Anchor Bancorp (Form: 8-K, Received: 12/10/2015 11:06:19)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: December 8, 2015

Anchor Bancorp

(Exact name of registrant as specified in its charter)

Washington	001-34965	26-3356075
(State or other jurisdiction	(Commission File	(I.R.S. Employer
of incorporation)	Number)	Identification No.)

601 Woodland Square Loop, SE

Lacey, Washington 98530

(Address of principal executive offices and zip code)

(360) 491-2250

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement .

On December 9, 2015, Anchor Bancorp (the “Company”) announced that it had entered into a Standstill Agreement with Joel S. Lawson IV (“Mr. Lawson”) and newly appointed director Varonica S. Ragan (“Ms. Ragan”). Ms. Ragan was recommended by Mr. Lawson for appointment to the Company’s Board of Directors (the “Board”) pursuant to that certain Annual Meeting Agreement entered into between the Company and Mr. Lawson on October 21, 2015 in connection with the Company’s 2015 Annual Meeting of Shareholders (the “Annual Meeting Agreement”). The Standstill Agreement supplements the Annual Meeting Agreement, which was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 23, 2015 and is incorporated by reference herein. Capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to such terms in the Annual Meeting Agreement.

Pursuant to the Standstill Agreement, Ms. Ragan’s appointment to the Board and to the Board of Directors of its financial institution subsidiary, Anchor Bank (the “Bank”) commenced on December 9, 2015. The Standstill Agreement is effective until 30 days before the date that shareholder nominations of directors are due to be submitted for the Company’s 2016 Annual Meeting of Shareholders (the “Standstill Period”). During the Standstill Period, Mr. Lawson, the Lawson Affiliates and Ms. Ragan have agreed not to, among other things, solicit proxies in opposition to any recommendations or proposals of the Board, initiate or solicit shareholder proposals or seek to place any representatives on the Board (other than any substitute director), oppose any proposal or director nomination submitted by the Board to the Company’s shareholders, vote for any nominee to the Board other than those nominated or supported by the Board, seek to exercise any control or influence over the management of the Company or the Boards of Directors of the Company or the Bank (although nothing in the Standstill Agreement will prevent Ms. Ragan from expressing her views to other members of the Board at duly convened meetings of the Boards of Directors), propose or seek to effect a merger or sale of the Company, or initiate litigation against the Company. Pursuant to the Standstill Agreement, each of Mr. Lawson, Ms. Ragan and the Company also entered into a Non-Disclosure Agreement, which is attached as Exhibit A to the Standstill Agreement.

A copy of the press release is attached hereto as Exhibit 99.1, and a copy of the Standstill Agreement is attached hereto as Exhibit 10.2.

The foregoing description is qualified in its entirety by reference to the full text of the press release and the Standstill Agreement, which are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

(d) Appointment of New Directors

The Company and the Bank appointed Ms. Ragan to their respective Boards of Directors effective December 9, 2015. The appointment of Ms. Ragan as a Director of the Company and the Bank was in connection with the Annual Meeting Agreement and the Standstill Agreement. Pursuant to the Annual Meeting Agreement, Ms. Ragan will serve as the Chairman of the Board’s newly established Strategic Planning Committee.

Ms. Ragan is a certified public accountant and has been employed at Brighton Jones LLC, Seattle, Washington as Chief Compliance Officer and Director of Accounting and Finance, a position she has held since August 2015. Prior to that, Ms. Ragan had served as Director of Finance and Accounting since November 2013 when she was employed by Brighton Jones LLC. From October 2011

until September 2013, Ms. Ragan was employed by KPMG as Senior Audit Manager and was responsible for the audit of financial institutions with complex accounting issues. Ms. Ragan also served as Chief Financial Officer of Core Business Bank, Bellevue, Washington, from March 2010 until September 2011. Prior to that, Ms. Ragan was Senior Audit Manager for Moss Adams LLP from July 2005 until March 2010. From June 1998 until July 2005, Ms. Ragan was a Commissioned Examiner for the Federal Deposit Insurance Corporation. Ms. Ragan is a graduate of Washington State University and also is a graduate of the Pacific Coast Banking School. She also has served as Committee Chair of the Washington State Society of CPA Accounting, Auditing and Review Standards Committee since June 2005, which she currently chairs.

There are no family relationships between Ms. Ragan and any director or other executive officer of the Company and the Bank and Ms. Ragan has not engaged in any transaction with the Company and the Bank that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Effective December 8, 2015, the Company amended its Bylaws to increase the number of directors from seven to eight members and to provide that directors could participate in regular meetings of the Board of Directors by conference telephone or similar communications equipment.

