SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement Confidential, for Use Of the
[X] Definitive Proxy Statement Commission Only (as permitted by
[_] Definitive Additional Materials Rule 14a-6(e)(2)) [_]
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

SOUTHWEST BANCORP, INC.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):[X] No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1. Title of each class of securities to which transaction applies:

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2. Aggregate number of securities to which transaction applies:

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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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4. Proposed maximum aggregate value of transaction:

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5. Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1. Amount Previously Paid:

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2. Form, Schedule or Registration Statement No.:

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3. Filing Party:

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4. Date Filed:

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SOUTHWEST BANCORP, INC.
[Use Logo]

March 16, 2001

Dear Fellow Shareholder:

We invite you to attend our 2001 Annual Meeting of Shareholders to be held
in the Auditorium, Room 215, of the Stillwater Public Library, 1107 South Duck
Street, Stillwater, Oklahoma on Thursday, April 26, 2001 at 11:00 a.m., Central
Time.

At our Annual Meeting, we will discuss highlights of the past year and the
first quarter of 2001. The 2000 results are presented in detail in the enclosed
Annual Report.

The Annual Meeting has been called for the election of directors and to
consider any other matters as may properly come before the Annual Meeting or any
adjournments. Directors and officers of Southwest, as well as representatives of
Ernst & Young LLP, Southwest's independent auditors, will be present to respond
to any questions the shareholders may have.

Your vote is important to Southwest. Please complete the proxy card and
return it in the enclosed, postage-paid envelope.

Thank you for investing in Southwest.

You also are invited to a reception and dinner on the evening of
Wednesday, April 25, 2001, at 6:30 p.m. in Stillwater, Oklahoma. If you plan to
attend this reception and dinner please fill out the enclosed card and return it
to us by April 19, 2001, so we may make the proper arrangements.

Sincerely,

/s/ Rick Green

SOUTHWEST BANCORP, INC.
608 South Main Street
Stillwater, Oklahoma 74074
(405) 372-2230

NOTICE OF ANNUAL MEETING
April 26, 2001

The Annual Meeting of Shareholders of Southwest Bancorp, Inc.
("Southwest"), will be held in the Auditorium, Room 215, of the Stillwater
Public Library, 1107 South Duck Street, Stillwater, Oklahoma at 11:00 a.m.,
Central Time, on Thursday, April 26, 2001.

The Annual Meeting is for the purpose of considering and acting upon:
1. The election of five directors of Southwest; and
2. The transaction of such other matters as may properly come before the
Annual Meeting or any adjournments thereof.

Your Board of Directors recommends a vote "FOR" the election of the persons
nominated for election. The Board is not aware of any other business to come
before the Annual Meeting.

Only shareholders of record at the close of business on March 9, 2001, will
be entitled to vote at the Annual Meeting and any adjournments or postponements.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed. Whether
or not you attend the meeting in person, it is important that your Southwest
shares be represented and voted. Please vote by completing, signing and dating
your proxy card, and returning it as soon as possible in the enclosed, postage-
paid envelope. You may change your proxy later or vote in person at the meeting,
if you wish.

A complete list of shareholders entitled to vote at the Annual Meeting
will be open for examination by any shareholder for any purpose germane to the
Annual Meeting during ordinary business hours at Southwest's main office during
the ten days prior to the Annual Meeting.

The proxy statement, voting instruction card, and Southwest's 2000 Annual
Report are being distributed on or about March 16, 2001.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Deborah T. Bradley

DEBORAH T. BRADLEY
Stillwater, Oklahoma SECRETARY
March 16, 2001

P R O X Y S T A T E M E N T

Q U E S T I O N S AND A N S W E R S

Q: What am I voting on?
A: You are voting on the re-election of the following five directors, each for
a three-year term: Thomas D. Berry, Rick Green, David P. Lambert, Linford
R. Pitts, and Stanley R. White. (See page 2.)
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Q: Who is entitled to vote at the Annual Meeting?
A: Shareholders of Southwest's common stock as of the close of business on
March 9, 2001 (the Record Date) are entitled to vote at the meeting.

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Q: How do I vote?
A: You may vote by completing, signing, and dating the proxy card, and
returning it in the enclosed, postage-paid envelope. If you return your
signed proxy card but do not indicate your voting preference, your card
will be voted in favor of the re-election of all five directors. You have
the right to revoke your proxy any time before the Annual Meeting, and
shareholders who attend the meeting may withdraw their proxies and vote in
person if they wish.

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Q: Is my vote confidential?
A: Yes, only the inspectors of election and a limited number of employees
associated with processing the votes will know how you cast your vote.

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Q: Who will count the votes?
A: Computershare Investor Services, LLC, Southwest's transfer agent, will
tabulate the votes.

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Q: What should I do if I receive more than one proxy card?
A: If you receive more than one proxy card, it indicates that you own shares
in more than one account, or your shares are registered in various names.
You should vote all proxy cards you receive by completing, signing, dating,
and returning each proxy card in the enclosed, postage-paid envelope.

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Q: What constitutes a quorum at the Annual Meeting?
A: On the Record Date, there were 3,794,470 shares of Southwest common stock
issued and outstanding. Each share is entitled to one vote on all matters
voted on at the Annual Meeting. A majority of the outstanding shares,
present or represented by proxy, will be a quorum for the Annual Meeting.
If you submit a properly executed proxy card, you will be considered part
of the quorum. Abstentions and shares held for you by your broker or
nominee (broker shares) that are voted on any matter are included in the
quorum. Broker shares that are not voted on any matter are not included in
the quorum and are not included in determining the number of votes cast in
the election of directors.

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Q: Who may attend the Annual Meeting?
A: All shareholders as of the Record Date may attend, although seating is
limited.

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Q: What percentage of Southwest stock did directors and executive officers of
Southwest own on the Record Date?
A: Together, they owned approximately 11.15% of Southwest issued and
outstanding common stock.

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Q: Who pays for this proxy solicitation and how will solicitation occur?
A: Southwest's Board of Directors is soliciting this proxy, and Southwest will
pay the cost of the solicitation. In addition to the use of the mail,
employees of Southwest may solicit proxies personally or by telephone, fax,
or electronic mail, without additional compensation. Banks, brokerage
houses and other nominees and fiduciaries are requested to forward the
proxy material to beneficial owners of Southwest stock and to obtain
authorization to execute proxies on behalf of the beneficial owners. Upon
request, Southwest will reimburse these parties for their reasonable
expenses in forwarding proxy material to beneficial owners.

