Okla. Stat. tit. 18, § 18-381.75

A. A plan of reorganization shall not be acceptable unless:

1. Such plan is feasible and fair to all classes of depositors,

creditors and stockholders;

2. The aggregate face amount of the interest accorded to any

class of depositors, creditors or stockholders under the plan does

not exceed the value of the assets upon liquidation less the full

amount of the claims of all prior classes, subject, however, to any

fair adjustment for new capital that any class will pay in under the

plan;

3. Such plan provides for the issuance of capital stock and, if

necessary, debentures in an amount that will provide an adequate

ratio to deposits;

4. Any exchange of new common stock for obligations or stock of

the association will be effected in inverse order to the priorities

in liquidation of the classes that will retain an interest in the

association and upon terms that fairly adjust any change in the

relative interests of the respective classes that will be produced

by the exchange;

5. The plan assures the removal of any director, officer or

employee responsible for any unsound or unlawful practice or the

existence of an unsound condition; and

Oklahoma Statutes - Title 18. Corporations Page 91

6. Any merger or consolidation provided by the plan conforms to

the requirements of this act.

B. Whenever, in the course of reorganization, supervening

conditions render the plan unfair or its execution impractical, the

State Banking Commissioner may modify the plan or liquidate the

association. Any such action shall be taken by order of the

Commissioner upon appropriate notice.