SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE

TRUST INDENTURE ACT OF 1939 OF A CORPORATION

DESIGNATED TO ACT AS TRUSTEE

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BANK OF OKLAHOMA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

Oklahoma 73-0780382
(State of Incorporation) (I.R.S. employer
identification number)
Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, Oklahoma 74192
(Address of Principal Executive Offices) (Zip Code)

Frederic Dorwart
Old City Hall
124 East Fourth Street
Tulsa, Oklahoma 74103-5010
Phone (918) 583-9922
(Name, address and telephone number of agent for service)

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OGE ENERGY CORP.
(Exact name of obligor as specified in its charter)

incorporated under the laws of the
State of Oklahoma 73-1481638
(State or other jurisdiction of (I.R.S. employer
incorporation or organization identification number)

321 North Harvey Avenue
Oklahoma City, Oklahoma 73102
(Address of Principal Executive Offices) (Zip Code)

____% Junior Subordinated Debentures, Due 2039
(Title of the indenture securities)

Page 1 of 66

1. GENERAL INFORMATION.

Furnish the following information as to the trustee -

(a) Name and address of each examining or supervising
authority to which it is subject.

Primary Regulator:

Office of the Comptroller of the Currency
Southwestern Region
1600 Lincoln Plaza
500 Akard
Dallas, TX 75201-3394

Federal Reserve Bank of Kansas City
925 Grand Avenue
Kansas City, MO 64198

Federal Deposit Insurance Corporation
Washington, D.C.

(b) Whether it is authorized to exercise corporate trust
powers.

Yes.

2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each
such affiliation.

None. See note following item 16 hereof.

3. VOTING SECURITIES OF THE TRUSTEE.*

Furnish the following information as to each class of voting
securities of the trustee:

As of 12-31-98

Col. A Col B.
Title of Class Amount of Outstanding
-------------- ---------------------

Common Stock, $100 par value 500,000 shares

- ----------------------
* All of the outstanding voting securities of the trustee are
owned directly (88%) by BOK Financial Corporation, an Oklahoma Corporation. BOK
Financial Corporation is a bank holding company subject to regulation by the
Federal Reserve Board pursuant to the Bank Holding Company Act. George B.
Kaiser, Chairman of the Board of Directors, owns approximately 78.6% of the
outstanding voting securities of BOK Financial Corporation. Answers herein
concerning voting securities of the trustee owned by third parties relate to the
outstanding voting securities of BOK Financial Corporation. As of December 31,
1998, there were 45,100,440 shares of $.00006 par value common stock of BOK
Financial Corporation outstanding. Answers to all other items of this statement
of eligibility and qualification on Form T-1 relate to the trustee only, and do
not contain information regarding BOK Financial Corporation.

Page 2 of 66

4. TRUSTEESHIPS UNDER OTHER INDENTURES.

If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:

(a) Title of the securities outstanding under each other
indenture:

$32,400,000 - Muskogee Industrial Trust Adjustable Rate
Pollution Control Revenue Bonds, 1995 Series A.

$47,000,000 - Garfield County Industrial Authority Adjustable
Rate Pollution Control Revenue Refunding Bonds, 1995 Series A.

$56,000,000 - Muskogee Industrial Trust Pollution Control
Revenue Bonds, 1987 Series A.

$18,941,111 - Oklahoma Gas and Electric Consumer Loan
Receivables Trust 1998-1

(b) A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of
Section 310(b) (1) of the Trust Indenture Act of 1939 (the
"Act") as a result of the trusteeship under any such other
indenture, including a statement as to how the indenture
securities will rank as compared with the securities issued
under such other indenture.

The securities outstanding listed above in 4(a) are not in
default, therefore, a conflict of interest does not exist.

Our current relationship of securities outstanding listed in
4(a) above are revenue bonds and asset backed notes, as
compared to subordinated debt securities.

5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.

If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or representative
of the obligor or of any underwriter for the obligor, identify each such person
having any such connection and state the nature of each such connection.

Bank of Oklahoma, National Association is a wholly owned
subsidiary BOK Financial Corporation. William E. Durret is a
Director of BOK Financial Corporation and Oklahoma Gas and
Electric Company.

6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.

Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner and
executive officer of the obligor.

As of 12-31-98

Col. A Col. B Col. C Col. D

Percentage of
Voting Securities
Represented by
Amount Owned Amount Given in
Name of Owner Title of Class Beneficially Col. C
------------- -------------- ------------ ------

William E. Durret Common Stock 124,150 *

*Less than one percent (1%)

Page 3 of 66

7. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE UNDERWRITERS OR ITS
OFFICIALS.

Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter.

As of 9-28-99

Col. A Col. B Col. C Col. D

Percentage of
Voting Securities
Represented by
Amount Owned Amount Given in
Name of Owner Title of Class Beneficially Col. C
------------- -------------- ------------ ------

None. See note following item 16 hereof.

8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligation in default by the
trustee.
As of 9-28-99

Col. A Col. B Col. C Col. D

Amount Owned
Whether the Beneficially Percent of
securities or Held as Col- Represented
are voting ateral Security by Amount
or nonvoting for Obligations Given in
Title of Class securities In default Col. C
-------------- ---------- ---------- ------

None.

9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of any underwriter for the obligor,
furnish the following information as to each class of securities of such
underwriter any of which are so owned or held by the trustee:

As of 9-28-99

Col. A Col. B Col. C Col. D

Amount Owned Percent of
Beneficially Voting
or Held as Col- securities
Title of ateral Security Represented by
Issuer and Amount of for Obligations Amount Given
Title of Class Outstanding in default by Trustee in Col. C
-------------- ----------- --------------------- ---------

None. See note following item 16 hereof.

Page 4 of 66

10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting securities of the obligor
or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person.

As of 9-28-99

Col. A Col. B Col. C Col. D

Amount Owned
Beneficially or Percentage of
Held as Collateral Class Represented
Title of Security for Obli- by Amount
Issuer and Amount gations in default Given in
Title of Class Outstanding by Trustee Col. C
-------------- ----------- ---------- ------

None.

11. OWNERSHIP OR HOLDING BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the trustee:

As of 9-28-99

Col. A Col. B Col. C Col. D

None.

12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:

Col. A Col. B Col. C
Nature of Indebtedness Amount Outstanding Date Due
---------------------- ------------------ --------

Line of Credit (Commercial) -0- 06-29-2000
Line of Credit (Revolving) $560,000,000

Page 5 of 66

13. DEFAULTS BY THE OBLIGOR.

(a) State whether there is or has been a default with respect to
the securities under this indenture. Explain the nature of any
such default.

The securities issued under this indenture have never been in
default and are currently not in default.

(b) If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding
series of securities under the indenture, state whether there
has been a default under any such indenture or series,
identify the indenture or series affected and explain the
nature of any such default.

None.

14. AFFILIATIONS WITH THE UNDERWRITERS.

If any underwriter is an affiliate of the trustee, describe
each such affiliation.

None. See note following item 16 hereof.

15. FOREIGN TRUSTEE.

Identify the order or rule pursuant to which the foreign
trustee is authorized to act as sole trustee under indentures qualified
or to be qualified under the Act.

Not applicable. The trustee is not a foreign trustee.

16. LIST OF EXHIBITS.

List below all exhibits filed as a part of this statement of
eligibility and qualification.

(1) A copy of the articles of association of the trustee as now in
effect.

(2) A copy of the certificate of authority of the trustee to
commence business.

(3) A copy of the authorization of the trustee to exercise
Corporate Trust powers.

(4) A copy of the existing bylaws of the trustee.

(5) The consents of United States institutional trustees required
by Section 321(b) of the Act.

(6) A copy of the latest report of condition of the trustee.

Page 6 of 66

NOTE

To the best of the knowledge and belief of the trustee, there is no
person, firm or corporation ordinarily engaged in underwriting securities of
private corporations: (1) which is an affiliate of the trustee; (2) of which any
director or executive officer of the trustee is a director, officer, partner,
employee appointee or representative; (3) which together with its directors,
partners and executive officers, taken as a group, owns beneficially more than
one percent (1%) of the voting securities of BOK Financial Corporation; or (4)
whose securities of any class are owned beneficially by the trustee or held by
the trustee as collateral security for obligations in default in excess of one
percent (1%) of the outstanding securities of such class. In answering any item
in this statement of eligibility and qualification which relates to matters
peculiarly within the knowledge of the obligor or any underwriter for the
obligor, the trustee has relied upon information furnished to it by the obligor
or the underwriters and the trustee disclaims responsibility for the accuracy
and completeness of such information.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
Bank of Oklahoma, National Association, a corporation organized and existing
under the laws of the State of Oklahoma, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Oklahoma City and the State of
Oklahoma, on the 28th day of September, 1999.

Bank of Oklahoma, National Association

By: /s/ Timothy M. Cook
-----------------------------------
Timothy M. Cook
Vice President and Trust Officer

Attest: /s/ Rachel Redd-Singleton
------------------------------
Rachel Redd-Singleton
Assistant Vice President
and Trust Officer

Page 7 of 66

Exhibit 1

Bank Of Oklahoma,
National Association

Charter No. 13679

Amended and Restated
Articles of Association

As of January 26, 1993

FIRST. The title of this Association shall be "Bank Of Oklahoma,
National Association". This Association was first organized in 1910 as The
Exchange National Bank of Tulsa. In 1933 this Association was reorganized as
The National Bank of Tulsa. In 1975 the name of this Association was changed
to Bank of Oklahoma, National Association.

SECOND. The main office of the Association shall be in the City of
Tulsa, County of Tulsa, State of Oklahoma. The general business of the
Association shall be conducted at its main office and its branches.

THIRD. The Board of Directors of this Association shall consist of
not less than five nor more than twenty-five persons, the exact number to be
fixed and determined from time to time by resolution of a majority of the
full Board of Directors or by resolution of a majority of the holders of
outstanding Common Stock at any annual or special meeting thereof. If
required by applicable law, each director shall own common stock of the
Association with an aggregate par value of not less than $1,000, or common
stock of a bank holding company owning the Association with an aggregate par,
fair market or equity value of not less than $1,000, as of either (i) the
date of purchase, (ii) the date the person became a director or (iii) the
date of that person's most recent election to the Board of Directors,
whichever is greater.

Any vacancy in the Board of Directors may be filled by action of a
majority of the remaining directors between meetings of shareholders. The
Board of Directors may not increase the number of directors between meetings
of shareholders to a number which: (1) exceeds by more than two the number of
directors last elected by shareholders where the number was 15 or less; and
(2) exceeds by more than four the number of directors last elected by
shareholders where the number was 16 or more, but in no event shall the
number of directors exceed 25.

Terms of directors, including directors selected to fill vacancies,
shall expire at the next regular meeting of shareholders at which directors
are elected, unless the directors resign or are removed from office.

Despite the expiration of a director's term, the director shall
continue to serve until his or her successor is elected and

Page 8 of 66

Exhibit 1

qualifies or until there is a decrease in the number of directors and his or
her position is eliminated.

Honorary or advisory members of the Board of Directors, without
voting power or power of final decision in matters concerning the business of
the Association, may be appointed by resolution of a majority of the full
Board of Directors, or by resolution of shareholders at any annual or special
meeting. Honorary or advisory directors shall not be counted for purposes of
determining the number of directors of the Association or the presence of a
quorum in connection with any Board action, and shall not be required to own
qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to
elect directors and transact whatever other business may be brought before
the meeting. It shall be held at the main office or any other convenient
place the Board of Directors may designate, on the day of each year specified
therefor in the bylaws, or if that day falls on a legal holiday in the state
in which the Association is located, on the next following banking day. If no
election is held on the day fixed or in the event of a legal holiday, an
election may be held on any subsequent day within 60 days of the day fixed,
to be designated by the Board of Directors, or, if the directors fail to fix
the day, by shareholders representing two-thirds of the shares issued and
outstanding. In all cases at least 10 days advance notice of the meeting
shall be given to the shareholders by first class mail.

In all elections of directors, the number of votes each common
shareholder may cast will be determined by multiplying the number of shares
he or she owns by the number of directors to be elected. Those votes may be
cumulated and cast for a single candidate or may be distributed among two or
more candidates in the manner selected by the shareholder. On all other
questions, each common shareholder shall be entitled to one vote for each
share of stock held by him or her.

Nominations for election to the Board of Directors may be made by
the Board of Directors or by any stockholder of any outstanding class of
capital stock of the Association entitled to vote for election of directors.
Nominations other than those made by or on behalf of the existing management
shall be made in writing and be delivered or mailed to the President of the
Association and to the Comptroller of the Currency, Washington, D.C., not
less than 14 days nor more than 50 days prior to any meeting of shareholders
called for the election of directors; provided, however, that if less than 21
days notice of the meeting is given to shareholders, such nominations shall
be mailed or delivered to the President of the Association and to the
Comptroller of the Currency not later than the close of business on the
seventh day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to
the notifying shareholder:

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Page 9 of 66

Exhibit 1

(1) The name and address of each proposed nominee,

(2) The principal occupation of each proposed nominee,

(3) The total number of shares of capital stock of the Association
that will be voted for each proposed nominee,

(4) The name and residence address of the notifying shareholder, and

(5) The number of shares of capital stock of the Association owned
by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her
discretion, be disregarded by the chairperson of the meeting, and in
determining the vote tellers may upon directions by the chairperson disregard
all votes cast for each such nominee. No bylaw may unreasonably restrict the
nomination of directors by shareholders.

