OTHER DEFINITIONS

As used in Sections 1145 through 1155 of Title 18 of the Oklahoma Statutes:

1. "Acquiring person" means a person who makes or proposes to make, or persons acting as a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, 15 U.S.C. Section 78a et seq., as amended, who make or propose to make, a control share acquisition; provided, "acquiring person" does not include the issuing public corporation;

2. "Affiliate" means a person who directly or indirectly controls the corporation. For the purpose of this paragraph, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the corporation, whether through the ownership of voting securities, by contract, or otherwise. A person's beneficial ownership of ten percent (10%) or more of all voting power of a corporation, except a person holding voting power in good faith as an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as a group control the corporation, creates a presumption that the person controls the corporation;

3. "All voting power" means the aggregate voting power that the shareholders of an issuing public corporation would have in the election of directors generally, except for Sections 1145 through 1155 of Title 18 of the Oklahoma Statutes;

4. "Beneficial ownership" shall have the same meaning ascribed to such term by Rule 13d-3 under the Securities Exchange Act of 1934, 15 U.S.C., Section 78a et seq., as amended; and

5. "Person" means any individual, corporation, partnership, unincorporated association or other entity.

Added by Laws 1991, c. 53, § 7, eff. Sept. 1, 1991.