##### 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, 2010
 Commission File Number 0-23064
 SOUTHWEST BANCORP, INC.
  Oklahoma
    
    73-1136584(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 608 South Main Street, Stillwater, Oklahoma
    
    74074(Address of principal executive office)
    
    (Zip Code)
 : (405) 742-1800
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on which RegisteredCommon Stock, par value $1.00 per share
    
    The NASDAQ Stock Market
 Securities registered pursuant to Section 12(g) of the Act:
 o þ
 o þ
 þ o
 o 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
   Documents Incorporated by Reference
 Part III: Portions of the definitive Proxy Statement relating to registrants Annual Meeting of
Shareholders, to be held on April 28, 2011, are incorporated by reference to the extent
described therein.
 *
    
    The registrant is required to file reports pursuant to Section 13 of the Act.




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##### 



SOUTHWEST BANCORP, INC.
 IndexForward-Looking Statements
    
    
    2Form 10-K Cross Reference Sheet of Material Incorporated by Reference
    
    
    2Southwest Bancorp, Inc.
    
    
    4About this Report
    
    
    4Five Year Summary of Selected Financial Data
    
    
    5Securities Listing, Prices, and Dividends
    
    
    7Managements Discussion and Analysis of Financial Conditions and Results of Operations
    
    
    9Quantitative and Qualitative Disclosures about Market Risk
    
    
    30Controls and Procedures
    
    
    32Reports of Independent Registered Public Accounting Firm
    
    
    34Consolidated Financial Statements and Supplementary Data
    
    
    35Other Material Required by Form 10-K
    
    
    77Business
    
    
    77Board of Directors of Southwest Bancorp, Inc. and Stillwater National Bank & Trust Company
    
    
    87Board of Directors of Bank of Kansas
    
    
    87Executive Officers
    
    
    88Risk Factors
    
    
    90Properties
    
    
    99Exhibits and Financial Statement Schedules
    
    
    101Signatures
    
    
    104EX-21EX-23EX-24EX-31.AEX-31.BEX-32.AEX-32.BEX-99.AEX-99.B
  1




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##### Table of Contents



Forward-Looking Statements
  
 Form 10-K Cross Reference Sheet of Material Incorporated by Reference
  Item of Form 10-K
    
    LocationPart IItem 1.
    
    Business
    
    Forward-Looking Statements on page 2, About this
Report on page 4, and Business on pages 77 through
86.Item 1A.
    
    Risk Factors
    
    Risk Factors on pages 90 through 97.Item 1B.
    
    Unresolved Staff Comments
    
    None.Item 2.
    
    Properties
    
    Properties on pages 99 through 101.Item 3.
    
    Legal Proceedings
    
    Note 16 Commitments and Contingencies on page 72.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 2010.PART IIItem 5.
    
    Market for Registrants
Common Equity, Related
Stockholder Matters, and
Issuer Purchases of
Equity Securities
    
    Securities Listing, Prices, and Dividends on page 7.Item 6.
    
    Selected Financial Data
    
    Five Year Summary of Selected Financial Data on pages 5 and 6.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 9
through 30.Item 7A.
    
    Quantitative and
Qualitative Disclosures
about Market Risk
    
    Quantitative and Qualitative Disclosures about
Market Risk on pages 30 through 32.Item 8.
    
    Financial Statements and
Supplementary Data
    
    Pages 35 through 76.
 2




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##### Table of Contents



Item 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 page 32.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 2010.Part IIIItem 10.
    
    Directors, Executive
Officers and
Corporate Governance
    
    The material labeled Election of Directors on
pages 3 through 7, Board Meetings and Committees and Board Leadership, Structure and Role in Oversight
on pages 7 through 10, Section 16(a) Beneficial Ownership Reporting Compliance
on page 32, Code of Ethics on page 34, Shareholder Proposals and
Communications on page 35, and Report of the Audit Committee on page 33 of the Proxy
Statement is incorporated by reference in this Report.Item 11.
    
    Executive Compensation
    
    The material labeled Director Compensation
on page 12, Executive Compensation on pages 27 through 31, Compensation Discussion and
Analysis on pages 15 through 23, and Compensation Committee Report on pages 24
through 26 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 13 and 14 and Owners of More than 5% of
Southwests Common Stock on page 14 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 8 of this report.Item 13.
    
    Certain Relationships
and Related
Transactions and
Director Independence
    
    The material labeled Director Independence on pages 10 and 11
and Certain Transactions on pages 31 and 32 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 32
and 33 of the Proxy Statement is incorporated
by reference in this Report.Part IVItem 15.
    
    Exhibits, Financial
Statement Schedules
 3




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Southwest Bancorp, Inc.
 SNB DirectBanker®.
        
 About this Report
  4




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##### Table of Contents



Five Year Summary of Selected Financial Data
  For the Year Ended December 31,(Dollars in thousands, except per share data)
    
    2010
    
    2009
    
    2008
    
    2007
    
    2006Operations DataInterest income
    
    $
    142,807
    
    
    $
    150,399
    
    
    $
    162,794
    
    
    $
    177,068
    
    
    $
    169,760Interest expense
    
    
    35,476
    
    
    
    51,708
    
    
    
    73,075
    
    
    
    84,471
    
    
    
    76,808Net interest income
    
    
    107,331
    
    
    
    98,691
    
    
    
    89,719
    
    
    
    92,597
    
    
    
    92,952Provision for loan losses
    
    
    35,560
    
    
    
    39,176
    
    
    
    18,979
    
    
    
    8,947
    
    
    
    12,187Gain on sales of loans and securities, net (1)
    
    
    2,736
    
    
    
    5,888
    
    
    
    3,566
    
    
    
    4,923
    
    
    
    3,689Noninterest income (2)
    
    
    15,828
    
    
    
    16,048
    
    
    
    12,572
    
    
    
    11,510
    
    
    
    12,973Noninterest expense (3)
    
    
    63,633
    
    
    
    60,858
    
    
    
    62,488
    
    
    
    65,108
    
    
    
    56,021Income before taxes
    
    
    26,702
    
    
    
    20,593
    
    
    
    24,390
    
    
    
    34,975
    
    
    
    41,406Taxes on income
    
    
    9,738
    
    
    
    7,611
    
    
    
    9,489
    
    
    
    13,597
    
    
    
    15,409Net income
    
    $
    16,964
    
    
    $
    12,982
    
    
    $
    14,901
    
    
    $
    21,378
    
    
    $
    25,997Net income available to common shareholders
    
    $
    12,777
    
    
    $
    8,837
    
    
    $
    14,658
    
    
    $
    21,378
    
    
    $
    25,997DividendsPreferred stock
    
    $
    3,500
    
    
    $
    3,500
    
    
    $
    243
    
    
    $
    
    
    
    $
    Common stock
    
    
    
    
    
    
    1,398
    
    
    
    5,519
    
    
    
    5,299
    
    
    
    4,681Ratio of total dividends to net income
    
    
    20.63
    %
    
    
    37.73
    %
    
    
    38.67
    %
    
    
    24.79
    %
    
    
    18.00
    %Per Common Share DataBasic earnings
    
    $
    0.71
    
    
    $
    0.60
    
    
    $
    1.01
    
    
    $
    1.49
    
    
    $
    1.84Diluted earnings
    
    
    0.71
    
    
    
    0.60
    
    
    
    1.00
    
    
    
    1.46
    
    
    
    1.79Cash dividends
    
    
    
    
    
    
    0.10
    
    
    
    0.38
    
    
    
    0.37
    
    
    
    0.33Book value (4)
    
    
    15.97
    
    
    
    16.46
    
    
    
    16.18
    
    
    
    15.16
    
    
    
    13.87Weighted average common shares outstanding:Basic, net of unvested restricted stock
    
    
    17,848,610
    
    
    
    14,625,847
    
    
    
    14,471,242
    
    
    
    14,291,041
    
    
    
    14,151,624Diluted, net of unvested restricted stock
    
    
    17,894,011
    
    
    
    14,689,517
    
    
    
    14,641,521
    
    
    
    14,606,149
    
    
    
    14,483,941Financial Condition Data (4)Investment securities
    
    $
    272,929
    
    
    $
    263,439
    
    
    $
    264,166
    
    
    $
    256,608
    
    
    $
    270,519Noncovered portfolio loans (5)
    
    
    2,331,293
    
    
    
    2,539,294
    
    
    
    2,494,506
    
    
    
    2,145,557
    
    
    
    1,602,726Loans held for sale (5)
    
    
    35,194
    
    
    
    43,134
    
    
    
    56,941
    
    
    
    66,275
    
    
    
    188,464Total noncovered loans (5) (6)
    
    
    2,366,487
    
    
    
    2,582,428
    
    
    
    2,551,447
    
    
    
    2,211,832
    
    
    
    1,791,190Covered portfolio loans (7)
    
    
    53,628
    
    
    
    85,405
    
    
    
    
    
    
    
    
    
    
    
    Interest-earning assets
    
    
    2,734,062
    
    
    
    3,015,915
    
    
    
    2,817,496
    
    
    
    2,478,429
    
    
    
    2,079,380Total assets
    
    
    2,820,541
    
    
    
    3,108,291
    
    
    
    2,879,762
    
    
    
    2,564,298
    
    
    
    2,170,628Interest-bearing deposits
    
    
    1,875,546
    
    
    
    2,267,901
    
    
    
    1,918,181
    
    
    
    1,801,512
    
    
    
    1,511,196Total deposits
    
    
    2,252,728
    
    
    
    2,592,730
    
    
    
    2,180,122
    
    
    
    2,058,579
    
    
    
    1,765,611Other borrowings
    
    
    94,602
    
    
    
    103,022
    
    
    
    295,138
    
    
    
    218,356
    
    
    
    138,094Subordinated debentures
    
    
    81,963
    
    
    
    81,963
    
    
    
    81,963
    
    
    
    46,393
    
    
    
    46,393Total shareholders equity (8)
    
    
    377,812
    
    
    
    309,778
    
    
    
    302,203
    
    
    
    217,609
    
    
    
    197,510Common shareholders equity
    
    
    310,088
    
    
    
    242,741
    
    
    
    235,811
    
    
    
    217,609
    
    
    
    197,510Financial RatiosReturn on average assets
    
    
    0.57
    %
    
    
    0.43
    %
    
    
    0.54
    %
    
    
    0.94
    %
    
    
    1.18
    %Return on average total shareholders equity
    
    
    4.72
    
    
    
    4.20
    
    
    
    6.40
    
    
    
    10.19
    
    
    
    13.99Return on average common equity
    
    
    4.37
    
    
    
    3.65
    
    
    
    6.44
    
    
    
    10.19
    
    
    
    13.99Net interest margin
    
    
    3.67
    
    
    
    3.38
    
    
    
    3.36
    
    
    
    4.20
    
    
    
    4.42Efficiency ratio (9)
    
    
    50.54
    
    
    
    50.45
    
    
    
    59.03
    
    
    
    59.72
    
    
    
    51.11Average assets per employee (10)
    
    $
    6,942
    
    
    $
    6,411
    
    
    $
    6,206
    
    
    $
    4,661
    
    
    $
    5,117
 5




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##### Table of Contents



Selected Financial Data (Continued)
 At December 31,(Dollars in thousands, except per share data)
    
    2010
    
    2009
    
    2008
    
    2007
    
    2006Asset QualityNet loan charge-offs (4)
    
    $
    32,744
    
    
    $
    16,536
    
    
    $
    8,790
    
    
    $
    6,656
    
    
    $
    8,706Net loan charge-offs to average portfolio loans
    
    
    1.29
    %
    
    
    0.63
    %
    
    
    0.37
    %
    
    
    0.37
    %
    
    
    0.59
    %Noncovered:Allowance for loan losses (4)
    
    $
    65,229
    
    
    $
    62,413
    
    
    $
    39,773
    
    
    $
    29,584
    
    
    $
    27,293Allowance for loan losses to portfolio loans
    
    
    2.80
    %
    
    
    2.46
    %
    
    
    1.59
    %
    
    
    1.38
    %
    
    
    1.70
    %Nonperforming loans (4) (11)
    
    $
    107,083
    
    
    $
    106,197
    
    
    $
    63,983
    
    
    $
    29,571
    
    
    $
    29,357Nonperforming loans to portfolio loans
    
    
    4.59
    %
    
    
    4.18
    %
    
    
    2.56
    %
    
    
    1.38
    %
    
    
    1.83
    %Allowance for loan losses to nonperforming loans
    
    
    60.91
    
    
    
    58.77
    
    
    
    62.16
    
    
    
    100.04
    
    
    
    92.97Nonperforming assets (4) (12)
    
    $
    144,805
    
    
    $
    124,629
    
    
    $
    70,075
    
    
    $
    32,250
    
    
    $
    31,230Nonperforming assets to portfolio loans and
other real estate
    
    
    6.11
    %
    
    
    4.87
    %
    
    
    2.80
    %
    
    
    1.50
    %
    
    
    1.95
    %Covered:Nonperforming loans (4) (7) (11)
    
    $
    10,806
    
    
    $
    13,458
    
    
    $
    
    
    
    $
    
    
    
    $
    Nonperforming loans to portfolio loans
    
    
    20.15
    %
    
    
    15.76
    %
    
    
    
    
    
    
    
    
    
    
    Nonperforming assets (4) (7) (12)
    
    $
    14,993
    
    
    $
    18,206
    
    
    $
    
    
    
    $
    
    
    
    $
    Nonperforming assets to portfolio loans and
other real estate
    
    
    25.93
    %
    
    
    20.19
    %
    
    
    
    
    
    
    
    
    
    
    Capital RatiosAverage shareholders equity to average assetsTotal
    
    
    11.99
    %
    
    
    10.34
    %
    
    
    8.49
    %
    
    
    9.21
    %
    
    
    8.47
    %Common
    
    
    9.74
    
    
    
    8.11
    
    
    
    8.30
    
    
    
    9.21
    
    
    
    8.47Tier I capital to risk-weighted assets (4) (13)
    
    
    17.78
    
    
    
    13.28
    
    
    
    13.01
    
    
    
    9.71
    
    
    
    12.25Total capital to risk-weighted assets (4) (13)
    
    
    19.06
    
    
    
    14.55
    
    
    
    14.26
    
    
    
    10.97
    
    
    
    13.50Leverage ratio (13)
    
    
    15.55
    
    
    
    12.42
    
    
    
    13.06
    
    
    
    10.23
    
    
    
    10.91
 
 (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.(2)
    
    Noninterest income in 2009 includes $3.3 million resulting from the gain on acquisition related to the FDIC-assisted acquisition.(3)
    
    Noninterest expense in 2007 includes $3.3 million resulting from the ATM-related write-off and associated legal fees and $713,000 in litigation and settlement costs related to VISA USA.(4)
    
    At period end.(5)
    
    Net of unearned discounts but before deduction of allowance for loan losses.(6)
    
    Total loans include loans held for sale.(7)
    
    These loans are covered by the FDIC loss share agreements, including the amount of expected reimbursements from the FDIC, and are shown net of unearned discounts. Please see Note 3
in the Notes to the
Consolidated Financial Statements.(8)
    
    Reflects the issuance of common stock through an offering in 2010 and preferred stock in 2008. Please see Capital Resources on page 27 and Note 10 in the Notes to the Consolidated Financial Statements.(9)
    
    The efficiency ratio = noninterest expense / (net interest income + total non interest income) as shown on the Consolidated Statements of Operations.(10)
    
    Ratio = average assets for year divided by the number of full-time equivalent employees at year-end.(11)
    
    Nonperforming loans consist of nonaccrual loans, loans contractually past due 90 days or more, and restructured loans not performing in accordance with restructured terms.(12)
    
    Nonperforming assets consist of nonperforming loans and other real estate.(13)
    
    2010 reflects the effects of capital raised through the public common stock offering and 2008 reflects the effects of capital raised through the sale of preferred securities.
  Please see Notes 8 and 10 in the Notes to the Consolidated Financial Statements. 6




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Securities Listing, Prices, and Dividends
 Stock Listing
   Transfer Agents and Registrars
 For Southwest Bancorp, Inc.:
Computershare Investor Services, LLC
2 North LaSalle St.
Chicago, IL 60602
    
    For Southwest Capital Trust II:
U.S. Bank Trust National Association
300 East Delaware Avenue
Wilmington, DE 19801
 Recent Stock Prices, Dividends, and Equity Compensation Plan Information
     2010
    
    
    
    
    
    
    
    
    
    2009Dividend
    
    
    
    
    
    
    
    
    
    DividendHigh
    
    Low
    
    Declared
    
    High
    
    Low
    
    DeclaredFor the Quarter Ending:March 31
    
    $
    10.00
    
    
    $
    5.96
    
    
    $
    
    
    
    $
    13.00
    
    
    $
    5.46
    
    
    $
    0.0238June 30
    
    
    16.20
    
    
    
    8.16
    
    
    
    
    
    
    
    10.61
    
    
    
    6.46
    
    
    
    0.0238September 30
    
    
    15.61
    
    
    
    11.08
    
    
    
    
    
    
    
    14.84
    
    
    
    8.43
    
    
    
    0.0238December 31
    
    
    13.61
    
    
    
    8.91
    
    
    
    
    
    
    
    14.28
    
    
    
    6.08
    
    
    
    0.0238
 7




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Stock Performance
  
 12/31/05
    
    12/31/06
    
    12/31/07
    
    12/31/08
    
    12/31/09
    
    12/31/10Southwest
    
    $
    100
    
    
    $
    141
    
    
    $
    94
    
    
    $
    69
    
    
    $
    37
    
    
    $
    66NASDAQ Bank Index
    
    
    100
    
    
    
    112
    
    
    
    89
    
    
    
    65
    
    
    
    54
    
    
    
    64NASDAQ Stock
Market Index (U.S.)
    