A copy of the Company’s Amended and Restated Bylaws are attached hereto as Exhibit 3.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being furnished herewith and this list shall constitute the exhibit index:

3.2 Amended and Restated Bylaws of Anchor Bancorp

10.1 Agreement in Connection with Anchor Annual Meeting between Anchor Bancorp and Joel S. Lawson IV dated October 21, 2015

(attached as Exhibit 10.1 to Anchor’s Current Report on Form 8-K filed on October 23, 2015, and incorporated herein by

reference)

10.2 Standstill Agreement and Non-Disclosure Agreement by and among Anchor Bancorp, Joel S. Lawson IV and Varonica S. Ragan

dated December 8, 2015

99.1 Press Release of Anchor Bancorp dated December 9, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ANCHOR BANCORP


Date: December 10, 2015	By: /s/ Jerald L. Shaw
	Jerald L. Shaw President and Chief Executive Officer

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

ANCHOR BANCORP

ARTICLE I

Principal Office

SECTION 1. Principal Office . The principal office and place of business of the corporation in the state of Washington shall be located in the City of Lacey, Thurston County.

SECTION 2. Other Offices . The corporation may have such other offices as the Board of Directors may designate or the business of the corporation may require from time to time.

ARTICLE II

Shareholders

SECTION 1. Place of Meetings . All annual and special meetings of the shareholders shall be held at the principal office of the corporation or at such other place within the State of Washington as the Board of Directors may determine.

SECTION 2. Annual Meeting . A meeting of the shareholders of the corporation for the election of directors and for the transaction of any other business of the corporation shall be held annually on the third Wednesday of October, if not a legal holiday, and if a legal holiday, then on the next day following which is not a legal holiday, at 10:00 a.m., Pacific time, or at such other date and time as the Board of Directors may determine.

SECTION 3. Special Meetings . Special meetings of the shareholders for any purpose or purposes shall be called in accordance with the procedures set forth in the Articles of Incorporation.

SECTION 4. Conduct of Meetings . Annual and special meetings shall be conducted in accordance with rules prescribed by the presiding officer of the meeting, unless otherwise prescribed by these Bylaws. The Board of Directors shall designate, when present, either the chairman of the board or the president to preside at such meetings.

SECTION 5. Notice of Meeting . Written notice stating the place, day and hour of the meeting and, in the case of a special meeting of shareholders, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, the secretary, or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting; provided, however , that notice of a shareholders meeting to act on an amendment to the Articles of Incorporation, a plan of merger or share exchange, a proposed sale of assets pursuant to Chapter 23B.12.020 of the Revised Code of Washington or its successor, or the dissolution of the corporation shall be given no fewer than 20 nor more than 60 days before the meeting date. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the corporation as of the record date prescribed in Section 6 of this Article II, with postage thereon prepaid. When any shareholders' meeting, either annual or special, is adjourned for 120 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for less than 120 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken.

SECTION 6. Fixing of Record Date . For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors shall fix, in advance, a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 60 days, and in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the day before the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment.

SECTION 7. Voting Lists . At least 10 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the

number of shares held by each. This list of shareholders shall be kept on file at the home office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours, for a period of 10 days prior to such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the entire time of the meeting. The original stock transfer book shall be prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this bylaw shall not affect the validity of any action taken at the meeting.

SECTION 8. Quorum . A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a quorum is present or represented at a meeting, a majority of those present or represented may transact any business which comes before the meeting, unless a greater percentage is required by law, the Articles of Incorporation, or these Bylaws. If less than a quorum of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified, and in the case of any adjourned meeting called for the election of directors, those who attend the second of the adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors.

SECTION 9. Proxies . At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the Board of Directors. All proxies shall be filed with the secretary of the corporation before or at the commencement of meetings. No proxy may be effectively revoked until notice in writing of such revocation has been given to the secretary of the corporation by the shareholder (or his duly authorized attorney in fact, as the case may be) granting the proxy. No proxy shall be valid after eleven months from the date of its execution unless it is coupled with an interest.

SECTION 10. Voting of Shares by Certain Holders . Shares standing in the name of another corporation may be voted by any officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. A certified copy of a resolution adopted by such directors shall be conclusive as to their action.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do is contained in an appropriate order of the court or other public authority by which such receiver was appointed.

If shares are held jointly by three or more fiduciaries, the will of the majority of the fiduciaries shall control the manner of voting or giving of a proxy, unless the instrument or order appointing such fiduciaries otherwise directs.

A shareholder, whose shares are pledged, shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter, the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the corporation, nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

SECTION 11. Voting . Every holder of outstanding shares of capital stock of the corporation entitled to vote at any meeting shall be entitled to the number of votes (if any) as set forth in the Articles of Incorporation. Shareholders shall not be entitled to cumulative voting rights in the election of directors. Unless otherwise provided in the Articles of Incorporation, by statute, or by these Bylaws, a majority of those votes cast by shareholders at a lawful meeting shall be sufficient to pass on a transaction or matter.

