Okla. Stat. tit. 6, § 6-1102: Approval of merger by directors and merger agreement

Where there is to be a resulting state bank, the board of

directors of each constituent bank or savings association shall, by

a majority of the entire board, approve a merger agreement which

shall contain:

1. The name of each constituent bank or savings association and

the location of each office;

2. With respect to the resulting bank the name and the location

of each proposed office; the name and residence of each director to

serve until the next annual meeting of the stockholders; the name

and residence of each officer; the amount of capital, the number of

shares and the par value of each share; whether preferred stock is

to be issued and the amount, terms and preferences; the amendments

to the charter and bylaws;

3. The terms for the exchange of shares of the constituent

banks or savings associations for those of the resulting bank;

4. A statement that the merger and the merger agreement are

subject to approval by the Board and by the stockholders of each

constituent bank or savings association;

5. Provisions governing the manner of disposing of the shares

of the resulting state bank not taken by dissenting shareholders of

constituent banks or savings associations; and

6. Such other provisions as the Board requires to enable it to

discharge its duties with respect to the merger.