Okla. Stat. tit. 6, § 6-712.1: Indemnification for defending suits - Directors' personal

liability eliminated or limited.

A. The bylaws of a bank or trust company, as adopted or amended

by the stockholders, may provide that it shall indemnify every

officer, director, and employee, heirs, executors and administrators

of the officer, director or employee, against judgments resulting

from and the expenses reasonably incurred by the officer, director

or employee in connection with any action to which the officer,

director or employee may be made a party by reason of such person

being an officer, director or employee of the bank or trust company,

including any action based upon any alleged act or omission on the

part of such person as an officer, director or employee of the bank

or trust company, except in relation to matters as to which such

person shall be finally adjudged in such action to be liable for the

negligence or misconduct. In the event of a settlement out of

court, indemnification shall be provided only in connection with

such matters covered by the settlement as to which the bank or trust

company is advised by its counsel that the person to be indemnified

was not liable for such negligence or misconduct. The foregoing

rights of indemnification shall not be exclusive of other rights to

which such officers, directors and employees may be entitled.

B. The bylaws or a resolution of a bank or bank holding

company, as adopted or amended by the stockholders, may include a

provision eliminating or limiting the personal liability of a

director to the bank or its holding company, or to the stockholders

of either for monetary damages for breach of fiduciary duty as a

director but not for:

1. Any breach of the director's duty of loyalty to the bank or

its holding company, or to the stockholders of either;

2. Acts or omissions not in good faith or which involve

intentional misconduct or a knowing violation of law;

3. Payment of any unlawful dividend or for any unlawful stock

purchase or redemption; or

4. Any transaction from which the director derived an improper

personal benefit.