WASHINGTON FEDERAL, INC. 21,000,000 Shares of Common Stock Underwriting AgreementWashington Federal Inc • September 21st, 2009 • Savings institution, federally chartered • New York
Washington Federal, Inc., a Washington corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 21,000,000 shares of common stock, par value $1.00 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,150,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
FORM OFShareholder Agreement • June 24th, 2003 • Washington Federal Inc • Savings institution, federally chartered • Washington
EXHIBIT 10.2 FORM OF NONCOMPETITION AGREEMENT This NONCOMPETITION AGREEMENT ("Agreement") is entered into as of ___________ __, 2003 by and among Washington Federal, Inc. (the "Company"), Washington Federal Savings and Loan Association (the...Noncompetition Agreement • June 24th, 2003 • Washington Federal Inc • Savings institution, federally chartered
WARRANT AGREEMENT Dated as of March [—], 2010 between Washington Federal, Inc. and American Stock Transfer & Trust Company, LLC as Warrant Agent Warrants for Common StockWarrant Agreement • March 9th, 2010 • Washington Federal Inc • Savings institution, federally chartered • New York
WARRANT AGREEMENT dated as of March —, 2010 (this “Agreement”), between Washington Federal, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Warrant Agent (the “Warrant Agent”).
1,707,456 Warrants Washington Federal, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2010 • Washington Federal Inc • Savings institution, federally chartered • New York
The United States Department of the Treasury (the “Selling Security Holder”) proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom you are acting as representative (the “Representative”), an aggregate of up to 1,707,456 warrants (the “Warrants”) of Washington Federal, Inc., a Washington corporation (the “Company”), representing the right to purchase an aggregate of up to that same number of shares (the “Warrant Shares”) of the Company’s common stock, $1.00 par value (the “Common Stock”). The respective maximum amounts of the Warrants to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.
PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • January 27th, 2014 • Washington Federal Inc • Savings institution, federally chartered
This Seller Disclosure Schedule has been prepared and delivered in connection with the Purchase and Assumption Agreement, dated as of January 23, 2014 (the “Agreement”), between Bank of America, National Association (“Seller”) and Washington Federal (“Purchaser”). Capitalized terms used herein shall have the meanings set forth in the Agreement unless otherwise defined herein. The headings contained in this Seller Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the Agreement or the information contained in this Seller Disclosure Schedule.
WASHINGTON FEDERAL, INC. CHANGE OF CONTROL AGREEMENTChange of Control Agreement • August 19th, 2015 • Washington Federal Inc • Savings institution, federally chartered • Washington
This Change of Control Agreement (this “Agreement”) is entered into by and between Washington Federal, Inc., a Washington corporation (the “Company”), and ____________ (the “Executive”), dated as of the __ day of __________, 2015.
Washington Federal, Inc. 12,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share of Underwriting AgreementUnderwriting Agreement • February 8th, 2021 • Washington Federal Inc • National commercial banks • New York
Washington Federal, Inc., a Washington corporation (the “Company”), proposes to issue and sell to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), 12,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share of its 4.875% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $1.00 per share and liquidation preference $1,000 per share (the “Preferred Stock”). The Preferred Stock will have terms and provisions set forth in a certificate of designations (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of Washington, which are summarized in the Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof).
PURCHASE AND ASSUMPTION AGREEMENT dated as of July 18, 2013 between BANK OF AMERICA, NATIONAL ASSOCIATION and WASHINGTON FEDERAL, NATIONAL ASSOCIATIONLease and Assumption Agreement • July 23rd, 2013 • Washington Federal Inc • Savings institution, federally chartered • New York
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of July 18, 2013 (this “Agreement”), between Bank of America, National Association, a national banking association, organized under the laws of the United States, with its principal office located in Charlotte, North Carolina (“Seller”), and Washington Federal, National Association, a national banking association, organized under the laws of the United States, with its principal office located in Seattle, Washington (“Purchaser”).
FORM OFSeverance and Noncompetition Agreement • June 24th, 2003 • Washington Federal Inc • Savings institution, federally chartered
Suite 3300 920 Fifth Avenue Seattle, WA 98104-1610 (206) 622-3150Washington Federal Inc • March 27th, 2023 • National commercial banks
Re: Agreement and Plan of Merger by and between Washington Federal, Inc. and Luther Burbank Corporation dated as of November 13, 2022
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 27th, 2017 • Washington Federal Inc • National commercial banks • Washington
This Amendment No. 1 (this “Amendment”) to the Agreement and Plan of Merger dated as of April 11, 2017 (the “Agreement”), is made and entered into as of September 27, 2017, by and between Washington Federal, Inc., a Washington corporation (“Washington Federal”), and Anchor Bancorp, a Washington corporation (“Anchor”, and together with Washington Federal, the “Parties” and each, a “Party”).
AGREEMENT AND PLAN OF MERGER by and between WASHINGTON FEDERAL, INC. and ANCHOR BANCORP Dated as of April 11, 2017Agreement and Plan of Merger • April 13th, 2017 • Washington Federal Inc • National commercial banks • Washington
AGREEMENT AND PLAN OF MERGER, dated as of April 11, 2017 (this “Agreement”), by and between Washington Federal, Inc., a Washington corporation (“Washington Federal”), and Anchor Bancorp, a Washington corporation (“Anchor”, and together with Washington Federal, the “Parties”).