SECTION 12. Informal Action by Shareholders . Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting

if consent in writing, setting forth the action so taken, shall be given by all of the shareholders entitled to vote with respect to the subject matter.

ARTICLE III

Board of Directors

SECTION 1. General Powers . All corporate powers shall be exercised by, or under authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors. The Board of Directors shall annually elect a chairman of the board and a president from among its members and shall designate, when present, either the chairman of the board or the president to preside at its meetings.

SECTION 2. Number, Term and Election . The Board of Directors shall consist of eight (8) members divided into three classes as nearly equal in number as possible. The member of each class shall be elected by ballot for a term of (3) years and shall serve until his or her successor is elected and qualified. One class shall be elected by ballot each year at the annual meeting.

SECTION 3. Regular Meetings . A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after the annual meeting of shareholders, and at the same place as other regularly scheduled meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place, for the holding of additional regular meetings without other notice than such resolution.

Members of the Board of Directors may participate in regular meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute attendance in person and attendance for the purpose of compensation pursuant to Section 12 of this Article.

SECTION 4. Qualifications . A person shall not be a Director of the corporation if that individual: (i) is not a resident of the United States; (ii) has been adjudicated a bankrupt or has taken the benefit of any insolvency law or has made a general assignment for the benefit of creditors; (iii) has suffered a judgment for a sum of money which has remained unsatisfied after all legal proceedings have been of record or unsecured on appeal for a period of more than three months; or (iv) is a director of a bank, trust company, or national banking association, a majority of the Board of Directors of which are directors of this corporation.

SECTION 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the President, or one-third of the directors. The persons authorized to call special meetings of the Board of Directors may fix any place, within the corporation's normal lending territory, as the place for holding any special meeting of the Board of Directors called by such persons.

Members of the Board of Directors may participate in special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute attendance in person, but shall not constitute attendance for the purpose of compensation pursuant to Section 12 of this Article.

SECTION 6. Notice of Special Meetings . Written notice of any special meeting shall be given to each director at least two days prior thereto, when delivered personally or by telegram, or at least five days prior thereto, when delivered by mail at the address at which the director is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage thereon prepaid if mailed, or when delivered to the telegraph company if sent by telegram. Any director may waive notice of any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 7. Quorum . A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 6 of this Article III.

SECTION 8. Manner of Acting . The act of the majority of the directors present at a meeting or adjourned meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is prescribed by these Bylaws.

SECTION 9. Action Without a Meeting . Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

SECTION 10. Resignation . Any director may resign at any time by sending a written notice of such resignation to the home office of the corporation addressed to the chairman of the board or the president. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the chairman of the board or the president. More than three consecutive absences from regular meetings of the Board of Directors, unless excused by resolution of the Board of Directors, shall automatically constitute a resignation, effective when such resignation is accepted by the Board of Directors.

SECTION 11. Vacancies . Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term continuing only until the next election of directors by the shareholders.

SECTION 12. Compensation . A director may receive, by the affirmative vote of a majority of all the directors, reasonable compensation for (i) attendance at meetings of the Board of Directors; (ii) a retainer for services as a director (iii) service as an officer of the corporation, provided his duties as officer require and receive his regular and faithful attendance at the corporation; and (iv) service as a member of a committee of the Board of Directors; provided, however, that a director receiving compensation for services as an officer pursuant to (iii) shall not receive any additional compensation for service under (i) (ii) and (iv)

SECTION 13. Presumption of Assent . A director of the corporation who is present at a meeting of the Board of Directors at which action on a corporation matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation within five (5) days after the date a copy of the minutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 14. Performance of Duties. A director shall perform his or her duties as a director, including the duties as a member or any committee of the board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interest of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing such duties, a director shall be entitled to rely on information, opinion, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (i) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (ii) counsel, public accountants or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (iii) a committee of the board upon which he or she does not serve, duly designated in accordance with a provision of these Bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. However, a director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted.

SECTION 15. Residency Requirement. A director of the corporation’s primary residence shall be located in the State of Washington. Any violation or deviation from this provision shall automatically constitute resignation from the Board effective upon acceptance by the Board.

SECTION 16. Qualifications. Each director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the corporation, excluding any shares that the director has received pursuant to the corporation’s benefit programs. No person 75 years of age or more shall be eligible for election, reelection or appointment or reappointment to the Board of Directors.

SECTION 17. Advisory Directors and Directors Emeriti. The board of directors may by resolution appoint advisory directors and directors emeriti to the board, who shall have such authority and receive such compensation and reimbursement as the board of directors shall provide. Advisory directors or directors emeriti shall not have the authority to participate by vote in the transaction of business.

ARTICLE IV

Committees of the Board of Directors

SECTION 1. Appointment . The Board of Directors may, by resolution adopted by a majority of the full board, designate an executive officer of the corporation who also serves as a director of the corporation and two (2) or more of the other directors, who do not serve as executive officers of the corporation, to constitute an executive committee. The designation of any committee pursuant to this Article IV, and the delegation of authority thereto, shall not operate to relieve the Board of Directors, or any director, of any responsibility imposed by law or regulation.