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PROPOSAL I -- ELECTION OF DIRECTORS

Your Board of Directors is currently composed of thirteen members. All
of Southwest's directors also serve as directors of the Stillwater National Bank
and Trust Company, Southwest's banking subsidiary. Directors of Southwest are
divided into three classes and are elected for terms of three years and until
their successors are elected and qualified. At the Annual Meeting, five
directors will be elected for terms expiring at the 2004 Annual Meeting.

The Board of Directors has nominated for re-election, Thomas D. Berry,
Rick Green, David P. Lambert, Linford R. Pitts, and Stanley R. White, all of
whom are currently directors, each to serve for a term of three years and until
his successor is elected and qualified. Each nominee must be elected by a
plurality of shares voted in this election. The individuals named as proxies on
your proxy card will vote for the election of each nominee unless you withhold
authorization.

Each shareholder voting in the election of directors is entitled to
cumulate his or her votes by multiplying the number of shares of common stock
owned of record by the shareholder on the Record Date by the number of directors
to be elected. Each shareholder is then entitled to cast his or her total
cumulated votes for one nominee or distribute his or her votes among any number
of the nominees being voted on at the Annual Meeting. Shareholders may not
cumulate their votes on the form of proxy solicited by the Board of Directors.
In order to cumulate votes, shareholders must attend the meeting and vote in
person or make arrangements with their own proxies. Unless otherwise specified
in the proxy, however, the right is reserved, in the sole discretion of the
Board of Directors, to vote cumulatively, and to distribute votes among some or
all of the nominees of the Board of Directors in a manner other than equally so
as to elect as directors the maximum possible number of such nominees.

Each nominee has agreed to serve a three-year term, if elected. If any
nominee is unable to stand for re-election at this Annual Meeting, the Board may
reduce its size or nominate an alternate candidate, and the proxies will be
voted for the alternate candidate.

Your Board recommends a vote FOR these directors.

DIRECTOR NOMINEES

Thomas D. Berry Director Since 1981

Mr. Berry, age 57, has been a director of Southwest since its inception
in 1981 and has been a director of Stillwater National since 1978. He is
involved in oil and gas exploration in North Central Oklahoma, and is an
Auctioneer and Real Estate Broker in Stillwater, Oklahoma.

Rick Green Director Since 1998

Mr. Green, age 53, was appointed the Chief Executive Officer of
Southwest and Stillwater National effective January 1, 1999. Mr. Green
previously served as Chief Operating Officer, President of the Central Oklahoma
division of Stillwater National, and Executive Vice President of Stillwater
National. He is a member of the Oklahoma City and Edmond Chambers of Commerce
and has served as Chair/Ambassador of the Stillwater Chamber of Commerce, on the
Oklahoma State University Alumni Association Homecoming and Honor Students
Committees, as Chairman of Payne County Youth Services, as Co-Chairman of the
United Way of Stillwater Fund Drive and as a member of the Advisory Board of the
Oklahoma State University Technical Institute. He is a member of the Commercial
Real Estate Association of Oklahoma City, the Oklahoma and Oklahoma City
Homebuilders Associations, and past member of the Stillwater Medical Center
Committee on Physician Recruitment. Mr. Green is also a member of Leadership
Stillwater and Leadership Oklahoma City.

David P. Lambert Director Since 1981

Mr. Lambert, age 61, has been a director of Southwest since its
inception. Mr. Lambert has served as President and Chief Executive Officer of
the Lambert Construction Company, Stillwater, Oklahoma since 1974, and is a
Trustee of the Oklahoma Construction Advancement Foundation, and a Director of
the Stillwater Chamber of Commerce.

Linford R. Pitts Director Since 1981

Mr. Pitts, age 63, has been a director of Southwest since its
inception. He has been a director of Stillwater National since 1977. He is
President of Stillwater Transfer & Storage Company in Stillwater, Oklahoma, and
invests in real estate and in oil and gas properties. Mr. Pitts is a member of
the Past President's Council of the Stillwater Chamber of Commerce.

Stanley R. White Director Since 1998

Mr. White, age 54, was appointed Chief Lending Officer in December
1995. Prior to this appointment, he had been President of the Stillwater
division of Stillwater National since 1991. Mr. White joined Stillwater National
in 1974. He is a past member and past Chairman of the Board of Trustees of the
Stillwater Medical Center, past Director of the Stillwater Public Education
Foundation, the Judith Karman Hospice, United Way, March of Dimes, and the
Stillwater Rotary, and past President of the Stillwater Chamber of Commerce and
the Stillwater Industrial Foundation. Mr. White also has served as Director of
the Oklahoma State University Alumni Association and the Oklahoma State Chamber
of Commerce, past Board Member of the Oklahoma Law Enforcement Retirement Board,
and currently serves as Director of the Oklahoma Medical Research Foundation,
Director of Leadership Oklahoma, Vice President of Leadership Oklahoma Alumni,
past Chairman and Trustee of the Board of Governors of the Oklahoma State
University Foundation, and is a Director of Oklahoma Academy for State Goals.
Mr. White also is past Chairman of the Oklahoma Bankers Association, and past
Chairman of the Oklahoma Bankers Association Government Relations Council. He is
a member of the American Bankers Association Government Relations Council and is
Director of the Texas Chapter and Senior Member of the Robert Morris
Association.

DIRECTORS CONTINUING IN OFFICE

Term Expiring in 2002

J. Berry Harrison Director Since 1991

Mr. Harrison, age 62, is an Oklahoma State Senator, and has been a
rancher and farmer in Fairfax, Oklahoma since 1962. Mr. Harrison serves as
Conservation District Director of Osage County, President of the Oklahoma
Association of Conservation Districts, and is a member of many other civic
groups in his Senate District. James E. Berry II, Betty Kerns, and Robert B.
Rodgers are his cousins.

Erd M. Johnson Director Since 1988

Mr. Johnson, age 71, is Operating Partner of Johnson Oil Partnership,
Midland, Texas. Mr. Johnson is a retired Petroleum Engineer and was Operating
Partner of Johnson Ranch, Fairfax, Oklahoma before its liquidation in 1997. Mr.
Johnson served from 1984-87 as a director of Beefmaster Breeders Universal, and
from 1987-89 as its Treasurer. Mr. Johnson is a former Trustee and Treasurer of
Trinity School of Midland, Texas and a former director and president of The
Racquet Club, Midland, Texas.