A director may resign at any time by delivering written notice to
the Board of Directors, its chairperson, or to the Association, which
resignation shall be effective when the notice is delivered unless the notice
specifies a later effective date.

A director may be removed with or without cause by shareholders at
a meeting called to remove him or her, when notice of the meeting stating
that the purpose or one of the purposes is to remove him or her is given;
provided, however, that a director may not be removed if the number of votes
sufficient to elect him or her under cumulative voting is voted against his
or her removal.

FIFTH. The authorized amount of capital stock of this Association
shall be 20,000 shares of Common Stock of the par value of $3.46 each; but
said capital stock may be increased or decreased from time to time, according
to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the
Association shall have any preemptive or preferential right of subscription
to any shares of any class of stock of the Association, whether now or
hereafter authorized, or to any obligations convertible into stock of the
Association, issued, or sold, nor any right of subscription to any thereof
other than such, if any, as the Board of Directors, in its discretion, may
from time to time determine and at such price as the Board of Directors, in
its discretion, may from time to time fix.

Unless otherwise specified in the Articles of Association or
required by law (1) all matters requiring shareholder action including
amendments to the Articles of Association must be approved by holders of a
majority of the outstanding voting stock, and (2) each shareholder shall be
entitled to one vote per share.

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Exhibit 1

Unless otherwise specified in the Articles of Association or
required by law, all shares of voting stock shall be voted together as a
class, on any matters requiring shareholder approval. If a proposed
amendment would affect two or more classes or series in the same or a
substantially similar way, all the classes or series so affected must vote
together as a single voting group on the proposed amendment.

Shares of the same class or series may be issued as a dividend on a
pro rata basis and without consideration. Shares of another class or series
may be issued as a share dividend in respect of a class or series of stock if
approved by a majority of the votes entitled to be cast by the class or
series to be issued unless there are no outstanding shares of the class or
series to be issued. Unless otherwise provided by the Board of Directors,
the record date for determining shareholders entitled to a share dividend
shall be the date the Board of Directors authorizes the share dividend.

Unless otherwise provided in the bylaws, the record date for
determining shareholders entitled to notice of and to vote at any meeting is
the close of business on the day before the first notice is mailed or
otherwise sent to the shareholders, provided that in no event may a record
date be more than 70 days before the meeting.

If a shareholder is entitled to fractional shares pursuant to a
stock dividend, consolidation or merger, reverse stock split or otherwise,
the Association may: (a) issue fractional shares or; (b) in lieu of the
issuance of fractional shares, issue script of warrants entitling the holder
to receive a full share upon surrendering enough script or warrants to equal
a full share; (c) if there is an established and active market in the
association's stock, make reasonable arrangements to provide the shareholder
with an opportunity to realize a fair price through sale of the fraction, or
purchase of the additional fraction required for a full share; (d) remit
the cash equivalent of the fraction to the shareholder; or (e) sell full
shares representing all the fractions at public auction or to the highest
bidder after having solicited and received sealed bids from at least three
licensed stock brokers; and distribute the proceeds pro rata to shareholders
who otherwise would be entitled to the fractional shares. The holder of a
fractional share is entitled to exercise the rights of a shareholder,
including the right to vote, to receive dividends, and to participate in the
assets of the Association upon liquidation, in proportion to the fractional
interest. The holder of script or warrant is not entitled to any of these
rights unless the script or warrants explicitly provide for such rights. The
script or warrants may be subject to such additional conditions as: (1) the
script or warrants will become void if not exchanged for full shares before a
specified date; and (2) that the shares for which the script or warrants are

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Page 11 of 66

Exhibit 1

exchangeable may be sold at the option of the Association and the proceeds
paid to scriptholders.

The Association, at any time and from time to time, may authorize
and issue debt obligations, whether or not subordinated, without the approval
of the shareholders. Obligations classified as debt, whether or not
subordinated, which may be issued by the Association without the approval of
shareholders, do not carry voting rights on any issue, including an increase
or decrease in the aggregate number of the securities, or the exchange or
reclassification of all or part of securities into securities of another
class or series.

SIXTH. The Board of Directors shall appoint one of its members to
be Chairman of the Board, who shall perform such duties as may be designated
by the Board of Directors. The Board of Directors shall have the power to
appoint a President - Tulsa Regional Office, and a President - Oklahoma City
Regional Office, each of whom shall perform such duties as may be designated
by the Board of Directors or the Chairman of the Board. The Board of
Directors shall also have the power to appoint one or more vice presidents, a
secretary who shall keep minutes of the directors' and shareholders' meetings
and be responsible for authenticating the records of the Association, and
such other officers and employees as may be required to transact the business
of this Association. A duly appointed officer may appoint one or more
officers or assistant officers if authorized by the Board of Directors in
accordance with the bylaws.

The Board of Directors shall have the power to:

(1) Define the duties of the officers, employees and agents
of the Association.

(2) Delegate the performance of its duties, but not the
responsibility for its duties, to the officers, employees, and agents
of the Association.

(3) Fix the compensation and enter into employment contracts
with its officers and employees upon reasonable terms and conditions
consistent with applicable law.

(4) Dismiss officers and employees.

(5) Require bonds from officers and employees and to fix the
penalty thereof.

(6) Ratify written policies authorized by the Association's
management or committees of the Board.

(7) Regulate the manner in which any increase or decrease of
the capital of the Association shall be made, provided that nothing
herein shall restrict the power of

5
Page 12 of 66

Exhibit 1

shareholders to increase or decrease the capital of the Association
in accordance with law, and nothing shall raise or lower from
two-thirds the percentage required for shareholder approval to
increase or reduce the capital.

(8) Manage and administer the business and affairs of the
Association.

(9) Adopt bylaws, not inconsistent with law or the Articles
of Association, for managing the business and regulating the affairs
of the Association.

(10) Amend or repeal bylaws, except to the extent that the
Articles of Association reserve this power in whole or in part to
shareholders.

(11) Make contracts.

(12) Generally to perform all acts that are legal for a Board
of Directors to perform.

SEVENTH. The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of the City
of Tulsa, without the approval of the shareholders, and shall have the power
to establish or change the location of any branch or branches of the
Association to any other location permitted under applicable law, without
the approval of the shareholders, but subject in either event to approval
by the Office of the Comptroller of the Currency if required by applicable law.

EIGHTH. The corporate existence of this Association shall continue
until terminated according to the laws of the United States.

NINTH. The Board of Directors of this Association, or any three or
more shareholders owning, in the aggregate, not less than twenty-five percent
(25%) of the outstanding Common Stock of this Association, may call a special
meeting of shareholders at any time. Unless otherwise provided by the bylaws
or the laws of the United States, or waived by shareholders, a notice of the
time, place, and purpose of every annual and special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least 10, and no more than 60 days, prior to the date of the meeting to each
shareholder of record at his/her address as shown upon the books of this
Association.

TENTH. (A) Directors of the Association shall not be personally
liable to the Association or its shareholders for monetary damages for breach
of fiduciary duty as a director; provided, however, that the foregoing clause
shall not apply to any liability of a Director (1) for breach of the
director's duty of loyalty to the Association or its shareholders, (2) for
acts or

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Page 13 of 66

Exhibit 1

omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (3) for the payment of unlawful dividends, or
(4) for any transaction from which the director derived an improper personal
benefit.

(B) The Association shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Association)
by reason of the fact that he is or was a director, officer, employee or
agent of the Association, or is or was serving at the request of the
Association as a director, officer, employee or agent of another association,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Association, and
with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Association,
and, with respect to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.

(C) The Association shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Association to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Association, or is or was serving at the
request of the Association as a director, officer, employee or agent of
another Association, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Association and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Association
unless and only to the extent that a court of competent jurisdiction shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall
deem proper.

(D) To the extent that a director, officer, employee or
agent of the Association has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to

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Page 14 of 66

Exhibit 1

in paragraphs (B) and (C) of this Article, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

(E) Any indemnification under paragraphs (B) and (C) of
this Article (unless ordered by a court) shall be made by the Association only
as authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth therein.
Such determination shall be made (1) by the Board of Directors by a majority
vote of a quorum (as directed in the bylaws of the Association) consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such quorum is not obtainable, or even if obtainable a quorum of disinterested
directors so elects, by independent legal counsel in a written opinion, or
(3) by the shareholders.

(F) Expenses incurred by an officer or director in
defending a civil or criminal action, suit or proceeding may be paid by the
Association in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Association as authorized in this
Article. Such expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

(G) The indemnification and advancement of expenses
provided by or granted pursuant to this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any statute, bylaw, agreement,
vote of shareholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office.

(H) The indemnification and advancement of expenses
provided by or granted pursuant to this Article shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.

(I) By action of its Board of Directors, notwithstanding
any interest of the directors in the action, the Association may purchase and
maintain insurance, in such amounts as the Board of Directors deems
appropriate, on behalf of any person who is or was a director, officer,
employee or agent of the Association, or of any association a majority of the
voting stock of which is owned by the Association, or is or was serving at
the request of the

8
Page 15 of 66

Exhibit 1

Association as a director, officer, employee or agent of another association,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the Association would have the power or
would be required to indemnify him against such liability under the
provisions of this Article or any other applicable law; provided, however,
that such insurance shall exclude coverage for a formal order assessing civil
money penalties against a director, officer, employee or agent of the
Association.

(J) The term director as used herein shall include
persons serving as advisory directors, senior directors or directors emeritus
or any other similar advisory capacity to the Board of Directors of the
Association.

(K) Notwithstanding any provision to the contrary
contained herein, the Association shall not indemnify directors, officers or
employees against expenses, penalties or other payments incurred in an
administrative proceeding or action instituted by an appropriate Bank
regulatory agency, which proceeding or action results in a final order
assessing civil money penalties or requiring affirmative action by an
individual or individuals in the form of payments to the Association;
provided, however that the Association shall advance expenses to a director,
officer or employee incurred in connection with the defense of any such
action if:

(1) The indemnitee enters into an agreement
satisfactory to the Association pursuant to which the
indemnitee shall reimburse any expenses advanced if (a) a
final order is entered in the action assessing civil money
penalties or requiring payments to the Association, or (b)
if the Board of Directors of the Association finds that the
indemnitee willfully misrepresented factors relevant to the
Board's determination of conditions described in (2)(a) or
(b) below;

(2) Prior to making any advances, the Board of the
Association, in good faith, determines in writing that all
of the following conditions are met: (a) the indemnitee has
a substantial likelihood of prevailing on the merits; (b) in
the event that the indemnitee does not prevail, he or she
will have the financial capability to reimburse the
Association; and (c) payment of expenses by the Association
will not adversely affect Bank safety and soundness; and

(3) If at any time the Board of the Association
believes, or should reasonably believe, that the conditions
described in (2)(a), (2)(b) or (2)(c) are no longer met,
the Association shall cease paying any such expenses.

9
Page 16 of 66

Exhibit 1

ELEVENTH. These Articles of Association may be amended at any
regular or special meeting of the shareholders by the affirmative vote of the
holders of a majority of the outstanding Common Stock of this Association,
unless the vote of the holders of a greater amount of stock is required by
law, and in that case by the vote of the holders of such greater amount. The
Association's Board of Directors may purpose one or more amendments to the
Articles of Association for submission to the shareholders.

10
Page 17 of 66

Exhibit 2

[LOGO]

- ------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
- ------------------------------------------------------------------------------
Washington, D.C. 20219

November 24, 1986

Mr. William B. Fader
Executive Vice President
Bank of Oklahoma, Tulsa, N.A.
Post Office Box 2300
Tulsa, Oklahoma 74192

Dear Mr. Fader:

This letter is the official approval of the Comptroller of the Currency to
merge Bank of Oklahoma, Oklahoma City, National Association with and into
Bank of Oklahoma, Tulsa, National Association under the charter of the latter
and with the title of Bank of Oklahoma, National Association.

This is also the official approval given to Bank of Oklahoma, Tulsa, National
Association, Charter No. 13679, the receiving institution, to operate the
presently existing branches and main office of Bank of Oklahoma, Oklahoma
City, National Association, as branches of the receiving institution.