SECTION 2. Authority . The executive committee, when the Board of Directors is not in session, shall have and may exercise all of the authority of the Board of Directors, except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee; and except also that the executive committee shall not have the authority of the Board of Directors with reference to: the declaration of dividends; the amendment of the Articles of Incorporation of the corporation or these Bylaws of the corporation, or recommending to the shareholders a plan of merger, consolidation, or conversion; the sale, lease, or other disposition of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business; a voluntary dissolution of the corporation; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest.

SECTION 3. Tenure . Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold office until the next regular annual meeting of the Board of Directors following his or her designation and until his or her successor is designated as a member of the executive committee.

SECTION 4. Meetings . Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one day's notice stating the place, date, and hour of the meeting, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.

SECTION 5. Quorum . A majority of the members of the executive committee shall constitute a quorum for the transaction of any business at a meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

SECTION 6. Action Without a Meeting . Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee.

SECTION 7. Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full Board of Directors.

SECTION 8. Resignations and Removal . Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of the executive committee may resign from the executive committee at any time by giving written notice to the president or secretary of the corporation. Unless otherwise specified thereon, such resignation shall take effect upon receipt. The acceptance of such resignation shall not be necessary to make it effective.

SECTION 9. Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws. The committee shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting held next after the proceedings shall have occurred.

SECTION 10. Audit Committee. At each annual meeting of the Board of Directors, the chairman, with the approval of the Board, shall appoint from among members of the Board, an Audit Committee consisting of not less than three members of the Board, none of whom may be members of management, all of whom shall serve until the next annual meeting and until their successors are appointed and confirmed.

SECTION 11. Other Committees. The Board of Directors may, by resolution, establish such other committees composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the corporation and may prescribe the duties, constitution, and procedures thereof.

ARTICLE V

Officers

SECTION 1. Positions . The officers of the corporation shall be a president, a secretary and a treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may also designate the chairman of the board as an officer. The president shall be the chief executive officer unless the Board of Directors designates the chairman of the Board as chief executive officer. The president shall be a director of the corporation. The offices of the secretary and treasurer may be held by the same person and a vice president may also be either the secretary or the treasurer. The Board of Directors may designate one or more vice presidents as executive vice president or senior vice president. The Board of Directors may also elect or authorize the appointment of such other officers as the business of the Corporation may require. The officers shall have such authority and perform such duties as the Board of Directors may from time to time authorize or determine. In the absence of action by the Board of Directors, the officers shall have such powers and duties as generally pertain to their respective offices.

SECTION 2. Election and Term of Office . The officers of the corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until his successor shall have been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not of itself create contract rights. The Board of Directors may authorize the corporation to enter into an employment contract with any officer in accordance with applicable law.

SECTION 3. Removal . Any officer may be removed by vote of two-thirds of the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby, but such removal, other than for cause, shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. Vacancies . A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. Remuneration . The remuneration of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE VI

Contracts, Loans, Checks and Deposits

SECTION 1. Contracts . Except as otherwise prescribed by these Bylaws with respect to certificates for shares, the Board of Directors may authorize any officer, employee, or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

SECTION 2. Loans . No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, Etc . All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness in the name of the corporation shall be signed by one or more officer, employee, or agent of the corporation in such manner as shall from time to time be determined by the Board of Directors.

SECTION 4. Deposits . All funds of the corporation not otherwise employed shall be deposits from time to time to the credit of the corporation in any of its duly authorized depositories as the Board of Directors may select.

SECTION 5. Contracts with Directors and Officers. To the fullest extent authorized by and in conformance with Washington law, the corporation may enter into contracts with and otherwise transact business as vendor, purchaser, or otherwise, with its directors, officers, employees and shareholders and with corporations, associations, firms, and entities in which they are or may become interested as directors, officers, shareholders, or otherwise, as freely as though such interest did not exist, except that no loans shall be made by the corporation secured by its shares, other than a loan made by the corporation to a tax-qualified employee stock ownership plan of the corporation or any of its affiliates. In the absence of fraud, the fact that any director, officer, employee, shareholder, or any corporation, association, firm or other entity of which any director, officer, employee or shareholder is interested, is in any way interested in any transaction or contract shall not make the transaction or contract void or voidable, or require the director, officer,

employee or shareholder to account to this corporation for any profits therefrom if the transaction or contract is or shall be authorized, ratified, or approved by (i) the vote of a majority of the Board of Directors excluding any interested director or directors, (ii) the written consent of the holders of a majority of the shares entitled to vote, or (iii) a general resolution approving the acts of the directors and officers adopted at a shareholders meeting by vote of the holders of the majority of the shares entitled to vote. All loans to officers and directors shall be subject to Federal and state laws and regulations. Nothing herein contained shall create or imply any liability in the circumstances above described or prevent the authorization, ratification or approval of such transactions or contracts in any other manner.