RESTRICTED STOCK GRANT AGREEMENT WASHINGTON FEDERAL, INC.Restricted Stock Grant Agreement • November 8th, 2005 • Washington Federal Inc • Savings institution, federally chartered
THIS AGREEMENT is made this (hereinafter referred to as the “Date of Grant”) by and between Washington Federal, Inc. (the “Company”) and , an employee of the Company (the “Employee”).
DEPOSIT AGREEMENT among WASHINGTON FEDERAL, INC., AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of February 8, 2021Deposit Agreement • February 8th, 2021 • Washington Federal Inc • National commercial banks • New York
DEPOSIT AGREEMENT dated as of February 8, 2021, among (i) Washington Federal, Inc., a Washington corporation, (ii) American Stock Transfer & Trust Company, LLC, a limited liability trust company formed under the laws of the State of New York, as Depositary (as hereinafter defined); and (iii) the Holders from time to time of the Receipts described herein.
Contract2203969 Purchase and Assumption Agreement • January 27th, 2014 • Washington Federal Inc • Savings institution, federally chartered • New York
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 2nd, 2018 • Washington Federal Inc • National commercial banks • Washington
This Amendment No. 2 (this “Amendment No. 2”) to the Agreement and Plan of Merger dated as of April 11, 2017 (the “Agreement”), is made and entered into as of April 2, 2018, by and between Washington Federal, Inc., a Washington corporation (“Washington Federal”), and Anchor Bancorp, a Washington corporation (“Anchor”, and together with Washington Federal, the “Parties” and each, a “Party”).
FORM OF SECOND AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • October 24th, 2016 • Washington Federal Inc • National commercial banks • Washington
This SECOND AMENDED AND RESTATED INDEMNIFICATION AGREEMENT is dated as of October , 2016 by and between Washington Federal, Inc., a Washington Corporation (“WFI”), and __________ (“Indemnitee”) (the “Agreement”).
766533816.2 the individual purchase prices of each Loan (each such individual price, as to the related Loan and Assigned Interests, the “Purchase Price”) as set forth in a schedule (the “Pricing Schedule”) to be delivered by Purchaser to Seller on or...Agreement for Purchase and Sale of Loans • May 17th, 2024 • Wafd Inc • National commercial banks • New York
AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 2, 2007 BETWEEN WASHINGTON FEDERAL, INC., AND FIRST MUTUAL BANCSHARES, INC.Agreement and Plan of Merger • July 3rd, 2007 • Washington Federal Inc • Savings institution, federally chartered • Washington
AGREEMENT AND PLAN OF MERGER, dated as of July 2, 2007 (this “Agreement”), between Washington Federal, Inc. (“Washington Federal”) and First Mutual Bancshares, Inc. (“First Mutual”).
ORWashington Federal Inc • June 24th, 2003 • Savings institution, federally chartered
Pursuant to the terms of the Agreement and Plan of Merger dated as of May 19, 2003 and as amended as of June 13, 2003 (the "Merger Agreement") among Washington Federal, Inc. ("Washington Federal"), Washington Federal Savings and Loan Association and United Savings and Loan Bank ("United Savings"), the undersigned shareholder(s) of United Savings elects to receive the following form of consideration in connection with the conversion of his or her shares of United Savings Common Stock upon consummation of the merger. This election is subject to allocation procedures intended to ensure that at least 45% and not more than 50% of the aggregate value of the consideration is paid in the form of shares of Washington Federal Common Stock, as described in the Proxy Statement/Prospectus provided to the undersigned (the "Proxy Statement").
TRANSITION AGREEMENTTransition Agreement • January 24th, 2017 • Washington Federal Inc • National commercial banks • Washington
THIS TRANSITION AGREEMENT (the “Agreement”) is entered into as of January 23, 2017 (the “Effective Date”), by and among Washington Federal, Inc., a Washington corporation, and together with its wholly owned subsidiary Washington Federal N.A. (collectively, the “Company”), and Roy M. Whitehead (the “Executive”).
FORM OF RESTRICTED STOCK GRANT AGREEMENT WASHINGTON FEDERAL, INC.Restricted Stock Grant Agreement • October 24th, 2016 • Washington Federal Inc • National commercial banks
THIS AGREEMENT is made this_________ (hereinafter referred to as the “Date of Grant”) by and between Washington Federal, Inc. (the “Company”) and _________, an employee of the Company (the “Employee”)
FIRST MUTUAL BANCSHARES, INC. ELECTION AND TRANSMITTAL FORMWashington Federal Inc • August 31st, 2007 • Savings institution, federally chartered
Pursuant to the terms of the Agreement and Plan of Merger, dated July 2, 2007 and as amended on August 27, 2007 (“Merger Agreement”), between Washington Federal, Inc. (“Washington Federal”) and First Mutual Bancshares, Inc. (“First Mutual”), the undersigned shareholder(s) of First Mutual may elect to receive cash and/or shares of common stock of Washington Federal in exchange for his or her shares of First Mutual common stock upon consummation of the merger of First Mutual with and into Washington Federal. The election is subject to allocation procedures intended to ensure that 50% of the aggregate value of the merger consideration is paid in the form of shares of Washington Federal common stock, with the remaining 50% of the aggregate merger consideration to be paid in cash, as set forth in the Merger Agreement.