    
    100
    
    
    
    109
    
    
    
    119
    
    
    
    57
    
    
    
    83
    
    
    
    98
 Equity Compensation Plan Information
  Number ofsecuritiesavailable forfuture issuanceNumber of
    
    
    
    
    
    under equitysecurities to be
    
    Weighted average
    
    compensation plansissued upon
    
    exercise price of
    
    excludingexercise of
    
    outstanding
    
    securitiesoutstanding options
    
    options, warrants
    
    reflected in columnwarrants and rights
    
    and rights
    
    (a)Plan category
    
    (a)
    
    (b)
    
    (c)Plans approved by shareholders
    
    
    202,215
    
    
    $
    20.98
    
    
    
    747,994Plans not approved by shareholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    202,215
    
    
    $
    20.98
    
    
    
    747,994
 8




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##### Table of Contents



Managements Discussion and Analysis of Financial Conditions and Results of Operations
  Critical Accounting Policies
   Allowance for Loan Losses Contingencies Receivables: Subsequent Measurement
   9




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Goodwill and Intangible Assets
     Non-GAAP Financial Measures
  10




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##### Table of Contents



Executive Overview
    11




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##### Table of Contents



Results of Operations
   2010 Change
    

    2009 Change(Dollars in thousands, except per share data)
    
    2010
    
    From 2009
    
    2009
    
    From 2008
    
    2008Operations DataInterest income
    
    $
    142,807
    
    
    $
    (7,592
    )
    
    $
    150,399
    
    
    $
    (12,395
    )
    
    $
    162,794Interest expense
    
    
    35,476
    
    
    
    (16,232
    )
    
    
    51,708
    
    
    
    (21,367
    )
    
    
    73,075Net interest income
    
    
    107,331
    
    
    
    8,640
    
    
    
    98,691
    
    
    
    8,972
    
    
    
    89,719Provision for loan losses
    
    
    35,560
    
    
    
    (3,616
    )
    
    
    39,176
    
    
    
    20,197
    
    
    
    18,979Noninterest income
    
    
    18,564
    
    
    
    (3,372
    )
    
    
    21,936
    
    
    
    5,798
    
    
    
    16,138Noninterest expense
    
    
    63,633
    
    
    
    2,775
    
    
    
    60,858
    
    
    
    (1,630
    )
    
    
    62,488Income before taxes
    
    
    26,702
    
    
    
    6,109
    
    
    
    20,593
    
    
    
    (3,797
    )
    
    
    24,390Taxes on income
    
    
    9,738
    
    
    
    2,127
    
    
    
    7,611
    
    
    
    (1,878
    )
    
    
    9,489Net income
    
    $
    16,964
    
    
    $
    3,982
    
    
    $
    12,982
    
    
    $
    (1,919
    )
    
    $
    14,901Net income available to common shareholders
    
    $
    12,777
    
    
    $
    3,940
    
    
    $
    8,837
    
    
    $
    (5,821
    )
    
    $
    14,658Per Common Share DataBasic earnings
    
    $
    0.71
    
    
    $
    0.11
    
    
    $
    0.60
    
    
    $
    (0.41
    )
    
    $
    1.01Diluted earnings
    
    
    0.71
    
    
    
    0.11
    
    
    
    0.60
    
    
    
    (0.40
    )
    
    
    1.00Financial Condition Data  AveragesInvestment securities
    
    $
    261,124
    
    
    $
    15,668
    
    
    $
    245,456
    
    
    $
    6,803
    
    
    $
    238,653Total loans
    
    
    2,573,442
    
    
    
    (94,329
    )
    
    
    2,667,771
    
    
    
    238,642
    
    
    
    2,429,129Interest-earning assets
    
    
    2,922,645
    
    
    
    3,605
    
    
    
    2,919,040
    
    
    
    247,404
    
    
    
    2,671,636Total assets
    
    
    2,998,744
    
    
    
    11,274
    
    
    
    2,987,470
    
    
    
    244,571
    
    
    
    2,742,899Interest-bearing deposits
    
    
    2,112,068
    
    
    
    3,224
    
    
    
    2,108,844
    
    
    
    227,759
    
    
    
    1,881,085Total deposits
    
    
    2,443,066
    
    
    
    49,038
    
    
    
    2,394,028
    
    
    
    244,173
    
    
    
    2,149,855Other borrowings
    
    
    96,141
    
    
    
    (85,541
    )
    
    
    181,682
    
    
    
    (92,424
    )
    
    
    274,106Subordinated debentures
    
    
    81,963
    
    
    
    
    
    
    
    81,963
    
    
    
    17,899
    
    
    
    64,064Total shareholders equity
    
    
    359,535
    
    
    
    50,583
    
    
    
    308,952
    
    
    
    76,121
    
    
    
    232,831Selected RatiosReturn on average assets
    
    
    0.57
    %
    
    
    0.14
    %
    
    
    0.43
    %
    
    
    (0.11
    )%
    
    
    0.54
    %Return on average total shareholders equity
    
    
    4.72
    
    
    
    0.52
    
    
    
    4.20
    
    
    
    (2.20
    )
    
    
    6.40Return on average common equity
    
    
    4.37
    
    
    
    0.72
    
    
    
    3.65
    
    
    
    (2.79
    )
    
    
    6.44Net interest margin
    
    
    3.67
    
    
    
    0.29
    
    
    
    3.38
    
    
    
    0.02
    
    
    
    3.36
   12




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##### Table of Contents



Net Interest Income
         13




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##### Table of Contents



Consolidated Average Balances, Yields and Rates
 For the Year Ended December 31,(Dollars in thousands)
    
    
    
    
    
    2010
    
    
    
    
    
    
    
    
    
    2009
    
    
    
    
    
    
    
    
    
    2008Average
    
    
    
    
    
    Yield/
    
    Average
    
    
    
    
    
    Yield/
    
    Average
    
    
    
    
    
    Yield/Balance
    
    Interest
    
    Rate (1)
    
    Balance
    
    Interest
    
    Rate (1)
    
    Balance
    
    Interest
    
    Rate (1)AssetsTotal loans (2) (3)
    
    $
    2,573,442
    
    
    $
    133,918
    
    
    
    5.20
    %
    
    $
    2,667,771
    
    
    $
    141,239
    
    
    
    5.29
    %
    
    $
    2,429,129
    
    
    $
    152,719
    
    
    
    6.29
    %Investment securities
    
    
    261,124
    
    
    
    8,660
    
    
    
    3.32
    
    
    
    245,456
    
    
    
    9,146
    
    
    
    3.73
    
    
    
    238,653
    
    
    
    9,986
    
    
    
    4.18Other interest-earning assets
    
    
    88,079
    
    
    
    229
    
    
    
    0.26
    
    
    
    5,813
    
    
    
    14
    
    
    
    0.24
    
    
    
    3,854
    
    
    
    89
    
    
    
    2.31Total interest-earning assets
    
    
    2,922,645
    
    
    
    142,807
    
    
    
    4.89
    
    
    
    2,919,040
    
    
    
    150,399
    
    
    
    5.15
    
    
    
    2,671,636
    
    
    
    162,794
    
    
    
    6.09Other assets
    
    
    76,099
    
    
    
    
    
    
    
    
    
    
    
    68,430
    
    
    
    
    
    
    
    
    
    
    
    71,263Total assets
    
    $
    2,998,744
    
    
    
    
    
    
    
    
    
    
    $
    2,987,470
    
    
    
    
    
    
    
    
    
    
    $
    2,742,899Liabilities and
Shareholders EquityInterest-bearing demand deposits
    
    $
    98,589
    
    
    $
    468
    
    
    
    0.47
    %
    
    $
    83,813
    
    
    $
    476
    
    
    
    0.57
    %
    
    $
    75,950
    
    
    $
    584
    
    
    
    0.77
    %Money market accounts
    
    
    508,583
    
    
    
    3,911
    
    
    
    0.77
    
    
    
    485,383
    
    
    
    4,954
    
    
    
    1.02
    
    
    
    538,148
    
    
    
    12,620
    
    
    
    2.35Savings accounts
    
    
    25,609
    
    
    
    64
    
    
    
    0.25
    
    
    
    21,010
    
    
    
    78
    
    
    
    0.37
    
    
    
    13,930
    
    
    
    69
    
    
    
    0.50Time deposits
    
    
    1,479,287
    
    
    
    23,824
    
    
    
    1.61
    
    
    
    1,518,638
    
    
    
    36,811
    
    
    
    2.42
    
    
    
    1,253,057
    
    
    
    47,749
    
    
    
    3.81Total interest-bearing deposits
    
    
    2,112,068
    
    
    
    28,267
    
    
    
    1.34
    
    
    
    2,108,844
    
    
    
    42,319
    
    
    
    2.01
    
    
    
    1,881,085
    
    
    
    61,022
    
    
    
    3.24Other borrowings
    
    
    96,141
    
    
    
    2,079
    
    
    
    2.16
    
    
    
    181,682
    
    
    
    4,049
    
    
    
    2.23
    
    
    
    274,106
    
    
    
    7,242
    
    
    
    2.64Subordinated debentures
    
    
    81,963
    
    
    
    5,130
    
    
    
    6.26
    
    
    
    81,963
    
    
    
    5,340
    
    
    
    6.52
    
    
    
    64,064
    
    
    
    4,811
    
    
    
    7.51Total interest-bearing liabilities
    
    
    2,290,172
    
    
    
    35,476
    
    
    
    1.55
    
    
    
    2,372,489
    
    
    
    51,708
    
    
    
    2.18
    
    
    
    2,219,255
    
    
    
    73,075
    
    
    
    3.29Noninterest-bearing demand deposits
    
    
    330,998
    
    
    
    
    
    
    
    
    
    
    
    285,184
    
    
    
    
    
    
    
    
    
    
    
    268,770Other liabilities
    
    
    18,039
    
    
    
    
    
    
    
    
    
    
    
    20,845
    
    
    
    
    
    
    
    
    
    
    
    22,043Shareholders equity
    
    
    359,535
    
    
    
    
    
    
    
    
    
    
    
    308,952
    
    
    
    
    
    
    
    
    
    
    
    232,831Total liabilities and
shareholders equity
    
    $
    2,998,744
    
    
    
    
    
    
    
    
    
    
    $
    2,987,470
    
    
    
    
    
    
    
    
    
    
    $
    2,742,899Net interest income
    
    
    
    
    
    $
    107,331
    
    
    
    
    
    
    
    
    
    
    $
    98,691
    
    
    
    
    
    
    
    
    
    
    $
    89,719Interest rate spread
    
    
    
    
    
    
    
    
    
    
    3.34
    %
    
    
    
    
    
    
    
    
    
    
    2.97
    %
    
    
    
    
    
    
    
    
    
    
    2.80
    %Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.67
    %
    
    
    
    
    
    
    
    
    
    
    3.38
    %
    
    
    
    
    
    
    
    
    
    
    3.36
    %Ratio of average interest-
earning assets to average
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    127.62
    %
    
    
    
    
    
    
    
    
    
    
    123.04
    %
    
    
    
    
    
    
    
    
    
    
    120.38
    %
 
 (1)
    
    Yields, interest rate spreads, and net interest margins are calculated using income recorded in accordance with U.S. generally accepted
accounting principles (GAAP) and are not shown on the higher, non-GAAP tax-equivalent basis.(2)
    
    Fees included in interest income on loans receivable are not considered material.(3)
    
    Information regarding noncovered and covered loans for the periods shown is not readily available.(4)
    
    Net interest margin = net interest income / total average interest-earning assets. 14




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##### Table of Contents



Effect of Volume and Rate Changes on Net Interest Income
 2010 vs. 2009

    
    2009 vs. 2008Increase
    
    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) (2)
    
    $
    (7,321
    )
    
    $
    (4,937
    )
    
    $
    (2,384
    )
    
    $
    (11,480
    )
    
    $
    14,095
    
    
    $
    (25,575
    )Investment securities
    
    
    (486
    )
    
    
    560
    
    
    
    (1,046
    )
    
    
    (840
    )
    
    
    278
    
    
    
    (1,118
    )Other interest-earning assets
    
    
    215
    
    
    
    214
    
    
    
    1
    
    
    
    (75
    )
    
    
    31
    
    
    
    (106
    )Total interest income
    
    
    (7,592
    )
    
    
    186
    
    
    
    (7,779
    )
    
    
    (12,395
    )
    
    
    14,203
    
    
    
    (26,598
    )Interest paid on:Interest-bearing demand
    
    
    (8
    )
    
    
    77
    
    
    
    (85
    )
    
    
    (108
    )
    
    
    56
    
    
    
    (164
    )Money market accounts
    
    
    (1,043
    )
    
    
    227
    
    
    
    (1,270
    )
    
    
    (7,666
    )
    
    
    (1,134
    )
    
    
    (6,532
    )Savings accounts
    
    
    (14
    )
    
    
    15
    
    
    
    (29
    )
    
    
    9
    
    
    
    29
    
    
    
    (20
    )Time deposits
    
    
    (12,987
    )
    
    
    (903
    )
    
    
    (12,084
    )
    
    
    (10,938
    )
    
    
    8,728
    
    
    
    (19,666
    )Other borrowings
    
    
    (1,970
    )
    
    
    (1,853
    )
    
    
    (117
    )
    
    
    (3,193
    )
    
    
    (2,181
    )
    
    
    (1,012
    )Subordinated debentures
    
    
    (210
    )
    
    
    
    
    
    
    (210
    )
    
    
    529
    
    
    
    1,223
    
    
    
    (694
    )Total interest expense
    
    
    (16,232
    )
    
    
    (1,739
    )
    
    
    (14,493
    )
    
    
    (21,367
    )
    
    
    4,756
    
    
    
    (26,123
    )Net interest income
    
    $
    8,640
    
    
    $
    1,925
    
    
    $
    6,714
    
    
    $
    8,972
    
    
    $
    9,447
    
    
    $
    (475
    )
 
 (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.(2)
    
    Information regarding noncovered and covered loans for the periods shown is not readily available. Provision for Loan Losses
  15




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##### Table of Contents



Noninterest Income
  2010 Change
    
    
    
    
    
    2009 Change(Dollars in thousands)
    
    2010
    
    From 2009
    
    2009
    
    From 2008
    
    2008Service charges and fees
    
    $
    12,404
    
    
    $
    700
    
    
    $
    11,704
    
    
    $
    678
    
    
    $
    11,026Other noninterest income
    
    
    763
    
    
    
    (3,581
    )
    
    
    4,344
    
    
    
    2,798
    
    
    
    1,546Gain on sales of loans
    
    
    2,736
    
    
    
    (227
    )
    
    
    2,963
    
    
    
    299
    
    
    
    2,664Gain on sales/calls of
investment securities
    
    
    2,661
    
    
    
    (264
    )
    
    
    2,925
    
    
    
    2,023
    
    
    
    902Total noninterest income
    
    $
    18,564
    
    
    $
    (3,372
    )
    
    $
    21,936
    
    
    $
    5,798
    
    
    $
    16,138
 Service charges and fees
  Other noninterest income
 Gain on sales of loans
 Gain on sales/calls of investment securities
 Noninterest Expense
  2010 Change
    
    
    
    
    
    2009 Change(Dollars in thousands)
    
    2010
    
    From 2009
    
    2009
    
    From 2008
    
    2008Salaries and employee benefits
    
    $
    29,916
    
    
    $
    617
    
    
    $
    29,299
    
    
    $
    (4,031
    )
    
    $
    33,330Occupancy
    
    
    11,171
    
    
    
    (466
    )
    
    
    11,637
    
    
    
    765
    
    
    
    10,872FDIC and other insurance
    
    
    5,788
    
    
    
    243
    
    
    
    5,545
    
    
    
    3,457
    
    
    
    2,088Other real estate, net
    
    
    2,218
    
    
    
    2,088
    
    
    
    130
    
    
    
    (16
    )
    
    
    146Provision for unfunded loan
commitments
    
    
    (1,603
    )
    
    
    (1,373
    )
    
    
    (230
    )
    
    
    (865
    )
    
    
    635Other general and administrative
    
    
    16,143
    
    
    
    1,666
    
    
    
    14,477
    
    
    
    (940
    )
    
    
    15,417Total noninterest expense
    
    $
    63,633
    
    
    $
    2,775
    
    
    $
    60,858
    
    
    $
    (1,630
    )
    
    $
    62,488
 Salaries and employee benefits
 16




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##### Table of Contents



Occupancy
 FDIC and other insurance
 Other real estate, net
 Provision for unfunded loan commitments
 Other general and administrative
 17




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##### Table of Contents



Operating Segments
 For the Year Ended December 31,(Dollars in thousands)
    
    2010
    
    2009
    
    2008Oklahoma banking
    
    $
    14,864
    
    
    $
    12,160
    
    
    $
    12,505Texas banking
    
    
    4,523
    
    
    
    10,722
    
    
    
    7,551Kansas banking
    
    
    884
    
    
    
    424
    
    
    
    (1,122
    )Other states banking
    
    
    (1,958
    )
    
    
    (1,618
    )
    
    
    2,756Secondary market
    
    
    980
    
    
    
    (148
    )
    
    
    (144
    )Other operations
    
    
    (2,329
    )
    
    
    (8,558
    )
    
    
    (6,645
    )Consolidated net income
    
    $
    16,964
    
    
    $
    12,982
    
    
    $
    14,901Oklahoma banking
    
    $
    871,393
    
    
    $
    933,150
    
    
    $
    966,243Texas banking
    
    
    982,845
    
    
    
    1,054,404
    
    
    
    947,603Kansas banking
    
    
    289,642
    
    
    
    359,633
    
    
    
    304,855Other states banking
    
    
    241,041
    
    
    
    277,512
    
    
    
    275,805Secondary market
    
    
    35,194
    
    
    
    43,134
    
    
    
    56,941Consolidated total loans
    
    $
    2,420,115
    
    
    $
    2,667,833
    
    
    $
    2,551,447Oklahoma banking
    
    $
    899,269
    
    
    $
    950,355
    
    
    $
    984,298Texas banking
    
    
    976,383
    
    
    
    1,044,324
    
    
    
    945,907Kansas banking
    
    
    389,813
    
    
    
    441,114
    
    
    
    310,503Other states banking
    
    
    231,590
    
    
    
    275,653
    
    
    
    272,599Secondary market
    
    
    37,483
    
    
    
    45,148
    
    
    
    61,149Other operations
    
    
    286,003
    
    
    
    351,697
    
    
    
    305,306Consolidated total assets
    
    $
    2,820,541
    
    
    $
    3,108,291
    
    
    $
    2,879,762Oklahoma banking
    
    $
    1,565,124
    
    
    $
    1,640,839
    
    
    $
    1,394,008Texas banking
    
    
    160,181
    
    
    
    160,064
    
    
    
    133,745Kansas banking
    
    
    270,271
    
    
    
    283,506
    
    
    
    146,182Secondary market
    
    
    1,389
    
    
    
    1,527
    
    
    
    1,550Other operations
    
    
    255,763
    
    
    
    506,794
    
    
    
    504,637Consolidated total deposits
    
    $
    2,252,728
    
    
    $
    2,592,730
    
    
    $
    2,180,122
      18




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##### Table of Contents



Taxes on Income
  19




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##### Table of Contents



Financial Condition
  Investment Securities Portfolio
      At December 31,(Dollars in thousands)
    
    2010
    
    
    2009
    
    
    2008U.S. Government obligations
    
    $
    1,108
    
    
    $
    1,100
    
    
    $
    999Federal agency securities
    
    
    65,374
    
    
    
    75,385
    
    
    
    79,197Obligations of states and political subdivisions
    
    
    14,537
    
    
    
    7,523
    
    
    
    10,098Residential mortgage-backed securities
    
    
    180,017
    
    
    
    159,146
    
    
    
    154,013Other investments
    
    
    11,893
    
    
    
    20,285
    
    
    
    19,859Total investment securities
    
    $
    272,929
    
    
    $
    263,439
    
    
    $
    264,166Available for sale (fair value)
    
    $
    248,221
    
    
    $
    237,703
    
    
    $
    238,037Held to maturity (amortized cost)
    
    
    14,304
    
    
    
    6,670
    
    
    
    7,343Other investments (cost)
    
    
    10,404
    
    
    
    19,066
    
    
    
    18,78Total investment securities
    
    $
    272,929
    
    
    $
    263,439
    
    
    $
    264,166
  20




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##### Table of Contents



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
    
    $
    2,470
    
    
    
    3.22
    %
    
    $
    5,344
    
    
    
    1.84
    %
    
    $
    6,490
    
    
    
    2.39
    %
    
    $
    
    
    
    
    
    %
    
    $
    14,304
    
    
    $
    14,029
    
    
    
    2.33
    %Total
    
    $
    2,470
    
    
    
    3.22
    %
    
    $
    5,344
    
    
    
    1.84
    %
    
    $
    6,490
    
    
    
    2.39
    %
    
    $
    
    
    
    
    
    %
    
    $
    14,304
    
    
    $
    14,029
    
    
    
    2.33
    %Available for Sale:U.S. government
obligations
    
    $
    1,099
    
    
    
    1.20
    %
    
    $
    
    
    
    
    
    %
    
    $
    
    
    
    
    
    %
    
    $
    
    
    
    
    
    %
    
    $
    1,099
    
    
    $
    1,108
    
    
    
    1.20
    %Federal agency securities
    
    
    4,010
    
    
    
    2.24
    
    
    
    19,341
    
    
    
    2.63
    
    
    
    31,600
    
    
    
    2.57
    
    
    
    10,571
    
    
    
    2.27
    
    
    
    65,522
    
    
    
    65,374
    
    
    
    2.52Obligations of states and political subdivisions
    
    
    150
    
    
    
    3.88
    
    
    
    26
    
    
    
    3.35
    
    
    
    55
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    231
    
    
    
    233
    
    
    