SECTION 6. Shares of Another Corporation . Shares of another corporation held by this corporation may be voted by the president or any vice president, or by proxy appointment form by either of them, unless the directors by resolution shall designate some other person to vote the shares.

ARTICLE VII

Certificates for Shares and Their Transfer

SECTION 1. Certificates for Shares and Uncertificated Shares . Certificates representing shares of capital stock of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the chief executive officer or by any other officer of the corporation authorized by the Board of Directors, attested by the secretary or an assistant secretary, and may be sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for the like number of shares has been surrendered and canceled, except that in case of a lost or destroyed certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe. Notwithstanding the foregoing, the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by certificates until such certificate is surrendered to the corporation. In addition, notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of capital stock of the corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of capital stock of the corporation signed by, or in the name of the corporation as set forth above, certifying the number of shares owned by such stockholder in the Corporation.

SECTION 2. Transfer of Shares . Stock of the corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall be made on the books of the corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the corporation or the transfer agent thereof. No transfer of stock shall be valid as against the corporation for any purpose until it shall have been entered in the stock records of the corporation by an entry showing from and to whom transferred.

SECTION 3. Certification of Beneficial Ownership . The Board of Directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. Upon receipt by the corporation of a certification complying with such procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

SECTION 4. Lost Certificates . The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issuance of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or his legal representative, to give

the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

ARTICLE VIII

Fiscal Year; Annual Audit

The fiscal year of the corporation shall end on the last day of June of each year. The corporation shall be subject to an annual audit as of the end of its fiscal year by the independent public accountants appointed by and responsible to the Board of Directors.

ARTICLE IX

Dividends

Subject to the terms of the corporation's Articles of Incorporation and the laws of the State of Washington, the Board of Directors may, from time to time, declare, and the corporation may pay, dividends upon its outstanding shares of capital stock.

ARTICLE X

Corporate Seal

The corporation need not have a corporate seal. If the directors adopt a corporate seal, the seal of the corporation shall be circular in form and consist of the name of the corporation, the state and year of incorporation, and the words "Corporate Seal."

ARTICLE XI

Amendments

In accordance with the corporation's Articles of Incorporation, these Bylaws may be repealed, altered, amended or rescinded by the shareholders of the corporation only by vote of not less than 80% of the outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the shareholders called for that purpose (provided that notice of such proposed repeal, alteration, amendment or rescission is included in the notice of such meeting). In addition, the Board of Directors may repeal, alter, amend or rescind these Bylaws by vote of a majority of the Board of Directors at a legal meeting held in accordance with the provisions of these Bylaws.

* * *

Exhibit 10.2

STANDSTILL AGREEMENT

This Standstill Agreement (this “Agreement”) is made by and between Anchor Bancorp (“Anchor”), on the one hand, and Joel S. Lawson IV (“Lawson”) and Varonica S. Ragan (“Ragan”), on the other hand (Anchor, Lawson and Ragan are together collectively referred to as the “Parties”). This Agreement supplements the Annual Meeting Agreement entered into between Anchor and Lawson on October 21, 2015 in connection with Anchor’s 2015 Annual Meeting of Shareholders (the “Annual Meeting Agreement”). Capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to such terms in the Annual Meeting Agreement.

In consideration of the covenants, promises and undertakings set forth herein and in the Annual Meeting Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Board Expansion and Membership

Ragan’s service on the Board of Directors of Anchor (“Board”) and the Board of Directors of Anchor Bank (“Bank Board”) will commence upon the execution of this Agreement and the Non-Disclosure Agreement, the form of which is attached hereto as Exhibit A (the “Non-Disclosure Agreement”). While Ragan serves as a director of the Board and the Bank Board, Ragan shall receive compensation (including equity based compensation, if any) for meetings of the Board and Bank Board and committee meetings attended, and an annual retainer and benefits (including expense reimbursements) on the same basis as all other non-employee directors of Anchor and Anchor Bank.

In the event Ragan resigns from the Board or is unable to serve as a director of Anchor for any reason, such resignation or departure from the Board shall also be considered a resignation or departure from the Bank Board. Similarly, if Ragan resigns from the Bank Board or is unable to serve as a director of Anchor Bank for any reason, such resignation or departure from the Bank Board shall also be considered a resignation from the Board. In the event Ragan resigns from the Board or is unable to serve as a director of Anchor for any reason, Lawson shall be entitled to designate a replacement director (such replacement director, a “Substitute”) who will meet the director qualification requirements under Anchor and the Bank’s Bylaws and applicable bank and bank holding company regulations. The Board and Bank Board will appoint such Substitute within five business days of Lawson’s recommendation so long as the Substitute is reasonably acceptable to the Board (such acceptance not to be unreasonably withheld) in its good faith after exercising its fiduciary duties. Upon becoming a member of the Board and Bank Board, the Substitute will succeed to all of the rights and privileges of, and will be bound by the terms and conditions applicable to, Ragan under this Agreement and the Non-Disclosure Agreement and Substitute will execute an acknowledgement of the foregoing in a form reasonably satisfactory to Anchor.

