Item 1.01 Entry into a Material Definitive Agreement.

On January 22, 2009, the stock option committee of the Board of Directors of Southwest Bancorp, Inc. granted an award of 2,200 shares of restricted common stock with a market value at that date of $19,580 to each of the eleven non-officer directors. The awards were granted under the 2008 Stock Based Award Plan, which was approved by shareholders at the 2008 Annual Meeting. The total market value and terms of the awards were approximately the same as those applicable to awards of restricted stock granted to directors in January 2006, 2007, and 2008, provided that the market value was prorated based upon time in service for directors who first joined the Board during the prior year. The restrictions on exercise of the awards expire 1/3 each on the first, second, and third anniversaries of the dates of grant, provided that all restrictions terminate upon a change in control of Southwest Bancorp, Inc. or the disability or death of the recipient.

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