    4.57Residential mortgage-backed securities
    
    
    20,995
    
    
    
    2.70
    
    
    
    118,004
    
    
    
    3.09
    
    
    
    38,989
    
    
    
    2.87
    
    
    
    707
    
    
    
    5.83
    
    
    
    178,695
    
    
    
    180,017
    
    
    
    3.01Other securities
    
    
    
    
    
    
    
    
    
    
    11,506
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,506
    
    
    
    11,893
    
    
    
    Total
    
    $
    26,254
    
    
    
    2.58
    %
    
    $
    148,877
    
    
    
    2.79
    %
    
    $
    70,644
    
    
    
    2.74
    %
    
    $
    11,278
    
    
    
    2.49
    %
    
    $
    257,053
    
    
    $
    258,625
    
    
    
    2.74
    %Total
    
    $
    28,724
    
    
    
    
    
    
    $
    154,221
    
    
    
    
    
    
    $
    77,134
    
    
    
    
    
    
    $
    11,278
    
    
    
    
    
    
    $
    271,357
    
    
    $
    272,654
 
 Note:
    
    Average yields for investments held for sale is based on amortized cost. Yields on tax-exempt securities are shown on a

tax-equivalent basis. Loan Portfolio
  At December 31,(Dollars in thousands)
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Noncovered:Real estate mortgage:Commercial
    
    $
    1,310,464
    
    
    $
    1,212,409
    
    
    $
    1,118,828
    
    
    $
    750,047
    
    
    $
    609,271One-to-four family residential
    
    
    89,800
    
    
    
    114,614
    
    
    
    113,665
    
    
    
    111,085
    
    
    
    91,441Real estate construction:Commercial
    
    
    441,265
    
    
    
    618,078
    
    
    
    579,795
    
    
    
    643,656
    
    
    
    384,072One-to-four family residential
    
    
    27,429
    
    
    
    41,109
    
    
    
    79,565
    
    
    
    81,273
    
    
    
    69,678Commercial
    
    
    452,626
    
    
    
    520,505
    
    
    
    564,670
    
    
    
    521,501
    
    
    
    424,189Installment and consumer:Guaranteed student loans
    
    
    5,843
    
    
    
    36,163
    
    
    
    54,057
    
    
    
    61,555
    
    
    
    181,458Other
    
    
    39,060
    
    
    
    39,550
    
    
    
    40,867
    
    
    
    42,715
    
    
    
    31,0812,366,487
    
    
    
    2,582,428
    
    
    
    2,551,447
    
    
    
    2,211,832
    
    
    
    1,791,190Less: Allowance for loan losses
    
    
    (65,229
    )
    
    
    (62,413
    )
    
    
    (39,773
    )
    
    
    (29,584
    )
    
    
    (27,293
    )Total noncovered loans, net
    
    $
    2,301,258
    
    
    $
    2,520,015
    
    
    $
    2,511,674
    
    
    $
    2,182,248
    
    
    $
    1,763,897
 21




---



##### Table of Contents



At December 31,(Dollars in thousands)
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Covered:Real estate mortgage:Commercial
    
    $
    30,997
    
    
    $
    39,836
    
    
    $
    
    
    
    $
    
    
    
    $
    One-to-four family residential
    
    
    9,122
    
    
    
    12,630
    
    
    
    
    
    
    
    
    
    
    
    Real estate construction:Commercial
    
    
    6,840
    
    
    
    12,515
    
    
    
    
    
    
    
    
    
    
    
    One-to-four family residential
    
    
    439
    
    
    
    5,324
    
    
    
    
    
    
    
    
    
    
    
    Commercial
    
    
    5,554
    
    
    
    13,412
    
    
    
    
    
    
    
    
    
    
    
    Installment and consumer
    
    
    676
    
    
    
    1,688
    
    
    
    
    
    
    
    
    
    
    
    Total covered loans
    
    $
    53,628
    
    
    $
    85,405
    
    
    $
    
    
    
    $
    
    
    
    $
    
    After oneOne year
    
    
    year through
    
    
    After(Dollars in thousands)
    
    or less
    
    
    five years
    
    
    five years
    
    
    TotalNoncovered:Real estate mortgage:Commercial
    
    $
    413,445
    
    
    $
    722,624
    
    
    $
    174,395
    
    
    $
    1,310,464One-to-four family residential
    
    
    11,385
    
    
    
    40,931
    
    
    
    37,484
    
    
    
    89,800Real estate construction
    
    
    261,397
    
    
    
    192,264
    
    
    
    15,033
    
    
    
    468,694Commercial
    
    
    125,083
    
    
    
    246,556
    
    
    
    80,987
    
    
    
    452,626Installment and consumer:Guaranteed student loans
    
    
    5,843
    
    
    
    
    
    
    
    
    
    
    
    5,843Other
    
    
    15,939
    
    
    
    22,079
    
    
    
    1,042
    
    
    
    39,060Total noncovered
    
    
    833,092
    
    
    
    1,224,454
    
    
    
    308,941
    
    
    
    2,366,487Covered:Real estate mortgage:Commercial
    
    
    3,969
    
    
    
    9,039
    
    
    
    17,989
    
    
    
    30,997One-to-four family residential
    
    
    1,864
    
    
    
    2,279
    
    
    
    4,979
    
    
    
    9,122Real estate construction
    
    
    6,204
    
    
    
    475
    
    
    
    600
    
    
    
    7,279Commercial
    
    
    2,478
    
    
    
    2,823
    
    
    
    253
    
    
    
    5,554Installment and consumer
    
    
    181
    
    
    
    463
    
    
    
    32
    
    
    
    676Total covered
    
    
    14,696
    
    
    
    15,079
    
    
    
    23,853
    
    
    
    53,628Total
    
    $
    847,788
    
    
    $
    1,239,533
    
    
    $
    332,794
    
    
    $
    2,420,115
 22




---



##### Table of Contents



(Dollars in thousands)
    
    Fixed
    
    
    Variable
    
    
    TotalNoncovered:Real estate mortgage:Commercial
    
    $
    336,030
    
    
    $
    560,989
    
    
    $
    897,019One-to-four family residential
    
    
    31,512
    
    
    
    46,903
    
    
    
    78,415Real estate construction
    
    
    67,562
    
    
    
    139,735
    
    
    
    207,297Commercial
    
    
    81,600
    
    
    
    245,943
    
    
    
    327,543Installment and consumer
    
    
    7,758
    
    
    
    15,363
    
    
    
    23,121Total noncovered
    
    
    524,462
    
    
    
    1,008,933
    
    
    
    1,533,395Covered:Real estate mortgage:Commercial
    
    
    8,205
    
    
    
    18,823
    
    
    
    27,028One-to-four family residential
    
    
    1,198
    
    
    
    6,060
    
    
    
    7,258Real estate construction
    
    
    227
    
    
    
    848
    
    
    
    1,075Commercial
    
    
    1,462
    
    
    
    1,614
    
    
    
    3,076Installment and consumer
    
    
    495
    
    
    
    
    
    
    
    495Total covered
    
    
    11,587
    
    
    
    27,345
    
    
    
    38,932Total
    
    $
    536,049
    
    
    $
    1,036,278
    
    
    $
    1,572,327
 Nonperforming Assets and Potential Problem Loans
  At December 31,(Dollars in thousands)
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Noncovered:Nonaccrual loans:Commercial real estate
    
    $
    29,996
    
    
    $
    28,351
    
    
    $
    9,881
    
    
    $
    5,274
    
    
    $
    6,118One-to-four family residential
    
    
    1,984
    
    
    
    9,387
    
    
    
    474
    
    
    
    740
    
    
    
    484Real estate construction
    
    
    67,571
    
    
    
    57,586
    
    
    
    37,346
    
    
    
    2,910
    
    
    
    3,398Commercial
    
    
    6,977
    
    
    
    10,404
    
    
    
    11,598
    
    
    
    10,517
    
    
    
    16,673Other consumer
    
    
    38
    
    
    
    159
    
    
    
    11
    
    
    
    93
    
    
    
    62Total nonaccrual loans
    
    
    106,566
    
    
    
    105,887
    
    
    
    59,310
    
    
    
    19,534
    
    
    
    26,735Past due 90 days or more:Commercial real estate
    
    
    514
    
    
    
    100
    
    
    
    9
    
    
    
    8,214
    
    
    
    1,133One-to-four family residential
    
    
    
    
    
    
    76
    
    
    
    39
    
    
    
    74
    
    
    
    310Real estate construction
    
    
    
    
    
    
    
    
    
    
    4,005
    
    
    
    3
    
    
    
    556Commercial
    
    
    
    
    
    
    18
    
    
    
    547
    
    
    
    1,456
    
    
    
    534Other consumer
    
    
    3
    
    
    
    116
    
    
    
    73
    
    
    
    290
    
    
    
    89Total past due 90 days or more
    
    
    517
    
    
    
    310
    
    
    
    4,673
    
    
    
    10,037
    
    
    
    2,622Total nonperforming loans
    
    
    107,083
    
    
    
    106,197
    
    
    
    63,983
    
    
    
    29,571
    
    
    
    29,357Other real estate
    
    
    37,722
    
    
    
    18,432
    
    
    
    6,092
    
    
    
    2,679
    
    
    
    1,873Total nonperforming assets
    
    $
    144,805
    
    
    $
    124,629
    
    
    $
    70,075
    
    
    $
    32,250
    
    
    $
    31,230Total performing restructured
    
    $
    2,177
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Nonperforming assets to portfolio loans
and other real estate
    
    
    6.11
    %
    
    
    4.87
    %
    
    
    2.80
    %
    
    
    1.50
    %
    
    
    1.95
    %Nonperforming loans to portfolio loans
    
    
    4.59
    
    
    
    4.18
    
    
    
    2.56
    
    
    
    1.38
    
    
    
    1.83Allowance for loan losses to nonperforming loans
    
    
    60.91
    
    
    
    58.77
    
    
    
    62.16
    
    
    
    100.04
    
    
    
    92.97Government-guaranteed portion of nonperforming
loans
    
    $
    124
    
    
    $
    277
    
    
    $
    1,072
    
    
    $
    1,337
    
    
    $
    1,629
 23




---



##### Table of Contents



At December 31,(Dollars in thousands)
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Covered:Nonaccrual loans:Commercial real estate
    
    $
    4,391
    
    
    $
    1,847
    
    
    $
    
    
    
    $
    
    
    
    $
    One-to-four family residential
    
    
    932
    
    
    
    2,243
    
    
    
    
    
    
    
    
    
    
    
    Real estate construction
    
    
    4,897
    
    
    
    7,525
    
    
    
    
    
    
    
    
    
    
    
    Commercial
    
    
    581
    
    
    
    665
    
    
    
    
    
    
    
    
    
    
    
    Other consumer
    
    
    5
    
    
    
    42
    
    
    
    
    
    
    
    
    
    
    
    Total nonaccrual loans
    
    
    10,806
    
    
    
    12,322
    
    
    
    
    
    
    
    
    
    
    
    Past due 90 days or more:Commercial real estate
    
    
    
    
    
    
    542
    
    
    
    
    
    
    
    
    
    
    
    Real estate construction
    
    
    
    
    
    
    574
    
    
    
    
    
    
    
    
    
    
    
    Other consumer
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    Total past due 90 days or more
    
    
    
    
    
    
    1,136
    
    
    
    
    
    
    
    
    
    
    
    Total nonperforming loans
    
    
    10,806
    
    
    
    13,458
    
    
    
    
    
    
    
    
    
    
    
    Other real estate
    
    
    4,187
    
    
    
    4,748
    
    
    
    
    
    
    
    
    
    
    
    Total nonperforming assets
    
    $
    14,993
    
    
    $
    18,206
    
    
    $
    
    
    
    $
    
    
    
    $
    Nonperforming assets to portfolio loans
and other real estate
    
    
    25.93
    %
    
    
    20.19
    %
    
    
    
    
    
    
    
    
    
    
    Nonperforming loans to portfolio loans
    
    
    20.15
    
    
    
    15.76
    
    
    
    
    
    
    
    
    
    
    
    Government-guaranteed portion of
nonperforming loans
    
    $
    6,948
    
    
    $
    3,853
    
    
    $
    
    
    
    $
    
    
    
    $
    
      24




---



##### Table of Contents



Allowance for Loan Losses
     25




---



##### Table of Contents



At December 31,(Dollars in thousands)
    
    
    
    
    
    2010
    
    
    
    
    
    
    2009
    
    
    
    
    
    
    2008
    
    
    
    
    
    
    2007
    
    
    2006Real estate mortgage:Commercial
    
    $
    32,508
    
    
    
    55
    %
    
    $
    26,670
    
    
    
    47
    %
    
    $
    13,200
    
    
    
    44
    %
    
    $
    10,126
    
    
    
    34
    %
    
    $
    9,641
    
    
    
    34
    %One-to-four family residential
    
    
    1,597
    
    
    
    4
    
    
    
    2,454
    
    
    
    5
    
    
    
    1,332
    
    
    
    4
    
    
    
    693
    
    
    
    5
    
    
    
    492
    
    
    
    5Real estate construction
    
    
    19,605
    
    
    
    20
    
    
    
    22,241
    
    
    
    25
    
    
    
    12,795
    
    
    
    26
    
    
    
    5,649
    
    
    
    33
    
    
    
    1,790
    
    
    
    25Commercial
    
    
    10,605
    
    
    
    19
    
    
    
    10,052
    
    
    
    20
    
    
    
    11,401
    
    
    
    22
    
    
    
    10,369
    
    
    
    23
    
    
    
    12,321
    
    
    
    24Installment and consumer:Guaranteed student
loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    2
    
    
    
    31
    
    
    
    3
    
    
    
    90
    
    
    
    10Other
    
    
    914
    
    
    
    2
    
    
    
    996
    
    
    
    2
    
    
    
    1,045
    
    
    
    2
    
    
    
    804
    
    
    
    2
    
    
    
    536
    
    
    
    2Unallocated*
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,912
    
    
    
    
    
    
    
    2,423
    
    
    
    Total
    
    $
    65,229
    
    
    
    100
    %
    
    $
    62,413
    
    
    
    100
    %
    
    $
    39,773
    
    
    
    100
    %
    
    $
    29,584
    
    
    
    100
    %
    
    $
    27,293
    
    
    
    100
    %
 
 *
    
    Under current methodology, allowance is allocated among respective loan types.  For the Year Ended December 31,(Dollars in thousands)
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Balance at beginning of period
    
    $
    62,413
    
    
    $
    39,773
    
    
    $
    29,584
    
    
    $
    27,293
    
    
    $
    23,812Loans charged-off:Commercial real estate
    
    
    4,571
    
    
    
    3,622
    
    
    
    1,379
    
    
    
    1,540
    
    
    
    452One-to-four family residential
    
    
    2,649
    
    
    
    1,476
    
    
    
    746
    
    
    
    337
    
    
    
    256Real estate construction
    
    
    20,910
    
    
    
    7,464
    
    
    
    2,209
    
    
    
    129
    
    
    
    445Commercial
    
    
    5,182
    
    
    
    5,223
    
    
    
    4,552
    
    
    
    4,663
    
    
    
    7,606Other consumer
    
    
    1,127
    
    
    
    1,128
    
    
    
    1,056
    
    
    
    696
    
    
    
    788Total charge-offs
    
    
    34,439
    
    
    
    18,913
    
    
    
    9,942
    
    
    
    7,365
    
    
    
    9,547Recoveries:Commercial real estate
    
    
    204
    
    
    
    438
    
    
    
    8
    
    
    
    22
    
    
    
    387One-to-four family residential
    
    
    234
    
    
    
    430
    
    
    
    49
    
    
    
    10
    
    
    
    27Real estate construction
    
    
    610
    
    
    
    344
    
    
    
    2
    
    
    
    
    
    
    
    Commercial
    
    
    421
    
    
    
    893
    
    
    
    962
    
    
    
    606
    
    
    
    403Other consumer
    
    
    226
    
    
    
    272
    
    
    
    131
    
    
    
    71
    
    
    
    24Total recoveries
    
    
    1,695
    
    
    
    2,377
    
    
    
    1,152
    
    
    
    709
    
    
    
    841Net loans charged-off
    
    
    32,744
    
    
    
    16,536
    
    
    
    8,790
    
    
    
    6,656
    
    
    
    8,706Provision for loan losses
    
    
    35,560
    
    
    
    39,176
    
    
    
    18,979
    
    
    
    8,947
    
    
    
    12,187Balance at end of period
    
    $
    65,229
    
    
    $
    62,413
    
    
    $
    39,773
    
    
    $
    29,584
    
    
    $
    27,293Portfolio loans:Noncovered end of period balance
    
    $
    2,331,293
    
    
    $
    2,539,294
    
    
    $
    2,494,506
    
    
    $
    2,145,557
    
    
    $
    1,602,726Total average balance
    
    
    2,535,310
    
    
    
    2,614,045
    
    
    
    2,359,471
    
    
    
    1,816,149
    
    
    
    1,474,884Ratio of allowance for loan losses to noncovered
portfolio loans at end of period
    
    
    2.80
    %
    
    
    2.46
    %
    
    
    1.59
    %
    
    
    1.38
    %
    
    
    1.70
    %Ratio of net charge-offs to average
portfolio loans during the period
    
    
    1.29
    %
    
    
    0.63
    %
    
    
    0.37
    %
    
    
    0.37
    %
    
    
    0.59
    %
  26




---



##### Table of Contents



Short-term Borrowings
  Off-Balance Sheet Arrangements and 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
    
    $
    377,182
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    377,182Interest bearing
    
    
    614,502
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    614,502Time deposits (2)
    
    
    1,085,524
    
    
    
    176,804
    
    
    
    11,773
    
    
    
    28
    
    
    
    1,274,129Other borrowings (2)
    
    
    71,742
    
    
    
    2,649
    
    
    
    2,657
    
    
    
    37,013
    
    
    
    114,061Subordinated debentures (2)
    
    
    5,246
    
    
    
    10,491
    
    
    
    10,491
    
    
    
    192,636
    
    
    
    218,864Operating leases
    
    
    2,380
    
    
    
    3,526
    
    
    
    2,219
    
    
    
    1,019
    
    
    
    9,144Total
    
    $
    2,156,576
    
    
    $
    193,470
    
    
    $
    27,140
    
    
    $
    230,696
    
    
    $
    2,607,882
 
 (1)
    
    Excludes interest.(2)
    
    Includes interest. Interest on variable rate obligations is shown at rates in effect at December 31, 2010. 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.    Capital Resources
  27




---



##### Table of Contents



Liquidity
   (Dollars in thousands)
    
    AmountThree months or less (1)
    
    $
    34,333Over three through six months (1)
    
    
    27,995Over six through 12 months (1)
    
    
    358,642Over 12 months
    
    
    273,595Total
    
    $
    694,565
 
 (1)
    
    The amount of certificates of deposit of $100,000 and
more that mature within 12 months is $421.0 million.  28




---



##### Table of Contents



Percentage of Total Average Assets2010
    
    
    2009
    
    
    2008Sources of Funds:Deposits:Noninterest-bearing demand
    
    
    11.04
    %
    
    
    9.55
    %
    
    
    9.80
    %Interest-bearing demand and money market accounts
    
    
    20.25
    
    
    
    19.05
    
    
    
    22.39Time and savings deposits
    
    
    50.18
    
    
    
    51.54
    
    
    
    46.19Other borrowings
    
    
    3.21
    
    
    
    6.08
    
    
    
    9.99Subordinated debentures
    
    
    2.73
    
    
    
    2.74
    
    
    
    2.34Other liabilities
    
    
    0.60
    
    
    
    0.70
    
    
    
    0.80Equity capital
    
    
    11.99
    
    
    
    10.34
    
    
    
    8.49Total
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %Uses of Funds:Loans
    
    
    85.82
    %
    
    
    89.30
    %
    
    
    88.56
    %Investment securities
    
    
    8.71
    
    
    
    8.22
    
    
    
    8.70Other interest-earning assets
    
    
    2.93
    
    
    
    0.19
    
    
    
    0.14Noninterest-earning assets
    
    
    2.54
    
    
    
    2.29
    
    
    
    2.60Total
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %
   Effects of Inflation
  Certain Regulatory Matters
   29




---



##### Table of Contents




    
    Establishing and ensuring compliance with a plan to reduce credit risk and improve
loan portfolio management;
    
    Eliminating credit weaknesses in nonperforming and potential problem loans;
    
    On-going review and grading of the Stillwater Nationals loan portfolio;
    
    Improving Stillwater Nationals position regarding nonperforming and potential problem
loans and other real estate owned;
    
    Improving loan portfolio concentration risk management; and
    
    Establishing and operating a loan workout department.
      
