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<P align=center><FONT face=serif size=2><B><FONT face=serif size=5>UNITED
STATES<BR>SECURITIES AND EXCHANGE COMMISSION</FONT></B><BR><B>WASHINGTON, D.C.
20549</B></FONT></P>
<P align=center><B><FONT face=serif size=5>FORM 8-K</FONT></B></P>
<P align=center><FONT face=serif size=2>CURRENT REPORT </FONT></P>
<P align=center><FONT face=serif size=2>PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934</FONT></P>
<P align=center><FONT face=serif size=2>DATE OF REPORT (DATE OF EARLIEST EVENT
REPORTED):&nbsp;<B> June 22, 2006</B></FONT></P>
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  <TR vAlign=top>
    <TD align=left width="10%"><FONT face=serif size=2>&nbsp;</FONT></TD>
    <TD align=middle><FONT face=serif size=2><B><FONT face=serif
      size=5>Southwest Bancorp, Inc.</FONT></B></FONT></TD>
    <TD align=left width="10%"><FONT face=serif size=2>&nbsp;</FONT></TD></TR>
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    <TD width="10%"></TD>
    <TD>
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    </TD>
    <TD width="10%"></TD></TR>
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    <TD align=left width="10%"><FONT face=serif size=2>&nbsp;</FONT></TD>
    <TD align=middle><FONT face=serif size=2>(Exact name of registrant as
      specified in its charter) </FONT></TD>

    <TD align=left width="10%"><FONT face=serif
  size=2>&nbsp;</FONT></TD></TR></TABLE>
<P align=center><FONT face=serif size=2>COMMISSION FILE
NUMBER<B>:&nbsp;&nbsp;</B><B><U></U></B></FONT></P>
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    <TD align=left width="10%">&nbsp;</TD>
    <TD align=middle width="35%"><FONT face=serif
    size=2><B>OK</B></FONT></TD>
    <TD align=left width="10%">&nbsp;</TD>

    <TD align=middle width="35%"><FONT face=serif
      size=2><B></B></FONT></TD>
    <TD align=left width="10%">&nbsp;</TD></TR>
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    <TD width="10%"></TD>
    <TD align=middle width="35%">
      <HR noShade SIZE=1>
    </TD>
    <TD width="10%"></TD>

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    </TD>
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    <TD align=left width="10%">&nbsp;</TD>
    <TD align=middle width="35%"><FONT face=serif size=2>(State or other
      jurisdiction of incorporation or organization)</FONT></TD>
    <TD align=left width="10%">&nbsp;</TD>

    <TD align=middle width="35%"><FONT face=serif size=2>(I.R.S. Employer
      Identification No.)</FONT></TD>
    <TD align=left width="10%">&nbsp;</TD></TR></TABLE><BR><BR>
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    <TD align=middle><FONT face=serif size=1>&nbsp;</FONT><FONT face=serif
      size=2><B>608 South Main Street<BR><BR>Stillwater, OK 74074</B></FONT></TD>
    <TD align=left width="10%">&nbsp;</TD></TR>

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    <TD align=left width="10%">&nbsp;</TD>
    <TD align=middle>
      <HR noShade SIZE=1>
      <FONT face=serif size=2>&nbsp;</FONT></TD>
    <TD align=left width="10%">&nbsp;</TD></TR>
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    <TD align=left width="10%">&nbsp;</TD>
    <TD align=middle><FONT face=serif size=2>(Address and zip code of
      principal executive offices)</FONT></TD>

    <TD align=left width="10%">&nbsp;</TD></TR>
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    <TD align=left width="10%">&nbsp;</TD>
    <TD align=middle><FONT face=serif size=2>&nbsp;</FONT></TD>
    <TD align=left width="10%">&nbsp;</TD></TR>
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    <TD align=left width="10%">&nbsp;</TD>
    <TD align=middle><FONT face=serif size=2><B>405-372-2230</B></FONT></TD>

    <TD align=left width="10%">&nbsp;</TD></TR>
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    <TD align=left>&nbsp;</TD>
    <TD align=middle>
      <HR noShade SIZE=1>
    </TD>
    <TD align=left>&nbsp;</TD></TR>
  <TR vAlign=top bgColor=#ffffff>
    <TD align=left width="10%">&nbsp;</TD>

    <TD align=middle><FONT face=serif size=2>(Registrant's telephone number,
      including area code)</FONT></TD>
    <TD align=left width="10%">&nbsp;</TD></TR></TABLE>
<P>&nbsp;</P>
<P align=left><FONT face=serif size=2>CHECK THE APPROPRIATE BOX BELOW IF THE
FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF
THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS:</FONT></P>
<DIV style="TEXT-INDENT: 3%">
<P align=left><FONT face=serif size=2><img src="emptybox.gif" border="0" width="12" height="12"> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)</FONT></P>
<P align=left><FONT face=serif size=2><img src="emptybox.gif" border="0" width="12" height="12"> Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)</FONT></P>
<P align=left><FONT face=serif size=2><img src="emptybox.gif" border="0" width="12" height="12">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))</FONT></P>
<P align=left><FONT face=serif size=2><img src="emptybox.gif" border="0" width="12" height="12">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))</FONT></P></DIV>
<P align=center><FONT face=serif size=2>1 of 2 </FONT></P>
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<TR vAlign=top>
<TD align=left width="11%"><FONT face=serif size=2><B>Item
1.01</B></FONT></TD>
<TD align=left><FONT face=serif size=2><B>ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT</B></FONT></TD></TR>
<TR vAlign=top>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD></TR></table>

