111 Richmond Avenue, Suite 132*
    
    Houston, Texas 77042
    
    713-268-8900Stillwater National Bank Loan Production Office11350 Tomahawk Creek Parkway*Suite 100
    
    Leawood, Kansas 66211
    
    913-906-4400OUHSC Loan Production Office1106 N. Stonewall*
    
    Oklahoma City, Oklahoma 73117
    
    405-271-3113OSU-Stillwater Marketing OfficeStudent Union, Room 150*P.O. Box 1988
    
    Stillwater, Oklahoma 74076
    
    405-744-5962
 
 *
    
    Leased from third parties. Other properties are owned. 94




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PART IV
 
  Documents Filed as Part of this Report
 Financial Statements
 
      Financial Statement Schedules
 Exhibits
 No.
    
    Exhibit3.1
    
    Amended and Restated Certificate of Incorporation of Southwest Bancorp, Inc.
(incorporated by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q for the quarter
ended June 30, 2008)3.2
    
    Bylaws of Southwest Bancorp, Inc., as amended (incorporated by reference to Exhibit
3.2 to Current Report on Form 8-K filed November 19, 2007)4.1
    
    Rights Agreement, dated as of April 22, 1999, between Southwest Bancorp, Inc. and
Harris Trust & Savings Bank, as rights agent and Form of Certificate of Designations
setting forth terms of Class B, Series 1 Preferred Stock of Southwest Bancorp, Inc.
referred to in the rights agreement (incorporated by reference to Exhibits 1 and 2 to
Current Report on Form 8-K dated April 22, 1999)4.2
    
    Amendment No. 1 to Rights Agreement, dated as of December 2, 2008, between Southwest
Bancorp, Inc. and Computershare Trust Company, N.A., as rights agent
(incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed
December 8, 2008)4.3
    
    Certificate of Designations for Fixed Rate Cumulative Perpetual Preferred Stock,
Series B (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed
December 8, 2008)4.4
    
    Letter Agreement, dated as of December 5, 2008, between Southwest Bancorp, Inc. and
the United States Department of Treasury (incorporated by reference to Exhibit 10.1 to
Current Report on Form 8-K filed December 8, 2008)* 10.1
    
    Southwest Bancorp, Inc. Employee Stock Purchase Plan
(incorporated by reference to Exhibit 4.1 to Registration
Statement on Form S-8 (File No. 33-97850))* 10.2
    
    Southwest Bancorp, Inc. and Affiliates Amended and Restated
Severance Compensation Plan (incorporated by reference to
Exhibit 10.6 to Current Report on Form 8-K filed January 2,
2008)* 10.3
    
    Southwest Bancorp, Inc. 1994 Stock Option Plan (incorporated
by reference to Exhibit 10.3 to Annual Report on Form 10-K
for the fiscal year ended December 31, 1993)* 10.4
    
    Southwest Bancorp, Inc. 1999 Stock Option Plan as Amended
and Restated (incorporated by reference to Exhibit 10 to
Quarterly Report on Form 10-Q for the quarter ended June 30,
2007)
 95




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##### Table of Contents



No.
    
    Exhibit* 10.5
    
    Stillwater National Bank and Trust Company 2002 and 2003
Deferred Compensation Plans (incorporated by reference to
Exhibit 10.5 to Annual Report on Form 10-K for the fiscal
year ended December 31, 2002)* 10.6
    
    Stillwater National Bank and Trust Company Amended and
Restated Supplemental Profit Sharing Plan for Rick Green
(incorporated by reference to Exhibit 10.3 to Current Report
on Form 8-K filed January 2, 2008)* 10.7
    
    Stillwater National Bank and Trust Company Amended and
Restated Supplemental Profit Sharing Plan for Kerby E.
Crowell (incorporated by reference to Exhibit 10.4 to
Current Report on Form 8-K filed January 2, 2008)* 10.8
    
    Stillwater National Bank and Trust Company Amended and
Restated Supplemental Profit Sharing Plan for Jerry L.
Lanier (incorporated by reference to Exhibit 10.5 to Current
Report on Form 8-K filed January 2, 2008)10.9
    