Except as otherwise set forth in this Section 1, at all times while serving as a member of the Board or the Bank Board, Ragan, agrees to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to members of the Board or the Bank Board (as each may be amended from time to time for all directors). Upon the request of Ragan, Anchor shall make available to Ragan copies of all such policies, procedures, processes, codes, rules, standards and guidelines that are in writing and in effect as of the date of such request. At all times while Ragan is

serving as a member of the Board or the Bank Board, (i) Ragan shall not disclose to Lawson or any “affiliate” or “associate” (as defined in Rule 12b-2 promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Lawson (collectively and individually the “Lawson Affiliates”) or any other person or entity not affiliated with Anchor or the Bank any confidential information of Anchor or the Bank, and (ii) Ragan and Lawson shall not, and shall cause the Lawson Affiliates not to, seek to obtain confidential information of Anchor or the Bank from Ragan, or Lawson; provided that, notwithstanding the foregoing, Ragan or, Lawson may discuss confidential information with an associate of Lawson in accordance with and subject to the terms of the Non-Disclosure Agreement, the form of which is attached hereto as Exhibit A, after the Non-Disclosure Agreement has been mutually executed and delivered by Anchor, Ragan and Lawson.

2. Standstill

(a) Ragan and Lawson each agrees that during the Standstill Period, Ragan, Lawson and the Lawson Affiliates will not (and they will not assist or encourage others to), directly or indirectly, in any manner, without prior written approval of the Board:

(i) acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire directly or indirectly, alone or in concert with others, by purchase, gift, tender, exchange or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) or any direct or indirect interest in any securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for (collectively, an “Acquisition”), any securities of Anchor, such that as a result of such Acquisition, each of Ragan and Lawson, separately, would maintain beneficial ownership in excess of 9.99% of the outstanding shares of Anchor common stock;

(ii) make, engage in, or in any way participate in, directly or indirectly, alone or in concert with others, any “solicitation” of “proxies” or consents to vote (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the Exchange Act) or seek to advise, encourage or influence in any manner whatsoever any person with respect to the voting of any voting securities of Anchor;

(iii) form, join, encourage, influence, advise or in any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act (other than a group involving Lawson and the Lawson Affiliates, subject to any such Lawson Affiliates executing a joinder to this Agreement) and not including any person or entity that is not a Lawson Affiliate, with respect to any voting securities of Anchor or otherwise in any manner agree, attempt, seek or propose to deposit any securities of Anchor in any voting trust or similar arrangement, or subject any securities of Anchor to any arrangement or agreement with respect to the voting thereof (other than any such voting trust, arrangement or agreement solely among Lawson and the Lawson Affiliates, subject to any such Lawson Affiliates executing a joinder to this Agreement) and not including any person or entity that is not a Lawson Affiliate;

(iv) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, tender, exchange or otherwise, (a) any of the

assets, tangible and intangible, direct or indirect, of Anchor or (b) direct or indirect rights, warrants or options to acquire any assets of Anchor;

(v) arrange, or in any way participate, directly or indirectly, in any financing (except for margin loan financing for shares beneficially owned) for the purchase of any securities or securities convertible or exchangeable into or exercisable for any securities or assets of Anchor;

(vi) otherwise act, alone or in concert with others, to propose or to seek to offer to Anchor or any of its shareholders any business combination, restructuring, recapitalization or similar transaction to or with Anchor or the Bank or otherwise seek, alone or in concert with others, to control or change the management, Board of Directors or policies of Anchor or the Bank, to propose or seek any amendment, waiver or modification of the articles of incorporation or bylaws of Anchor, to nominate any person as a director of Anchor who is not nominated by the then incumbent directors (provided that if there is a vacancy on the Board, each of Ragan and Lawson may submit suggestions on a confidential basis to the Board or the Nominating Committee of the Board for nominees to the Board pursuant to the nomination policy adopted by the Board, provided, however, that any such vacancy created by the resignation or departure of Ragan from the Board for any reason shall be filled by Lawson in accordance with Section 1 of this Agreement, or propose any matter to be voted upon by the shareholders of Anchor;

(vii) directly or indirectly, sell, transfer or otherwise dispose of any interest in the shares of Anchor common stock beneficially owned by Ragan and Lawson to any person that would reasonably be understood to be the beneficial owner of 5% or more of the outstanding shares of Anchor common stock, except in a transaction approved by the Anchor Board of Directors;

