Okla. Stat. tit. 6, § 6-406: Amendments - Change of name - Change in location - Change

in number and par value of shares - Bank's abandonment of trust

powers - Right of dissent.

A. Change of name. A bank or trust company, by majority vote

of the outstanding voting stock, may upon written notice to and may

after obtaining approval by the Commissioner change its corporate

name by appropriate amendment of its certificate of incorporation.

B. Change in location. 1. An application to change a bank or

trust company's main office location must be authorized by majority

vote of the outstanding voting stock. The application shall be

submitted upon a form provided by the Commissioner, and shall

contain a copy of the resolution adopted by the stockholders at the

stockholders' meeting authorizing the proposed change in location,

and shall be verified by the president or secretary of the

corporation. An application fee in an amount provided by Board rule

shall accompany the application.

2. If the applicant bank's deposits are insured by the Federal

Deposit Insurance Corporation, the Commissioner may condition the

approval upon the approval of the Federal Deposit Insurance

Corporation.

3. The Commissioner may, in the discretion of the Commissioner,

approve the application and authorize amendment of the certificate

of incorporation.

C. Change in number and par value of shares. Upon application

of a bank or trust company authorized by a majority vote of the

outstanding voting stock to amend its certificate of incorporation

by changing the number or par value of shares, the Commissioner

shall approve the application and authorize amendment unless the

change will inequitably affect the interest of any stockholders and

the bank or trust company does not have sufficient surplus and

undivided profits to pay dissenting stockholders the fair value of

their shares and have remaining adequate capital as determined by

the Commissioner.

D. Bank's abandonment of trust powers. Upon application

approved by majority vote of the outstanding voting stock

authorizing the abandonment of its trust powers, and upon compliance

with Section 1017 of this title, the Commissioner may, in the

discretion of the Commissioner, approve the application and permit

amendment of the applicant's certificate of incorporation deleting

trust powers.

E. Other amendments. The Commissioner may, in the discretion

of the Commissioner, permit amendments to the applicant's

certificate of incorporation in addition to those specifically set

forth in this section and in Section 405 of this title, if the

Commissioner finds and determines the public and interested parties

would be served by the approval of such amendments.

F. Right of dissent. Shareholders of banking corporations

shall have the right of dissent to corporate action, in the same

manner as provided by Section 1104 of this title with respect to the

adoption of the following type of amendments to the applicant's

certificate of incorporation:

1. With respect to holders of a class of stock, a decrease in

the par value per share of the outstanding shares of such class of

stock, or a reverse stock split that decreases the aggregate par

value of a shareholder's total shares of the affected class of

stock;

2. A change of the main office location to a different town or

city;

3. With respect to preferred shareholders, a conversion of

preferred stock into common stock, other than in accordance with

conversion features, if any, which were contained in the terms of

the preferred stock when it was originally issued; and

4. With respect to preferred shareholders, any other amendment

which would modify preferred stock to reduce the dividend rate, to

make cumulative dividends noncumulative, to reduce the redemption or

liquidation price, to eliminate or adversely affect any conversion

rights or to eliminate or diminish any voting rights related

thereto.

of

the preferred stock when it was originally issued; and

4. With respect to preferred shareholders, any other amendment

which would modify preferred stock to reduce the dividend rate, to

make cumulative dividends noncumulative, to reduce the redemption or

liquidation price, to eliminate or adversely affect any conversion

rights or to eliminate or diminish any voting rights related

thereto.

The provisions of this subsection shall not apply to

transactions which are subject to dissenters' rights as provided by

Sections 1104 and 1109 of this title. Shareholders of banking

corporations shall also be entitled to appraisal rights granted with

respect to any type of transaction pursuant to the provisions of the

Oklahoma General Corporation Act, except for transactions subject to

dissenters' rights as provided by the provisions of this section and

Sections 1104 and 1109 of this title.