 Quantitative and Qualitative Disclosures about Market Risk
   30




---



##### 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
    
    $
    711,504
    
    
    $
    377,014
    
    
    $
    1,072,589
    
    
    $
    259,008
    
    
    $
    2,420,115Investment securities
    
    
    15,501
    
    
    
    4,467
    
    
    
    28,235
    
    
    
    224,726
    
    
    
    272,929Due from banks
    
    
    41,018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,018Total
    
    
    768,023
    
    
    
    381,481
    
    
    
    1,100,824
    
    
    
    483,734
    
    
    
    2,734,062Rate-sensitive liabilities:Money market deposit accounts
    
    
    495,253
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    495,253Time deposits
    
    
    305,222
    
    
    
    773,701
    
    
    
    182,096
    
    
    
    25
    
    
    
    1,261,044Savings accounts
    
    
    26,665
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,665Interest-bearing demand
    
    
    92,584
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,584Other borrowings
    
    
    38,102
    
    
    
    31,500
    
    
    
    
    
    
    
    25,000
    
    
    
    94,602Subordinated debentures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81,963
    
    
    
    81,963Total
    
    
    957,826
    
    
    
    805,201
    
    
    
    182,096
    
    
    
    106,988
    
    
    
    2,052,111Interest sensitivity gap
    
    $
    (189,803
    )
    
    $
    (423,720
    )
    
    $
    918,728
    
    
    $
    376,746
    
    
    $
    681,951Cumulative interest sensitivity gap
    
    $
    (189,803
    )
    
    $
    (613,523
    )
    
    $
    305,205
    
    
    $
    681,951
    
    
    $
    681,951Percentage of rate-sensitive assets
to rate-sensitive liabilities
    
    
    80.18
    %
    
    
    47.38
    %
    
    
    604.53
    %
    
    
    452.14
    %
    
    
    133.23
    %Percentage of cumulative gap to
total assets
    
    
    (6.73
    )%
    
    
    (21.75
    )%
    
    
    10.82
    %
    
    
    24.18
    %
    
    
    24.18
    %
    31




---



##### 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, 2010
    
    
    1.58
    %
    
    
    (2.77
    )%
    
    
    (3.30
    )%December 31, 2009
    
    
    1.98
    %
    
    
    (2.33
    )%
    
    
    (1.91
    )%
   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, 2010
    
    
    (2.15
    )%
    
    
    (1.35
    )%
    
    
    (0.47
    )%December 31, 2009
    
    
    (9.55
    )%
    
    
    (4.78
    )%
    
    
    (0.27
    )%
  
 Controls and Procedures
 Disclosure Controls and Procedures
  32




---



##### Table of Contents



Managements Report on Internal Control over Financial Reporting
   Fourth Quarter 2010 Changes in Internal Control over Financial Reporting
  33




---



##### Table of Contents



Reports of Independent Registered Public Accounting Firm
 Report on Effectiveness of Internal Control over Financial Reporting
        
 34




---



##### Table of Contents



Consolidated Financial Statements and Supplementary Data
 Report on Consolidated Financial Statements
      
 35




---



##### Table of Contents



SOUTHWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 AT DECEMBER 31,(Dollars in thousands)
    
    2010
    
    
    2009Assets:Cash and cash equivalents
    
    $
    67,496
    
    
    $
    118,847Investment securities:Held to maturity, fair value $14,029 and $6,754, respectively
    
    
    14,304
    
    
    
    6,670Available for sale, amortized cost $246,649 and $236,199, respectively
    
    
    248,221
    
    
    
    237,703Other investments at cost
    
    
    10,404
    
    
    
    19,066Loans held for sale
    
    
    35,194
    
    
    
    43,134Noncovered loans receivable
    
    
    2,331,293
    
    
    
    2,539,294Less: Allowance for loan losses
    
    
    (65,229
    )
    
    
    (62,413
    )Net noncovered loans receivable
    
    
    2,266,064
    
    
    
    2,476,881Covered loans receivable (includes loss share of $14,370 and $23,945,
respectively)
    
    
    53,628
    
    
    
    85,405Net loans receivable
    
    
    2,319,692
    
    
    
    2,562,286Accrued interest receivable
    
    
    8,590
    
    
    
    10,806Premises and equipment, net
    
    
    23,772
    
    
    
    26,536Noncovered other real estate
    
    
    37,722
    
    
    
    18,432Covered other real estate
    
    
    4,187
    
    
    
    4,748Goodwill
    
    
    6,811
    
    
    
    6,811Other intangible assets, net
    
    
    5,371
    
    
    
    5,779Prepaid FDIC insurance premium
    
    
    9,883
    
    
    
    14,581Other assets
    
    
    28,894
    
    
    
    32,892Total assets
    
    $
    2,820,541
    
    
    $
    3,108,291Liabilities:Deposits:Noninterest-bearing demand
    
    $
    377,182
    
    
    $
    324,829Interest-bearing demand
    
    
    92,584
    
    
    
    74,201Money market accounts
    
    
    495,253
    
    
    
    505,521Savings accounts
    
    
    26,665
    
    
    
    25,730Time deposits of $100,000 or more
    
    
    694,565
    
    
    
    1,004,439Other time deposits
    
    
    566,479
    
    
    
    658,010Total deposits
    
    
    2,252,728
    
    
    
    2,592,730Accrued interest payable
    
    
    1,577
    
    
    
    3,191Income tax payable
    
    
    2,878
    
    
    
    4,486Other liabilities
    
    
    8,981
    
    
    
    13,121Other borrowings
    
    
    94,602
    
    
    
    103,022Subordinated debentures
    
    
    81,963
    
    
    
    81,963Total liabilities
    
    
    2,442,729
    
    
    
    2,798,513Shareholders equity:Serial preferred stock  $1,000 par value; 2,000,000 shares authorized;
70,000 shares issued
    
    
    67,724
    
    
    
    67,037Common stock  $1 par value; 40,000,000 shares authorized;
19,421,900 and 14,750,713 shares issued, respectively
    
    
    19,422
    
    
    
    14,751Additional paid-in capital
    
    
    98,894
    
    
    
    49,029Retained earnings
    
    
    190,793
    
    
    
    178,016Accumulated other comprehensive income
    
    
    979
    
    
    
    945Total shareholders equity
    
    
    377,812
    
    
    
    309,778Total liabilities & shareholders equity
    
    $
    2,820,541
    
    
    $
    3,108,291
  36




---



##### Table of Contents



SOUTHWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE YEAR ENDED DECEMBER 31,(Dollars in thousands, except per share data)
    
    2010
    
    
    2009
    
    
    2008Interest income:Interest and fees on loans
    
    $
    133,918
    
    
    $
    141,239
    
    
    $
    152,719Investment securities:U.S. Government and agency obligations
    
    
    2,006
    
    
    
    1,960
    
    
    
    3,552Mortgage-backed securities
    
    
    5,630
    
    
    
    6,257
    
    
    
    5,514State and political subdivisions
    
    
    285
    
    
    
    299
    
    
    
    375Other securities
    
    
    739
    
    
    
    630
    
    
    
    545Other interest-earning assets
    
    
    229
    
    
    
    14
    
    
    
    89Total interest income
    
    
    142,807
    
    
    
    150,399
    
    
    
    162,794Interest expense:Interest-bearing demand
    
    
    468
    
    
    
    476
    
    
    
    584Money market accounts
    
    
    3,911
    
    
    
    4,954
    
    
    
    12,620Savings accounts
    
    
    64
    
    
    
    78
    
    
    
    69Time deposits of $100,000 or more
    
    
    13,372
    
    
    
    20,864
    
    
    
    28,214Other time deposits
    
    
    10,452
    
    
    
    15,947
    
    
    
    19,535Other borrowings
    
    
    2,079
    
    
    
    4,049
    
    
    
    7,242Subordinated debentures
    
    
    5,130
    
    
    
    5,340
    
    
    
    4,811Total interest expense
    
    
    35,476
    
    
    
    51,708
    
    
    
    73,075Net interest income
    
    
    107,331
    
    
    
    98,691
    
    
    
    89,719Provision for loan losses
    
    
    35,560
    
    
    
    39,176
    
    
    
    18,979Net interest income after provision for loan losses
    
    
    71,771
    
    
    
    59,515
    
    
    
    70,740Noninterest income:Service charges and fees
    
    
    12,404
    
    
    
    11,704
    
    
    
    11,026Other noninterest income
    
    
    763
    
    
    
    1,063
    
    
    
    1,546Gain on acquisition
    
    
    
    
    
    
    3,281
    
    
    
    Gains on sales of loans, net
    
    
    2,736
    
    
    
    2,963
    
    
    
    2,664Gains on sale/call of investment securities, net
    
    
    2,661
    
    
    
    2,925
    
    
    
    902Total noninterest income
    
    
    18,564
    
    
    
    21,936
    
    
    
    16,138Noninterest expense:Salaries and employee benefits
    
    
    29,916
    
    
    
    29,299
    
    
    
    33,330Occupancy
    
    
    11,171
    
    
    
    11,637
    
    
    
    10,872FDIC and other insurance
    
    
    5,788
    
    
    
    5,545
    
    
    
    2,088Other real estate, net
    
    
    2,218
    
    
    
    130
    
    
    
    146General and administrative
    
    
    14,540
    
    
    
    14,247
    
    
    
    16,052Total noninterest expense
    
    
    63,633
    
    
    
    60,858
    
    
    
    62,488Income before taxes
    
    
    26,702
    
    
    
    20,593
    
    
    
    24,390Taxes on income
    
    
    9,738
    
    
    
    7,611
    
    
    
    9,489Net income
    
    $
    16,964
    
    
    $
    12,982
    
    
    $
    14,901Net income available to common shareholders
    
    $
    12,777
    
    
    $
    8,837
    
    
    $
    14,658Basic earnings per common share
    
    $
    0.71
    
    
    $
    0.60
    
    
    $
    1.01Diluted earnings per common share
    
    
    0.71
    
    
    
    0.60
    
    
    
    1.00Common dividends declared per share
    
    
    
    
    
    
    0.0952
    
    
    
    0.3800
  37




---



##### Table of Contents



SOUTHWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 FOR THE YEAR ENDED DECEMBER 31,(Dollars in thousands)
    
    2010
    
    
    2009
    
    
    2008| | |Net income
    
    $
    16,964
    
    
    $
    12,982
    
    
    $
    14,901Other comprehensive income:Unrealized holding gain (loss) on available for sale securities
    
    
    2,729
    
    
    
    (315
    )
    
    
    4,995Reclassification adjustment for net gains realized during the period
    
    
    (2,661
    )
    
    
    (2,925
    )
    
    
    (902
    )Other comprehensive income (loss), before tax
    
    
    68
    
    
    
    (3,240
    )
    
    
    4,093Tax benefit (expense) related to items of other comprehensive income
    
    
    (34
    )
    
    
    1,264
    
    
    
    (1,580
    )Other comprehensive income (loss), net of tax
    
    
    34
    
    
    
    (1,976
    )
    
    
    2,513Comprehensive income
    
    $
    16,998
    
    
    $
    11,006
    
    
    $
    17,414
  38




---



##### Table of Contents



SOUTHWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 Accumulated
    
    
    
    
    
    
    TotalAdditional
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    Share-(Dollars in thousands,
    
    Preferred
    
    
    Common Stock
    
    
    Paid-in
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury
    
    
    holdersexcept per share data)
    
    Stock
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Stock
    
    
    Equity| | | | | | | |Balance, 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
    
    
    66,348
    
    
    
    
    
    
    
    
    
    
    
    3,652
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,000Warrant amortization
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (44
    )
    
    
    
    
    
    
    
    
    
    
    Common 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 compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    )
    
    $
    302,203Cash dividends:Preferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,500
    )
    
    
    
    
    
    
    
    
    
    
    (3,500
    )Common, $0.0952 per share,
and other dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,400
    )
    
    
    
    
    
    
    
    
    
    
    (1,400
    )Warrant amortization
    
    
    645
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (645
    )
    
    
    
    
    
    
    
    
    
    
    Common stock issued:Employee Stock Option Plan
    
    
    
    
    
    
    89,705
    
    
    
    90
    
    
    
    (87
    )
    
    
    
    
    
    
    
    
    
    
    883
    
    
    
    886Employee Stock Purchase Plan
    
    
    
    
    
    
    2,966
    
    
    
    3
    
    
    
    (21
    )
    
    
    
    
    
    
    
    
    
    
    102
    
    
    
    84Restricted Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (240
    )
    
    
    
    
    
    
    
    
    
    
    463
    
    
    
    223Tax benefit related to exercise
of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    244
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    244Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32Other comprehensive loss,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,976
    )
    
    
    
    
    
    
    (1,976
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,982
    
    
    
    
    
    
    
    
    
    
    
    12,982Balance, December 31, 2009
    
    $
    67,037
    
    
    
    14,750,713
    
    
    $
    14,751
    
    
    $
    49,029
    
    
    $
    178,016
    
    
    $
    945
    
    
    $
    
    
    
    $
    309,778Cash dividends:Preferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,500
    )
    
    
    
    
    
    
    
    
    
    
    (3,500
    )Warrant amortization
    
    
    687
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (687
    )
    
    
    
    
    
    
    
    
    
    
    Common stock issued:Employee Stock Option Plan
    
    
    
    
    
    
    38,100
    
    
    
    38
    
    
    
    163
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    201Employee Stock Purchase Plan
    
    
    
    
    
    
    6,806
    
    
    
    7
    
    
    
    63
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70Restricted Stock
    
    
    
    
    
    
    26,281
    
    
    
    26
    
    
    
    181
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    207Public Offering
    
    
    
    
    
    
    4,600,000
    
    
    
    4,600
    
    
    
    49,418
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,018Tax benefit related to exercise
of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40Other comprehensive income,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34
    
    
    
    
    
    
    
    34Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,964
    
    
    
    
    
    
    
    
    
    
    
    16,964Balance, December 31, 2010
    
    $
    67,724
    
    
    
    19,421,900
    
    
    $
    19,422
    
    
    $
    98,894
    
    
    $
    190,793
    
    
    $
    979
    
    
    $
    
    
    
    $
    377,812
  39




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##### Table of Contents



SOUTHWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEAR ENDED DECEMBER 31,(Dollars in thousands)
    
    2010
    
    
    2009
    
    
    2008Operating activities:Net income
    
    $
    16,964
    
    
    $
    12,982
    
    
    $
    14,901Adjustments to reconcile net income to net cash provided by
operating activities:Provision for loan losses
    
    
    35,560
    
    
    
    39,176
    
    
    
    18,979Deferred tax benefit
    
    
    (2,808
    )
    
    
    (5,843
    )
    
    
    (2,788
    )Asset depreciation
    
    
    2,853
    
    
    
    3,187
    
    
    
    2,963Securities premium amortization (discount accretion), net
    
    
    2,018
    
    
    
    1,732
    
    
    
    118Amortization of intangibles
    
    
    1,502
    
    
    
    1,650
    
    
    
    1,456Stock based compensation expense
    
    
    378
    
    
    
    321
    
    
    
    512Net gain on sales/calls of investment securities
    
    
    (2,661
    )
    
    
    (2,925
    )
    
    
    (902
    )Net gain on sales of available for sale loans
    
    
    (2,736
    )
    
    
    (2,963
    )
    
    
    (2,664
    )Net loss on sales of premises/equipment
    
    
    132
    
    
    
    62
    
    
    
    258Net (gain) loss on sales other real estate
    
    
    41
    
    
    
    (636
    )
    
    
    (571
    )Gain from FDIC-assisted acquisition
    
    
    
    
    
    
    (3,281
    )
    
    
    Proceeds from sales of residential mortgage loans
    
    
    112,147
    
    
    
    153,541
    
    
    
    63,479Residential mortgage loans originated for resale
    
    
    (107,142
    )
    
    
    (154,964
    )
    
    
    (61,195
    )Proceeds from sales of student loans
    
    
    50,377
    
    
    
    88,105
    
    
    
    104,946Student loans originated for resale
    
    
    (19,314
    )
    
    
    (69,817
    )
    
    
    (96,257
    )Net changes in assets and liabilities:Accrued interest receivable
    
    
    2,216
    
    
    
    706
    
    
    
    11,605Other assets
    
    
    10,179
    
    
    
    (17,097
    )
    
    
    (5,012
    )Income taxes payable
    
    
    (1,568
    )
    
    
    1,079
    
    
    
    2,217Excess tax benefit from share-based payment arrangements
    
    
    (40
    )
    
    
    (244
    )
    
    
    (339
    )Accrued interest payable
    
    
    (1,614
    )
    
    
    (3,827
    )
    
    
    (4,423
    )Other liabilities
    
    
    (2,186
    )
    
    
    3,518
    
    
    
    (1,424
    )Net cash provided by operating activities
    
    
    94,298
    
    
    
    44,462
    
    
    
    45,859Investing activities:Proceeds from sales of available for sale securities
    
    
    57,782
    
    
    
    122,694
    
    
    
    7,839Proceeds from principal repayments, calls and maturities:Held to maturity securities
    
    
    2,825
    
    
    
    1,675
    
    
    
    1,000Available for sale securities
    
    
    66,656
    
    
    
    69,578
    
    
    
    193,958Proceeds from sales of other investments
    
    
    9,777
    
    
    
    1,081
    
    
    
    Purchases of other investments
    
    
    (1,116
    )
    
    
    (1,361
    )
    
    
    (1,947
    )Purchases of held to maturity securities
    
    
    (6,498
    )
    
    
    
    
    
    
    (2,500
    )Purchases of available for sale securities
    
    
    (138,205
    )
    
    
    (174,343
    )
    
    
    (201,031
    )(Loans originated) and principal repayments, net
    
    
    146,187
    
    
    
    (50,572
    )
    
    
    (370,558
    )Acquisitions, net, FDIC-assisted
    
    
    
    
    
    
    17,161
    
    
    
    Investment in subsidiary
    
    
    
    
    
    
    
    
    
    
    1,070Purchases of premises and equipment
    
    
    (1,037
    )
    
    
    (5,245
    )
    
    
    (3,655
    )Proceeds from sales of premises and equipment
    
    
    866
    
    
    
    90
    
    
    
    219Proceeds from sales of other real estate
    
    
    15,032
    
    
    
    7,050
    
    
    
    11,595Net cash provided from (used in) investing activities
    
    
    152,269
    
    
    
    (12,192
    )
    
    
    (364,010
    )Financing activities:Net increase (decrease) in deposits
    
    
    (340,002
    )
    
    
    277,601
    
    
    
    121,543Net increase (decrease) in other borrowings
    
    
    (8,420
    )
    
    
    (213,788
    )
    
    
    76,782Net proceeds from issuance of preferred stock
    
    
    
    
    
    
    
    
    
    
    70,000Net proceeds from issuance of common stock
    
    
    54,315
    
    
    
    970
    
    
    
    2,054Net proceeds from issuance of subordinated debentures
    
    
    
    
    