(viii) except in connection with the enforcement of this Agreement, the Annual Meeting Agreement and the Non-Disclosure Agreement, or passive participation as a class member in any class action (which for avoidance of doubt, shall not include participation as a name or lead plaintiff) with respect to any event or circumstance occurring prior to the date of this Agreement, initiate or participate, by encouragement or otherwise, in any litigation against Anchor or the Bank or their respective directors or officers, or in any derivative litigation on behalf of Anchor, except for testimony which may be required by law; or

(ix) announce an intention to do, or enter into any arrangement or understanding with others to do, or advise, assist or encourage others to do, any of the actions restricted or prohibited under clauses (i) through (viii) of this Section 2, publicly announce or disclose any request to be excused from any of the foregoing obligations of this Section 2 or otherwise take or cause any action or make any statement inconsistent with any of the foregoing.

(b) At any Anchor meeting of shareholders during the Standstill Period, Ragan and Lawson agree, with respect to any proposal submitted by any Anchor shareholder to a vote of the Anchor shareholders, to vote all of the Anchor shares beneficially owned by each of Ragan and Lawson in accordance with the recommendation of the Board with respect to any such shareholder proposal.

(i) vote her or his shares on any other proposal duly brought before any meeting of the shareholders;

(ii) disclose, publicly or otherwise, how she or he intends to vote or act with respect to any securities of the Company, any shareholder proposal or other matter to be voted on by the shareholders of the Company and her or his reasons for doing so, so long as all such activity is in compliance with the requirements of this Agreement; and

(iii) engage in private communications with shareholders and other third parties as long as such communications are in compliance with the requirements of this Agreement.

(d) Notwithstanding anything in this Agreement to the contrary, nothing herein will be construed to limit or affect: (1) any action or inaction by Ragan in her capacity as a member of the Board or the Bank Board, provided she acts in good faith in the discharge of her fiduciary duties as a Board member; or (2) the ability of each of Ragan and Lawson to engage in discussions relating to the topics listed in Section 2 of this Agreement directly with the President and Chief Executive Officer of Anchor, or upon invitation by the Board as it relates solely to Lawson, with other members of management or the Board.

3. Mutual Non-Disparagement

During the Standstill Period, Ragan and Lawson agree not to disparage Anchor or any officers, directors (including director nominees) or employees of Anchor or its affiliates or subsidiaries in any public or quasi-public forum, and Anchor agrees not to disparage Ragan or Lawson or any of their respective affiliates in any public or quasi-public forum.

4. Authority

Each of the Parties that is a corporation or other legal entity and each individual Party executing this Agreement on behalf of a corporation or other legal entity, represents and warrants that: (a) such corporation or other legal entity is duly organized, validly authorized and in good standing, and possesses full power and authority to enter into and perform the terms of this Agreement; (b) the execution, delivery and performance of the terms of this Agreement have been duly and validly authorized by all requisite acts and consents of the company or other legal entity and do not contravene the terms of any other obligation to which the corporation or other legal entity is subject; and (c) this Agreement constitutes a legal, binding and valid obligation of each such entity, enforceable in accordance with its terms.

5. Expenses

All costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such expenses. Anchor has previously reimbursed Lawson, pursuant to Section 9 of the Annual Meeting Agreement, and Lawson acknowledges no additional amounts are owed pursuant thereto.

6. Amendment in Writing

This Agreement and each of its terms may only be amended, waived, supplemented or modified in a writing signed by the signatories hereto or their respective clients.

7. Governing Law/Venue/Jurisdiction

This Agreement, and the rights and liabilities of the Parties hereto, shall be governed by and construed in accordance with the laws of the State of Washington without regard to conflict of law provisions. The venue and jurisdiction for adjudication of any and all disputes between the Parties to this Agreement shall be in the State of Washington with a court of competent jurisdiction located in Thurston County, Washington.

8. Notice of Breach and Remedies

The Parties expressly agree that an actual or threatened breach of this Agreement by any Party will give rise to irreparable injury that cannot adequately be compensated by damages. Accordingly, in addition to any other remedy to which it may be entitled, each Party shall be entitled to seek a temporary restraining order or injunctive relief to prevent a breach of the provisions of this Agreement or to secure specific enforcement of its terms and provisions.

Ragan and Lawson expressly agree that they will not be excused or claim to be excused from performance under this Agreement as a result of any material breach by Anchor unless and until Anchor is given written notice of such breach and thirty (30) business days either to cure such breach or for Anchor to seek relief in court. If Anchor seeks relief in court, Ragan and Lawson irrevocably stipulate that any failure to perform by Ragan and Lawson shall be deemed to constitute irreparable harm under this Agreement, therefore Anchor shall not be required to provide further proof of irreparable harm in order to obtain equitable relief and Ragan and Lawson shall not deny or contest that such circumstances would cause Anchor irreparable harm. If, after such thirty (30) business day period, Anchor has not either reasonably cured such material breach or obtained relief in court, Ragan and Lawson may terminate this Agreement by delivery of written notice to Anchor.