Betty Kerns Director Since 2000

Ms. Kerns, age 56, was elected a director by the Board of Directors of
Southwest and Stillwater National in December 1999 and began service in January
2000. She is the owner of Betty Kerns & Associates, governmental affairs
consultants. Her firm has represented many governmental, corporate, charitable,
trade association, and other clients. Ms. Kerns previously was involved in
politics and the Oklahoma state government as a campaign organizer and Senate
staff member. She has served on the Board of Directors of the Payne County
Sheltered Workshop, Payne County CASA Association, the Professional
Responsibility Commission of the Oklahoma Bar Association (Vice Chairman), and
an officer of state and local political party organizations. James E. Berry II,
J. Berry Harrison, and Robert B. Rodgers are her cousins.

Russell W. Teubner Director Since 2000

Mr. Teubner, age 44, was elected a director by the Board of Directors
of Southwest and Stillwater National in December 1999 and began service in
January 2000. He is a board member of Esker S.A., a global enterprise
connectivity software vendor. His association with Esker began in June 1998,
when he announced the merger of Teubner & Associates, Inc. with Esker. Mr.
Teubner was founder and CEO of Teubner & Associates. The Stillwater Chamber of
Commerce honored him as Citizen of the Year in 1992, Small Business Person of
the Year in 1991-92, and Small Business Exporter of the Year in 1992-93. In
1993, he received the Outstanding Young Oklahoman award given annually by the
Oklahoma Jaycees. In 1997, Oklahoma State University named Mr. Teubner as a
recipient of their Distinguished Alumni Award. During 1996 and 1997 he served on
the Citizen's Commission on the Future of Oklahoma Higher Education. Currently,
he serves on the board of Customersoft and TMSSequoia, software companies, as
well as the OSU Education and Research Foundation, the Oklahoma Technology
Development Corporation, the Stillwater Center for Business Development and the
Global Commerce Network, a non-profit organization devoted to helping business
leaders extend their influence into the social sector. Mr. Teubner is a member
of the Young Presidents' Organization.

Term Expiring in 2003

James E. Berry II Director Since 1998

Mr. Berry, age 55, has served as a director of Southwest and Stillwater
National since being appointed to the Board of Directors in June 1998, following
the retirement of his father, George M. Berry, from the Board. Mr. Berry is the
owner of Shading Concepts, which manufactures and sells solarium draperies. J.
Berry Harrison, Betty Kerns, and Robert B. Rodgers are his cousins.

Joe Berry Cannon Director Since 1981

Mr. Cannon, age 64, has been a director of Southwest since its
inception in 1981 and a director of Stillwater National since 1961. He is a
Professor of Management at Oral Roberts University School of Business in Tulsa,
Oklahoma. Mr. Cannon served as Chairman, President, Chief Executive Officer and
Senior Trust Officer of First National Bank and Trust Co. in Blackwell, Oklahoma
from 1968-1991. He has been a member of the Kiwanis Club, a member of the First
United Methodist Church Board of Directors, and a member of the American and
Oklahoma Bar Associations.

Alfred L. Litchenburg Director Since 1998

Mr. Litchenburg, age 51, was elected a director by the Board of
Directors of Southwest and Stillwater National in February 1998. He is Senior
Vice President and Director of Strategic Development for American Fidelity
Assurance Company, Oklahoma City, Oklahoma, and has served in various capacities
with that company since 1975. He also serves as President of the Board for the
Variety Health Center and Group Chair for the Oklahoma City United Way, and is a
member of the Finance Committee of New Covenant United Methodist Church and
Leadership Oklahoma City. He is a Fellow of the Society of Actuaries and a
member of the American Academy of Actuaries.

Robert B. Rodgers Director Since 1996

Mr. Rodgers, age 47, has been a director of Southwest and Stillwater
National since February 1996, and Chairman of the Board since December 31, 1999.
He previously served as Vice Chairman of the Board, beginning in May 1999. Mr.
Rodgers is president of Bob Rodgers Motor Company in Pauls Valley, Oklahoma, and
is owner of Rapid Roberts Enterprises. He is director and former President and
Chairman of the Board of Directors of CDI II, a credit life insurance company
headquartered in Oklahoma City, Oklahoma. Mr. Rodgers also serves on the Board
of Directors and is Regional Vice President of the Oklahoma Auto Dealers
Association. James E. Berry II, J. Berry Harrison and Betty Kerns are his
cousins.

BOARD MEETINGS AND COMMITTEES

Southwest's Board conducts its business through meetings of the Board
and of its committees. The Board meets monthly and may have additional special
meetings. The Board met twelve times during 2000. Each director attended at
least 75% of the total number of meetings of the Board and the committees on
which he or she served.

The Audit Committee of the Board reviews Southwests' auditing,
accounting, credit, financial and regulatory reporting and internal control
functions. This committee also recommends the firm to be retained by Southwest
as its independent auditors. The members of the Audit Committee are neither
officers nor employees of Southwest or Stillwater National and are independent,
as defined in Rule 4200(a)(15) of the National Association of Securities Dealers
Listing Standards. The Committee has adopted a written charter, which has been
approved by the Board of Directors. A copy of this charter is attached as Annex
A. The committee met ten times in

2000. Current members are Joe Berry Cannon, Betty Kerns, Alfred L. Litchenburg
and Linford R. Pitts, Chairman.

The Compensation Committee of the Board reviews Southwest's
compensation policies and employee benefit plans and programs, including their
establishment, modification, and administration. In addition, this committee
recommends compensation for Southwest's executive officers, determines
management incentive awards to eligible officers, and recommends changes in
director compensation. During 1999 and 2000, the committee also determined
grants of stock options to officers. All members of this committee are non-
employee directors. The committee met seven times in 2000. Current members are
James E. Berry II, Erd M. Johnson, Betty Kerns, David P. Lambert, Linford R.
Pitts, Russell W. Teubner, and Alfred L. Litchenburg, Chairman. Robert B.
Rodgers, Chairman of the Board of Directors, is an ex-officio member of the
Compensation Committee. In 2000, no Southwest executive officer served as a
member of the compensation committee of another entity that had an executive
officer who served as a Southwest director, and no Southwest executive officer
served as a director of another entity that had an executive officer serving on
Southwest's Compensation Committee.

The Nominating Committee recommends persons for election as directors.
Prior to 2000, the full Board fulfilled the functions of this committee. Current
members are David P. Lambert, Linford R. Pitts, and Robert B. Rodgers, Chairman.
The Board will consider nominees recommended by shareholders, but has not
established any procedures for submission of such recommendations.

Director Compensation

During 2000, Directors of Southwest received fees of $1,000 for each
regular meeting of the Board attended and $300 per day for each committee
meeting.

COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

The shares of Southwest's common stock that were beneficially owned on
the Record Date by persons who were directors and officers on that date, are
shown below.