Sincerely,

/s/ Ballard Gilmore

Ballard C. Gilmore
Director for Corporate Activity
Bank Organization and Structure

Charter No. 13679
-----

Page 18 of 66

Exhibit 2

SECRETARY'S CERTIFICATE
OF CORPORATE RESOLUTION
-----------------------

1. I hereby certify that I am the Secretary to the Board of Directors
of Bank of Oklahoma, N.A., located in Tulsa, State of Oklahoma, and that I
have been duly appointed and am presently serving in that capacity in
accordance with the bylaws of the bank.

2. I further certify that at a meeting of the Board of Directors of
Bank of Oklahoma, N.A., duly called for and convened on the 12th day of
September, 1984, the following resolutions were duly adopted by a majority of
the Board:

SEE ATTACHED RESOLUTIONS
OF BOARD OF DIRECTORS

The foregoing resolutions are presently in full force and effect and
have not been revoked or rescinded as of the date hereof.

IN WITNESS WHEREOF, I have hereupon set the seal of this National
Association this 26th day of November, 1984.

/s/ [ILLEGIBLE]
---------------------------
Secretary

[Seal of Bank]

Page 19 of 66

Exhibit 2

BANK OF OKLAHOMA, N.A.
REGULAR MEETING OF BOARD OF DIRECTORS
SEPTEMBER 12, 1984

RESOLUTIONS TO RECOMMEND CHANGE OF NAME
AND AMENDMENTS TO ARTICLES OF ASSOCIATION
AND TO AUTHORIZE NECESSARY ACTIONS

WHEREAS, the Board of Directors has reviewed the possibility of changing
the name of Bank of Oklahoma, N.A., to Bank of Oklahoma, Tulsa, N.A., and the
advantages thereof, and after due consideration, has found that such change
of name would be in the best interest of the bank and of its stockholders;
therefore, it is

RESOLVED, that the Board of Directors hereby recommends that the name of
the bank be changed from Bank of Oklahoma, N.A., to Bank of Oklahoma, Tulsa,
N.A.; and it is further

RESOLVED, that the Board of Directors hereby authorizes the Chairman of
the Board of the bank to call a special meeting of the stockholders of the
bank to consider the recommendation of the Board of Directors to change the
name of the bank to Bank of Oklahoma, Tulsa, N.A., to amend the Articles of
Association of the bank to reflect such change, and to authorize the Chairman
of the Board of the bank and such other persons as he may employ or direct to
effect such change; and it is further

RESOLVED, that the Board of Directors hereby designates the Chairman of
the Board of the bank and such other persons as he may direct or employ as
the agent or agents of the bank to take all necessary steps to effect the
change of name herein resolved.

/s/ [ILLEGIBLE]
---------------------------
Secretary

Page 20 of 66

Exhibit 2

COMPTROLLER OF THE CURRENCY

[PHOTO]

UNITED STATES DEPARTMENT OF THE TREASURY
WASHINGTON, D.C.,

WHEREAS, "BANK OF OKLAHOMA, NATIONAL ASSOCIATION", LOCATED IN TULSA, STATE OF
OKLAHOMA, BEING A NATIONAL BANKING ASSOCIATION ORGANIZED UNDER THE STATUTES
OF THE UNITED STATES, HAS MADE APPLICATION TO THE COMPTROLLER OF THE CURRENCY
FOR HIS APPROVAL TO CHANGE THE LOCATION OF ITS MAIN OFFICE FROM 320 SOUTH
BOSTON AVENUE, TULSA, OKLAHOMA, TO BANK OF OKLAHOMA TOWER, TULSA, OKLAHOMA.

NOW, THEREFORE, IT IS HEREBY CERTIFIED THAT APPROVAL IS GIVEN TO
THE ABOVE NAMED ASSOCIATION TO MOVE ITS MAIN OFFICE TO SUCH NEW LOCATION.

IN TESTIMONY WHEREOF, WITNESS MY SIGNATURE AND SEAL OF OFFICE THIS
1ST DAY OF NOVEMBER, 1976.

[SEAL] /s/ Robert Bloom
Acting COMPTROLLER OF THE CURRENCY

CHARTER NO. 13679.

Page 21 of 66

Exhibit 2

CERTIFICATE

TREASURY DEPARTMENT )
Office of ) ss:
Comptroller of the Currency )

I, James E. Smith, Comptroller of the Currency, do hereby certify that
the document hereto attached is a true and complete copy, as recorded in this
office, of the certificate authorizing a change of name, dated June 24,
1975, of National Bank of Tulsa, Tulsa, Oklahoma, "Bank of Oklahoma, N.A.",
effective July 1, 1975.

IN TESTIMONY WHEREOF, I have hereunto subscribed
my name and caused the seal of Office of the
Comptroller of the Currency to be affixed to
[SEAL] these presents at the Treasury Department, in
the City of Washington and District of Columbia,
this 24th day of June, A.D. 1975.

/s/ James E. Smith
-----------------------------------------------
Comptroller of the Currency

Page 22 of 66

Exhibit 2

COMPTROLLER OF THE CURRENCY

[PHOTO]

UNITED STATES DEPARTMENT OF THE TREASURY
WASHINGTON, D.C.,

WHEREAS, SATISFACTORY NOTICE HAS BEEN TRANSMITTED TO THE COMPTROLLER OF
THE CURRENCY EVIDENCING THAT ALL REQUISITE LEGAL AND CORPORATE ACTION HAS
BEEN TAKEN BY NATIONAL BANK OF TULSA, LOCATED IN TULSA, STATE OF OKLAHOMA, IN
ACCORDANCE WITH THE STATUTES OF THE UNITED STATES, TO AUTHORIZE A CHANGE OF
THE NAME OF THAT ASSOCIATION TO BANK OF OKLAHOMA, N.A.

NOW, THEREFORE, IT IS HEREBY CERTIFIED THAT SUCH CHANGE OF NAME OF
SAID ASSOCIATION IS APPROVED EFFECTIVE JULY 1, 1975.

IN TESTIMONY WHEREOF, WITNESS MY SIGNATURE AND SEAL OF OFFICE THIS
24TH DAY OF JUNE, 1975.

/s/ James E. Smith
COMPTROLLER OF THE CURRENCY

CHARTER NO. 13679

Page 23 of 66

Exhibit 3

EXCERPT OF BANK OF OKLAHOMA, N.A. RESOLUTION

***

BE IT FURTHER RESOLVED that the Executive Vice President and Senior Trust
Officer shall have the following powers and duties, in addition to those
hereinabove set forth:

1. He shall be responsible for the executive management of the Trust
Division, and shall, have authority to execute, on the behalf of
the Bank, contracts, documents or papers pertaining to the
performance by the Trust Division of fiduciary powers of the Bank,
and, if necessary, to cause the seal of the Bank to be affixed
thereto; and he is hereby authorized and empowered to sell, assign,
transfer and deliver any and all shares of stocks, bonds,
debentures, notes, evidences of indebtedness, or other securities
now or hereafter standing in the name of the Bank in any fiduciary
capacity, and to make, execute and deliver, any and all written
instruments necessary or proper to effectuate the authority hereby
conferred...

***

All other officers and agents designated by the Board of Directors and
assigned to the Trust Division shall, under the supervision of the Executive
Vice President and Senior Trust Officer, perform any duties as may be
required of such last named officer or agent, and may exercise any of the
powers and authorities by this Resolution vested in him;...

CERTIFICATION

I, the undersigned, Secretary of Bank of Oklahoma, N.A. hereby certify
that the above is a true and correct excerpt from the Resolution of the Board
of Directors of Bank of Oklahoma, N.A. establishing its Trust Division,
passed at a regular monthly meeting of the same, as reflected by the Minutes
in the Minute Book of said Bank, and I further certify that at said meeting a
quorum of the Directors was present and voting throughout, and I further
certify that the following officers and agents are duly elected, qualified
and now acting:

Dated this _____ day of ___________________, 1999.

/s/ Frederic Darwart
- --------------------------------------
Secretary
Bank of Oklahoma, National Association

Page 24 of 66

EXHIBIT 3

BANK OF OKLAHOMA, N.A. - TRUST - AUTHORIZED SIGNATURES AND INITIALS

- -----------------------------------------------------------------------------------------------------------------------------------
JANUARY 1999 APPROVAL: /s/ Timothy M. Cook APPROVAL: /s/ H. James Holloman
------------------------ ----------------------
DEPARTMENT MANAGER DIVISION MANAGER
- -----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT: CORPORATE TRUST
- -----------------------------------------------------------------------------------------------------------------------------------
600024642 207923401 600809107 103503051 207938449 NAME SIGNATURE INITIALS
Trust Funds EB Pension Trust Voucher Corp Trust BOTTC
- -----------------------------------------------------------------------------------------------------------------------------------

X X Barbara E. Bailey /s/ Barbara E. Bailey BB
- -----------------------------------------------------------------------------------------------------------------------------------
X X Sandy L. Collins /s/ Sandy L. Collins SC
- -----------------------------------------------------------------------------------------------------------------------------------
X X Timothy M. Cook /s/ Timothy M. Cook TC
- -----------------------------------------------------------------------------------------------------------------------------------
X X X Sherry Farris /s/ Sherry Farris SF
- -----------------------------------------------------------------------------------------------------------------------------------
X X W. Mark McCoy /s/ W. Mark McCoy WMM
- -----------------------------------------------------------------------------------------------------------------------------------
X X X Marrien D. Neilson /s/ Marrien Neilson MN
- -----------------------------------------------------------------------------------------------------------------------------------
X X T. Elaine Patterson /s/ T. Elaine Patterson TP
- -----------------------------------------------------------------------------------------------------------------------------------
X X Rachel U. Redd-Singleton /s/ Rachel Redd-Singleton RS
- -----------------------------------------------------------------------------------------------------------------------------------
X X X Cynthia S. Wilkinson /s/ Cynthia Wilkinson CSW
- -----------------------------------------------------------------------------------------------------------------------------------

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

Page 25 of 66

EXHIBIT 3

BANK OF OKLAHOMA, N.A. - TRUST - AUTHORIZED SIGNATURES AND INITIALS

- -----------------------------------------------------------------------------------------------------------------------------------
JANUARY 1999 APPROVAL: /s/ [ILLEGIBLE] APPROVAL: /s/ H. James Holloman
------------------------ ----------------------
DEPARTMENT MANAGER DIVISION MANAGER
- -----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT: PFS/EB - OKC
- -----------------------------------------------------------------------------------------------------------------------------------
600024642 207923401 600809107 103503051 207938449 NAME SIGNATURE INITIALS
Trust Funds EB Pension Trust Voucher Corp Trust BOTTC
- -----------------------------------------------------------------------------------------------------------------------------------

X X Joe A. Ray /s/ Joe A. Ray JR
- -----------------------------------------------------------------------------------------------------------------------------------
X X Ray F. Kolker /s/ Ray F. Kolker RFK
- -----------------------------------------------------------------------------------------------------------------------------------
X X X Carl L. Shortt, Jr. /s/ Carl L. Shortt, Jr. CLS
- -----------------------------------------------------------------------------------------------------------------------------------
X X Charles S. Turci /s/ Charles S. Turci CT
- -----------------------------------------------------------------------------------------------------------------------------------

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

Page 26 of 66

EXHIBIT 3

BANK OF OKLAHOMA, N.A. - TRUST - AUTHORIZED SIGNATURES AND INITIALS

- -----------------------------------------------------------------------------------------------------------------------------------
JANUARY 1999 APPROVAL: /s/ Joseph L. Rodanski APPROVAL: /s/ H. James Holloman
------------------------ ----------------------
DEPARTMENT MANAGER DIVISION MANAGER
- -----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT: TRUST OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------------
600024642 207923401 600809107 103503051 207938449 NAME SIGNATURE INITIALS
Trust Funds EB Pension Trust Voucher Corp Trust BOTTC
- -----------------------------------------------------------------------------------------------------------------------------------

X X X N/A X Lori Atwell /s/ Lori Atwell LA
- -----------------------------------------------------------------------------------------------------------------------------------
X X N/A Ryan Campbell /s/ Ryan Campbell RC
- -----------------------------------------------------------------------------------------------------------------------------------
X X X N/A John L. Dulek /s/ John L. Dulek JLD
- -----------------------------------------------------------------------------------------------------------------------------------
X X X N/A X Kimra L. Hays /s/ Kimra L. Hays KH
- -----------------------------------------------------------------------------------------------------------------------------------
X X X N/A X Lee A. Inbody /s/ Lee A. Inbody LI
- -----------------------------------------------------------------------------------------------------------------------------------
X X X N/A X Donnie R. Landis /s/ Donnie R. Landis DL
- -----------------------------------------------------------------------------------------------------------------------------------
X X X N/A X Connie J. Larson /s/ Connie J. Larson CJL
- -----------------------------------------------------------------------------------------------------------------------------------
X X X N/A X Lisa Marrs /s/ Lisa Marrs LM
- -----------------------------------------------------------------------------------------------------------------------------------
X Susan Pricer /s/ Susan Pricer SP
- -----------------------------------------------------------------------------------------------------------------------------------
X X X N/A X Joseph L. Rodanski /s/ Joseph L. Rodanski JLR
- -----------------------------------------------------------------------------------------------------------------------------------
X X X N/A Elaine K. Ryon /s/ Elaine K. Ryon ER
- -----------------------------------------------------------------------------------------------------------------------------------
X X X N/A X B. Ruth Stockham /s/ B. Ruth Stockham RS
- -----------------------------------------------------------------------------------------------------------------------------------
X X N/A Dorothy M. Woods /s/ Dorothy M. Woods DMW
- -----------------------------------------------------------------------------------------------------------------------------------