    
    
    
    
    
    34,500Excess tax benefit from share-based payment arrangements
    
    
    40
    
    
    
    244
    
    
    
    339Preferred stock dividends paid
    
    
    (3,500
    )
    
    
    (3,305
    )
    
    
    (243
    )Common stock dividends paid
    
    
    (351
    )
    
    
    (2,432
    )
    
    
    (5,215
    )Net cash provided from (used in) financing activities
    
    
    (297,918
    )
    
    
    59,290
    
    
    
    299,760Net increase (decrease) in cash and cash equivalents
    
    
    (51,351
    )
    
    
    91,560
    
    
    
    (18,391
    )Cash and cash equivalents beginning of period
    
    
    118,847
    
    
    
    27,287
    
    
    
    45,678Cash and cash equivalents end of period
    
    $
    67,496
    
    
    $
    118,847
    
    
    $
    27,287The accompanying notes are an integral part of this statement.
 40




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##### Table of Contents



SOUTHWEST BANCORP, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008
 1. Summary of Significant Accounting and Reporting Policies
 Organization and Nature of Operations
 Basis of Presentation
 Subsequent Events
 Management Estimates
 Cash and Cash Equivalents
  41




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##### Table of Contents



Investment Securities
  Debt and Equity Securities
  Loans
  42




---



##### Table of Contents



Loans Acquired through Transfer  Loan and Debt Securities
Acquired with Deteriorated Credit Quality
 Loss Share Receivable
  Allowance for Loan Losses
 43




---



##### Table of Contents



Receivables:
Subsequent Measurement Contingencies
    Unfunded Loan Commitments 
 44




---



##### Table of Contents



Premises and Equipment
 Other Real Estate
  Goodwill and Other Intangible Assets Intangibles
- Goodwill and Other Business Combinations. Transfers and Servicing
  45




---



##### Table of Contents



Prepaid FDIC Insurance Premium
 Fair Value Measurements Fair Value Measurements and Disclosure
 Loan Servicing Income
 Taxes on Income
 Earnings per Common Share Earnings Per Share
 46




---



##### Table of Contents



Share-Based Compensation
  Comprehensive Income
 Adoption of New Accounting Standards
 Transfers and Servicing
 Consolidation
 Improving Disclosures
about Fair Value Measurements Fair Value Measurements and
Disclosures,
 47




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##### Table of Contents



Disclosures about the Credit
Quality of Financing Receivables and the Allowance for Credit Losses Receivables,
 2. Investment Securities
  Amortized
    
    
    Gross Unrealized
    
    
    Fair(Dollars in thousands)
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    ValueAt December 31, 2010Held to Maturity:Obligations of state and political subdivisions
    
    $
    14,304
    
    
    $
    43
    
    
    $
    (318
    )
    
    $
    14,029Total
    
    $
    14,304
    
    
    $
    43
    
    
    $
    (318
    )
    
    $
    14,029Available for Sale:U.S. Government obligations
    
    $
    1,099
    
    
    $
    9
    
    
    $
    
    
    
    $
    1,108Federal agency securities
    
    
    65,522
    
    
    
    545
    
    
    
    (693
    )
    
    
    65,374Obligations of state and political subdivisions
    
    
    231
    
    
    
    2
    
    
    
    
    
    
    
    233Residential mortgage-backed securities
    
    
    178,695
    
    
    
    3,535
    
    
    
    (2,213
    )
    
    
    180,017Equity securities
    
    
    1,102
    
    
    
    387
    
    
    
    
    
    
    
    1,489Total
    
    $
    246,649
    
    
    $
    4,478
    
    
    $
    (2,906
    )
    
    $
    248,221At December 31, 2009Held to Maturity:Obligations of state and political subdivisions
    
    $
    6,670
    
    
    $
    84
    
    
    $
    
    
    
    $
    6,754Total
    
    $
    6,670
    
    
    $
    84
    
    
    $
    
    
    
    $
    6,754Available for Sale:U.S. Government obligations
    
    $
    1,098
    
    
    $
    2
    
    
    $
    
    
    
    $
    1,100Federal agency securities
    
    
    75,789
    
    
    
    445
    
    
    
    (849
    )
    
    
    75,385Obligations of state and political subdivisions
    
    
    837
    
    
    
    16
    
    
    
    
    
    
    
    853Residential mortgage-backed securities
    
    
    157,539
    
    
    
    2,241
    
    
    
    (634
    )
    
    
    159,146Equity securities
    
    
    936
    
    
    
    283
    
    
    
    
    
    
    
    1,219Total
    
    $
    236,199
    
    
    $
    2,987
    
    
    $
    (1,483
    )
    
    $
    237,703
 48




---



##### Table of Contents



Available for Sale
    
    
    Held to MaturityAmortized
    
    
    Fair
    
    
    Amortized
    
    
    Fair(Dollars in thousands)
    
    Cost
    
    
    Value
    
    
    Cost
    
    
    ValueOne year or less
    
    $
    26,254
    
    
    $
    26,525
    
    
    $
    2,470
    
    
    $
    2,481More than one year through five years
    
    
    138,473
    
    
    
    141,798
    
    
    
    5,344
    
    
    
    5,376More than five years through ten years
    
    
    70,644
    
    
    
    68,494
    
    
    
    6,490
    
    
    
    6,172More than ten years
    
    
    11,278
    
    
    
    11,404
    
    
    
    
    
    
    
    Total
    
    $
    246,649
    
    
    $
    248,221
    
    
    $
    14,304
    
    
    $
    14,029
   (Dollars in thousands)
    
    
    
    2010
    
    2009
    
    2008Proceeds from sales
    
    $
    57,782
    
    
    $
    122,694
    
    
    $
    7,839Gross realized gains
    
    
    2,497
    
    
    
    2,911
    
    
    
    1,290Gross realized losses
    
    
    (3
    )
    
    
    
    
    
    
    (104
    )
  Continuous Unrealized Losses Existing for:Amortized cost of
    
    
    
    
    
    
    
    
    
    
    Fair value ofNumber of
    
    
    securities with
    
    
    Less than
    
    
    12 months
    
    
    securities with(Dollars in thousands)
    
    securities
    
    
    unrealized losses
    
    
    12 months
    
    
    or more
    
    
    unrealized lossesAt December 31, 2010Held to Maturity:Obligations of state and political
subdivisions
    
    
    6
    
    
    $
    6,490
    
    
    $
    (318
    )
    
    $
    
    
    
    $
    6,172Total
    
    
    6
    
    
    $
    6,490
    
    
    $
    (318
    )
    
    $
    
    
    
    $
    6,172Available for Sale:Federal agency securities
    
    
    11
    
    
    $
    26,645
    
    
    $
    (693
    )
    
    $
    
    
    
    $
    25,952Obligations of state and political
subdivisions
    
    
    1
    
    
    
    55
    
    
    
    
    
    
    
    
    
    
    
    55Residential mortgage-backed securities
    
    
    27
    
    
    
    62,197
    
    
    
    (2,213
    )
    
    
    
    
    
    
    59,984Total
    
    
    39
    
    
    $
    88,897
    
    
    $
    (2,906
    )
    
    $
    
    
    
    $
    85,991At December 31, 2009Available for Sale:Federal agency securities
    
    
    14
    
    
    $
    38,710
    
    
    $
    (849
    )
    
    $
    
    
    
    $
    37,861Obligations of state and political
subdivisions
    
    
    1
    
    
    
    55
    
    
    
    
    
    
    
    
    
    
    
    55Residential mortgage-backed securities
    
    
    20
    
    
    
    59,327
    
    
    
    (634
    )
    
    
    
    
    
    
    58,693Total
    
    
    35
    
    
    $
    98,092
    
    
    $
    (1,483
    )
    
    $
    
    
    
    $
    96,609
  49




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##### Table of Contents



3. Loans and Allowance for Loan Losses
  At December 31,2010

    
    
    2009(Dollars in thousands)
    
    Noncovered
    
    
    Covered
    
    
    Noncovered
    
    
    CoveredReal estate mortgage:Commercial
    
    $
    1,310,464
    
    
    $
    30,997
    
    
    $
    1,212,409
    
    
    $
    39,836One-to-four family residential
    
    
    89,800
    
    
    
    9,122
    
    
    
    114,614
    
    
    
    12,630Real estate construction:Commercial
    
    
    441,265
    
    
    
    6,840
    
    
    
    618,078
    
    
    
    12,515One-to-four family residential
    
    
    27,429
    
    
    
    439
    
    
    
    41,109
    
    
    
    5,324Commercial
    
    
    452,626
    
    
    
    5,554
    
    
    
    520,505
    
    
    
    13,412Installment and consumer:Guaranteed student loans
    
    
    5,843
    
    
    
    
    
    
    
    36,163
    
    
    
    Other
    
    
    39,060
    
    
    
    676
    
    
    
    39,550
    
    
    
    1,6882,366,487
    
    
    
    53,628
    
    
    
    2,582,428
    
    
    
    85,405Less: Allowance for loan losses
    
    
    (65,229
    )
    
    
    
    
    
    
    (62,413
    )
    
    
    Total loans, net
    
    $
    2,301,258
    
    
    $
    53,628
    
    
    $
    2,520,015
    
    
    $
    85,405
    50




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##### Table of Contents



2010
    
    
    2009Net
    
    
    Carrying
    
    
    Net
    
    
    Carryingaccretable
    
    
    amount
    
    
    accretable
    
    
    amount(Dollars in thousands)
    
    amount
    
    
    of loans
    
    
    amount
    
    
    of loansFair value of acquired loans
at beginning of period
(acquisition date)
    
    $
    3,074
    
    
    $
    85,405
    
    
    $
    3,743
    
    
    $
    117,096Payments received
    
    
    
    
    
    
    (27,032
    )
    
    
    
    
    
    
    (29,134
    )Transfers to other real estate
    
    
    (115
    )
    
    
    (4,689
    )
    
    
    
    
    
    
    (3,106
    )Charge-offs
    
    
    (23
    )
    
    
    (304
    )
    
    
    (81
    )
    
    
    Amortization
    
    
    (248
    )
    
    
    248
    
    
    
    (588
    )
    
    
    549Balance at end of period
    
    $
    2,688
    
    
    $
    53,628
    
    
    $
    3,074
    
    
    $
    85,405
  For the Year Ended December 31,(Dollars in thousands)
    
    2010
    
    
    2009
    
    
    2008Beginning balance
    
    $
    62,413
    
    
    $
    39,773
    
    
    $
    29,584Provision for loan losses
    
    
    35,560
    
    
    
    39,176
    
    
    
    18,979Loans charged-off
    
    
    (34,439
    )
    
    
    (18,913
    )
    
    
    (9,942
    )Recoveries
    
    
    1,695
    
    
    
    2,377
    
    
    
    1,152Total
    
    $
    65,229
    
    
    $
    62,413
    
    
    $
    39,773
  Commercial
    
    
    1-4 Family
    
    
    Real Estate(Dollars in thousands)
    
    Real Estate
    
    
    Residential
    
    
    Construction
    
    
    Commercial
    
    
    Other
    
    
    TotalDecember 31, 2010Allowance for loan losses ending balance:Individually evaluated for impairment
    
    $
    10,813
    
    
    $
    197
    
    
    $
    5,313
    
    
    $
    3,643
    
    
    $
    28
    
    
    $
    19,994Collectively evaluated for impairment
    
    
    21,695
    
    
    
    1,400
    
    
    
    14,292
    
    
    
    6,962
    
    
    
    886
    
    
    
    45,235Acquired with deteriorated credit
quality
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total ending allowance balance
    
    $
    32,508
    
    
    $
    1,597
    
    
    $
    19,605
    
    
    $
    10,605
    
    
    $
    914
    
    
    $
    65,229Loans receivable ending balance:Individually evaluated for impairment
    
    $
    72,796
    
    
    $
    1,983
    
    
    $
    82,557
    
    
    $
    12,254
    
    
    $
    38
    
    
    $
    169,628Collectively evaluated for impairment
    
    
    1,237,668
    
    
    
    87,817
    
    
    
    386,137
    
    
    
    440,372
    
    
    
    44,865
    
    
    
    2,196,859Acquired with deteriorated credit
quality
    
    
    30,997
    
    
    
    9,122
    
    
    
    7,279
    
    
    
    5,554
    
    
    
    676
    
    
    
    53,628Total ending loans balance
    
    $
    1,341,461
    
    
    $
    98,922
    
    
    $
    475,973
    
    
    $
    458,180
    
    
    $
    45,579
    
    
    $
    2,420,115
 51




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##### Table of Contents



Commercial
    
    
    1-4 Family
    
    
    Real Estate(Dollars in thousands)
    
    Real Estate
    
    
    Residential
    
    
    Construction
    
    
    Commercial
    
    
    Other
    
    
    TotalDecember 31, 2009Allowance for loan losses ending
balances:Individually evaluated for impairment
    
    $
    5,833
    
    
    $
    1,289
    
    
    $
    3,147
    
    
    $
    2,952
    
    
    $
    120
    
    
    $
    13,341Collectively evaluated for impairment
    
    
    20,837
    
    
    
    1,165
    
    
    
    19,094
    
    
    
    7,100
    
    
    
    876
    
    
    
    49,072Acquired with deteriorated credit
quality
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total ending allowance balance
    
    $
    26,670
    
    
    $
    2,454
    
    
    $
    22,241
    
    
    $
    10,052
    
    
    $
    996
    
    
    $
    62,413Loans receivable ending balance:Individually evaluated for impairment
    
    $
    28,351
    
    
    $
    9,385
    
    
    $
    57,586
    
    
    $
    10,406
    
    
    $
    159
    
    
    $
    105,887Collectively evaluated for impairment
    
    
    1,184,058
    
    
    
    105,229
    
    
    
    601,601
    
    
    
    510,099
    
    
    
    75,554
    
    
    
    2,476,541Acquired with deteriorated credit
quality
    
    
    39,836
    
    
    
    12,630
    
    
    
    17,839
    
    
    
    13,412
    
    
    
    1,688
    
    
    
    85,405Total ending loans balance
    
    $
    1,252,245
    
    
    $
    127,244
    
    
    $
    677,026
    
    
    $
    533,917
    
    
    $
    77,401
    
    
    $
    2,667,833
  90 days and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Recorded loans30-89 days
    
    
    greater
    
    
    Total past
    
    
    
    
    
    
    Total
    
    
    > 90 days and(Dollars in thousands)
    
    past due
    
    
    past due
    
    
    due
    
    
    Current
    
    
    loans
    
    
    accruingAt December 31, 2010Noncovered:Real estate mortgage:Commercial real estate
    
    $
    3,793
    
    
    $
    30,510
    
    
    $
    34,303
    
    
    $
    1,276,161
    
    
    $
    1,310,464
    
    
    $
    514One-to-four family
residential
    
    
    1,438
    
    
    
    1,984
    
    
    
    3,422
    
    
    
    86,378
    
    
    
    89,800
    
    
    
    Real estate constructionCommercial real estate
    
    
    7,569
    
    
    
    53,269
    
    
    
    60,838
    
    
    
    380,427
    
    
    
    441,265
    
    
    
    One-to-four family
residential
    
    
    
    
    
    
    14,302
    
    
    
    14,302
    
    
    
    13,127
    
    
    
    27,429
    
    
    
    Commercial
    
    
    10,707
    
    
    
    6,977
    
    
    
    17,684
    
    
    
    434,942
    
    
    
    452,626
    
    
    
    Other
    
    
    1,236
    
    
    
    41
    
    
    
    1,277
    
    
    
    43,626
    
    
    
    44,903
    
    
    
    3Total  noncovered
    
    
    24,743
    
    
    
    107,083
    
    
    
    131,826
    
    
    
    2,234,661
    
    
    
    2,366,487
    
    
    
    517Covered:Real estate mortgage:Commercial real estate
    
    $
    227
    
    
    $
    4,391
    
    
    $
    4,618
    
    
    $
    26,379
    
    
    $
    30,997
    
    
    $
    One-to-four family
residential
    
    
    142
    
    
    
    932
    
    
    
    1,074
    
    
    
    8,048
    
    
    
    9,122
    
    
    
    Real estate constructionCommercial real estate
    
    
    
    
    
    
    4,744
    
    
    
    4,744
    
    
    
    2,096
    
    
    
    6,840
    
    
    
    One-to-four family
residential
    
    
    108
    
    
    
    153
    
    
    
    261
    
    
    
    178
    
    
    
    439
    
    
    
    Commercial
    
    
    
    
    
    
    581
    
    
    
    581
    
    
    
    4,973
    
    
    
    5,554
    
    
    
    Other
    
    
    14
    
    
    
    5
    
    
    
    19
    
    
    
    657
    
    
    
    676
    
    
    
    Total  covered
    
    
    491
    
    
    
    10,806
    
    
    
    11,297
    
    
    
    42,331
    
    
    
    53,628
    
    
    
    Total
    
    $
    25,234
    
    
    $
    117,889
    
    
    $
    143,123
    
    
    $
    2,276,992
    
    
    $
    2,420,115
    
    
    $
    517
 52




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##### Table of Contents



Greater
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Recorded loans30-89 days
    
    
    than 90 days
    
    
    Total past
    
    
    
    
    
    
    Total
    
    
    > 90 days and(Dollars in thousands)
    
    past due
    
    
    past due
    
    
    due
    
    
    Current
    
    
    loans
    
    
    accruingAt December 31, 2009Noncovered:Real estate mortgage:Commercial real estate
    
    $
    778
    
    
    $
    28,451
    
    
    $
    29,229
    
    
    $
    1,183,180
    
    
    $
    1,212,409
    
    
    $
    100One-to-four family
residential
    
    
    725
    
    
    
    9,463
    
    
    
    10,188
    
    
    
    104,426
    
    
    
    114,614
    
    
    
    76Real estate constructionCommercial real estate
    
    
    20
    
    
    
    39,860
    
    
    
    39,880
    
    
    
    578,198
    
    
    
    618,078
    
    
    
    One-to-four family
residential
    
    
    
    
    
    
    17,726
    
    
    
    17,726
    
    
    
    23,383
    
    
    
    41,109
    
    
    
    Commercial
    
    
    2,641
    
    
    
    10,422
    
    
    
    13,063
    
    
    
    507,442
    
    
    
    520,505
    
    
    
    18Other
    
    
    432
    
    
    
    275
    
    
    
    707
    
    
    
    75,006
    
    
    
    75,713
    
    
    
    116Total  noncovered
    
    
    4,596
    
    
    
    106,197
    
    
    
    110,793
    
    
    
    2,471,635
    
    
    
    2,582,428
    
    
    
    310Covered:Real estate mortgage:Commercial real estate
    
    $
    1,452
    
    
    $
    2,389
    
    
    $
    3,841
    
    
    $
    35,995
    
    
    $
    39,836
    
    
    $
    542One-to-four family
residential
    
    
    372
    
    
    
    2,243
    
    
    
    2,615
    
    
    
    10,015
    
    
    
    12,630
    
    
    
    Real estate constructionCommercial real estate
    
    
    212
    
    
    
    6,215
    
    
    
    6,427
    
    
    
    6,088
    
    
    
    12,515
    
    
    
    574One-to-four family
residential
    
    
    1,575
    
    
    
    1,884
    
    
    
    3,459
    
    
    
    1,865
    
    
    
    5,324
    
    
    
    Commercial
    
    
    1,231
    
    
    
    665
    
    
    
    1,896
    
    
    
    11,516
    
    
    
    13,412
    
    
    
    Other
    
    
    16
    
    
    
    62
    
    
    
    78
    
    
    
    1,610
    
    
    
    1,688
    
    
    
    20Total  covered
    
    
    4,858
    
    
    
    13,458
    
    
    
    18,316
    
    
    
    67,089
    
    
    
    85,405
    
    
    