Amount and
Nature of Percentage
Beneficial of Shares
Name Ownership (1) Outstanding (2)
- ---- ------------- --------------

James E. Berry II 23,100 (3) *
Thomas D. Berry 17,145 *
Joe Berry Cannon 32,624 (4) *
Rick Green 34,807 (5) *
J. Berry Harrison 35,392 *
Erd M. Johnson 62,131 (6) 1.64%
Betty Kerns 4,955 (7) *
David P. Lambert 15,259 (8) *
Alfred L. Litchenburg 100 (9) *
Linford R. Pitts 7,659 *
Robert B. Rodgers 25,597 (10) *
Russell W. Tuebner 4,109 (11) *
Stanley R. White 29,369 (12) *
Kerby E. Crowell 28,592 (13) *
Mark Poole 6,317 (14) *
Joseph P. Root 9,702 (15) *
All Directors and Executive
Officers as a Group
(24 persons) 438,906 (16) 11.15%

_________________
* Less than one percent of shares outstanding.
(1) Beneficial ownership is defined by rules of the Securities and Exchange
Commission, and includes shares that the person has or shares voting or
investment power over and shares that the person has a right to acquire
within 60 days from March 9, 2001. Unless otherwise indicated,
ownership is direct and the named individual exercises sole voting and
investment power over the shares listed as beneficially owned by such
person. A decision to disclaim beneficial ownership is made by the
individual, not Southwest.
(2) In calculating the percentage ownership of each named individual and
the group, the number of shares outstanding includes any shares that
the person or the group has the right to acquire within 60 days of
March 9, 2001.
(3) Excludes 12,400 shares held by his spouse and children, and 89,700 of
which he has voting power under terms of a trust.
(4) Excludes 18,270 shares beneficially owned by his spouse, as trustee and
995 shares held by his spouse.
(5) Includes 280 shares held jointly with his spouse and 2,127 shares held
by his spouse. Includes 32,400 shares that Mr. Green has the right to
acquire within 60 days of March 9, 2001 pursuant to the exercise of
stock options.
(6) Excludes 10 shares held by his spouse. Includes 2,837 shares held by
Johnson Oil Partnership of which Mr. Johnson is a general partner.
(7) Includes 2,755 shares beneficially owned by her spouse.
(8) Includes 7,000 shares held by his spouse.
(9) Excludes 404,475 shares owned by American Fidelity Corporation ("AFC")
and its subsidiary, Security General Life Insurance Company. Mr.
Litchenburg is an officer of American Fidelity Assurance Company, the
principal subsidiary of AFC.
(10) Excludes any shares owned by his father, James W. Rodgers, Jr., and his
mother, Sarah Jane Berry Rodgers. Includes 635 shares held by his
children.
(11) Includes 1,000 shares that Mr. Teubner has the right to acquire within
60 days of March 9, 2001 pursuant to the exercise of stock options.
(12) Includes 24,167 shares that Mr. White has the right to acquire within
60 days of March 9, 2001, pursuant to the exercise of stock options.
(13) Includes 23,967 shares that Mr. Crowell has the right to acquire within
60 days of March 9, 2001, pursuant to the exercise of stock options.
(14) Includes 5,634 shares that Mr. Poole has the right to acquire within 60
days of March 9, 2001, pursuant to the exercise of stock options.
(15) Includes 9,467 shares that Mr. Root has the right to acquire within 60
days of March 9, 2001, pursuant to the exercise of stock options.
(16) Includes shares held by certain directors and executive officers as
custodians under Uniform Transfers to Minors Acts, by their spouses and
children, and for the benefit of certain directors and executive
officers under individual retirement accounts ("IRAs") and living
trusts. Includes 140,355 shares that executive officers and directors
have the right to acquire within 60 days of March 9, 2001, pursuant to
the exercise of stock options.

OWNERS OF MORE THAN 5% OF SOUTHWEST'S COMMON STOCK

Beneficial owners of more than 5% of the common stock are required to
file certain ownership reports under the federal securities laws. The following
table shows the common stock beneficially owned by persons who have filed these
reports reporting beneficial ownership that exceeds 5% of Southwest's
outstanding common stock at March 9, 2001.

Amount and Nature Percentage
of Beneficial of Shares
Name Ownership (1) Outstanding (6)
- ---- ------------- ---------------

American Fidelity Corporation 404,475 (2) 10.66%

Banc Fund III L.P. 196,600 (3) 5.18

Joyce P. Berry 220,901 (4) 5.82

Pilgrim Bank and Thrift Fund, Inc. 200,000 (5) 5.27

____________________
(1) Beneficial ownership is defined by rules of the Securities and Exchange
Commission, and includes shares that the person has or shares voting or
investment power over. Unless otherwise indicated, ownership is direct
and the named individual exercises sole voting and investment power
over the shares listed as beneficially owned by such person. A decision
to disclaim beneficial ownership or to include shares held by others is
made by the shareholder, not by Southwest.
(2) American Fidelity Corporation ("AFC") is controlled by Cameron
Enterprises, A Limited Partnership ("CELP"). The general partners of
CELP are Lynda L. Cameron, William M. Cameron, Theodore M. Elam, and,
as trustees, certain officers of the Bank of Oklahoma, N.A. Includes
shares owned by Security General Life Insurance Company ("SGLI"), a
subsidiary of AFC. The address of AFC, SGLI, and CELP is 2000 Classen
Center, Oklahoma City, Oklahoma 73106. Includes 100 shares owned by
Alfred A. Litchenburg, a director of Southwest, who is an officer of
American Fidelity Assurance Company, the principal subsidiary of AFC.
(3) The address of Banc Fund III L.P. is 208 S. LaSalle Street, Chicago,
Illinois 60604.
(4) The address of Joyce P. Berry is 2005 West Third Street, Stillwater,
Oklahoma 74074. Does not include shares held by her children as to
which she disclaims beneficial ownership.
(5) The address of Pilgrim Bank and Thrift Fund, Inc. is Pilgrim Holdings
Corporation, 40 North Central Avenue, Suite 1200, Phoenix, Arizona
85004.
(6) Calculated by Southwest based upon shares reported as beneficially
owned by the listed persons and shares of Southwest common stock
outstanding at March 9, 2001.

EXECUTIVE COMPENSATION AND OTHER BENEFITS

The following table summarizes compensation earned by or awarded to
Southwest's Chief Executive Officer and Southwest's four most highly compensated
other executive officers (the "Named Executive Officers").