Page 27 of 66

EXHIBIT 3

BANK OF OKLAHOMA, N.A. - TRUST - AUTHORIZED SIGNATURES AND INITIALS

- -----------------------------------------------------------------------------------------------------------------------------------
JANUARY 1999 APPROVAL: /s/ Joseph L. Rodanski APPROVAL: /s/ H. James Holloman
------------------------ ----------------------
DEPARTMENT MANAGER DIVISION MANAGER
- -----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT: TRUST OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------------
600024642 207923401 600809107 103503051 207938449 NAME SIGNATURE INITIALS
Trust Funds EB Pension Trust Voucher Corp Trust BOTTC
- -----------------------------------------------------------------------------------------------------------------------------------

X X X N/A X Michael L. McCollum /s/ Michael L. McCollum MM
- -----------------------------------------------------------------------------------------------------------------------------------

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

Page 28 of 66

EXHIBIT 3

BANK OF OKLAHOMA, N.A. - TRUST - AUTHORIZED SIGNATURES AND INITIALS

- -----------------------------------------------------------------------------------------------------------------------------------
JANUARY 1999 APPROVAL: /s/ Joseph L. Rodanski Approval: /s/ H. James Holloman
------------------------ ----------------------
DEPARTMENT MANAGER DIVISION MANAGER
- -----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT: TRUST OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------------
700162813 700002389 700002411 966162813 NAME SIGNATURE INITIALS
MMDA Cash Investor Fund Investor Fund MMDA Cash
Sweep Sweep Sweep Sweep-Ark
- -----------------------------------------------------------------------------------------------------------------------------------

X X X X Anita McLaurin /s/ Anita McLaurin AM
- -----------------------------------------------------------------------------------------------------------------------------------
X X X X Lisa Cox /s/ Lisa Cox LC
- -----------------------------------------------------------------------------------------------------------------------------------
X X X X Lisa Marrs /s/ Lisa Marrs LM
- -----------------------------------------------------------------------------------------------------------------------------------
X X X X B. Ruth Stockham /s/ B. Ruth Stockham RS
- -----------------------------------------------------------------------------------------------------------------------------------

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

Page 29 of 66

EXHIBIT 3

BANK OF OKLAHOMA, N.A. - TRUST - AUTHORIZED SIGNATURES AND INITIALS

- -----------------------------------------------------------------------------------------------------------------------------------
JANUARY 1999 APPROVAL: APPROVAL: /s/ H. James Holloman
------------------------ ----------------------
DEPARTMENT MANAGER DIVISION MANAGER
- -----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT: TRUST MANAGEMENT
- -----------------------------------------------------------------------------------------------------------------------------------
600024642 207923401 600809107 103503051 207938449 NAME SIGNATURE INITIALS
Trust Funds EB Pension Trust Voucher Corp Trust BOTTC
- -----------------------------------------------------------------------------------------------------------------------------------

X X X X X H. James Holloman /s/ H. James Holloman HJH
- -----------------------------------------------------------------------------------------------------------------------------------
X X X X X Lawrence B. Halka /s/ Lawrence B. Halka LBH
- -----------------------------------------------------------------------------------------------------------------------------------
X X X X X Edwin D. Disney /s/ Edwin D. Disney ED
- -----------------------------------------------------------------------------------------------------------------------------------

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

Page 30 of 66

Exhibit 3

EXHIBIT "A"

EXCERPT OF MINUTES OF
DIRECTORS' TRUST COMMITTEE

Pursuant to the authority vested in the Directors' Trust Committee under the
resolution of the Board of Directors of the Bank of Oklahoma dated April 8,
1981 the manager of the Trust Division is hereby directed to establish an
Internal Trust Committee. The manager of the Trust Division is designated as
Chairman of the Internal Trust Committee and shall appoint, with the approval
of the Chief Executive Officer of the bank, at least six trust officers but
not more than ten to serve as committee members. He shall also designate two
additional trust officers to serve as alternates, anyone of whom is
authorized to serve in the place of any regular member who is unable to attend
a committee meeting. The Executive Officers of the bank shall also be members
of this committee. A majority of such committee shall constitute a quorum for
the transaction of business.

The Internal Trust Committee shall have the following duties, powers and
responsibilities to be performed within policies and guidelines which may be
established from time to time by the Directors' Trust Committee:

1. To establish policies for the conduct of fiduciary responsibilities
and obligations of the Trust Division;

2. To review the Administrative practices in the Trust Division to
confirm that accounts are being handled in accordance with division
policies;

3. To coordinate and review the marketing plans of the Trust Division;

4. To review the Security Working List used by the Investment Officers
on a periodic basis and receive recommendations for changes therein
from time to time;

5. To approve all fiduciary appointments accepted or rejected by the
Senior Trust Officers;

6. To receive reports on the termination of all trust estates and other
fiduciary accounts administered by the Trust Division;

7. To review the schedule of fees for trust services;

8. To keep minutes of all meetings of the Internal Trust Committee and
to review the minutes of the Trust Review Committee and Investment
Policy Committee;

Page 31 of 66

Exhibit 3

9. To perform such other duties as the Directors' Trust Committee, the
Chief Executive Officer of the Bank or the Trust Division Manager may,
from time to time, assign to the Internal Trust Committee.

The manager of the Trust Division is further directed to establish the Trust
Review Committee. The manager of the Trust Investment Department is
designated as chairman. The Committee shall consist of eight to ten members
appointed by the manager of the Trust Division with the approval of the Chief
Executive Officer of the Bank. Two alternate members shall also be appointed
by the division manager. The Executive Officers of the Bank shall also be
members of this committee. A majority of such committee shall constitute a
quorum for the transaction of business.

The Directors' Trust Committee hereby delegates to the Trust Review Committee
the following duties, powers and responsibilities.

1. To review each fiduciary account accepted by the Bank within 60 days
after receipt of the assets or as soon thereafter as practicable;

2. To review each fiduciary account and the assets held by such trust
at least once every 12 month period in accordance with the
requirements of Regulation 9;

3. To review the minutes of the Trust Policy Committee making a record
of such action in the minutes and reviewing the transactions of the
Investment Department to see that they are in conformity with current
policy and that exceptions thereto are documented by the investment
and account officers;

4. To keep minutes of each meeting showing which accounts have been
reviewed, approved, or such other actions which may have been taken by
the committee in connection with the review of the particular
accounts;

5. To perform such other duties as may be assigned to it from time to
time by the Directors' Trust Committee, the Chief Executive Officer
of the Bank or the Trust Division Manager.

The manager of the Trust Division is hereby directed to establish the
Investment Policy Committee. This committee shall consist of eight members
appointed by the manager of the Trust Division with the approval of Chief
Executive Office of the

Page 32 of 66

Exhibit 3

Bank. The manager of the Trust Division shall serve as Chairman. The
Executive Officers of the Bank shall also be members of this committee. Two
alternate members are to be appointed by the Division Manager. A majority of
such committee shall constitute a quorum for the transaction of business.
This Committee shall have the following duties, priorities and responsibilities:

1. To set Investment Policy for the Trust Division under a monthly
review program which considers the current economic environment;

2. To consider changes, deletions and additions to the working list of
the Investment Department;

3. To review the Common Trust Fund Accounts on each valuation date;

4. To perform such other duties as may be assigned to it from time to
time by the Directors' Trust Committee Chief Executive Officer of the
Bank or by the Trust Division Manager.

The officers assigned to the Trust Division by the Board of Directors and the
management of the Bank shall have the following powers and duties, in
addition to those herein above setforth:

1. The Manager of the Trust Division shall be responsible for the
Executive Management of the Trust Division, and he and the other
trust officers under his supervision shall have the authority to
execute on behalf of the Bank, contracts, documents or papers
pertaining to the performance by the Trust Division of the fiduciary
powers of the bank, and, if necessary, to cause the seal of the bank
to be affixed thereto; and he, and the other officers assigned to
the Trust Division under his supervision, are hereby authorized and
empowered where permitted by the governing instrument of an account
to purchase or otherwise acquire, sell, assign, transfer and deliver
all shares of stocks, bonds, debentures, notes, real estate,
evidence of indebtedness, deeds, conveyances, contracts, including
oil and gas interests of all kinds and of contracts for the
development thereof, and to execute mortgages, and releases of
mortgages on any and all property or securities now or hereafter
standing in the name of the bank in any fiduciary capacity, and to
make, execute and deliver, any and all written instruments necessary
or proper to effectuate the authority

Page 33 of 66

Exhibit 3

hereby delegated and conferred upon the manager of the Trust Division
and the Trust Officers working under his supervision;

2. Either he, or any other officer of the Trust Division or any other
Trust Operations Officer of the Bank performing operation functions
for the Trust Division, shall have the authority to sign checks
against the balances to the credit of the Trust Division of this
Bank, when such officers are designated by the manager of the Trust
Division and, such checks are countersigned by another of the
designated signatory officers;

3. The Manager, and any Senior Vice President, any Vice President, and
any Trust Officer assigned to the Trust Division will have the
authority to execute acceptances of trusts under the authority
granted by the Directors' Trust Committee and within the policy
guidelines as set out by the Trust Division Manager. Such Officers
are also authorized to qualify the bank as executor administrator,
Guardian Escrow Agent, Investment Agent, Receiver or assignee, and
in any other fiduciary capacity appropriate to the business of the
Trust Division, and in accordance with Trust Division Policies, such
officers shall exercise generally all of the authority vested by the
by-laws of this bank in an Executive Officer thereof, provided at
all questionable matters, which in the opinion of the Division
Manager requires further consideration, shall be submitted to the
Internal Trust Committee before acceptance;

4. The Division Manager will establish policies for the approval for
the invasion of principal and the payments from income in any
account where such payments are discretionary and the Trust Division
Manager may delegate to designated Trust Officer such authority as
he deems appropriate for the exercise of the discretionary powers
conferred upon the bank in its fiduciary capacity in various
accounts.

5. The Division Manager shall cause a report to be made monthly to the
Chief Executive Officer of the Bank, or his designate, summarizing
the operational administrative and financial status of the division.
He shall make such further and additional reports as may be required
from time to time by the Directors' Trust Committee, the Chief
Executive Officer of the Bank, the Comptroller of the Currency or
any governmental agency exercising supervisory powers over the Trust
Division for the Bank of Oklahoma;

Page 34 of 66

Exhibit 3

6. The Division Manager and the other Trust Officer under his
supervision shall have the authority to authorize admissions and
withdrawals to the common trust funds administered by this bank in
accordance with the terms of the Common Trust Fund Agreements and
the provisions of the Comptroller of the Currencys Regulation A.

The manager of the Trust Division shall keep the records of the Trust Division
separate and distinct from other books and records of the bank, and they
shall contain full information relative to each account, all in accordance
with the Regulation 9 of the Comptroller of Currency governing fiduciary
powers of national banks, and the laws of the State of Oklahoma.

This Committee of the Board of Directors shall cause external audits to be
made at regular intervals of the Trust Division, or in lieu thereof adopt an
adequate continuous audit system, as the committee may elect, all in
compliance with the regulations of the Comptroller of Currency governing
fiduciary powers of national banks.

The Manager of the Trust Division is charged with the responsibility of
keeping Trust Securities and Investments held in Trust by the Trust Division
separate and distinct from the securities owned by the bank and, in addition
thereto, that the said Trust Securities may be kept in any manner allowed by
the regulation of the Comptroller of Currency, as may be amended and issued
from time to time hereafter. Whenever the said securities are deposited in
the security vault of the bank, or in any depository, and are withdrawn
therefrom, such deposits or withdrawals shall be made only upon the written
request of any officer assigned to the Trust Division, or upon the written
request of other trust personnel who may be appointed, from time to time, by
the manager of the Trust Division.

Funds held by the Trust Division in a fiduciary capacity awaiting investment
or distribution shall not be held uninvested or undistributed for any longer
than is reasonable. Investments of trust funds shall be made only in
compliance with the regulations of the Comptroller of the Currency, in
accordance with the terms and provisions of the instrument creating the
fiduciary relationship, and the statutes of the state of Oklahoma.

The investment of fiduciary funds in stock or obligations of the bank, the
sale or transfer of property held by the bank as fiduciary to any officer,
director, employee or relative thereof, any transactions between various trust
accounts, the loan of

Page 35 of 66

Exhibit 3

money from the bank to any account, the loan of money from one fiduciary
account to another, is prohibited except in those instances specifically
authorized by the terms and provisions of the regulations of the Comptroller
of the Currency, the laws of the state of Oklahoma, and the governing trust
instrument.