    1,136Total
    
    $
    9,454
    
    
    $
    119,655
    
    
    $
    129,109
    
    
    $
    2,538,724
    
    
    $
    2,667,833
    
    
    $
    1,446
  At December 31,2010
    
    
    2009(Dollars in thousands)
    
    Noncovered
    
    
    Covered
    
    
    Noncovered
    
    
    CoveredReal estate mortgage:Commercial
    
    $
    29,996
    
    
    $
    4,391
    
    
    $
    28,351
    
    
    $
    1,847One-to-four family residential
    
    
    1,984
    
    
    
    932
    
    
    
    9,387
    
    
    
    2,243Real estate construction:Commercial
    
    
    53,269
    
    
    
    4,744
    
    
    
    39,860
    
    
    
    5,641One-to-four family residential
    
    
    14,302
    
    
    
    153
    
    
    
    17,726
    
    
    
    1,884Commercial
    
    
    6,977
    
    
    
    581
    
    
    
    10,404
    
    
    
    665Other consumer
    
    
    38
    
    
    
    5
    
    
    
    159
    
    
    
    42Total nonaccrual loans
    
    $
    106,566
    
    
    $
    10,806
    
    
    $
    105,887
    
    
    $
    12,322
  53




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##### Table of Contents



Unpaid
    
    
    
    
    
    Average
    
    InterestRecorded
    
    Principal
    
    Related
    
    Recorded
    
    Income(Dollars in thousands)
    
    Investment
    
    Balance
    
    Allowance
    
    Investment
    
    RecognizedAt December 31, 2010Noncovered:With no specific allowance recorded:Commercial real estate
    
    $
    30,064
    
    
    $
    30,534
    
    
    $
    
    
    
    $
    23,473
    
    
    $
    16One-to-four family residential
    
    
    323
    
    
    
    368
    
    
    
    
    
    
    
    343
    
    
    
    19Real estate construction
    
    
    46,978
    
    
    
    51,644
    
    
    
    
    
    
    
    36,141
    
    
    
    741Commercial
    
    
    3,790
    
    
    
    5,039
    
    
    
    
    
    
    
    2,075
    
    
    
    (49
    )With a specific allowance recorded:Commercial real estate
    
    
    42,732
    
    
    
    46,192
    
    
    
    10,813
    
    
    
    37,191
    
    
    
    One-to-four family residential
    
    
    1,660
    
    
    
    1,909
    
    
    
    197
    
    
    
    1,382
    
    
    
    Real estate construction
    
    
    35,579
    
    
    
    37,667
    
    
    
    5,313
    
    
    
    26,217
    
    
    
    Commercial
    
    
    8,464
    
    
    
    8,728
    
    
    
    3,643
    
    
    
    2,971
    
    
    
    2Other
    
    
    38
    
    
    
    48
    
    
    
    28
    
    
    
    34
    
    
    
    Total noncovered
    
    $
    169,628
    
    
    $
    182,129
    
    
    $
    19,994
    
    
    $
    129,827
    
    
    $
    729Covered:With no specific allowance recorded:Commercial real estate
    
    $
    4,391
    
    
    $
    6,120
    
    
    $
    
    
    
    $
    35,783
    
    
    $
    15One-to-four family residential
    
    
    932
    
    
    
    1,104
    
    
    
    
    
    
    
    10,848
    
    
    
    43Real estate construction
    
    
    4,897
    
    
    
    6,179
    
    
    
    
    
    
    
    12,079
    
    
    
    Commercial
    
    
    581
    
    
    
    1,092
    
    
    
    
    
    
    
    8,852
    
    
    
    8Other
    
    
    5
    
    
    
    14
    
    
    
    
    
    
    
    1,144
    
    
    
    Total covered
    
    $
    10,806
    
    
    $
    14,509
    
    
    $
    
    
    
    $
    68,706
    
    
    $
    66
 At December 31, 2009Noncovered:With no related allowance recorded:Commercial real estate
    
    $
    1,735
    
    
    $
    2,215
    
    
    $
    
    
    
    $
    692
    
    
    $
    One-to-four family residential
    
    
    1,234
    
    
    
    1,253
    
    
    
    
    
    
    
    453
    
    
    
    Real estate construction
    
    
    44,670
    
    
    
    44,886
    
    
    
    
    
    
    
    16,300
    
    
    
    Commercial
    
    
    4,343
    
    
    
    4,874
    
    
    
    
    
    
    
    5,111
    
    
    
    With an allowance recorded:Commercial real estate
    
    $
    26,616
    
    
    $
    28,511
    
    
    $
    5,833
    
    
    $
    16,900
    
    
    $
    652One-to-four family residential
    
    
    8,153
    
    
    
    8,151
    
    
    
    1,289
    
    
    
    7,299
    
    
    
    16Real estate construction
    
    
    12,916
    
    
    
    15,021
    
    
    
    3,147
    
    
    
    11,510
    
    
    
    Commercial
    
    
    6,061
    
    
    
    6,239
    
    
    
    2,952
    
    
    
    3,263
    
    
    
    1,394Other
    
    
    159
    
    
    
    164
    
    
    
    120
    
    
    
    65
    
    
    
    Total noncovered
    
    $
    105,887
    
    
    $
    111,314
    
    
    $
    13,341
    
    
    $
    61,593
    
    
    $
    2,062Covered:With no related allowance recorded:Commercial real estate
    
    $
    1,847
    
    
    $
    2,919
    
    
    $
    
    
    
    
    *
    
    
    $
    One-to-four family residential
    
    
    2,243
    
    
    
    3,324
    
    
    
    
    
    
    
    *
    
    
    
    Real estate construction
    
    
    7,525
    
    
    
    9,190
    
    
    
    
    
    
    
    *
    
    
    
    Commercial
    
    
    665
    
    
    
    2,228
    
    
    
    
    
    
    
    *
    
    
    
    Other
    
    
    42
    
    
    
    46
    
    
    
    
    
    
    
    *
    
    
    
    Total covered
    
    $
    12,322
    
    
    $
    17,707
    
    
    $
    
    
    
    
    *
    
    
    $
    
 *
    
    Information regarding average recorded investment for covered loans is not
readily available. 54




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##### Table of Contents



Special mention
 Substandard
 Doubtful
  Commercial
    
    1-4 Family
    
    Real Estate(Dollars in thousands)
    
    Real Estate
    
    Residential
    
    Construction
    
    Commercial
    
    Other
    
    TotalAt December 31, 2010Grade:Pass
    
    $
    1,190,587
    
    
    $
    93,961
    
    
    $
    276,613
    
    
    $
    399,344
    
    
    $
    44,161
    
    
    $
    2,004,666Special Mention
    
    
    13,854
    
    
    
    1,840
    
    
    
    24,023
    
    
    
    13,436
    
    
    
    1,340
    
    
    
    54,493Substandard
    
    
    132,148
    
    
    
    2,644
    
    
    
    168,220
    
    
    
    41,906
    
    
    
    54
    
    
    
    344,972Doubtful
    
    
    4,872
    
    
    
    477
    
    
    
    7,117
    
    
    
    3,494
    
    
    
    24
    
    
    
    15,984Total
    
    $
    1,341,461
    
    
    $
    98,922
    
    
    $
    475,973
    
    
    $
    458,180
    
    
    $
    45,579
    
    
    $
    2,420,115At December 31, 2009Grade:Pass
    
    $
    1,096,257
    
    
    $
    113,594
    
    
    $
    445,467
    
    
    $
    485,627
    
    
    $
    76,339
    
    
    $
    2,217,284Special Mention
    
    
    8,689
    
    
    
    1,188
    
    
    
    48,901
    
    
    
    4,880
    
    
    
    789
    
    
    
    64,447Substandard
    
    
    147,010
    
    
    
    12,285
    
    
    
    179,400
    
    
    
    42,186
    
    
    
    271
    
    
    
    381,152Doubtful
    
    
    289
    
    
    
    177
    
    
    
    3,258
    
    
    
    1,224
    
    
    
    2
    
    
    
    4,950Total
    
    $
    1,252,245
    
    
    $
    127,244
    
    
    $
    677,026
    
    
    $
    533,917
    
    
    $
    77,401
    
    
    $
    2,667,833
 55




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##### Table of Contents



4. Premises and Equipment
  At December 31,(Dollars in thousands)
    
    2010
    
    2009Land
    
    $
    6,046
    
    
    $
    6,841Buildings and improvements
    
    
    17,985
    
    
    
    17,872Furniture, fixtures, and equipment
    
    
    32,015
    
    
    
    32,463Construction/Remodeling in progress
    
    
    95
    
    
    
    13956,141
    
    
    
    57,315Accumulated depreciation
    
    
    (32,369
    )
    
    
    (30,779
    )Total premises and equipment, net
    
    $
    23,772
    
    
    $
    26,536
   (Dollars in thousands)2011
    
    $
    2,3802012
    
    
    1,9772013
    
    
    1,5492014
    
    
    1,1242015
    
    
    1,095Thereafter
    
    
    1,019Total
    
    $
    9,144
  5. Goodwill and Other Intangible Assets
   At December 31,(Dollars in thousands)
    
    2010
    
    2009Core deposit premiums
    
    $
    6,353
    
    
    $
    6,353Less accumulated amortization
    
    
    2,796
    
    
    
    2,249Core deposit premiums, net
    
    $
    3,557
    
    
    $
    4,104Loan servicing rights
    
    $
    7,781
    
    
    $
    6,687Less accumulated amortization
    
    
    5,967
    
    
    
    5,012Loan servicing rights, net
    
    $
    1,814
    
    
    $
    1,675Other intangible assets, net
    
    $
    5,371
    
    
    $
    5,779
  56




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##### Table of Contents



Core Deposit
    
    Loan Servicing(Dollars in thousands)
    
    Premiums
    
    Rights
    
    Total2011
    
    
    527
    
    
    
    693
    
    
    
    1,2202012
    
    
    488
    
    
    
    517
    
    
    
    1,0052013
    
    
    484
    
    
    
    351
    
    
    
    8352014
    
    
    514
    
    
    
    170
    
    
    
    6842015
    
    
    474
    
    
    
    70
    
    
    
    544Thereafter
    
    
    1,070
    
    
    
    13
    
    
    
    1,083$
    3,557
    
    
    $
    1,814
    
    
    $
    5,371
 6. 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.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. This category
includes U.S. Government and agency securities, residential
mortgage-backed debt securities, municipal obligation securities,
loans held for sale, certain private equity investments, and other
real estate.Level 3
    
    Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets
or liabilities. Level 3 assets and liabilities 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 impaired loans, certain other real estate,
goodwill, and other intangible assets.
 57




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##### Table of Contents



Loans held for sale
 Available for sale securities
  Fair Value Measurements UsingQuoted Prices inActive Markets for
    
    Significant Other
    
    SignificantIdentical Assets
    
    Observable Inputs
    
    Unobservable Inputs(Dollars in thousands)
    
    Total
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)At December 31, 2010Loans held for sale:Student loans
    
    $
    5,843
    
    
    $
    
    
    
    $
    5,843
    
    
    $
    One-to-four family residential
    
    
    2,300
    
    
    
    
    
    
    
    2,300
    
    
    
    Other loans held for sale
    
    
    27,051
    
    
    
    
    
    
    
    27,051
    
    
    
    Available for sale securities:U.S. Government obligations
    
    
    1,108
    
    
    
    1,108
    
    
    
    
    
    
    
    Federal agency securities
    
    
    65,374
    
    
    
    
    
    
    
    65,374
    
    
    
    Obligations of state and political
subdivisions
    
    
    233
    
    
    
    
    
    
    
    233
    
    
    
    Residential mortgage-backed securities
    
    
    180,017
    
    
    
    
    
    
    
    180,017
    
    
    
    Equity securities
    
    
    1,489
    
    
    
    222
    
    
    
    1,267
    
    
    
    Total
    
    $
    283,415
    
    
    $
    1,330
    
    
    $
    282,085
    
    
    $
    
 58




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##### Table of Contents



Fair Value Measurements UsingQuoted Prices inActive Markets for
    
    Significant Other
    
    SignificantIdentical Assets
    
    Observable Inputs
    
    Unobservable Inputs(Dollars in thousands)
    
    Total
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)At December 31, 2009Loans held for sale:Student loans
    
    $
    36,163
    
    
    $
    
    
    
    $
    36,163
    
    
    $
    One-to-four family residential
    
    
    5,612
    
    
    
    
    
    
    
    5,612
    
    
    
    Other loans held for sale
    
    
    1,359
    
    
    
    
    
    
    
    1,359
    
    
    
    Available for sale securities:U.S. Government obligations
    
    
    1,100
    
    
    
    1,100
    
    
    
    
    
    
    
    Federal agency securities
    
    
    75,385
    
    
    
    
    
    
    
    75,385
    
    
    
    Obligations of state and political
subdivisions
    
    
    853
    
    
    
    
    
    
    
    853
    
    
    
    Residential mortgage-backed securities
    
    
    159,145
    
    
    
    
    
    
    
    159,146
    
    
    
    Equity securities
    
    
    1,220
    
    
    
    141
    
    
    
    1,078
    
    
    
    Total
    
    $
    280,837
    
    
    $
    1,241
    
    
    $
    279,596
    
    
    $
    
  Impaired loans
 Other real estate
 Goodwill
 Core deposit premiums
 Mortgage loan servicing rights
 59




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##### Table of Contents



Fair Value Measurements UsingQuoted Prices inActive Markets for
    
    Significant Other
    
    SignificantFair Value
    
    Identical Assets
    
    Observable Inputs
    
    Unobservable Inputs
    
    Total Gains(Dollars in thousands)
    
    Total
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)
    
    (Losses)At December 31, 2010Noncovered impaired loans at fair value :Commercial real estate
    
    $
    43,349
    
    
    $
    
    
    
    $
    43,349
    
    
    $
    
    
    
    $
    (5,003
    )One-to-four family residential
    
    
    1,660
    
    
    
    
    
    
    
    1,660
    
    
    
    
    
    
    
    1,819Real estate construction
    
    
    42,577
    
    
    
    
    
    
    
    29,072
    
    
    
    13,505
    
    
    
    (4,144
    )Commercial
    
    
    9,727
    
    
    
    
    
    
    
    9,727
    
    
    
    
    
    
    
    (1,214
    )Other consumer
    
    
    38
    
    
    
    
    
    
    
    38
    
    
    
    
    
    
    
    86Noncovered other real estate
    
    
    37,722
    
    
    
    
    
    
    
    37,722
    
    
    
    
    
    
    
    (360
    )Total
    
    $
    135,073
    
    
    $
    
    
    
    $
    121,568
    
    
    $
    13,505
    
    
    $
    (8,816
    )At December 31, 2009Noncovered impaired loans at fair value :Commercial real estate
    
    
    26,943
    
    
    
    
    
    
    
    26,943
    
    
    
    
    
    
    
    (7,780
    )One-to-four family residential
    
    
    8,151
    
    
    
    
    
    
    
    8,151
    
    
    
    
    
    
    
    (2,148
    )Real estate construction
    
    
    20,414
    
    
    
    
    
    
    
    2,688
    
    
    
    17,726
    
    
    
    (3,325
    )Commercial
    
    
    9,838
    
    
    
    
    
    
    
    9,838
    
    
    
    
    
    
    
    (635
    )Other consumer
    
    
    159
    
    
    
    
    
    
    
    159
    
    
    
    
    
    
    
    (118
    )Mortgage loan servicing rights
    
    
    1,850
    
    
    
    
    
    
    
    
    
    
    
    1,850
    
    
    
    (329
    )Total
    
    $
    67,355
    
    
    $
    
    
    
    $
    47,779
    
    
    $
    19,576
    
    
    $
    (14,335
    )
    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
  At December 31, 2010
    
    At December 31, 2009Carrying
    
    Fair
    
    Carrying
    
    Fair(Dollars in thousands)
    
    Values
    
    Values
    
    Values
    
    ValuesCash and cash equivalents
    
    $
    67,496
    
    
    $
    67,496
    
    
    $
    118,847
    
    
    $
    118,847Investment securities:Held to maturity
    
    
    14,304
    
    
    
    14,029
    
    
    
    6,670
    
    
    
    6,754Available for sale
    
    
    248,221
    
    
    
    248,221
    
    
    
    237,703
    
    
    
    237,703Other investments
    
    
    10,404
    
    
    
    10,404
    
    
    
    19,066
    
    
    
    19,066Total loans, net of allowance
    
    
    2,354,886
    
    
    
    2,279,605
    
    
    
    2,605,420
    
    
    
    2,567,369Accrued interest receivable
    
    
    8,590
    
    
    
    8,590
    
    
    
    10,806
    
    
    
    10,806Deposits
    
    
    2,252,728
    
    
    
    2,119,840
    
    
    
    2,592,730
    
    
    
    2,583,691Accrued interest payable
    
    
    1,577
    
    
    
    1,577
    
    
    
    3,191
    
    
    
    3,191Other liabilities
    
    
    8,981
    
    
    
    8,981
    
    
    
    13,121
    
    
    
    13,121Other borrowings
    
    
    94,602
    
    
    
    100,550
    
    
    
    103,022
    
    
    
    103,527Subordinated debentures
    
    
    81,963
    
    
    
    84,654
    
    
    
    81,963
    
    
    
    83,343
 7. Deposits and Other Borrowed Funds
  (Dollars in thousands)
    
    2010
    
    2009Noninterest-bearing demand
    
    $
    377,182
    
    
    $
    324,829Interest-bearing demand
    
    
    92,584
    
    
    
    74,201Money market accounts
    
    
    495,253
    
    
    
    505,521Savings accounts
    
    
    26,665
    
    
    
    25,730Time deposits of $100,000 or more
    
    
    694,565
    
    
    
    1,004,439Other time deposits
    
    
    566,479
    
    
    
    658,010Total deposits
    
    $
    2,252,728
    
    
    $
    2,592,730
 61




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##### Table of Contents



(Dollars in thousands)2011
    
    $
    1,078,9232012
    
    
    147,1122013
    
    
    24,2762014
    
    
    5,7402015
    
    
    4,968Thereafter
    
    
    25Total time deposits
    
    $
    1,261,044
  2010
    
    2009Balance at
    
    
    
    
    
    Weighted Average
    
    Balance at
    
    
    
    
    
    Weighted Average(Dollars in thousands)
    
    December 31,
    
    Average Balance
    
    Rate
    
    December 31,
    
    Average Balance
    
    RateFederal funds purchased
    
    $
    10,060
    
    
    $
    6,848
    
    
    
    0.18
    %
    
    $
    10,060
    
    
    $
    36,732
    
    
    
    0.20
    %Securities sold under repurchase agreements
    
    
    26,492
    
    
    
    22,945
    
    
    
    0.25
    
    
    
    23,259
    
    
    
    27,174
    
    
    
    0.32Federal Home Loan Bank advances
    
    
    56,500
    
    
    
    64,967
    
    
    
    3.03
    
    
    
    68,560
    
    
    
    103,510
    
    
    
    3.04Treasury, tax and loan note
option
    
    
    1,550
    
    
    
    1,381
    
    
    
    
    
    
    
    1,143
    
    
    
    1,115
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,151
    
    
    
    5.36$
    94,602
    
    
    
    
    
    
    
    
    
    
    $
    103,022
   62




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##### Table of Contents



8. Subordinated Debentures
  Subordinated
    
    Trust PreferredDebentures Owed
    
    Securities of the
    
    Interest Rates at
    
    Final Maturity(Dollars in thousands)
    
    to Trusts
    
    Trusts
    
    December 31, 2010
    
    DateOKSB Statutory Trust I
    
    $
    20,619
    
    
    $
    20,000
    
    
    
    3.40
    %
    
    June 26, 2033SBI Capital Trust II
    
    
    25,774
    
    
    
    25,000
    
    
    