<br>
<p align="left">
<font size="2" face="Times New Roman">On June 22, 2006, Southwest Bancorp, Inc. (&ldquo;Southwest&rdquo;) entered into an indemnification agreement with James M. Johnson, a director of Southwest and its wholly owned banking subsidiary, Stillwater National Bank and Trust Company (&ldquo;Stillwater National&rdquo;). The agreement is in the same form as agreements previously entered in 2005 by each other director of Southwest, Stillwater National, and SNB Bank of Wichita. The agreement with Mr. Johnson will be filed as an exhibit to Southwest&rsquo;s Form 10-Q for the quarterly period ended June 30, 2006.</font>
</p>
<p align="left">
<font size="2" face="Times New Roman">The agreements were entered in recognition of the increased risk of litigation against directors and officers of public corporations and in order to encourage the indemnified parties to resist what they consider to be unjustified claims made against them in connection with the good faith performance of their duties to Southwest and to encourage the indemnified parties to exercise their best business judgment regarding matters which come before the board of directors without undue concern for the risk that claims may be made against them based on their actions on such matters.</font>
</p>
<p align="left">
<font size="2" face="Times New Roman">A brief summary of the principal terms of the agreements follows. </font>
</p>
<p align="left">
<font size="2" face="Times New Roman">The indemnification agreements relate only to claims and expenses relating to their service as directors or officers of Southwest or a Southwest subsidiary. The indemnified parties agree to cooperate in the investigation and defense of any actions or claims that are subject to indemnification under the agreements. </font>
</p>
<p align="left">
<font size="2" face="Times New Roman">Indemnified parties are entitled to full reimbursement for expenses if they are successful on the merits of a claim, and for their expenses as serving as witnesses in proceedings in which they are not parties or threatened to be made parties. As to claims made other than by Southwest, indemnified parties are entitled to payment of expenses, judgments, penalties, fines and amount paid in settlement if they acted in good faith and in a manner they believed to be in, or not opposed to, the best interests of Southwest, and in the case of a criminal proceeding, they had no reasonable cause to believe their conduct was unlawful. As to proceedings by or in the right of Southwest, the indemnified parties are entitled to payment of expenses (but not judgments, penalties, fines, or amounts paid in settlement), if they acted in good faith and in a manner they believed to be in, or not opposed to, the best interest of Southwest, except that the indemnified parties are not entitled to payment of expenses if they are found liable to Southwest unless the court finds they are fairly and reasonably entitled to such payments.</font>
</p>
<p align="left">
<font size="2" face="Times New Roman">Indemnified parties are eligible for advancement of expenses, except to the extent prohibited by law, and are required to repay amounts for which they are later determined to be ineligible. </font>
</p>
<p align="left">
<font size="2" face="Times New Roman">The agreement calls for creation of so called &ldquo;Rabbi Trusts&rdquo; on the books of Southwest, which are subject to the claims of Southwest creditors, in the amount of $100,000 each and subject to replenishment, to protect their rights to indemnification under the agreement.</font>
</p>
<p align="left">
<font size="2" face="Times New Roman">The agreements provide that notwithstanding their other terms: (a) if the board of directors determines that a claim for indemnification arose under the Securities Act of 1933 and that the board is legally required to submit to a court the question of whether or not indemnification is against public policy, it will act to do so promptly; and (b) indemnification is not allowed to the extent that federal banking laws prohibit indemnification payments with respect to certain administrative proceedings or civil actions initiated by federal banking agencies. </font>
</p>