Page 36 of 66

Exhibit 3

EXCERPT FROM

RESOLUTION ESTABLISHING TRUST DIVISION

AND DIRECTORS' TRUST COMMITTEE

Under the authority of Section 1.76, Statute 688 (12 U.S.C. 92a); R.S.
5240 as amended (12 U.S.C. 481) and the Comptroller of the Currency's
Regulation 9, "Fiduciary Powers of National Bank and Collective Investment
Funds," the Board of Directors of the Bank of Oklahoma, by this resolution,
hereby assigns the administration of the Trust Division to the Directors'
Trust Committee, confers on, delegates to, and assigns to this Committee all
of its authority, and full responsibility for the proper exercise of all the
fiduciary powers, duties, obligations, and responsibilities of the Bank of
Oklahoma relating to the exercise of its trust powers, in compliance with
applicable laws and regulations, including the right to delegate and assign
such of its authority and responsibility to other committee(s) it may, in its
discretion establish, and/or to such officer(s) as it may designate.

Page 37 of 66

Exhibit 4

B Y L A W S

B A N K O F O K L A H O M A,

N A T I O N A L A S S O C I A T I O N

AMENDED AND RESTATED AS OF NOVEMBER 23, 1986

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

Page 38 of 66

Exhibit 4

INDEX

BYLAWS

BANK OF OKLAHOMA, NATIONAL ASSOCIATION

AMENDED AND RESTATED AS OF NOVEMBER 23, 1986

Page
----

ARTICLE I - Meetings of Shareholders

Section 1.1. Annual Meeting 1
Section 1.2. Special Meetings 1
Section 1.3. Conduct of Elections 1
Section 1.4. Proxies 1
Section 1.5. Quorum 2

ARTICLE II - Directors

Section 2.1. Board of Directors 2
Section 2.2. Number 2
Section 2.3. Nominations for Directors 2
Section 2.4. Term 3
Section 2.5. Organization Meeting 3
Section 2.6. Regular Meetings 3
Section 2.7. Special Meetings 3
Section 2.8. Directors' Fees 3
Section 2.9. Quorum 3
Section 2.10. Vacancies 4

ARTICLE III - Committees of the Board

Amended 6-30-87 Section 3.1. Executive Committee 4
Section 3.2. Examining Committee 5
Amended 5-26-87 Section 3.3. Other Committees 5

ARTICLE IV - Officers and Employees

Amended 6-30-87 Section 4.1. Chairman of the Board 5
Section 4.2. Presidents 6
Section 4.3. Vice Chairman of the Board 6
Amended 6-30-87 Section 4.4. Chairman of the Executive Committee 6
Section 4.5. Vice Presidents 6
Section 4.6. Cashier and Auditor 6
Section 4.7. Secretary to the Board of Directors 7
Section 4.8. Other Officers 7
Section 4.9. Clerks and Agents 7
Section 4.10. Tenure of Office 7
Section 4.11. Rights of the FDIC 7

Page 39 of 66

Exhibit 4

INDEX

Page
----

ARTICLE V - Trust Division

Section 5.1. Trust Division 8

ARTICLE VI - Stock and Stock Certificates

Section 6.1. Transfers 8
Section 6.2. Dividends 8
Section 6.3. Stock Certificates 8

ARTICLE VII - Corporate Seal

Section 7.1. Corporate Seal 9

ARTICLE VIII - Miscellaneous Provisions

Section 8.1. Fiscal Year 9
Section 8.2. Execution of Instruments 9
Section 8.3. Records 9
Section 8.4. Banking Hours 9

ARTICLE IX - Indemnification

Section 9.1. General 10
Section 9.2. Against Claim by Association 10
Section 9.3. Reimbursement of Expenses upon
Successful Defense 11
Section 9.4. Determination that Indemnity is Proper 11
Amended 1-20-87 Section 9.5. Payment Prior to Final Disposition 11
Section 9.6. Non-Exclusive Rights 11
Section 9.7. Actions by Regulatory Agency 12
Section 9.8. Insurance 12

ARTICLE X - Bylaws

Section 10.1. Inspection 12
Section 10.2. Amendments 12

Page 40 of 66

Exhibit 4

BANK OF OKLAHOMA, NATIONAL ASSOCIATION
--------------------------------------

AMENDED AND RESTATED AS OF NOVEMBER 23, 1986

BYLAWS

ARTICLE I

Meetings of Shareholders

Section 1.1. ANNUAL MEETING. The regular annual meeting of the holders
of the common stock of the Association for the election of directors and the
transaction of whatever other business may properly come before the meeting,
shall be held at the main office of the Association, Bank of Oklahoma Tower,
Tulsa, Oklahoma, or such other place as the Board of Directors may designate,
at 1:00 o'clock p.m., on the second Wednesday of April of each year. Notice
of such meeting shall be mailed, postage prepaid, at least ten days prior to
the date thereof, addressed to each holder of capital stock of the
Association entitled to vote at said meeting at his address appearing on the
books of the Association. If, from any cause, an election of directors is
not made on the said day, the Board of Directors shall order the election to
be held on some subsequent day, as soon thereafter as practicable, according to
the provisions of law, and notice thereof shall be given in the manner herein
provided for the annual meeting.

Section 1.2. SPECIAL MEETINGS. Except as otherwise specifically
provided by statute, special meetings of the shareholders may be called for
any purpose at any time by the Board of Directors and in accordance with
Article TENTH of the Articles of Association. Unless waived in writing by
all holders of capital stock entitled to vote at such meeting, or unless
otherwise provided by law, every such special meeting shall be called by
mailing, postage prepaid, not less than ten days prior to the date fixed for
such meeting, to each such holder at his address appearing on the books of
the Association, a notice stating the purpose of the meeting.

Section 1.3. CONDUCT OF ELECTIONS. Every election of directors shall be
conducted by written ballot, which shall be tallied by the Secretary to the
Board of Directors and maintained with the permanent records of the
Association.

Section 1.4. PROXIES. Holders of capital stock of the Association
entitled to vote at any meeting of such shareholders may vote at any such
meeting by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting.
Proxies shall be dated and shall be filed with the records of the meeting.

Page 41 of 66

Exhibit 4

meeting may be held as adjourned without further notice. A majority of the
shares actually voted shall decide every question or matter submitted to the
shareholders at any meeting, unless otherwise provided by law or by the
Articles of Association.

ARTICLE II

Directors

Section 2.1. BOARD OF DIRECTORS. The Board of Directors (hereinafter
referred to as the "Board") shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law,
all corporate powers of the Association shall be vested in and may be
exercised by said Board.

Section 2.2. NUMBER. The Board shall consist of not less than five nor
more than twenty-five shareholders of the holding company of the Association,
the exact number within such minimum and maximum limits to be fixed and
determined from time to time by resolution of a majority of the full Board or
by resolution of the shareholders at any meeting thereof; provided, however,
that a majority of the full Board of Directors may not increase the number of
directors to a number which: (i) exceeds by more than two the number of
directors last elected by shareholders where such number was fifteen or less;
or (ii) exceeds by more than four the number of directors last elected by
shareholders where such number was sixteen or more, but in no event shall the
number of directors exceed twenty-five.

Section 2.3. NOMINATIONS FOR DIRECTOR. No person shall be qualified to
be elected or to serve as a member of the Board, whether by regular election
of members of the Board or by appointment to fill any vacancy occurring among
the members of the Board, unless that person has been nominated by the board
of directors of the holding company of the Association or by the nominations
committee of such board of directors.

Section 2.4. TERM. The directors of the Association shall hold office
for one year or until their successors are elected and have qualified.

Section 2.5. ORGANIZATION MEETING. The Secretary of the Board shall
tally the vote in any election of directors and shall notify the
directors-elect of their election and of the time at which they are required
to meet at the main office of the Association for the purpose of taking their
oaths of office in the form prescribed by the Comptroller of the Currency,
organizing the new Board, appointing committees, and electing and appointing
officers of the Association for the succeeding year. Such meeting shall be
held on the day of the election or as soon thereafter as practicable, and in
any event within thirty days thereof. If, at the time fixed for such
meeting, there shall not be a quorum present, the directors present may
adjourn the meeting, from time to time, until a quorum is obtained.

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Exhibit 4

Section 2.6. REGULAR MEETINGS. The regular meetings of the Board of
Directors shall be held, without notice, at 12:00 noon on the second
Wednesday of each month at the main office of the Association unless the
Board or its executive Committee shall designate another date. Upon the
designation of any such alternative date, ten days' written notice of such
date shall be given to the members of the Board. When any regular meeting
of the Board falls upon a holiday, the meeting shall be held be on the next
banking business day observed within the State of Oklahoma, unless the Board
or its Executive Committee shall designate some other day.

Section 2.7. SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman of the Board, the Vice Chairman of the Board, or the
President of the Association, or at the request of three or more directors.
Each member of the Board of Directors shall be given notice by telegram,
letter, or in person, stating the time and place of each such special meeting.

Section 2.8. DIRECTORS' FEES. A fee, in a reasonable amount to be
fixed from time to time by the Board, shall be paid to directors for each
regular meeting of the Board that they attend, limited, however, to one such
fee for each calendar month.

Section 2.9. QUORUM. A majority of the directors shall constitute a
quorum at any meeting of the Board, except when otherwise provided by law;
provided, however, that a lesser number of directors may adjourn any
meeting, from time to time, and the meeting may be held, as adjourned,
without further notice.

Section 2.10. VACANCIES. When any vacancy occurs on the Board, the
remaining members of the Board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy, at any regular meeting
of the Board, or at a special meeting called for that purpose; provided,
however, that such director shall have been nominated or otherwise approved
by the board of directors of the holding company of the Association or by the
nominations committee of such board of directors. Any director so appointed
shall hold his position until the next regular annual election of directors.

ARTICLE III

Committees of The Board

Amended 6-30-87

Section 3.1. EXECUTIVE COMMITTEE. The Board shall appoint from among
its members an Executive Committee of such number as the Board shall deem
proper. The Chairman of the Board, the Vice Chairman of the Board, the
Chairman of the Executive Committee, and the President of the Association
shall be members ex officio, but all other members shall serve during the
pleasure of the Board. The Executive Committee shall have and may exercise, so

-3-
Page 43 of 66

Exhibit 4

far as may be permitted by law, all the authority and all the powers of the
Board during intervals between meetings thereof. The Executive Committee
shall keep minutes of its meetings, and such minutes shall be submitted at
the next regular meeting of the Board at which a quorum is present, at which
time any action taken by the Board with respect thereto shall be entered in
the minutes of the Board. All acts done and powers conferred by the Executive
Committee from time to time shall be deemed to be, and may be certified as
being done or conferred, under the authority of the Board.

The Executive Committee may determine at any time in its discretion to
hold regular meetings, in which event such meetings shall be held at the
time, place, and date so designated, without any notice thereof required to
be given to its members. Notice of any meetings of the Executive Committee
other than regular meetings shall be given to its members in a manner deemed
most likely to provide them actual notice thereof, as far in advance of the
time of the meeting as practicable. A majority of all members of the
Executive Committee, at least two of whom shall be non-ex officio members,
shall constitute a quorum for all purposes.

The Executive Committee may adopt its own rules of procedure.

Section 3.2. EXAMINING COMMITTEE. The Board shall appoint an Examining
Committee, [consisting of three members other than active officers of the
Association.] The Examining Committee shall, at least once every twelve
months, examine the affairs of the Association, count its cash, compare its
assets and liabilities with the accounts of the general ledger, and ascertain
whether the accounts are correctly kept and the condition of the Association
corresponds therewith. [The Examining Committee shall also, at least once
during each calendar year and within 15 months of the last such audit,
examine the trust division of the Association to ascertain whether the
division has been administered in accordance with law, applicable regulations
of the Comptroller of the Currency, and sound fiduciary principles, or shall
adopt a continuous audit system adequate to perform the identical function.]

All audits and examinations described in this section may be performed
by the members of the Examining Committee directly or through certified
public accountants selected by the Examining Committee for such purpose and
[responsible solely to the Examining Committee and the Board for the results
of their audits and examinations.] The expenses of audits and examinations made
by persons other than the Examining Committee shall be paid by the Association.
The Examining Committee shall report the results of all audits and examinations
in writing to the Board at its next regular meeting thereafter, and shall
recommend to the Board such changes in the manner of doing business as shall
seem desirable on the basis thereof. [Such report and all actions

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Page 44 of 66

Exhibit 4

taken thereon shall be noted in the minutes of the Board.] [Note: all
bracketed material is the procedure for trust examinations required by 12
C.F.R. Section 9.9.]