    3.14
    %
    
    October 7, 2033Southwest Capital Trust II
    
    
    35,570
    
    
    
    34,500
    
    
    
    10.50
    %
    
    September 15, 2038$
    81,963
    
    
    $
    79,500
     63




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##### Table of Contents



Consolidation
 9. Income Taxes
  For the Year Ended December 31,(Dollars in thousands)
    
    2010
    
    2009
    
    2008Current tax expense:Federal
    
    $
    11,852
    
    
    $
    13,032
    
    
    $
    9,604State
    
    
    694
    
    
    
    1,134
    
    
    
    1,961Deferred tax benefit:Federal
    
    
    (2,455
    )
    
    
    (6,158
    )
    
    
    (1,747
    )State
    
    
    (353
    )
    
    
    (397
    )
    
    
    (329
    )Taxes on income
    
    $
    9,738
    
    
    $
    7,611
    
    
    $
    9,489
 64




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##### Table of Contents



For the Year Ended December 31,(Dollars in thousands)
    
    2010
    
    2009
    
    2008Computed tax expense at statutory rates
    
    $
    9,346
    
    
    $
    7,207
    
    
    $
    8,537Increase (decrease) in income taxes resulting from:Benefit of income not subject to U.S. Federal income tax
    
    
    (135
    )
    
    
    (142
    )
    
    
    (174
    )Expenses not deductible for U.S. Federal income tax
    
    
    191
    
    
    
    178
    
    
    
    372State income taxes, net of Federal income tax benefit
    
    
    292
    
    
    
    165
    
    
    
    405New markets tax credit
    
    
    
    
    
    
    (151
    )
    
    
    (151
    )Expiration of capital loss carryforward
    
    
    
    
    
    
    
    
    
    
    37Texas tax refund (federally tax affected)
    
    
    (559
    )
    
    
    
    
    
    
    Other
    
    
    603
    
    
    
    354
    
    
    
    463Taxes on income
    
    $
    9,738
    
    
    $
    7,611
    
    
    $
    9,489
   At December 31,(Dollars in thousands)
    
    2010
    
    2009Provision for loan losses
    
    $
    25,694
    
    
    $
    24,751Accumulated depreciation
    
    
    (3,407
    )
    
    
    (3,486
    )Prepaid maintenance
    
    
    (384
    )
    
    
    (359
    )Nonaccrual loan interest
    
    
    1,221
    
    
    
    792Deferred compensation accrual
    
    
    316
    
    
    
    261Mark-to-market adjustments
    
    
    
    
    
    
    47FHLB stock dividends
    
    
    (1,093
    )
    
    
    (989
    )Write-downs on other real estate
    
    
    142
    
    
    
    10Amortizable assets
    
    
    (262
    )
    
    
    (404
    )Stock-based compensation
    
    
    174
    
    
    
    177Litigation and settlement
    
    
    
    
    
    
    2New markets tax credit
    
    
    (460
    )
    
    
    (460
    )Dividend  equity vs cost method
    
    
    (344
    )
    
    
    (209
    )Section 597 gain  FNBA FDIC-assisted acquisition
    
    
    (326
    )
    
    
    (589
    )Inside basis difference on acquired loans
    
    
    48
    
    
    
    (562
    )Other
    
    
    415
    
    
    
    (58
    )21,734
    
    
    
    18,924Deferred taxes (payable) receivable on investments securities available for sale
    
    
    (593
    )
    
    
    568Net deferred tax asset
    
    $
    21,141
    
    
    $
    19,492
  65




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##### Table of Contents



(Dollars in thousands)
    
    2010
    
    2009Balance at January 1
    
    $
    4,597
    
    
    $
    3,966Increases as a result of tax positions taken during current period
    
    
    736
    
    
    
    631Increases as a result of tax positions taken during prior period
    
    
    
    
    
    
    Decreases relating to settlements with taxing authorities
    
    
    
    
    
    
    Reductions due to lapse of the applicable statute of limitations
    
    
    
    
    
    
    Balance at December 31
    
    $
    5,333
    
    
    $
    4,597
   10. Shareholders Equity
       66




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##### Table of Contents



11. Earnings Per Common Share
  (Dollars in thousands, except earnings per share data)
    
    2010
    
    2009
    
    2008Numerator:Net income
    
    $
    16,964
    
    
    $
    12,982
    
    
    $
    14,901Preferred dividend
    
    
    (3,500
    )
    
    
    (3,500
    )
    
    
    (243
    )Warrant amortization
    
    
    (687
    )
    
    
    (645
    )
    
    
    Net income available to common shareholders
    
    
    12,777
    
    
    
    8,837
    
    
    
    14,658Earnings allocated to participating securities
    
    
    (36
    )
    
    
    (26
    )
    
    
    (31
    )Numerator for basic earnings per common share
    
    
    12,741
    
    
    
    8,811
    
    
    
    14,627Effect of reallocating undistributed earnings
of participating securities
    
    
    
    
    
    
    
    
    
    
    Numerator for diluted earnings per common share
    
    
    12,741
    
    
    
    8,811
    
    
    
    14,627Denominator:Denominator for basic earnings per common share -
Weighted average common shares outstanding
    
    
    17,848,610
    
    
    
    14,625,847
    
    
    
    14,471,242Effect of dilutive securities:Stock options
    
    
    16,581
    
    
    
    48,279
    
    
    
    157,037Warrant
    
    
    
    
    
    
    
    
    
    
    Denominator for diluted earnings per common share
    
    
    17,865,191
    
    
    
    14,674,126
    
    
    
    14,628,279Earnings per common share:Basic
    
    $
    0.71
    
    
    $
    0.60
    
    
    $
    1.01Diluted
    
    $
    0.71
    
    
    $
    0.60
    
    
    $
    1.00
 12. Capital Requirements & Regulatory Matters
    67




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##### Table of Contents




    
    Establishing and ensuring compliance with a plan to reduce credit risk and improve loan
portfolio management;
    
    Eliminating credit weaknesses in nonperforming and potential problem loans;
    
    On-going review and grading of the Stillwater Nationals loan portfolio;
    
    Improving Stillwater Nationals position regarding nonperforming and potential problem
loans and other real estate owned;
    
    Improving loan portfolio concentration risk management; and
    
    Establishing and operating a loan workout department.
   To Be Well CapitalizedUnder Prompt Corrective
    
    For CapitalActual
    
    Action Provisions
    
    Adequacy Purposes(Dollars in thousands)
    
    Amount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    RatioAs of December 31, 2010:Total Capital (to risk-weighted
assets)Southwest
    
    $
    477,930
    
    
    
    19.06
    %
    
    
    N/A
    
    
    
    N/A
    
    
    $
    200,629
    
    
    
    8.00
    %Stillwater National
    
    
    392,705
    
    
    
    17.22
    
    
    $
    228,114
    
    
    
    10.00
    %
    
    
    182,491
    
    
    
    8.00Bank of Kansas
    
    
    34,501
    
    
    
    16.58
    
    
    
    20,814
    
    
    
    10.00
    
    
    
    16,651
    
    
    
    8.00Tier I Capital (to risk-weighted
assets)Southwest
    
    
    445,966
    
    
    
    17.78
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    100,315
    
    
    
    4.00Stillwater National
    
    
    348,685
    
    
    
    15.29
    
    
    
    136,868
    
    
    
    6.00
    
    
    
    91,245
    
    
    
    4.00Bank of Kansas
    
    
    31,866
    
    
    
    15.31
    
    
    
    12,488
    
    
    
    6.00
    
    
    
    8,326
    
    
    
    4.00Tier I Leverage (to average assets)Southwest
    
    
    445,966
    
    
    
    15.55
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    114,685
    
    
    
    4.00Stillwater National
    
    
    348,685
    
    
    
    13.84
    
    
    
    125,991
    
    
    
    5.00
    
    
    
    100,793
    
    
    
    4.00Bank of Kansas
    
    
    31,866
    
    
    
    9.60
    
    
    
    16,605
    
    
    
    5.00
    
    
    
    13,284
    
    
    
    4.00As of December 31, 2009:Total Capital (to risk-weighted
assets)Southwest
    
    $
    413,438
    
    
    
    14.55
    %
    
    
    N/A
    
    
    
    N/A
    
    
    $
    227,318
    
    
    
    8.00
    %Stillwater National
    
    
    357,219
    
    
    
    13.84
    
    
    $
    258,032
    
    
    
    10.00
    %
    
    
    206,426
    
    
    
    8.00Bank of Kansas
    
    
    28,476
    
    
    
    11.39
    
    
    
    24,991
    
    
    
    10.00
    
    
    
    19,993
    
    
    
    8.00Tier I Capital (to risk-weighted
assets)Southwest
    
    
    377,418
    
    
    
    13.28
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    113,659
    
    
    
    4.00Stillwater National
    
    
    309,530
    
    
    
    12.00
    
    
    
    154,819
    
    
    
    6.00
    
    
    
    103,213
    
    
    
    4.00Bank of Kansas
    
    
    25,352
    
    
    
    10.14
    
    
    
    14,994
    
    
    
    6.00
    
    
    
    9,996
    
    
    
    4.00Tier I Leverage (to average assets)Southwest
    
    
    377,418
    
    
    
    12.42
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    121,561
    
    
    
    4.00Stillwater National
    
    
    309,530
    
    
    
    11.37
    
    
    
    136,115
    
    
    
    5.00
    
    
    
    108,892
    
    
    
    4.00Bank of Kansas
    
    
    25,352
    
    
    
    7.13
    
    
    
    17,771
    
    
    
    5.00
    
    
    
    14,217
    
    
    
    4.00
  68




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13. Employee Benefits
   Stock Options
  69




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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, 2007
    
    
    883,770
    
    
    $
    15.56Granted
    
    
    5,000
    
    
    
    16.93Exercised
    
    
    (193,758
    )
    
    
    9.99Canceled/expired
    
    
    (3,901
    )
    
    
    21.39Outstanding at December 31, 2008
    
    
    691,111
    
    
    $
    17.10Granted
    
    
    
    
    
    
    Exercised
    
    
    (139,170
    )
    
    
    6.39Canceled/expired
    
    
    (172,617
    )
    
    
    17.20Outstanding at December 31, 2009
    
    
    379,324
    
    
    $
    20.98Granted
    
    
    
    
    
    
    Exercised
    
    
    (38,100
    )
    
    
    5.29Canceled/expired
    
    
    (139,009
    )
    
    
    20.89Outstanding at December 31, 2010
    
    
    202,215
    
    
    $
    24.00
    
    
    
    0.78
    
    
    
    Total exercisable at December 31, 2008
    
    
    634,451
    
    
    $
    16.85Total exercisable at December 31, 2009
    
    
    377,657
    
    
    $
    21.00Total exercisable at December 31, 2010
    
    
    202,215
    
    
    $
    24.00
    
    
    
    0.78
    
    
    
    
    Shares
    
    WeightedIssuable
    
    AverageUpon Exercise
    
    Grant Dateof Options
    
    Fair ValueNonvested Balance at December 31, 2009
    
    
    1,667
    
    
    $
    3.71Granted
    
    
    
    
    
    
    Vested
    
    
    (1,667
    )
    
    
    3.71Forfeited
    
    
    
    
    
    
    Nonvested Balance at December 31, 2010
    
    
    
    
    
    
    
 Restricted Stock
  70




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##### Table of Contents



14. Related Party Transactions
   15. Financial Instruments with Off-Balance Sheet Risk
   At December 31,(Dollars in thousands)
    
    2010
    
    2009Commitments to extend commercial and real estate mortgage credit
    
    $
    219,795
    
    
    $
    387,486Standby and commercial letters of credit
    
    
    4,770
    
    
    
    5,105Total
    
    $
    224,565
    
    
    $
    392,591
  71




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##### Table of Contents



16. Commitments and Contingencies
    17. Operating Segments
      72




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##### Table of Contents



For the Year Ended December 31, 2010Oklahoma
    
    Texas
    
    Kansas
    
    Other States
    
    Secondary
    
    Other
    
    Total(Dollars in thousands)
    
    Banking
    
    Banking
    
    Banking
    
    Banking
    
    Market
    
    Operations *
    
    CompanyNet interest income
    
    $
    43,557
    
    
    $
    42,295
    
    
    $
    15,437
    
    
    $
    8,202
    
    
    $
    1,560
    
    
    $
    (3,720
    )
    
    $
    107,331Provision for loan losses
    
    
    66
    
    
    
    22,992
    
    
    
    3,605
    
    
    
    8,897
    
    
    
    
    
    
    
    
    
    
    
    35,560Noninterest income
    
    
    7,866
    
    
    
    1,718
    
    
    
    4,050
    
    
    
    362
    
    
    
    2,319
    
    
    
    2,249
    
    
    
    18,564Noninterest expense
    
    
    27,724
    
    
    
    13,813
    
    
    
    14,455
    
    
    
    2,772
    
    
    
    2,302
    
    
    
    2,567
    
    
    
    63,633Income before taxes
    
    
    23,633
    
    
    
    7,208
    
    
    
    1,427
    
    
    
    (3,105
    )
    
    
    1,577
    
    
    
    (4,038
    )
    
    
    26,702Taxes on income
    
    
    8,769
    
    
    
    2,685
    
    
    
    543
    
    
    
    (1,147
    )
    
    
    597
    
    
    
    (1,709
    )
    
    
    9,738Net income
    
    $
    14,864
    
    
    $
    4,523
    
    
    $
    884
    
    
    $
    (1,958
    )
    
    $
    980
    
    
    $
    (2,329
    )
    
    $
    16,964
 
 *
    
    Includes externally generated revenue of $8.0 million, primarily from investing services, and an internally generated loss of $9.5
million from the funds management unit Fixed asset expenditures
    
    $
    161
    
    
    $
    40
    
    
    $
    152
    
    
    $
    
    
    
    $
    52
    
    
    $
    632
    
    
    $
    1,037Total loans at period end
    
    
    871,393
    
    
    
    982,845
    
    
    
    289,642
    
    
    
    241,041
    
    
    
    35,194
    
    
    
    
    
    
    
    2,420,115Total assets at period end
    
    
    899,269
    
    
    
    976,383
    
    
    
    389,813
    
    
    
    231,590
    
    
    
    37,483
    
    
    
    286,003
    
    
    
    2,820,541Total deposits at period end
    
    
    1,565,124
    
    
    
    160,181
    
    
    
    270,271
    
    
    
    
    
    
    
    1,389
    
    
    
    255,763
    
    
    
    2,252,728
 For the Year Ended December 31, 2009Oklahoma
    
    Texas
    
    Kansas
    
    Other States
    
    Secondary
    
    Other
    
    Total(Dollars in thousands)
    
    Banking
    
    Banking
    
    Banking**
    
    Banking
    
    Market
    
    Operations *
    
    CompanyNet interest income
    
    $
    44,651
    
    
    $
    42,236
    
    
    $
    14,518
    
    
    $
    9,424
    
    
    $
    1,139
    
    
    $
    (13,277
    )
    
    $
    98,691Provision for loan losses
    
    
    7,977
    
    
    
    12,838
    
    
    
    8,053
    
    
    
    10,308
    
    
    
    
    
    
    
    
    
    
    
    39,176Noninterest income
    
    
    8,899
    
    
    
    1,805
    
    
    
    6,020
    
    
    
    422
    
    
    
    2,063
    
    
    
    2,727
    
    
    
    21,936Noninterest expense
    
    
    25,993
    
    
    
    13,877
    
    
    
    11,918
    
    
    
    2,146
    
    
    
    3,439
    
    
    
    3,485
    
    
    
    60,858Income before taxes
    
    
    19,580
    
    
    
    17,326
    
    
    
    567
    
    
    
    (2,608
    )
    
    
    (237
    )
    
    
    (14,035
    )
    
    
    20,593Taxes on income
    
    
    7,420
    
    
    
    6,604
    
    
    
    143
    
    
    
    (990
    )
    
    
    (89
    )
    
    
    (5,477
    )
    
    
    7,611Net income
    
    $
    12,160
    
    
    $
    10,722
    
    
    $
    424
    
    
    $
    (1,618
    )
    
    $
    (148
    )
    
    $
    (8,558
    )
    
    $
    12,982
 
 *
    
    Includes externally generated revenue of $9.6 million, primarily from investing services, and an internally generated loss of $20.2 million from the
funds management unit**
    
    Noninterest income includes the $3.3 million gain on acquisition previously described. Fixed asset expenditures
    
    $
    2,290
    
    
    $
    10
    
    
    $
    2,419
    
    
    $
    
    
    
    $
    
    
    
    $
    526
    
    
    $
    5,245Total loans at period end
    
    
    933,150
    
    
    
    1,054,404
    
    
    
    359,633
    
    
    
    277,512
    
    
    
    43,134
    
    
    
    
    
    
    
    2,667,833Total assets at period end
    
    
    950,355
    
    
    
    1,044,324
    
    
    
    441,114
    
    
    
    275,653
    
    
    
    45,148
    
    
    
    351,697
    
    
    
    3,108,291Total deposits at period end
    
    
    1,640,839
    
    
    
    160,064
    
    
    
    283,506
    
    
    
    
    
    
    
    1,527
    
    
    
    506,794
    
    
    
    2,592,730
 73




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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 expense
    
    
    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 investing 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
 18. Parent Company Condensed Financial Information
  At December 31,(Dollars in thousands)
    
    2010
    
    2009Statements of Financial ConditionAssets:Cash and due from banks
    
    $
    37,542
    
    
    $
    13,918Investment in subsidiary banks
    
    
    406,787
    
    
    
    361,748Investments in other subsidiaries
    
    
    12,820
    
    
    
    13,360Investment securities, available for sale
    
    
    1,267
    
    
    
    1,079Other assets
    
    
    2,254
    
    
    
    2,560Total
    
    $
    460,670
    
    
    $
    392,665Liabilities:Subordinated debentures
    
    $
    81,963
    
    
    $
    81,963Other liabilities
    
    
    895
    
    
    
    924Shareholders Equity:Preferred stock and related accounts
    
    
    67,724
    
    
    
    67,037Common stock and related accounts
    
    
    310,088
    
    
    
    242,741Total
    
    $
    460,670
    
    
    $
    392,665
 74




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##### Table of Contents



For the Year Ended December 31,(Dollars in thousands)
    
    2010
    
    2009
    
    2008Statements of OperationsIncome:Cash dividends from subsidiaries
    
    $
    159
    
    
    $
    6,655
    
    
    $
    2,149Noninterest income
    
    
    802
    
    
    
    1,091
    
    
    
    995Investment income
    
    
    352
    
    
    
    101
    
    
    
    (275
    )Security gains (losses)
    
    
    13
    
    
    
    
    
    
    
    Total income
    
    
    1,326
    
    
    
    7,847
    
    
    
    2,869Expense:Interest on subordinated debentures
    
    
    5,289
    
    
    
    5,495
    
    
    
    4,961Noninterest expense
    
    
    1,263
    
    
    
    2,273
    
    
    
    2,001Total expense
    
    
    6,552
    
    
    
    7,768
    
    
    
    6,962Total income (loss) before taxes and equity in
undistributed income of subsidiaries
    
    
    (5,226
    )
    
    
    79
    
    
    
    (4,093
    )Taxes on income
    
    
    (1,991
    )
    
    
    (2,440
    )
    
    
    (2,303
    )Income before equity in undistributed
income of subsidiaries
    
    
    (3,235
    )
    
    
    2,519
    
    
    
    (1,790
    )Equity in undistributed income of subsidiaries
    
    
    20,199
    
    
    
    10,463
    
    
    
    16,691Net income
    
    $
    16,964
    
    
    $
    12,982
    
    
    $
    14,901
 For the Year Ended December 31,(Dollars in thousands)
    
    2010
    
    2009
    
    2008Statements of Cash FlowsOperating activities:Net income
    
    $
    16,964
    
    
    $
    12,982
    
    
    $
    14,901Equity in undistributed income of subsidiaries
    
    
    (19,550
    )
    