<p>&nbsp;</p>
<P align=center><FONT face=serif size=2><B>SIGNATURE</B></FONT></P>
<DIV style="TEXT-INDENT: 3%">
<P align=left><FONT face=serif size=2>Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly
authorized.</FONT></P></DIV>
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  <TR vAlign=top>
    <TD align=middle width="49%"></TD>
    <TD align=middle width="2%"></TD>
    <TD align=left colSpan=2><FONT face=serif size=2>Southwest Bancorp, Inc.</FONT></TD></TR>
  <TR vAlign=top>
    <TD width="49%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD align=left width="5%">&nbsp;</TD>
    <TD align=left>&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=middle width="49%"></TD>
    <TD align=middle width="2%"></TD>
    <TD align=left width="10%"><FONT face=serif size=2>By:</FONT></TD>
    <TD align=left><FONT face=serif size=2>/s/ Rick Green</FONT></TD></TR>
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    <TD align=left></TD>
    <TD align=left></TD>
    <TD align=left></TD>
    <TD align=left>
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    </TD></TR>
  <TR vAlign=top>
    <TD align=left width="49%"></TD>
    <TD align=left width="2%"></TD>
    <TD align=left width="10%"><FONT face=serif size=2>Name:</FONT></TD>
    <TD align=left><FONT face=serif size=2>Rick Green</FONT></TD></TR>
  <TR vAlign=top>
    <TD align=left width="49%"></TD>
    <TD align=left width="2%"></TD>
    <TD align=left width="10%"><FONT face=serif size=2>Title:</FONT></TD>
    <TD align=left><FONT face=serif size=2>President and CEO</FONT></TD></TR>
  <TR vAlign=top>
    <TD align=left width="49%"></TD>
    <TD align=left width="2%"></TD>
    <TD align=left width="10%"><FONT face=serif size=2>Date:</FONT></TD>
    <TD align=left><FONT face=serif size=2>Friday, June 23, 2006</FONT></TD></TR>
  <TR vAlign=top>
    <TD align=left></TD>
    <TD align=left></TD>
    <TD align=left>&nbsp;</TD>
    <TD align=left>&nbsp;</TD></TR></TABLE>
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[{"type": "8-K", "sequence": "1", "filename": "primary.htm", "secsgml_size_bytes": 12165}]
{"company-data": {"conformed-name": "SOUTHWEST BANCORP INC", "cik": "0000914374", "assigned-sic": "6021", "irs-number": "731136584", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23064", "film-number": "06921214"}, "business-address": {"street1": "608 SOUTH MAIN STREET", "city": "STILLWATER", "state": "OK", "zip": "74074", "phone": "4053722230"}, "mail-address": {"street1": "608 SOUTH MAIN STREET", "city": "STILLWATER", "state": "OK", "zip": "74074"}}
Prepared and Filed by St Ives Financial
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT
REPORTED):
June 22, 2006
Southwest Bancorp, Inc.
(Exact name of registrant as
      specified in its charter)
COMMISSION FILE
NUMBER
:
OK
(State or other
      jurisdiction of incorporation or organization)
(I.R.S. Employer
      Identification No.)
608 South Main Street
Stillwater, OK 74074
(Address and zip code of
      principal executive offices)
405-372-2230
(Registrant's telephone number,
      including area code)
CHECK THE APPROPRIATE BOX BELOW IF THE
FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF
THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
1 of 2
Item
1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 22, 2006, Southwest Bancorp, Inc. ("Southwest") entered into an indemnification agreement with James M. Johnson, a director of Southwest and its wholly owned banking subsidiary, Stillwater National Bank and Trust Company ("Stillwater National"). The agreement is in the same form as agreements previously entered in 2005 by each other director of Southwest, Stillwater National, and SNB Bank of Wichita. The agreement with Mr. Johnson will be filed as an exhibit to Southwest's Form 10-Q for the quarterly period ended June 30, 2006.
The agreements were entered in recognition of the increased risk of litigation against directors and officers of public corporations and in order to encourage the indemnified parties to resist what they consider to be unjustified claims made against them in connection with the good faith performance of their duties to Southwest and to encourage the indemnified parties to exercise their best business judgment regarding matters which come before the board of directors without undue concern for the risk that claims may be made against them based on their actions on such matters.
A brief summary of the principal terms of the agreements follows.
The indemnification agreements relate only to claims and expenses relating to their service as directors or officers of Southwest or a Southwest subsidiary. The indemnified parties agree to cooperate in the investigation and defense of any actions or claims that are subject to indemnification under the agreements.
Indemnified parties are entitled to full reimbursement for expenses if they are successful on the merits of a claim, and for their expenses as serving as witnesses in proceedings in which they are not parties or threatened to be made parties. As to claims made other than by Southwest, indemnified parties are entitled to payment of expenses, judgments, penalties, fines and amount paid in settlement if they acted in good faith and in a manner they believed to be in, or not opposed to, the best interests of Southwest, and in the case of a criminal proceeding, they had no reasonable cause to believe their conduct was unlawful. As to proceedings by or in the right of Southwest, the indemnified parties are entitled to payment of expenses (but not judgments, penalties, fines, or amounts paid in settlement), if they acted in good faith and in a manner they believed to be in, or not opposed to, the best interest of Southwest, except that the indemnified parties are not entitled to payment of expenses if they are found liable to Southwest unless the court finds they are fairly and reasonably entitled to such payments.
Indemnified parties are eligible for advancement of expenses, except to the extent prohibited by law, and are required to repay amounts for which they are later determined to be ineligible.
The agreement calls for creation of so called "Rabbi Trusts" on the books of Southwest, which are subject to the claims of Southwest creditors, in the amount of $100,000 each and subject to replenishment, to protect their rights to indemnification under the agreement.
The agreements provide that notwithstanding their other terms: (a) if the board of directors determines that a claim for indemnification arose under the Securities Act of 1933 and that the board is legally required to submit to a court the question of whether or not indemnification is against public policy, it will act to do so promptly; and (b) indemnification is not allowed to the extent that federal banking laws prohibit indemnification payments with respect to certain administrative proceedings or civil actions initiated by federal banking agencies.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly
authorized.
Southwest Bancorp, Inc.
By:
/s/ Rick Green
Name:
Rick Green
Title:
President and CEO
Date:
Friday, June 23, 2006