Amended 5-26-87

Section 3.3. OTHER COMMITTEES. The Board of Directors may appoint, from
time to time, from its own members, other committees of one or more persons,
for such purposes and with such powers as the Board may determine. The
Chairman of the Board may appoint nondirector officers to such committees for
the purpose of counseling with and providing information to the committee, and
may remove such members at any time at his pleasure. Nondirector members so
appointed may be voting members of such committees, but all official actions
of such committees must be approved by a majority of their director members.
Meetings of such committees may be held in the absence of nondirector members
whenever the director members so choose.

ARTICLE IV

Officers and Employees

Amended 6-30-87

Section 4.1. CHAIRMAN OF THE BOARD. The Board shall appoint one of its
members to be Chairman of the Board, to serve at the pleasure of the Board.
He shall preside at all meetings of the Board, and shall serve as Chief
Executive Officer of the Association. The Chairman of the Board shall
supervise the carrying out of the policies adopted or approved by the Board.
He shall have general executive powers, as well as the specific powers
conferred by these Bylaws. He shall also have and may exercise such further
powers and duties as from time to time may be conferred upon or assigned to
him by the Board.

Section 4.2. PRESIDENT. The Board shall appoint one of its members to be
President of the Association. The person designated shall also be the Chief
Operating Officer of the Association. In the absence of the Chairman of the
Board and, if such officer has been appointed, the Vice Chairman of the
Board, the President shall preside at any meeting of the Board. The President
shall have general executive powers, and shall have and may exercise any and
all other powers and duties pertaining by law, regulation, or practice to the
office of President, or imposed by these Bylaws. He shall also have and may
exercise such further powers and duties as from time to time may be conferred
upon or assigned to him by the Board.

Section 4.3. VICE CHAIRMAN OF THE BOARD. The Board may appoint one of
its members to be Vice Chairman of the Board, who, in the absence or
disability of the Chairman of the Board, shall preside at all meetings of the
Board. He shall have and exercise such other and further powers and duties as
from time to time may be conferred upon or assigned to him by the Board or by
the Chairman of the Board.

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Page 45 of 66

Exhibit 4

Amended 6-30-87

Section 4.4. CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chief Executive
Officer of the Association shall serve as chairman of the Executive
Committee. He shall preside at all meetings of the Executive Committee at
which he is present, and shall have such other powers and duties as may be
provided by these Bylaws or as may be assigned to him from time to time by
the Board.

Section 4.5. VICE PRESIDENTS. The Board may appoint one or more Vice
Presidents, one or more of whom may be Executive Vice Presidents or Senior
Vice Presidents. Each Vice President shall have such powers and duties as may
be assigned to him by the Board, by the Chairman of the Board, or by the
President. One Vice President may be designated by the Board to perform, in
the absence of the President, all the duties of the President.

Section 4.6. CASHIER AND AUDITOR. The Board shall appoint a Cashier and
may appoint an Auditor, and may also appoint one or more assistants to each
such office, whose respective duties and authorities shall be such as may be
provided by these Bylaws or may be assigned to them by the Board, by the
Chairman of the Board, or by the President. The Cashier shall be the
Secretary of the Association, and all Assistant Cashiers shall be Assistant
Secretaries of the Association, and shall perform all duties required by law
to be performed by a Secretary of a corporation, except such duties as are
now or hereafter required to be performed by the Secretary to the Board of
Directors of the Association. Except as otherwise provided by these Bylaws,
the Cashier shall be custodian of the corporate seal, records, documents, and
papers of the Association. He shall provide for the keeping of proper records
of all transactions of the Association. He shall have and may exercise any
and all other powers and duties pertaining by law, regulation, or practice to
the office of Cashier or imposed by these Bylaws. He shall also perform such
other duties as may be assigned to him from time to time by the Board.

Section 4.7. SECRETARY TO THE BOARD OF DIRECTORS. The Board of
Directors shall appoint a Secretary, who shall be Secretary of the Board and
shall keep accurate minutes of all meetings. He shall attend to the giving of
all notices required by these Bylaws to be given. He shall be custodian of
the minutes and other records pertaining to meetings of the shareholders, the
Board, and the Executive Committee of the Association. He shall also perform
all other duties as may be assigned to him from time to time by the Board.

Section 4.8. OTHER OFFICERS. The Board may appoint one or more
Assistant Vice Presidents, one or more Trust Officers and Assistant Trust
Officers, one or more Assistant Secretaries, one or more Assistant Cashiers,
and attorneys-in-fact as from time to time may appear to the Board to be
required or desirable to transact the business of the Association. Such
officers shall respectively have and exercise any and all powers and duties

-6-
Page 46 of 66

Exhibit 4

pertaining by law, regulation, or practice to their several offices, or
imposed by these Bylaws, or as may be conferred upon or assigned to them by
the Board, by the Chairman of the Board, or by the President.

Section 4.9. CLERKS AND AGENTS. The Board may appoint such Paying
Tellers, Receiving Tellers, Note Tellers, Vault Custodians, bookkeepers, and
other clerks, agents, and employees as it may deem advisable for the prompt
and orderly transaction of the business of the Association. The Board may
also define their duties, fix the salaries to be paid them, and dismiss them.
Subject to the authority of the Board, the President or any other officer of
the Association authorized by the President, may appoint and dismiss all or
any clerks, agents, and employees, prescribe their duties and the conditions
of their employment, and from time to time fix their compensation.

Section 4.10. TENURE OF OFFICE. All officers of the Association shall
hold office for the current year for the Board which elects them, unless he
shall resign, become disqualified, or be removed before such date. Any
vacancy occurring in the office of Chairman of the Board or President shall
be filled promptly by the Board.

ARTICLE V

Trust Division

Section 5.1. TRUST DIVISION. There shall be a division of the
Association known as the Trust Division, which shall perform the fiduciary
responsibilities of the Association.

The management and administration of the Trust Division and the
fiduciary powers of the Board may be delegated from time to time by the Board
to such persons or committees as it shall deem appropriate. The resolution or
resolutions setting forth the action of the Board in this respect and any
amendments thereto shall be attached to these Bylaws as Exhibit 1, and each
amendment as additional exhibits hereto.

ARTICLE VI

Stock and Stock Certificates

Section 6.1. TRANSFERS. Shares of stock of the Association shall be
transferable only on the books of the Association, and a transfer book shall
be kept in which all transfers of stock shall be recorded. Every person
becoming a shareholder by such transfer shall, in proportion to his shares,
succeed to all rights and liabilities of the prior holder of such shares.

Section 6.2. DIVIDENDS. Transfers of stock shall not be suspended
preparatory to the declaration of dividends; and,

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Page 47 of 66

Exhibit 4

dividends shall be paid to the shareholder in whose name the stock shall
stand at the date of the declaration of dividends, unless an agreement to the
contrary shall be expressed in any assignment, transfer, or other conveyance
of any interest in the stock; provided, however, that the Board may fix a
record date or dates subsequent to the date of declaration for the
determination of shareholders entitled to receive payment of any dividend so
declared or any installments thereof; further provided, however, that such
subsequent date shall not be more than thirty (30) days prior to the date of
payment. In the event that a record date or dates is so fixed, only such
shareholders as shall be shareholders of record on the date or dates so fixed
shall be entitled to receive payment of such dividends, notwithstanding any
transfer of any stock on the books of the Association after any such record
date or dates fixed as aforesaid.

Section 6.3. STOCK CERTIFICATES. Certificates of stock shall bear the
signature of the President (which may be engraved, printed or impressed), and
shall be signed manually or by facsimile process by the Secretary, Assistant
Secretary, Cashier, Assistant Cashier, or any other officer appointed by the
Board for that purpose, to be known as an Authorized Officer, and the seal of
the Association shall be engraved thereon. Each certificate shall recite on
its face that the stock represented thereby is transferable only upon the
books of the Association properly endorsed.

ARTICLE VII

Corporate Seal

Section 7.1. CORPORATE SEAL. The President, the Cashier, the Secretary,
any Assistant Cashier or Assistant Secretary, or any other officer thereunto
designated by the Board shall have authority to affix the corporate seal to
any document requiring such seal, and to attest the same. Such seal shall be
substantially in the following form:

(SEAL)

ARTICLE VIII

Miscellaneous Provisions

Section 8.1. FISCAL YEAR. The fiscal year of the Association shall be
the calendar year.

Section 8.2. EXECUTION OF INSTRUMENTS. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations,
receipts, discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies and other
instruments or documents may be signed, executed, acknowledged, verified,
delivered, or accepted on behalf of the Association by the

-8-
Page 48 of 66

Exhibit 4

Chairman of the Board, the Vice Chairman of the Board, the President, any
Vice President, the Secretary, or the Cashier. Any such instruments may also
be executed, acknowledged, verified, delivered, or accepted on behalf of the
Association in such other manner and by such other officers as the Board may
from time to time direct. The provisions of this Section 8.2 are
supplementary to any other provision of these Bylaws.

Section 8.3. RECORDS. The Articles of Association, the Bylaws, and the
proceedings of all meetings of the shareholders, the Board, and standing
committees of the Board shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary appointed to act as Secretary of the meeting.

Section 8.4. BANKING HOURS. The Board shall prescribe hours of business
for the Association; provided, however, that the main office of the
Association shall be open for business at least six hours of each day, except
Saturdays, Sundays, days recognized by the laws of the State of Oklahoma as
legal holidays, and such other times as may be determined by the Board. Other
facilities of the Association shall be open for business for such hours and
at such times as shall be prescribed from time to time by the Chief Executive
Officer of the Association, with the concurrence of the President.

ARTICLE IX

Indemnification

Section 9.1. GENERAL. The Association shall have power to indemnify any
person who was or is a party or is threatened to be made a part to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by or in the
right of the Association) by reason of the fact that he is or was a director,
officer, employee, or agent of the Association, or is or was serving at the
request of the Association as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit, or proceeding, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Association, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Association, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

-9-
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Exhibit 4

Section 9.2. AGAINST CLAIM BY ASSOCIATION. The Association shall have
power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action or suit by or in
the right of the Association to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee, or agent of the
Association, or is or was serving at the request of the Association as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Association; provided, however, that no indemnification
shall be made in respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable for negligence or misconduct in
the performance of his duty to the Association unless and only to the extent
that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper.

Section 9.3. REIMBURSEMENT OF EXPENSES UPON SUCCESSFUL DEFENSE. To the
extent that a director, officer, employee, or agent of the Association has
been successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in Sections 9.1 or 9.2 of these Bylaws, or in defense
of any claim, issue, or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.

Section 9.4. DETERMINATION THAT INDEMNITY IS PROPER. Any
indemnification under Sections 9.1 or 9.2 of these Bylaws (unless ordered by
a court) shall be made by the Association only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 9.1 or 9.2 of these
Bylaws. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders.

Amended 1-20-87

Section 9.5. PAYMENT PRIOR TO FINAL DISPOSITION. Expenses incurred by
an officer or director in defending a civil or criminal action, suit, or
proceeding may be paid by the Association in advance of the final disposition
of such action, suit, or proceeding as authorized by the board of directors
in the specific case upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount unless it shall

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Exhibit 4

ultimately be determined that he is entitled to be indemnified by the
Association as authorized in this Section. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any,
as the board of directors deems appropriate.

Section 9.6. NON-EXCLUSIVE RIGHTS. The indemnification provided by
this Article of these Bylaws shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent, and shall inure
to the benefit of the heirs, executors, and administrators of such a person.

Section 9.7. ACTIONS BY REGULATORY AGENCY. Notwithstanding the
foregoing subsections of this Article of these Bylaws, the Association shall
not indemnify its directors, officers, employees, or agents against expenses,
penalties, or other payments incurred in an administrative proceeding or
action instituted by an appropriate bank regulatory agency, which proceeding
or action results in a final order assessing civil money penalties or
requiring affirmative action by an individual or individuals in the form of
payments to the Association.

Section 9.8. INSURANCE. The Association shall have power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Association, or is or was serving at the
request of the Association as a director, officer, employee, or agent of the
another corporation, partnership, joint venture, trust, or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Association would have the power to indemnify him against such liability
under the provisions of this Article of these Bylaws; provided, however, that
such insurance shall explicitly exclude from its coverage a formal order
assessing civil money penalties against a director or employee of the
Association.

ARTICLE X

Bylaws

Section 10.1. INSPECTION. A copy of the Bylaws, with all amendments
thereto, shall at all times be kept in a convenient place at the main office
of the Association, and shall be open during banking hours for inspection by
all shareholders.

Section 10.2. AMENDMENTS. The Bylaws may be amended, altered, or
repealed at any regular meeting of the Board by a vote of a majority of the
whole number of Directors.

-11-
Page 51 of 66

Exhibit 4

CERTIFICATION

I, James S. Boese, CERTIFY that: (1) I am the duly constituted Secretary
of the Board of Directors of Bank of Oklahoma, Tulsa, N.A., and as such officer
am the official custodian of its records; (2) the foregoing Bylaws are the
Bylaws of said bank, and all of them, as now lawfully in force and effect.