Summary Compensation Table

Long-Term Compensation
-------------------------------------
Awards Payouts
-------- ----------------
Securities
Name and Annual Compensation (1) Underlying LTIP All Other
--------------------------
Principal Position Year Salary Bonus Options/SARs (2) Payouts Compensation
- ------------------ ---- ------ ----- ---------------- ------- ------------

Rick Green 2000 $250,000 -- $20,000 -- $33,050 (3)
President and 1999 175,000 $25,000 20,000 -- 26,192
Chief Executive Officer 1998 142,000 -- -- -- 21,917

Stanley R. White 2000 150,000 12,500 7,000 -- 33,050 (4)
Executive Vice President 1999 141,043 10,000 10,000 -- 25,511
and Chief Lending Officer 1998 121,250 -- -- -- 18,623

Kerby E. Crowell 2000 130,000 10,000 5,000 -- 17,718 (5)
Executive Vice President 1999 122,350 5,000 10,000 -- 11,187
and Chief Financial Officer 1998 111,400 10,450 -- -- 18,091

Joseph P. Root 2000 127,500 10,000 8,000 -- 16,904 (6)
President, Central 1999 116,800 10,000 15,000 -- 11,118
Oklahoma Division 1998 89,500 10,000 --- -- 14,237

Mark Poole 2000 127,500 10,946 7,000 -- 17,013 (7)
President, Tulsa 1999 115,979 10,000 15,000 -- 154
Division 1998 4,423 15,000 -- -- ---

________________
(1) The value of other annual compensation did not exceed the lesser of
$50,000 or 10% of salary and bonus for any Named Executive Officer.

(2) In each case, represents stock options granted under Southwest's Stock
Option Plan.

(3) Consisted of $569 in dollar value of term life insurance premiums paid
by Southwest for the benefit of Mr. Green, $20,481 contributed to Mr.
Green's account in the Profit Sharing Plan, and $12,000 in directors'
fees.

(4) Consisted of $569 in dollar value of term life insurance premiums paid
by Southwest for the benefit of Mr. White, $20,481 contributed to Mr.
White's account in the Profit Sharing Plan, and $12,000 in directors'
fees.

(5) Consisted of $563 in dollar value of term life insurance premiums paid
by Southwest for the benefit of Mr. Crowell and $17,155 contributed to
Mr. Crowell's account in the Profit Sharing Plan.

(6) Consisted of $220 in dollar value of term life insurance premiums paid
by Southwest for the benefit of Mr. Root and $16,684 contributed to Mr.
Root's account in the Profit Sharing Plan.

(7) Consisted of $237 in dollar value of term life insurance premiums paid
by Southwest for the benefit of Mr. Poole and $16,776 contributed to
Mr. Poole's account in the Profit Sharing Plan.

Option Grants in 2000

Number of % of Total Values at Assumed
Securities Options Annual Rates of
Underlying Granted to Stock Price Appreciation
Options Employees Exercise Expiration for Option Term (4)
------------------------
Name Granted in Year Price (3) Date 5% 10%
- ---- ------- ------------- --------- ------------- -------- --------

Rick Green 14,000 (1) 12.50% $15.78 12-21-10 $138,935 $352,090
Rick Green 6,000 (2) 5.36 15.78 12-21-05 26,158 57,803
Stanley R. White 5,000 (1) 4.46 15.78 12-21-10 49,620 125,746
Stanley R. White 2,000 (2) 1.79 15.78 12-21-05 8,719 19,268
Kerby E. Crowell 3,000 (1) 2.68 15.78 12-21-10 29,772 75,448
Kerby E. Crowell 2,000 (2) 1.79 15.78 12-21-05 8,719 19,268
Joseph P. Root 3,000 (1) 2.68 15.78 12-21-10 29,772 75,448
Joseph P. Root 5,000 (2) 4.46 15.78 12-21-05 21,799 48,169
Mark Poole 3,000 (1) 2.68 15.78 12-21-10 29,772 75,448
Mark Poole 4,000 (2) 3.57 15.78 12-21-05 17,439 38,535
Mark Poole 3,000 (1) 2.68 15.78 12-21-10 29,772 75,448
Mark Poole 4,000 (2) 3.57 15.78 12-21-05 17,439 38,535

(1) Options granted vested 10% upon the date of grant and an additional 10%
upon each of the next nine anniversaries of the date of grant.

(2) Options granted vested one-third upon the date of grant and an additional
one-third upon each of the next two anniversaries of the date of grant.

(3) In each case, the exercise price was equal to the market price of the
Common Stock on the date of Grant.

(4) The rates of appreciation are used for illustration only. No assurance
can be given that actual experience will correspond to the assumed rates.

Year-End Option Values

The number and potential realizable value at the end of the year of options
held by each of the Named Executive Officers are shown below.

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Acquired Value Options at Year-End at Year-End /(1)/
---------------------------------------------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------

Rick Green -- -- 32,400 47,600 $81,198 $45,702
Stanley R. White -- -- 24,167 22,833 79,590 37,950
Kerby E. Crowell -- -- 23,967 21,033 64,446 14,154
Joseph P. Root -- -- 7,967 20,033 10,776 10,584
Mark Poole -- -- 4,634 17,366 1,176 3,864
Mark Poole -- -- 4,634 17,366 1,176 3,864

_________________
/(1)/ Calculated based on the product of: (a) the number of shares subject to
options and (b) the difference between the fair market value of the
underlying common stock at December 31, 2000, based on the closing sale
price of the common stock on December 31, 2000, as reported on the Nasdaq
National Market of $16.50 per share, and the exercise price of the
options of $12.75 to $26.75 per share.

No options or stock appreciation rights ("SARs") were exercised by the
Named Executive Officers during 2000. No SARs were held by any Named Executive
Officer at year-end. No options or SARs held by any Named Executive Officer
repriced during Southwest's last ten full years.

Severance Arrangements

Stillwater National has adopted a Severance Compensation Plan pursuant to
which Messrs. Green, White, and Crowell are entitled to lump-sum severance
compensation upon a qualifying termination of service equal to a percentage of
their respective total annual base compensation in effect at the date of
termination. For purposes of the Severance Compensation Plan, a qualifying
termination of service is defined as either an involuntary termination of
service or a voluntary termination of service for good reason, in either case
within two years following a change-in-control occurring after the effective
date of the Severance Compensation Plan. Good reason would include: (i) a
reduction in their base salary; (ii) their assignment without their consent to a
location other than in Oklahoma; (iii) the failure to maintain them in a
position of comparable authority or responsibility; or (iv) a material reduction
in their level of incentive compensation or benefits. A change-in-control is
deemed to occur whenever: (i) any entity or person becomes the beneficial owner
of or obtains voting control over 50% or more of the outstanding shares of
common stock of either Southwest or Stillwater National; (ii) the shareholders
of either Southwest or Stillwater National approve (a) a merger or consolidation
in which Southwest or Stillwater National is not the survivor or pursuant to
which the outstanding shares of either would be converted into cash, securities
or other property of another corporation other than a transaction in which
shareholders maintain the same proportionate ownership interests, or (b) a sale
or other disposition of all or substantially all of the assets of either
Southwest or Stillwater National; or (iii) there shall have been a change in a
majority of the Boards of Directors of either Southwest or Stillwater National
within a twelve-month period unless each new director was approved by the vote
of two-thirds of the directors still in office who were in office at the
beginning of the twelve-month period. Messrs. Green, White, and Crowell would
have received lump-sum severance payments of $250,000, $150,000 and $130,000,
respectively, upon a qualifying termination of service if such termination had
occurred on December 31, 2000.