    
    (10,463
    )
    
    
    (16,691
    )Other, net
    
    
    661
    
    
    
    1,301
    
    
    
    (2,548
    )Net cash provided by (used in) operating activities
    
    
    (1,925
    )
    
    
    3,820
    
    
    
    (4,338
    )Investing activities:Available for sale securities:Purchases
    
    
    (180
    )
    
    
    (156
    )
    
    
    (2
    )Sales / Maturities
    
    
    13
    
    
    
    118
    
    
    
    12,124Capital contribution to Banks
    
    
    (25,000
    )
    
    
    (8,500
    )
    
    
    (77,000
    )Investment in/capital contribution to other subsidiaries
    
    
    
    
    
    
    (10,010
    )
    
    
    (1,070
    )Return of capital/advances from other subsidiaries
    
    
    70
    
    
    
    100
    
    
    
    Net cash used in investing activities
    
    
    (25,097
    )
    
    
    (18,448
    )
    
    
    (65,948
    )Financing activities:Net increase (decrease) in short-term borrowings
    
    
    
    
    
    
    (15,000
    )
    
    
    12,500Net proceeds from issuance of common stock
    
    
    54,497
    
    
    
    1,193
    
    
    
    2,380Proceeds from issuance of subordinated debentures
    
    
    
    
    
    
    
    
    
    
    35,570Proceeds from issuance of preferred stock
    
    
    
    
    
    
    
    
    
    
    70,000Preferred stock dividend
    
    
    (3,851
    )
    
    
    (3,940
    )
    
    
    (243
    )Common stock dividends
    
    
    
    
    
    
    (1,793
    )
    
    
    (5,219
    )Net cash provided by (used in) financing activities
    
    
    50,646
    
    
    
    (19,540
    )
    
    
    114,988Net increase (decrease) in cash and cash equivalents
    
    
    23,624
    
    
    
    (34,168
    )
    
    
    44,702Cash and cash equivalents,
Beginning of year
    
    
    13,918
    
    
    
    48,086
    
    
    
    3,384End of year
    
    $
    37,542
    
    
    $
    13,918
    
    
    $
    48,086
 75




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##### Table of Contents



19.  Selected Quarterly Financial Data (Unaudited)
 For the Quarter Ended(Dollars in thousands, except per share data)
    
    12-31-10
    
    
    09-30-10
    
    
    06-30-10
    
    
    03-31-10| | | |Operations DataInterest income
    
    $
    34,686
    
    
    $
    35,083
    
    
    $
    36,279
    
    
    $
    36,759Interest expense
    
    
    7,716
    
    
    
    8,631
    
    
    
    9,171
    
    
    
    9,958Net interest income
    
    
    26,970
    
    
    
    26,452
    
    
    
    27,108
    
    
    
    26,801Provision for loan losses
    
    
    7,265
    
    
    
    11,988
    
    
    
    7,776
    
    
    
    8,531Gain on sales of securities and loans
    
    
    697
    
    
    
    3,258
    
    
    
    450
    
    
    
    992Noninterest income
    
    
    3,392
    
    
    
    3,077
    
    
    
    3,512
    
    
    
    3,186Noninterest expenses
    
    
    16,811
    
    
    
    15,418
    
    
    
    16,146
    
    
    
    15,258Income before taxes
    
    
    6,983
    
    
    
    5,381
    
    
    
    7,148
    
    
    
    7,190Taxes on income
    
    
    2,675
    
    
    
    1,508
    
    
    
    2,737
    
    
    
    2,818Net income
    
    $
    4,308
    
    
    $
    3,873
    
    
    $
    4,411
    
    
    $
    4,372Net income available to common shareholders
    
    $
    3,257
    
    
    $
    2,825
    
    
    $
    3,366
    
    
    $
    3,329Per Share DataBasic earnings per common share
    
    $
    0.17
    
    
    $
    0.15
    
    
    $
    0.19
    
    
    $
    0.23Diluted earnings per common share
    
    
    0.17
    
    
    
    0.15
    
    
    
    0.19
    
    
    
    0.23Weighted average common shares outstandingBasic
    
    
    19,350,482
    
    
    
    19,342,909
    
    
    
    17,920,624
    
    
    
    14,712,594Diluted
    
    
    19,393,034
    
    
    
    19,386,571
    
    
    
    17,961,081
    
    
    
    14,733,599
 For the Quarter Ended(Dollars in thousands, except per share data)
    
    12-31-09
    
    
    09-30-09
    
    
    06-30-09
    
    
    03-31-09Operations DataInterest income
    
    $
    38,789
    
    
    $
    37,733
    
    
    $
    38,091
    
    
    $
    35,786Interest expense
    
    
    10,992
    
    
    
    12,333
    
    
    
    13,635
    
    
    
    14,748Net interest income
    
    
    27,797
    
    
    
    25,400
    
    
    
    24,456
    
    
    
    21,038Provision for loan losses
    
    
    10,640
    
    
    
    10,177
    
    
    
    7,477
    
    
    
    10,882Gain on sales of securities and loans
    
    
    936
    
    
    
    396
    
    
    
    917
    
    
    
    3,639Noninterest income
    
    
    3,552
    
    
    
    3,314
    
    
    
    6,344
    
    
    
    2,838Noninterest expenses
    
    
    16,041
    
    
    
    15,528
    
    
    
    14,690
    
    
    
    14,599Income before taxes
    
    
    5,604
    
    
    
    3,405
    
    
    
    9,550
    
    
    
    2,034Taxes on income
    
    
    2,030
    
    
    
    1,271
    
    
    
    3,605
    
    
    
    705Net income
    
    $
    3,574
    
    
    $
    2,134
    
    
    $
    5,945
    
    
    $
    1,329Net income available to common shareholders
    
    $
    2,534
    
    
    $
    1,097
    
    
    $
    4,910
    
    
    $
    296Per Share DataBasic earnings per common share
    
    $
    0.17
    
    
    $
    0.07
    
    
    $
    0.34
    
    
    $
    0.02Diluted earnings per common share
    
    
    0.17
    
    
    
    0.07
    
    
    
    0.33
    
    
    
    0.02Dividends declared per common share
    
    
    0.0238
    
    
    
    0.0238
    
    
    
    0.0238
    
    
    
    0.0238Weighted average common shares outstandingBasic
    
    
    14,706,718
    
    
    
    14,649,061
    
    
    
    14,586,025
    
    
    
    14,555,058Diluted
    
    
    14,740,449
    
    
    
    14,709,134
    
    
    
    14,626,952
    
    
    
    14,631,471
 76




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Other Material Required by Form 10-K
 
 Business
 General
  Products and Services
 SNB DirectBanker®,
 Strategic Focus
 SNB DirectBanker®
  77




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Organization
  Banking Segments
 Oklahoma Banking Segment
 Texas Banking Segment
 Kansas Banking Segment
 Other States Banking Segment
 Secondary Market Segment
  78




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Support and Control Functions SNB DirectBanker®
  Banking Offices and Geographic Markets
   Competition
   79




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Regulation, Supervision, and Governmental Policy
  Bank Holding Company Regulation
   80




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National Bank Regulation
   81




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State Non-Member Bank Regulation
   Limits on Loans to One Borrower
 Transactions with Affiliates
 Real Estate Lending Guidelines
 82




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Federal Deposit Insurance
 Regulatory Capital Requirements
     83




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Brokered Deposits
 Supervision and Regulation of Mortgage Banking Operations
 Community Reinvestment
 84




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Bank Secrecy Act
 Sarbanes-Oxley Act of 2002
 Capital Purchase Program
 85




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Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank)
 Other Laws and Regulations
 Enforcement Actions
 Employees
  86




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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 Company; Owner, Rapid EnterprisesRick Green, Vice Chairman of the Board
    
    President and Chief Executive Officer
Southwest and Stillwater NationalJames E. Berry II
    
    Owner, Pizza Berry, Inc.Tom 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 Technology
 
 Board of Directors of Bank of Kansas
 Robert B. Rodgers, Chairman of the Board
    
    President, Bob Rodgers Motor Company; Owner, Rapid EnterprisesRick Green, Vice Chairman of the Board
    
    President and Chief Executive Officer
Southwest and Stillwater NationalPatrick L. Gearhart
    
    President, Wichita Division of Bank of KansasJerry Lanier
    
    President and Chief Executive Officer, Bank of Kansas; Executive Vice
President and Chief Lending Officer of Stillwater NationalKathleen Laubhan
    
    Assistant Vice President, Wichita Division of Bank of KansasDavid Lesperance
    
    President, Hutchinson Division of Bank of KansasAnthony W. Martin
    
    Retired DentistJon Ott
    
    President, Rural Banking Division of Bank of KansasDavid W. Pitts
    
    Executive Vice President and Regional Director, Bank of Kansas; Senior Vice
President of Stillwater NationalDouglas J. Watts
    
    President, Overland Park Division of Bank of Kansas
 87




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Executive Officers
  Name
    
    Age
    
    PositionPriscilla Barnes
    
    
    54
    
    
    Executive Vice President, Regulatory
Risk Management and Secretary of
Southwest and Stillwater National;
Executive Vice President, Regulatory
Risk Management of Bank of KansasSteven M. Gobel
    
    
    59
    
    
    Executive Vice President and Chief
Accounting and Controls Officer of
Southwest and Stillwater National;
Executive Vice President, Chief
Accounting Officer, and Assistant
Secretary of Bank of KansasJerry L. Lanier
    
    
    62
    
    
    Executive Vice President and Chief
Lending Officer of Stillwater National;
President and Chief Executive Officer
of Bank of KansasLaura Robertson
    
    
    37
    
    
    Executive Vice President and Chief
Financial Officer of Southwest,
Stillwater National, and Bank of KansasKimberly G. Sinclair
    
    
    55
    
    
    Executive Vice President and Chief
Administrative Officer of Stillwater
National and Bank of KansasCharles H. Westerheide
    
    
    62
    
    
    Executive Vice President and Treasurer
of Southwest, Stillwater National and
Bank of Kansas
  Priscilla Barnes
 Steven M. Gobel
 88




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Jerry L. Lanier
 Laura Robertson
 Kimberly G. Sinclair
 Charles H. Westerheide
 89




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##### Table of Contents



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.
 Risks Relating to our Business
 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;
    
    compliance with new banking regulations enacted in connection with stimulus legislation
and other new legislation may increase our costs, limit our ability to pursue business
opportunities, and impair our ability to hire and retain talented managers.
 Changes in interest rates and other factors beyond our control may adversely affect our earnings
and financial condition.
   90




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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.
   Our allowance for loan losses may not be adequate to cover our actual loan losses, which could
adversely affect our earnings.
   91




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The results of our most recent internal credit stress test may not accurately predict the impact on
our financial condition if the economys performance is worse than we expect.
   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.
   Our earnings and financial condition may be adversely affected by changes in accounting principles
and in tax laws, or the interpretation of them.
    92




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Government regulation significantly affects our business.
    We have entered into formal and informal agreements with the OCC and have made informal commitments
to the Federal Reserve that may adversely affect our operations. Failure to comply with these
agreements and commitments could subject us, Stillwater National, and our directors to additional
enforcement actions and could damage our reputation.
  Examination reports may include significant findings and assessments about our condition and
operations that are not publicly disclosed. Assessments by bank examiners may cause us to increase
our publicly reported problem and potential problem loans, charge-offs, or provisions for loan
losses.
  93




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Our decisions regarding the fair value of assets acquired could be inaccurate and our estimated
loss share receivable in FDIC-assisted acquisitions may be inadequate, which could adversely affect
our business, financial condition, results of operations, and future prospects.
    The acquisition of banks, bank branches, and other businesses involve risks.
  We rely on our management and other key personnel, and the loss of any of them may adversely affect
our operations.
  Competition may decrease our growth or profits.
  94




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Risks Related to Ownership of Our Common Stock
 The market price for our common stock may be highly volatile, which may make it difficult for
investors to resell shares of common stock at times or prices they find attractive.
  
    
    actual or anticipated quarterly fluctuations in our operating results and
financial condition;
    
    changes in financial estimates or publication of research reports and
recommendations by financial analysts or actions taken by rating agencies with respect
to us or other financial institutions;
    
    speculation in the press or investment community generally or relating to
our reputation or the financial services industry;
    
    the size of the public float of our common stock;
    
    strategic actions by us or our competitors, such as acquisitions,
restructurings, dispositions, or financings;
    
    fluctuations in the stock price and operating results of our competitors;
    
    future sales of our equity or equity-related securities;
    
    proposed or adopted regulatory changes or developments;
    
    anticipated or pending investigations, proceedings, or litigation that
involve or affect us;
    
    domestic and international economic factors unrelated to our performance;
and
    
    general market conditions and, in particular, developments related to
market conditions for the financial services industry.
  There is a limited trading market for our common shares, and you may not be able to resell your
shares at or above the price you paid for them.
  Future sales of our common stock or other securities may dilute the value of our common stock.
  95




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Our ability to pay dividends is limited by law, contract, and banking agency discretion.
    Our participation in the Treasury Departments Capital Purchase Program subjects us to additional
restrictions, oversight, and costs, and has other potential consequences that could materially
affect our business, results of operations, and prospects.
   96




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
    
    We are subject to restrictions, oversight, and costs that may have an adverse
impact on our financial condition, results of operations, and the price of our common
stock. For example, the American Recovery and Reinvestment Act of 2009 and related
regulations contain significant limitations on the amount and form of bonus, retention,
and other incentive compensation that participants in the Capital Purchase Program may
pay to executive officers and highly compensated employees. These provisions may
adversely affect our ability to attract and retain executive officers and other key
personnel.
    
    The Capital Purchase Program imposes restrictions on our ability to pay cash
dividends on, and to repurchase, our common stock.
    
    The Treasury Department has the right to appoint two persons to our board of
directors if we miss dividend payments for six dividend periods, whether or not
consecutive, on the Series B Preferred Stock.
    
    Future federal statutes may adversely affect the terms of the Capital Purchase
Program that are applicable to us, and the Treasury Department may amend the terms of
our agreement with them unilaterally if required by future statutes, including in a
manner materially adverse to us.
    
    Compliance with current and potential regulatory initiatives applicable to
Capital Purchase Program participants as well as additional scrutiny from regulatory
authorities may significantly increase our costs, impede the efficiency of our internal
business processes, require us to increase our regulatory capital and limit our ability
to pursue business opportunities in an efficient manner.
  The holders of our Series B Preferred Stock have rights that are senior to those of our common
shareholders.
  Restrictions on unfriendly acquisitions could prevent a takeover.
  97




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Availability of Filings
 www.oksb.com www.banksnb.com www.bankofkansas.com www.sec.gov
 98




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Properties
  Southwest Bancorp, Inc. LocationCorporate Headquarters608 S. Main StreetP.O. Box 1988
    
    Stillwater, Oklahoma 74076
    
    405-742-1800www.oksb.comBank of Kansas LocationsCorporate Headquarters524 N. Main StreetP.O. Box 1707
    
    South Hutchinson, Kansas 67504
    
    620-728-3000www.bankofkansas.comAnthony203 W. Main StreetP.O. Box 484
    
    Anthony, Kansas 67003
    
    620-842-1000Harper1002 Central Street*P.O. Box 7
    
    Harper, Kansas 67058
    
    620-896-1035hutchinson100 East 30th AvenueP.O. Box 1707
    
    Hutchinson, Kansas 67504
    
    620-728-3000Mayfield102 N. Osborn
    
    Mayfield, Kansas 67103
    
    620-434-5325Overland Park14435 Metcalf Avenue
    
    Overland Park, Kansas 66223
    
    913-906-4444Wichita  East8415 E. 21st Street NorthSuite 150*
    
    Wichita, Kansas 67206
    
    316-315-1600Wichita  West10111 W. 21st Street North
    
    Wichita, Kansas 67205
    
    316-315-1600Stillwater National Bank & Trust Company LocationsCorporate Headquarters608 S. Main StreetP.O. Box 1988
    
    Stillwater, Oklahoma 74076
    
    405-372-2230www.banksnb.comDrive-in Facility308 S. Main StreetP.O. Box 1988
    
    Stillwater, Oklahoma 74076
    
    405-372-2230Operations Center1624 Cimarron Plaza*P.O. Box 1988
    
    Stillwater, Oklahoma 74076
    
    405-372-2230
 99




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##### Table of Contents



19th & Sangre Branch1908 S. SangreP.O. Box 1988
    
    Stillwater, Oklahoma 74074
    
    405-372-2230OSU Campus Branch Bank1102 W. Hall of Fame Avenue*P.O. Box 1988
    
    Stillwater, Oklahoma 74076
    
    405-372-2230Waterford Branch6301 Waterford BoulevardSuite 101 & 102*
    
    Oklahoma City, Oklahoma 73118
    
    405-427-4000South OKC Branch8101 S. Walker AvenueSuite B
    
    Oklahoma City, Oklahoma 73139
    
    405-427-4000Edmond 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. 61stSuite 170*P.O. Box 521500
    
    Tulsa, Oklahoma 74152
    
    918-523-3600SNB McMullen Bank-Tilden Branch205 Elm StreetP.O. Box 299
    
    Tilden, Texas 78072
    
    361-274-3391SNB Bank of Dallas  Frisco5300 Town and Country BoulevardSuite 100*
    
    Frisco, Texas 75034
    
    972-624-2900SNB Bank of Dallas-Preston Center5950 Berkshire LaneSuite 350*
    
    Dallas, Texas 75225
    
    972-624-2900SNB Bank of Austin3900 N. Capital of Texas HWYSuite 100*
    
    Austin, Texas 78746
    
    512-314-6700SNB Bank of San Antonio-Medical Hill Branch9324 Huebner Road
    
    San Antonio, Texas 78240
    
    210-442-6100Stillwater National Bank Loan Production Office9990 Richmond AvenueSuite 140*
    
    Houston, Texas 77042
    
    713-268-8900
 100




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##### Table of Contents



OUHSC 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. PART IV
 
 Exhibits and Financial Statement Schedules
  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, 2010)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)
 101




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##### Table of Contents



No.
    
    Exhibit4.4
    
    
    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)*
    
    
    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
    
    
    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 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)
 102




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No.
    
    Exhibit*
    
    
    10.19
    
    
    Southwest Bancorp, Inc. Form of Omnibus Compensation
Compliance Agreement and Waivers dated December 5, 2008
(incorporated by reference to Exhibit 10.19 to Annual
Report on Form 10-K for the fiscal year ended December 31,
2008)10.20
    
    
    Written agreement between Stillwater National Bank and Trust Company and the
Comptroller of the Currency of the United States dated January 27, 2010 (incorporated by
reference to Exhibit 10 to Current Report on Form 8-K filed January 29, 2010)21
    
    
    Subsidiaries of the Registrant23
    
    
    Consent of Independent 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 Certifications99(a),
    (b)
    
    Certifications by the Principal Executive Officer and Principal Financial Officer
pursuant to Section 111 (b) (4) of the Emergency Economic Stabilization Act of 2008 as
amended by the American Recovery and Reinvestment Act of 2009
 
 *
    
    Management contract or compensatory plan or arrangement required to be filed pursuant to Item
14(c) of Form 10-K. 103




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Signatures
  SOUTHWEST BANCORP, INC.March 7, 2011
    by:
    /s/ Rick GreenRick GreenChief Executive Officer  /s/ Rick Green
    
    March 7, 2011Rick GreenDirector and Chief Executive Officer(Principal Executive Officer)
 /s/ Laura Robertson
    
    March 7, 2011Laura RobertsonExecutive Vice President,Chief Financial Officer(Principal Financial andAccounting Officer)
  By:
    
    /s/ Rick GreenRick GreenAttorney-in-Fact for Majority of theDirectors of Southwest
 104