IN TESTIMONY WHEREOF, I have hereunto affixed my official signature and
the seal of said bank, in the City of Tulsa, Oklahoma, on this ___ day of
_______________, 19___.

----------------------------------
Secretary

(SEAL)

-12-
Page 52 of 66

Exhibit 4

BANK OF OKLAHOMA, NATIONAL ASSOCIATION
AMENDMENT TO BYLAWS
ADOPTED BY THE BOARD OF DIRECTORS
JANUARY 20, 1987

RESOLVED, that Article IX of the Bylaws of the Bank be and hereby is
amended by the adoption of a new Section 9.5 of the Bylaws, to read as
follows:

ADVANCE EXPENSES

Section 9.5 ADVANCEMENT OF EXPENSES. Subject to review and
approval solely for the limited purposes expressly set forth herein, the
Association shall pay all expenses incurred by an officer or director of
the Association or an agent of the Association serving as an officer or
director of another corporation, partnership, joint venture, trust, or
other enterprise at the request of the Association, in defending a civil
or criminal action brought or filed against him in his capacity as an
officer or director, or as such agent of the Association, in advance of
the final disposition of the action, suit, or proceeding, upon receipt
of an undertaking by or on behalf of the director, officer, or agent to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Association as authorized by
applicable law. All statements or invoices for such expenses received
by the Association shall be presented to general counsel for the
Association and to the chief financial officer of the Association for
their review and approval as to the reasonableness of the amount thereof
and the relationship of the legal action to the services of the
director, officer, or agent to the Association. Such expenses incurred
by other employees and other agents of the Association may be paid
subject to the terms and conditions described hereinabove, and subject
to such additional terms and conditions, if any, as the Board of
Directors deems appropriate.

Page 53 of 66

Exhibit 4

BYLAWS

BE IT RESOLVED that Section 3.3 of Article III of the Association's
Bylaws be amended to read in its entirety as follows, and Section 3.4 shall
be identical to the former Section 3.3, Other Committee:

Section 3.3 LOAN AND INVESTMENT COMMITTEE. The Board shall appoint
from among its members, a Committee of such number as the board shall deem
appropriate. The Chairman of the board shall be an ex officio member of the
Committee, but all other members shall serve during the pleasure of the
Board. The Loan and Investment Committee shall have and may exercise, so far
as may be permitted by law, all the authority and all the powers of the Board
during intervals between meetings thereof with regard to the approval of
loans and investments by the Association. The Loan and Investment Committee
shall keep minutes of its meetings, and such minutes shall be submitted at
the next regular meeting of the Board at which a quorum is present, at which
time any action taken by the Board with respect thereto shall be entered in
the minutes of the Board. All acts done and powers conferred by the Loan an
Investment Committee from time to time shall be deemed to be, and may be
certified as being done or conferred, under the authority of the Board.

The Loan and Investment Committee may determine at any time in its
discretion to hold regular meetings, in which event such meetings shall be
held at the time, place, and date so designated, without any notice thereof
required to be given to its members. Notice of any meetings of the Loan and
Investment Committee other than regular meetings, shall be given to its
members in a manner deemed most likely to provide them actual notice thereof,
as far in advance of the time of the meeting as practicable. A majority of
all members of the Loan and Investment Committee, shall constitute a quorum
for all purposes.

The Loan and Investment Committee may adopt its own rules of procedure.

Page 54 of 66

Exhibit 4

BANK OF OKLAHOMA, NATIONAL ASSOCIATION
AMENDMENT TO BYLAWS
ADOPTED BY THE BOARD OF DIRECTORS
JUNE 30, 1987

RESOLVED, that Sections 4.1 and 4.4 of Article IV and Section 3.1
of Article III of the Bylaws of the Association be and hereby are amended in
their entireties to read as follows:

Section 4.1. CHAIRMAN OF THE BOARD. The Board shall appoint
one of its members to be chairman of the Board, to serve at the
pleasure of the Board. He shall preside at all meetings of the
Board and, in the absence of the Chairman of the Executive
Committee, at meetings of the Executive Committee, and shall serve
as Chief Executive Officer of the Association. The Chairman of the
Board shall supervise the carrying out of the policies adopted or
approved by the Board. He shall have general executive powers, as
well as the specific powers conferred by these Bylaws. He shall
also have and may exercise such further powers and duties as from
time to time may be conferred upon or assigned to him by the Board.

Section 4.4 CHAIRMAN OF THE EXECUTIVE COMMITTEE. The
Chairman of the Executive committee shall preside at all meetings
of the Executive Committee at which he is present, and shall have
such other powers and duties as may be provided by these Bylaws or
as may be assigned to him from time to time by the Board.

ARTICLE III

Committees of the Board

Section 3.1. EXECUTIVE COMMITTEE. The Board shall appoint
from among its members an Executive Committee of such number as the
Board shall deem proper. The Chairman of the Board shall be a
member ex officio, but all other members shall serve during the
pleasure of the Board. The Executive Committee shall have and may
exercise, so far as may be permitted by law, all the authority and
all the powers of the Board during intervals between meetings
thereof. The Executive Committee shall keep minutes of its
meetings. and such minutes shall be submitted at the next regular
meeting of the Board at which a quorum is present, at which time
any action taken by the Board with respect thereto

Page 55 of 66

Exhibit 4

shall be entered in the minutes of the Board. All acts done and
powers conferred by the Executive Committee from time to time shall
be deemed to be, and may be certified as being done or conferred,
under the authority of the Board.

The Executive Committee may determine at any time in its
discretion to hold regular meetings, in which event such meetings
shall be held at the time, place, and date so designated, without
any notice thereof required to be given to its members. Notice of
any meetings of the Executive Committee other than regular meetings
shall be given to its members in a manner deemed most likely to
provide them actual notice thereof, as far in advance of the time
of the meeting as practicable. A majority of all members of the
Executive Committee, at least two of whom shall be non-ex officio
members, shall constitute a quorum for all purposes.

The Executive Committee may adopt its own rules of procedure.

Page 56 of 66

Exhibit 4

and the Officers' Trust Committee Meeting held July 2, 1979, were distributed
to each member of the Board at the beginning of the meeting. At the close of
the meeting, after each Director had reviewed the Minutes, upon motion duly
made, seconded and unanimously carried, the minutes were approved.

SECURITIES REVIEW COMMITTEE: The Secretary distributed copies of the
minutes of the Securities Review Committee meeting held on July 3, 1979, to
each member of the Board. At the close of the meeting, upon motion duly made,
seconded and unanimously carried, the minutes were approved.

ASSET/LIABILITY COMMITTEE: Each member of the Board received a copy of
the minutes of the Asset/Liability Committee meeting held July 3, 1979. At
the close of the meeting, upon motion duly made, seconded and unanimously
carried, the minutes were approved.

REPORT ON AUDIT AND EXAMINING COMMITTEE: Mr. Robert E. Thomas reviewed
the minutes of the meeting of the Audit and Examining Committee held on June
27, 1979, which was attended by Mr. Tony M. McMurry, national bank examiner.
Mr. Thomas stated that, according to Mr. McMurry, earnings growth and equity
capital growth continue to be below industry norms, but that improvement in
the quality of the loan portfolio should directly affect future earnings. He
stated that although there is still a change of substantial loss on certain
loans, the bank examiners had concluded that the Reserve for Loan Losses
appeared to be adequate at the present time. In concluding his remarks, Mr.
Thomas said that due to the reduction in the percent of classified assets and
other matters, this was the best examination in a number of years.

CHAIRMAN'S REPORT: Mr. Leonard J. Eaton, Jr., reviewed the operating
results for June and the second quarter. He noted that earnings of $.18 for
June were only $.01 below plan due to the spread between the cost of funds
and interest rates in spite of slower growth in demand deposits than
anticipated. Mr. Eaton stated that the key items for making the plan for the
year were demand deposits, net spread and salaries.

RESOLUTION:

BE IT RESOLVED, that the Bank of Oklahoma, N.A., Bylaws, Article III,
Section 3.3, be amended to read as follows:

OTHER COMMITTEES. The Board of Directors may appoint, from time to
time, from its own members, other committees of one or more persons, for such
purposes and with such powers as the Board may determine. The Chief Executive
Officer may appoint non-director officers to such committees for the purpose
of counseling with and providing information to the committee, and may remove
such members. The members so appointed may be voting members, but all
official actions of the committee

-2-
Page 57 of 66

Exhibit 4

Mr. Tower stated that Operating Earnings before taxes and before
security gains and losses for the first ten months of 1978 were $2,559,000,
compared with $2,286,000 for the first ten months of 1977. Net Income for the
first ten months of 1978 was $4,132,000, compared with $4,535,000 for the
first ten months of 1977. Net Income Per Share for the month of October, 1978
was 26 cents, compared with 14 cents for October, 1977.

LARGE LINE OF CREDIT:

PETRO-LEWIS CORPORATION: Mr. Tower informed the Board that this company
had requested a $6.5 million credit from the bank, being a portion of a
$53.45 million secured three year revolving credit headed by Security
Pacific National Bank. A copy of the commitment report dated October 19, 1978
is attached to these minutes and made a part hereof. Upon motion duly made,
seconded and unanimously carried the credit to Petro-Lewis Corporation was
unanimously approved.

RESOLUTION RE: DIRECTORS' TRUST COMMITTEE: Mr. Tower informed the Board
that in view of the recent management reorganization and the designation of
Mr. Eugene Swearingen as Chairman of the Executive Committee that in order for
him to be able to serve on the Directors' Trust Committee it would be
necessary to amend the by-laws of the Bank in this respect. He then presented
the following resolution:

BE IT RESOLVED, that Article IX of the Resolution establishing the Trust
Division be amended to read in its entirety as follows:

"Article IX, Trust Committee
BE IT FURTHER RESOLVED, that the Chief Executive Officer of the Bank
shall appoint, with the approval of the Board of Directors, a Trust
Committee composed of five to nine non-officer directors of the Bank. The
Chairman of the Board of Directors, the Vice Chairman of the Board, the
President of the Bank, the Senior Vice President and Senior Trust
Officer, and the Senior Vice President of the Financial Division shall be
ex-officio members of the Trust Committee. The Chairman of the Board or
such other Director of the Bank designated by him shall serve as
Chairman. The Chairman of the Board may appoint one (1) additional
officer of the Bank to serve as a member of this committee. A majority
of such Committee shall constitute a quorum for the transaction of
business. There shall also be appointed by the Chairman three alternate
members of said Committee who may be members of this Board or officers
of the Bank, any of whom shall be authorized to serve in the place of
any regular member of the Committee who is unable to serve. This
Committee shall advise with the senior officers of the Trust Division

Page 58 of 66

Exhibit 4

must be approved by a majority of the Director members. Meetings of such
committees may be held absent such non-director members in those instances
where the committees so choose.

BE IT RESOLVED, that the Bank of Oklahoma, N.A., Bylaws, Article IV,
Section 4.2, be amended to read as follows:

PRESIDENT. The Board of Directors shall appoint one of its members to be
President of the Association. In the absence of the Chairman and the Vice
Chairman, he shall preside at any meeting of the Board. The President shall
have general executive powers, and shall have and may exercise any and all
other powers and duties pertaining by law, regulation or practice, to the
office of President, or imposed by these Bylaws. He shall also have and may
exercise such further powers and duties as from time to time may be conferred
upon, or assigned to, him by the Board of Directors.

BE IT RESOLVED, that the Bank of Oklahoma, N.A., Bylaws, Article IV,
Section 4.8, be amended to read as follows:

OTHER OFFICERS. The Board of Directors may appoint one or more Assistant
Vice Presidents, one or more Trust Officers, and Assistant Trust Officers,
one or more Assistant Secretaries, one or more Assistant Cashiers, and
Attorneys-in-fact as from time to time may appear to the Board of Directors
to be required or desirable to transact the business of the Association. Such
officers shall respectively exercise such powers and perform such duties as
pertain to their several offices, or as may be conferred upon, or assigned
to, them by the Board of Directors, the Chairman of the Board or the
President. The Board of Directors may designate either the President or the
Chairman of the Board as the Chief Executive Officer.

BE IT RESOLVED, that the Bank of Oklahoma, N.A., Employees' Thrift Plan
and Trust, Article XV, Section 15.2 be amended to read as follows:

DESIGNATION OF FIDUCIARY AND ASSIGNMENT OF ADMINISTRATIVE AUTHORITY. The
Employer is hereby designated as the Named Fiduciary of the Plan. The Board
of the Employer shall appoint a Committee to be known as the "Administrative
Committee" (herein referred to as the "Committee") consisting of at least
three (3) and not more than five (5) members to administer the Plan, and also
shall appoint a Chairman and a Secretary from the Committee membership. Any
member may resign by delivering his written resignation to the Employer. The
Chief Executive Officer of the Employer is authorized to fill vacancies
arising in the Committee by the appointment of new members to serve the
unexpired term of the departing member.