Compensation Committee Report on Executive Compensation

As members of the Compensation Committees of Southwest and Stillwater
National, it is our duty to review compensation policies applicable to senior
officers; to consider the relationship of corporate performance to that
compensation; to recommend salary and bonus levels for senior officers for
consideration by the Boards of Directors of Southwest and Stillwater National;
and to administer various incentive plans of Southwest and Stillwater National.

Overview. Under the compensation policies of Southwest, which are endorsed
by the Compensation Committee, compensation is paid based both on the senior
officer's performance and the performance of the entire Company. In assessing
the performance of Southwest and Stillwater National for purposes of
compensation decisions, the Compensation Committee considers a number of
factors, including salaries paid by financial services companies with
characteristics similar to Bancorp's to officers with similar responsibilities,
profits of Southwest and Stillwater National during the past year relative to
their profit plans, reports of federal regulatory examinations of Southwest and
Stillwater National, growth, business plans for future periods, regulatory
capital levels, and changes in the value of Southwest's stock. The Compensation
Committee assesses individual executive performance based upon its determination
of the officer's

contributions to the performance of Southwest and the accomplishment of
Southwest's strategic goals, such as the completion of Southwest's public
offerings of common stock in 1993 and 1999, Preferred Stock in 1995, and Trust
Preferred Securities in 1997. In assessing performance for the purposes of
establishing base salaries for 2000 and previous years, the members of the
Committee did not make use of a mechanical weighting formula or use specific
performance targets, but instead weighted the described factors as they deemed
appropriate in the total circumstances.

Base Salary. The 2000 salary levels of Southwest's Chief Executive Officer
and other Named Executive Officers were established consistent with this
compensation policy. The Committee conducted a review of executive officer base
compensation in December 1999. Changes in base compensation for 2000 were
effective on January 1, 2000. In its review, the Committee determined that the
performance of Mr. Green was excellent, based upon the factors described above.
As a result of this review and in recognition of Mr. Green's expanded
responsibilities following the retirement of the Vice Chairman, Mr. Green's
salary was increased by $75,000 to $250,000.

Bonuses. Stillwater National also awarded performance bonuses. In December
2000, a bonus of $12,500 was awarded to Mr. White, $10,946 to Mr. Poole, and
$10,000 each to Mr. Crowell and Mr. Root. In addition, a bonus of $76,250 was
awarded to Mr. Green in January 2001 based upon Southwest's earnings per share,
return on assets, and return on equity levels achieved for 2000.

Stock Options. The purposes of Southwest's Stock Option Plans (the "Option
Plans") are to attract, retain and motivate key officers of Southwest and
Stillwater National by providing key officers with a stake in the success of
Southwest, as measured by the value of its shares, and to increase the
commonality of interests among key employees and other shareholders. Options are
granted at exercise prices equal to the fair market value of the shares on the
dates of grant. During 2000, incentive stock options for 47,000 shares were
granted to Named Executive Officers at an exercise price of $15.78 per share,
including options for 20,000 shares granted to Mr. Green, 8,000 shares granted
to Mr. Root, 7,000 shares each granted to Mr. White and Mr. Poole, and 5,000
shares granted to Mr. Crowell.

No member of the Compensation Committee is a former or current officer or
employee of Southwest or Stillwater National.

March 12, 2001
Alfred L. Litchenburg, Chairman
James E. Berry
Erd M. Johnson
Betty Kerns
David P. Lambert
Linford R. Pitts
Russell W. Teubner
Robert B. Rodgers

STOCK PERFORMANCE COMPARISONS

The following table compares the cumulative total return on a hypothetical
investment of $100 in Southwest's common stock at the closing price on December
31, 1995 through December 31, 2000, with the hypothetical cumulative total
return on the Nasdaq Stock Market Index (U.S. Companies) and the Nasdaq Bank
Index for the comparable period.

[GRAPH]

------------------------------------------------------------------------
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
------------------------------------------------------------------------

Southwest $100 $112 $159 $150 $115 $97
------------------------------------------------------------------------
NASDAQ Stock Market
Index (U.S.) 100 123 151 213 395 238
------------------------------------------------------------------------
NASDAQ Bank Index 100 132 221 220 211 241
------------------------------------------------------------------------

CERTAIN TRANSACTIONS

Stillwater National has and expects to have in the future, banking
transactions with certain officers and directors of Southwest and Stillwater
National and greater than 5% shareholders of Southwest and their immediate
families and associates. These transactions are in the ordinary course of
business, and loans have been and will be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons. In the opinion of Southwest's
management, these loans did not involve more than normal risk of collectibility
or present other unfavorable features.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on Southwest's review of the copies of initial statements
of beneficial ownership on Form 3 and reports of changes in beneficial ownership
on Form 4 that it has received in the past year, annual statements of changes in
beneficial ownership on Form 5 with respect to the last fiscal year, and written
representations that no such annual statement of change in beneficial ownership
was required, all directors, executive officers, and beneficial owners of more
than 10% of its common stock have timely filed those reports with respect to
2000. Southwest makes no representation regarding persons who have not
identified themselves as being subject to the reporting requirements of Section
16(a) of the Securities Exchange Act of 1934, or as to the appropriateness of
disclaimers of beneficial ownership.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

A representative of Ernst & Young LLP, Southwest's independent
certified public accounting firm, is expected to be present at the Annual
Meeting to respond to shareholders' questions and will have the opportunity to
make a statement.

Audit Fees. Ernst & Young LLP billed a total of $135,000 for the audit
of Southwest's financial statements included in the annual report on Form 10-K
for the year-ended December 31, 2000, and the review of quarterly reports on
Forms 10-Q filed during that year.

Other Fees. Ernst & Young LLP billed a total of $31,500 for other
services for the year ended December 31, 2000, including $14,000 for audit of
Southwest's profit sharing plan.

