Okla. Stat. tit. 6, § 6-1104: Stockholder approval - Notice requirements - Rights of

dissenters - Appraisal expense - Valuation and payment of dissenting

shares.

A. Stockholder approval. To be effective, a merger must be

approved by the stockholders of each constituent state bank or

savings association by a majority vote of the outstanding voting

stock at a meeting called to consider such action, which vote shall

constitute the adoption of the charter and bylaws of the resulting

state bank, including the amendments set forth in the merger

agreement.

B. Notice requirements. The notice of the meeting of

stockholders shall state that dissenting stockholders will be

entitled to payment of the value of only those shares which are

voted against the approval of the plan. Such notice of the meeting

of the stockholders shall be given by publication in a newspaper of

general circulation in the place where the principal office of each

merging bank or savings association is located, at least once a week

for four (4) successive weeks, and by mail, at least fifteen (15)

days before the date of the meeting, to each stockholder of record

of each merging bank or savings association at the address of the

stockholder on the books of the bank or savings association of the

stockholder, who has not waived such notice in writing; no notice by

publication need be given if written waivers are received from the

holders of a majority of the outstanding shares of each class of

voting stock.

C. Rights of dissenters and value of shares. The owner of

shares which were voted against the approval of the merger shall be

entitled to receive their value in cash, if and when the merger

becomes effective, upon written demand, made to the resulting state

bank at any time within thirty (30) days after the effective date of

the merger, accompanied by the surrender of the stock certificates.

The value of such shares shall be determined as of the date of the

shareholders' meeting approving the merger, by three appraisers, one

to be selected by the owners of a majority of the dissenting shares

involved, one by the board of directors of the resulting state bank,

and the third by the two so chosen. The valuation agreed upon by

any two appraisers shall govern or, if no agreed value is achieved

by at least two of the appraisers, the median valuation shall

govern. If the appraisal is not completed within ninety (90) days

after the merger becomes effective, the Commissioner shall cause an

appraisal to be made, which shall be final and binding on all

parties.

D. Appraisal expense. If the valuation of the dissenting

shares by the appraisal is the same or less than the amount offered

the dissenting stockholder, the expenses of appraisal shall be paid

by the dissenting stockholder(s) in the proportion of their share to

the total dissenting shares. If the valuation of the dissenting

shares by the appraisal is greater than the amount offered the

dissenting stockholder, the expenses of appraisal shall be paid by

the resulting state bank.

E. Valuation and payment of dissenting shares. The resulting

state bank may fix an amount which it considers to be not more than

the fair market value of the shares of a constituent bank or savings

association at the time of the stockholders' meeting approving the

merger, which it will pay dissenting shareholders of that

constituent bank or savings association entitled to payment in cash.

The amount due under such accepted offer or under the appraisal

shall constitute a debt of the resulting state bank.