    Indemnification Agreements by and between Southwest Bancorp, Inc. and James E. Berry
II, Thomas D. Berry, Joe Berry Cannon, J. Berry Harrison, Erd M. Johnson, David P.
Lambert, Linford R. Pitts, Robert B. Rodgers, Russell W. Teubner, John Cohlmia, and
Anthony W. Martin (incorporated by reference to Exhibit 10.9 to Annual Report on Form 10-K
for the fiscal year ended December 31, 2005)10.10
    
    Indemnification Agreements by and between Southwest Bancorp, Inc. and Rick Green,
Kerby E. Crowell, David Dietz, Allen Glenn, Steve Gobel, Steven N. Hadley, Jerry L.
Lanier, Randy Mills, Kimberly Sinclair, Kay Smith, and Charles H. Westerheide
(incorporated by reference to Exhibit 10.10 to Annual Report on Form 10-K for the fiscal
year ended December 31, 2005)10.11
    
    Indemnification Agreements by and between Southwest Bancorp, Inc. and David S.
Crockett, Jr. (incorporated by reference to Exhibit 10(a) to Quarterly Report on Form 10-Q
for the quarter ended September 30, 2006)10.12
    
    Indemnification Agreements by and between Southwest Bancorp, Inc. and James M.
Johnson (incorporated by reference to Exhibit 10(b) to Quarterly Report on Form 10-Q for
the quarter ended September 30, 2006)* 10.13
    
    2007 Directors Deferred Compensation Plan by and between
Southwest Bancorp, Inc. and James M. Johnson (incorporated
by reference to Exhibit 10 to Current Report on Form 8-K
dated December 28, 2006)* 10.14
    
    Amendment to 2007 Directors Deferred Compensation Plan by
and between Southwest Bancorp, Inc. and James M. Johnson
(incorporated by reference to Exhibit 10.1 to Current
Report on Form 8-K filed January 2, 2008)10.15
    
    Audit Committee Financial Expert Agreement by and between Southwest Bancorp, Inc.
and David S. Crockett, Jr. (incorporated by reference to Exhibit 10.15 to Annual Report on
Form 10-K for the fiscal year ended December 31, 2006)* 10.16
    
    2008 Directors Deferred Compensation Plan by and
between Southwest Bancorp, Inc. and James M. Johnson
(incorporated by reference to Exhibit 10.2 to Current
Report on Form 8-K filed January 2, 2008)* 10.17
    
    Southwest Bancorp, Inc. 2008 Stock Based Award Plan
(incorporated by reference to Exhibit 10.1 to
Quarterly Report on Form 10-Q for the quarter ended
June 30, 2008)* 10.18
    
    Southwest Bancorp, Inc. Form of Restricted Stock
Agreement Amendments (incorporated by reference to
Exhibit 10.2 to Quarterly Report on Form 10-Q for the
quarter ended June 30, 2008)* 10.19
    
    Southwest Bancorp, Inc. Form of Omnibus Compensation
Compliance Agreement and Waivers dated December 5,
200821
    
    Subsidiaries of the Registrant23
    
    Consent of Registered Public Accounting Firm24
    
    Power of Attorney31(a), (b)
    
    Rule 13a-14(a)/15d-14(a) Certifications32(a), (b)
    
    18 U.S.C. Section 1350 Certifications
 
 *
    
    Management contract or compensatory plan or arrangement required to be filed pursuant to Item
14(c) of Form 10-K. 96




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SIGNATURES
  SOUTHWEST BANCORP, INC.March 5, 2009

by:
/s/ Rick GreenRick GreenChief Executive Officer  /s/ Rick Green

Rick Green
    
    March 5, 2009Director and Chief Executive Officer(Principal Executive Officer)/s/ Kerby E. Crowell
    
    March 5, 2009Kerby E. CrowellExecutive Vice President,Chief Financial Officer and Secretary(Principal Financial andAccounting Officer)
  By:
    
    /s/ Rick
GreenRick GreenAttorney-in-Fact for Majority of theDirectors of Southwest
 97