PROMOTIONS AND RESIGNATIONS: It was stated that it was Management's
recommendation that the following promotions be approved by the Board:

-3-
Page 59 of 66

Exhibit 4

with respect to the establishment of policies for the conduct of the
business of the Trust Division, including general administration,
investment policies and new business development."

Upon motion duly made, seconded and unanimously carried, the resolution
was adopted by the Board.

REPORT OF THE CHIEF EXECUTIVE OFFICER: Mr. Eaton discussed with the
Board the rapidly rising interest rates reflected by the raise in the Federal
Reserve's discount rate and stated that it was expected that prime rate would
rise again in the very near future. He discussed the money supply and the
difficulty encountered in purchasing money at market rates, indicating that a
credit crunch may be expected within the next 60 to 90 days. Mr. Eaton
further discussed the loan-to-deposit ratio of the Bank and plans for
managing the Bank's assets and liabilities during the ensuing months under
the current conditions.

Mr. Eaton informed the Board it was planned that the $20 million capital
note loan with the Chase Manhattan be closed on November 9, 1978. This would
represent a net of $10 million new money, with the other $10 million being
used to retire maturing notes. He further reviewed the automatic transfer
service recently initiated by the bank, which in effect, after election by
the customer to participate, will automatically transfer from the checking
account to the savings account and back to the checking account in order that
the customer may receive interest on funds that would have otherwise been in
the checking account. The service is provided at a flat $3.50 per month
charge. He noted that this program was undertaken in order to compete with
savings and loans and other financial institutions that provide similar
services.

QUARTERLY CASH DIVIDEND: Mr. Leonard J. Eaton, Jr. presented the
following resolution to the Board:

RESOLVED, that the Board of Directors of Bank of Oklahoma, N.A. hereby
declares a quarterly cash dividend of Seventy-Seven Cents ($0.77) per
share on the 773,950 shares of common stock of such Bank issued and
outstanding on the date of this meeting, payable on the 15th day of
December, 1978 to the shareholders of record at the close of business on
the 4th day of December, 1978.

Upon motion duly made, seconded and unanimously carried, the Resolution was
adopted by the Board.

REPORT ON PROPOSED CHANGE IN BANKING STRUCTURE: Mr. Swearingen
distributed to the Board a copy of a proposed letter to be sent to Senator
Gene C. Howard, President Pro-tempore of the Oklahoma Senate and to the
Speaker of the House of Representatives relative to multi-bank holding
company legislation. He also distributed to the board a synopsis of a
proposed multibank holding company bill to be submitted in 1979. He requested
that the

Page 60 of 66

Exhibit 4

directors who wished to do so write letters supporting this proposed
legislation. Mr. Swearingen further discussed the merits of the bill and the
benefits to the state as a whole as a result thereof.

REPORT OF THE PRESIDENT: Mr. Sam Hayes displayed slides reflecting
organizational charts resulting from the recent restructuring of Management.
The slides were in detail and were discussed by the members of the Board with
Mr. Hayes.

PROMOTIONS AND RESIGNATIONS: Mr. Hayes stated that it was Management's
recommendation that the following promotions be approved by the Board:

Ron King to Vice President

C.L. (Chuck) Rogers to Vice President

Thomas A. Quillin, Jr. to Assistant Vice President in the
Financial Institutions Department

Steve Hatfield to Systems Officer

Sandy Bjork to Systems Officer

Lee Landry to Operations Officer and Assistant Cashier

Doug Brinsfield to Planning Officer

Upon motion duly made, seconded and unanimously carried, the promotions were
approved by the Board.

Mr. Hayes stated that he had received letters of resignation from the
following officers:

Hugh R. Roberson, Assistant Vice President

Lee Daniel, III, Assistant Vice President

Mike Howell, Financial Services Officer

Upon motion duly made, seconded and unanimously carried, the resignations
were accepted by the Board.

AMENDMENT TO BY-LAWS: Mr. Robinson presented the following resolutions
amending Sections 4.1 and 4.2 of Article IV of Bank of Oklahoma, N.A. by-laws:

BE IT RESOLVED, that Sections 4.1 and 4.2 of Article IV of the By-laws of
Bank of Oklahoma, N.A. be amended to read in their entirety as follows:

"SECTION 4.1. CHAIRMAN OF THE BOARD. The Board of Directors shall appoint
one of its members to be Chairman of the Board to serve at the pleasure of
the Board. He shall preside at all meetings of the Board of Directors

Page 61 of 66

Exhibit 4

and shall serve as Chief Executive Officer of the Bank. The Chairman of
the Board shall supervise the carrying out of the policies adopted or
approved by the Board. He shall have general executive powers, as well as
the specific powers conferred by these Bylaws. He shall also have and may
exercise such further powers and duties as from time to time may be
conferred upon, or assigned to him by the Board of Directors.

SECTION 4.2. PRESIDENT. The Board of Directors shall appoint one of its
members to be President of the Association. In the absence of the Chairman
and the Vice Chairman he shall preside at any meeting of the Board. The
President shall have general executive powers, and shall have and may
exercise any and all other powers and duties pertaining by law, regulation
or practice, to the office of President, or imposed by these Bylaws. He
shall also have and may exercise such further powers and duties as from
time to time may be conferred upon, or assigned to him by the Board of
Directors.

Upon motion duly made, seconded and unanimously carried, the resolutions were
adopted by the Board.

RESOLUTION DEFINING EXECUTIVE OFFICER: Mr. James Robinson presented the
following resolution:

WHEREAS, the Board of Directors of Bank of Oklahoma, N.A. has heretofore
on February 12, 1975 for the purpose of Regulation O of the Board of
Governors of the Federal Reserve System defined the term "Executive
Officer" and since that time the policy-making group of the Bank for this
purpose has changed,

WHEREAS, the major policy-making function in the Bank is performed by
the Chairman of the Board of Directors, Vice Chairman of the Board of
Directors, President, Chairman of the Executive Committee and all Division
Managers, who are all authorized to participate in the determination of
major policies of this Bank,

NOW, THEREFORE, BE IT RESOLVED that no officer of this Bank other than
the Chairman of the Board of Directors, Vice Chairman of the Board of
Directors, President, Chairman of the Executive Committee and all Division
Managers, shall participate in the major policy-making functions in this
Bank.

Upon motion duly made, seconded and unanimously carried, the resolution was
adopted by the Board.

FINANCIAL INSTITUTIONS REGULATORY AND INTEREST RATE CONTROL ACT OF 1978:
Mr. Robinson reviewed briefly portions of this act which would affect
directors, executive officers and 10% owners

Page 62 of 66

Exhibit 5

CONSENT OF TRUSTEE

WHEREAS, an Indenture dated as of September 1999 was entered into by and
between, OG&E Energy Corp., as Issuer, and Bank of Oklahoma, National
Association, as Trustee ("Trustee").

Pursuant to Section 321 (b) of the Trust Indenture Act of 1939, the Trustee
hereby gives consent that reports of examinations, records, or other
information, with respect to the Trustee, of the Treasury Department, the
Comptroller of the Currency, the Board of Governors of the Federal Reserve
System, the Federal Reserve Banks, and the Federal Deposit Insurance Corporation
be made available to the Securities and Exchange Commission upon request of such
reports, records, or other information.

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
Bank of Oklahoma, National Association, a corporation organized and existing
under the laws of the State of Oklahoma, has duly signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Oklahoma City and the
State of Oklahoma, on the 28th day of September, 1999.

Bank of Oklahoma,
National Association

By: /s/ Timothy M. Cook
--------------------------------
Timothy M. Cook
Vice President and Trust Officer

Attest: /s/ Rachel Redd-Singleton
-----------------------------
Rachel Redd-Singleton
Assistant Vice President
and Trust Officer

Page 63 of 66

Exhibit 6

Legal Title of Bank: BANK OF OKLAHOMA, NATIONAL ASSOCIATION Call Date:9/30/96
Address: P O B0X 2300
City, State Zip: TULSA, OK 74121-2300
FDIC Certificate No.: 04214

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 1999
All schedules are to be reported in thousands of dollars.
Unless otherwise indicated, report the amount outstanding
as of the last business day of the quarter.
Schedule RC--Balance Sheet

C300
Dollar Amounts in Thousands |RCON Bil Mil Thou |

ASSETS |////////////////// |
1. Cash and balances due from depository institutions (from Schedule RC-A): |////////////////// |
a. Noninterest-bearing balances and currency and coin(l) | 0081 387,952 | l.a.
b. Interest-bearing balances(2) | 0071 208 | l.b.

2. Securities: |////////////////// |
a. Held-to-maturity securities (from Schedule RC-3, column A) | 1754 221,210 | 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) | 1773 1,799,385 | 2.b.

3. Federal funds sold and securities purchased under agreements to resell: |////////////////// |
a. Federal funds sold and securities purchased under agreements to resell | 1350 30,300 | 3.

4. Loans and lease financing receivables: |////////////////// |
a. Loans and leases, net of unearned income
(from Schedule RC-C) | RCON 2122 | 3,284,087 |////////////////// | 4.a.
b. LESS: Allowance for loan and lease losses | RCON 3123 | 61,071 |////////////////// | 4.b
c. LESS: Allocated transfer risk reserve | RCON 3128 | 0 | ////////////////// | 4.c.
d. Loans and leases, net of unearned income, |////////////////// |
allowance, and reserve (item 4.a minus 4.b and 4.c) | 2125 3,223,016 | 4.d.

5. Trading assets (from Schedule RC-D) | 3545 40,787 | 5.

6. Premises and fixed assets (including capitalized leases) | 2145 55,659 | 6.

7. Other real estate owned (from Schedule RC-M} | 2150 2,358 | 7.

8. Investments in un consolidated subsidiaries
and associated companies (from Schedule RC-M) | 2130 0 | 8.

9. Customers liability to this bank on acceptances outstanding | 2155 26,091 | 9.

10. Intangible assets (from Schedule RC-M) | 2143 119,902 | 10.

11. Other assets (from Schedule RC-F) | 2160 141,132 | 11.

12. Total assets (sum of items 1 through 11) | 2170 6,048,000 | 12.

- ----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

Page 64 of 66

Exhibit 6

LIABILITIES |////////////////// |
13. Deposits: |////////////////// |
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) | 2200 3,562,765 | 13.a.
(1) Noninterest-bearing(l) | RCON 6631 | 861,241 |////////////////// | 13.a.(1)
(2) Interest-bearing | RCON 6636 | 2,701,524 |////////////////// | 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs |///////////////// |
(1) Noninterest-bearing |////////////////// |
(2) Interest-bearing |////////////////// |

14. Federal funds purchased and securities sold under agreements to repurchase: |////////////////// |
a. Federal funds purchased and securities sold under agreements to repurchase | 2800 1,478,568 | 14.

15. a. Demand notes issued to the U.S. Treasury | 2840 16,951 | l5.a.
b. Trading liabilities (from Schedule RC-D) | 3548 0 | l5.b.

16. Other borrowed money (includes mortgage indebtedness & obligations under
capitalized leases) |////////////////// |
a. with a remaining maturity of one year or less | 2332 237,641 | 16.a.
b. with a remaining maturity of more than one year through three years | A547 130,130 | 16.b.
c. with a remaining maturity of more than three years | A548 49,846 | 16.c.

17. Not Applicable | ///////////////// | 17.

18. Bank's liability on acceptances executed and outstanding | 2920 26,091 | 18.

19. Subordinated notes and debentures | 3200 148,551 | l9.

20. Other liabilities (from Schedule RC-G) | 2930 82,378 | 20.

21. Total liabilities (sum of items 13 through 20) | 2948 5,732,561 | 21.

22. Not Applicable |////////////////// | 22.

EQUITY CAPITAL |////////////////// |
23. Perpetual preferred stock and related surplus | 3838 13 | 23.

24. Common stock | 3230 52,875 | 24.

25. Surplus (exclude all surplus related to preferred stock) | 3839 71,392 | 25.

26. a. Undivided profits and capital reserves | 3632 212,508 | 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities | 8434 (21,349) | 26.b.

27. Cumulative foreign currency translation adjustments |///////////////// |

28. Total equity capital (sum of items 23 through 27) | 3210 315,439 | 28.

29. Total liabilities, limited-life preferred stock, and equity capital |///////////////// |
(sum of items 21, 22, and 28) | 3300 6,048,000 | 29.

Page 65 of 66

Exhibit 6

MEMORANDUM
To be reported only with the June Report of Condition.

1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank by independent external auditors as of any date during
1998.

|RCON 6724 | N/A |M.1.

1 - Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which submits
a report on the bank.

2 - Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company (but
not on the bank separately).

3 - Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority).

4 - Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority).

5 - Review of the banks financial statements by external auditors.

6 - Compilation of the bank's financial statements by external auditors.

7 - Other audit procedures (excluding tax preparation work).

8 - No external audit work.

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits

Page 66 of 66