Change in Auditors. On August 28, 2000, Southwest dismissed Deloitte &
Touche LLP, which had previously served as independent accountants for
Southwest. The reports of Deloitte & Touche LLP on the consolidated financial
statements of Southwest as of and for the fiscal years ended December 31, 1999
and December 31, 1998 contained no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope, or accounting
principles. The change in independent accountants was recommended by Southwest's
Audit Committee and approved by Southwest's Board of Directors. In connection
with its audit for the fiscal years ended December 31, 1999 and 1998, and in the
interim period from January 1, 2000 through August 28, 2000, there were no
disagreements with Deloitte & Touche LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Deloitte & Touche
LLP, would have caused Deloitte & Touche LLP to make reference to such
disagreements in its report on the consolidated financial statements for such
years.

On August 31, 2000, Southwest engaged Ernst & Young LLP as its new
independent accountants. The engagement of Ernst & Young LLP was recommended by
Southwest's Audit Committee and approved by Southwest's Board of Directors.

Report of the Audit Committee

The Southwest audit committee reviews and reports to the board of directors
regarding the performance of the internal audit function and independent
auditors, the integrity of the financial

statements, management's efforts to maintain a system of internal controls, and
compliance with legal and regulatory requirements. The committee (1) has
reviewed and discussed the audited financial statements included in Southwest's
2000 Annual Report and Form 10-K with management; (2) has discussed with
independent auditors the matters required to be discussed by Statement of
Auditing Standards 61; and (3) has received the written disclosures and the
letter from the independent auditors required by Independence Standards Board
Standard No. 1, and has discussed independence with the independent auditor.
Based upon this review, discussion, disclosures, and materials described in (1)
through (3), the committee recommended to the Board of Directors that the
audited financial statements be included in the 2000 Annual Report and Form 10-
K. The committee also has considered whether the amount and nature of non-audit
services rendered by the independent accountant are consistent with its
independence.

February 22, 2001 Linford R. Pitts, Chairman
Joe Berry Cannon
Betty Kerns
Alfred L. Litchenburg

OTHER MATTERS

The Board is not aware of any business to come before the Annual
Meeting other than those matters described above in this Proxy Statement and
matters incident to the conduct of the Annual Meeting. However, if any other
matters should properly come before the Annual Meeting, it is intended that
proxies in the accompanying form will be voted as determined by a majority of
the Board of Directors.

SHAREHOLDER PROPOSALS

Any shareholder proposal to take action at the year 2002 Annual Meeting
of Shareholders must be received at Southwest's executive office at 608 South
Main Street, Stillwater, Oklahoma 74074 no later than November 15, 2001, in
order to be eligible for inclusion in Southwest's proxy materials for that
meeting. Any such proposals shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934. Under Southwest's
Certificate of Incorporation, a shareholder proposal or nomination for director
may be eligible for consideration at an annual or special meeting if written
notice is delivered or mailed to the Secretary not less than thirty days nor
more than sixty days before the meeting, provided that, if less than forty days
notice of the meeting has been given, such written notice may be delivered or
mailed by the close of the tenth day after the date notice of the meeting was
mailed. Such notices also must include information required by and comply with
procedures established by the Certificate of Incorporation.

2000 ANNUAL REPORT TO SHAREHOLDERS

Southwest's 2000 Annual Report to Shareholders, including consolidated
financial statements, has been mailed to all shareholders of record as of the
close of business on the Record

Date. Any shareholder who has not received a copy of such Annual Report may
obtain a copy by writing to the Secretary. Such Annual Report is not to be
treated as a part of the proxy solicitation material or as having been
incorporated herein by reference.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Deborah T. Bradley

DEBORAH T. BRADLEY
SECRETARY

Stillwater, Oklahoma
March 16, 2001

ANNUAL REPORT ON FORM 10-K

A copy of Southwest's Annual Report on Form 10-K for the year ended
December 31, 2000, as filed with the Securities and Exchange Commission will be
furnished without charge to shareholders as of the record date upon written
request to: Kerby E. Crowell, Southwest Bancorp, Inc., P.O. Box 1988,
Stillwater, Oklahoma 74076.

ANNEX A
Southwest Bancorp, Inc.

Stillwater National Bank and Trust Company

Joint Audit Committee Charter

Purpose and Responsibilities: In general, the Committee reviews and reports to
the Board of Directors regarding the performance of the internal audit function
and independent auditors, the integrity of the financial statements,
management's efforts to maintain a system of internal controls, and compliance
with legal and regulatory requirements. Specific responsibilities of the
Committee include the following:

Organization and Reporting
--------------------------

1. Reviewing and reassessing the Charter of the Committee each year, and
recommending any proposed changes to the Board for approval.

2. Providing regular reports of its activities to the Board.

3. As specifically directed by the Board, investigating and reporting to the
Board with respect to matters involving financial reporting, financial
accounting, internal controls, or compliance with laws and regulations.

Relationships with Independent Auditors
---------------------------------------

4. Reviewing and recommending to the Board the engagement of independent
auditors, reviewing the fees to be paid under such engagements,
recommending to the Board whether or not the engagement of the independent
auditors should continue, and advising the Board regarding the selection of
new auditors.

5. Obtaining each year the disclosures and letter from the independent
auditors regarding the relationships between the auditors and the Company
and the independence of the auditors as required by Independence Standards
Board Standard No. 1, and discussing these materials and any relationships
or services disclosed in them that may affect the objectivity and
independence of the auditors.

6. Reviewing the provision of non-audit services by the independent auditors,
and considering whether the provision of such services is compatible with
the auditor's independence.

7. Taking, or recommending to the Board that the Board take, appropriate
action to oversee the independence of the outside auditors.

Audit Scope and Internal Controls
---------------------------------

8. Reviewing with management and the independent auditors the scope of
services required by the audit, major risk factors, significant accounting
policies, audit conclusions regarding significant accounting estimates, and
the compliance of the audit with the audit procedures required by Section
10A of the Securities Exchange Act of 1934 relating to detection of illegal
acts, identification of related party transactions, and evaluation of the
Company as a going concern.

9. Reviewing with management and the independent auditors their assessments of
the adequacy of internal controls, and the resolution of identified
material weaknesses and reportable conditions in internal controls.

10. Discussing with management any significant disagreements between the
accountant and management, and any significant changes to or restrictions
on the planned scope of the audit.

A-1

Financial Statements
--------------------

11. Discussing with management and the independent auditors issues regarding
accounting principles and practices that could significantly affect the
financial statements or the adequacy of the internal control system
including required or suggested changes in auditing and accounting
principles and practices.

12. Reviewing as a committee, or through the Chairman of the Committee, the
quarterly financial statements included in the Company's Forms 10-Q with
management and the independent auditors.

13. Reviewing and discussing the audited financial statements with management.

14. Discussing with the independent auditors the matters required by Statement
of Auditing Standards No. 61, as amended, which requires auditors to
communicate certain matters to the Committee. These matters include the
methods used to account for any significant unusual transactions, the
effect of significant accounting policies in any controversial or emerging
areas for which there is a lack of authoritative guidance or consensus, the
process used by management in formulating certain accounting estimates and
the basis for the auditor's conclusions regarding the reasonableness of
those estimates, and any disagreements with management over the application
of accounting principles, the basis for management's accounting estimates,
and the disclosures in the financial statements.

15. Based upon the reviews and discussions referred to in paragraphs 5, 13 and
14, recommending to the Board whether the financial statements should be
included in the Company's annual report on Form 10-K.

External Reports
----------------

16. Issuing a report to be included in the Company's annual proxy materials
stating that the Committee has fulfilled the responsibilities set forth in
paragraphs 5, 6, 13, 14, and 15.

17. Reviewing with management the basis for the annual Management Reports
regarding the annual financial statements, internal control structure,
procedures for financial reporting, and compliance with laws and
regulations relating to safety and soundness required by the Federal
Deposit Insurance Act ("FDIA") and implementing regulations; and with the
independent auditors the basis for their reports required by the FDIA.

Legal and Regulatory Matters
----------------------------

18. Discussing with management and the independent auditors any illegal acts
reported by them, and taking, or recommending that the Board take,
appropriate remedial action.

19. Reviewing with management and legal counsel legal and regulatory matters
that may have a material impact on the financial statements.

Internal Audit
--------------

20. Approving the appointment of any accounting firm engaged to perform
internal audit functions, and reviewing the fees to be paid to such firm.

21. Reviewing and approving the scope of internal audits and significant
reports by the internal audit function, and reviewing the effectiveness of
the internal audit function in monitoring the system of internal controls.

Reporting: The Committee reports to the full Board of Directors of the Company.
The Board of Directors of the Company establishes the Charter, membership, and
duties of the Committee, and, as representatives of the shareholders, has the
ultimate authority and responsibility to select, evaluate, and

where appropriate, replace the independent auditors. The independent auditors
are accountable to the Audit Committee and the Board of Directors as
representatives of the shareholders.

Membership: The Board of Directors establishes the number of members, the
membership of the Committee, and the Chairman of the Committee at the annual
organizational meeting and at other times the Board deems appropriate. The
Committee consists of at least three members. All members are outside,
independent directors. The membership meets the independence, experience, and
other requirements of the Nasdaq National Market and the FDIA.

Meeting Frequency: The Committee meets at least quarterly, and at such other
times as are established by the Chairman, the Committee, or the Board.

Conduct of Meetings; Joint Committee: The Committee establishes reasonable rules
for the conduct of meetings and required notice of meetings, subject to
oversight by the Board of Directors. The Committee meets by conference call or
in person. Minutes of the Committee are not required, but may be kept. Reports
and recommendations to the Board of Directors are written. Meetings of the
Company and Bank Committees are held jointly. Each Board has authority with
respect to its Committee. The Committees and the Boards are referred to in the
singular in this charter from time to time for convenience.

Authority, Support, and Advice: The Committee's functions are supported by the
Chief Financial Officer. The Committee may hold meetings with independent
auditors, internal audit personnel, outside counsel to the Company and the Bank,
and others as it deems appropriate. The Committee is advised by the independent
auditors and the Company's outside counsel, and also may, but is not required
to, engage separate counsel or other advisors to the Committee. The Committee
may rely on these advisors regarding the application, contents, and meaning of
auditing and accounting standards, laws, and regulations. The Committee may rely
on the independent auditors to identify the matters required to be discussed and
disclosed by the independent auditors.

Responsibilities of Management and Independent Auditors. While the Committee has
the review, oversight, and reporting responsibilities set forth in this charter,
it does not have responsibility for planning or conducting audits or for
determining that the financial statements are complete and accurate and are in
accordance with generally accepted accounting principles. Those are
responsibilities of management and the independent auditors, rather than the
Committee. The Committee also is not responsible for ensuring compliance with
laws or regulations, or for resolving disagreements, if any, between management
and the independent auditor.

-End-

REVOCABLE PROXY

SOUTHWEST BANCORP, INC.
--------------------
ANNUAL MEETING OF STOCKHOLDERS
April 26, 2001
--------------------

The undersigned hereby appoints Joe Berry Cannon, Betty Kerns, and Robert L.
Hert, with full powers of substitution to act, as attorneys and proxies for the
undersigned, to vote all shares of Common Stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders (the
"Annual Meeting"), to be held in the Auditorium, Room 215, of the Stillwater
Public Library, 1107 South Duck Street, Stillwater, Oklahoma on Thursday, April
27, 2000 at 11:00 a.m., Central Time, and at any and all adjournments thereof,
as indicated below and in accordance with the determination of a majority of the
Board of Directors with respect to other matters which come before the Annual
Meeting.

FOR WITHHOLD
--- --------
1. The election as directors of all nominees
listed below (except as marked to the
contrary below): ____ ____

Thomas D. Berry
Rick Green
David P. Lambert
Linford R. Pitts
Stanley R. White

INSTRUCTION: To withhold your vote for any individual nominee,
insert that nominee's name on the line provided below.

---------------------

Unless contrary direction is given, the right is reserved in the
sole discretion of the Board of Directors to distribute votes among
some or all of the above nominees in a manner other than equally so
as to elect as directors the maximum possible number of such
nominees.

The Board of Directors recommends a vote "FOR" each of the listed nominees.

- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE NOMINEES. IF ANY OTHER BUSINESS IS
PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF
DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH RESPECT TO THE
ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR
GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL
MEETING.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Should the undersigned be present and elect to vote at the Annual Meeting or
at any adjournment thereof and after notification to the Secretary of the
Company at the Annual Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect. The undersigned hereby revokes any and all
proxies heretofore given with respect to the shares of Common Stock held of
record by the undersigned.

The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of Annual Meeting, the Company's Proxy Statement for
the Annual Meeting and the 1999 Annual Report to Stockholders.

Dated: ________________________, 2001

___________________________ ___________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER

___________________________ ___________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER

Please sign exactly as your name appears on the envelope in which this card was
mailed. When signing as attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held jointly, each holder should
sign.

[_] Please check here if you plan to attend the Annual Meeting.

- -----------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- -----------------------------------------------------------------------------