Anchor expressly agrees that it will not be excused or claim to be excused from performance under this Agreement as a result of any material breach by Ragan and Lawson unless and until Ragan and Lawson are given written notice of such breach and thirty (30) business days either to cure such breach or for Ragan and Lawson to seek relief in court. If Ragan and Lawson seek relief in court, Anchor irrevocably stipulates that any failure to perform by Anchor shall be deemed to constitute irreparable harm under this Agreement, therefore Ragan and Lawson shall not be required to provide further proof of irreparable harm in order to obtain equitable relief and Anchor shall not deny or contest that such circumstances would cause Ragan and Lawson irreparable harm. If, after such thirty (30) business day period, Ragan and Lawson have not either reasonably cured such material breach or obtained relief in court, Anchor may terminate this Agreement by delivery of written notice to Ragan and Lawson.

9. Counterparts

This Agreement may be executed in counterparts, each of which shall be considered to be an original or true copy of this Agreement. Faxed or emailed signatures shall be presumed valid.

10. Non-Waiver

The failure of any one of the Parties to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive the Parties of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

11. Disclosure of This Agreement

The parties contemplate that Lawson will file a Schedule 13D amendment attaching this Agreement, that Anchor will file a Form 8-K attaching this Agreement and that during the Standstill Period there will be no other public comments (except as required by applicable law, including regulations of the SEC) by the Parties regarding this Agreement other than a press release by Anchor factually summarizing this Agreement and referring to the Form 8-K filing, which press release shall be subject to prior approval by Ragan and Lawson (such approval not to be unreasonably withheld).

12. Entire Agreement

This Agreement constitutes the full, complete and entire understanding, agreement, and arrangement of and between the Parties with respect to the subject matter hereof and supersedes any and all prior oral and written understandings, agreements and arrangements between them. There are no other agreements, covenants, promises or arrangements between the Parties other than those set forth in this Agreement (including the attachments hereto).

13. Notice

All notices and other communications which are required or permitted hereunder shall be in writing and sufficient if by same-day hand delivery (including delivery by courier) or sent by fax, addressed as follows:

If to Anchor:

Jerald L. Shaw

President and Chief Executive Officer

Anchor Bancorp

601 Woodland Square Loop SE

Lacey, Washington 98503

Fax: (360) 693-6275

with a copy, which will not constitute notice, to:

John F. Breyer, Jr.

Breyer & Associates PC

8180 Greensboro Drive, Suite 785

McLean, Virginia 22102

Fax: (703) 883-2511

If to Lawson:

Joel S. Lawson IV

2040 Grubbs Mill Road

Berwyn, Pennsylvania 19312

with a copy, which will not constitute notice, to:

Steve Wolosky

Aneliya Crawford

Olshan Frome Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

Fax: (212) 451-2222

If to Varonica S. Ragan:

Varonica S. Ragan

15027 102 nd Avenue NE

Bothell, Washington 98011

14. Termination

This Agreement shall cease, terminate and have no further force and effect upon the expiration of the last day of the Standstill Period as set forth in Section 7 of the Annual Meeting Agreement, unless earlier terminated pursuant to Section 8 hereof or by mutual written agreement of the Parties.

15. Further Assurances

Ragan, Lawson and Anchor agree to take, or cause to be taken, all such further or other actions as shall reasonably be necessary to make effective and consummate the transactions contemplated by this Agreement.

16. Successors and Assigns

All covenants and agreements contained herein shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

17. No Third Party Beneficiaries

This Agreement is solely for the benefit of the parties and is not enforceable by any other person.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have each executed this Agreement on the date set forth below.

Dated: December 8, 2015




By:	/s/Joel S. Lawson IV
	Joel S. Lawson IV



By:	/a/Varonica S. Ragan
	Varonica S. Ragan


For:	Anchor Bancorp


	/s/Jerald L. Shaw
	Jerald L. Shaw
	President and Chief Executive Officer

Exhibit A

Non-Disclosure Agreement

December 8, 2015

Reference is made to the Standstill Agreement, dated December 8, 2015 (the “Standstill Agreement”), by and among Anchor Bancorp (the “Company”), Varonica S. Ragan (the “Director”) and Joel S. Lawson IV (“Lawson”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Standstill Agreement, and the rules of interpretation set forth in Section 7 of the Standstill Agreement shall apply to this Non-Disclosure Agreement mutatis mutandis .

1. The Director may be provided certain information and data in connection with her serving as a director of the Company or Anchor Bank that the Company or Anchor Bank wishes to keep confidential, including information (whether furnished in writing or electronic format or orally) regarding the Company’s and Anchor Bank’s governance, board of directors, management, plans, strategies, business, finances or operations and information that the Company or Anchor Bank has obtained from third parties and with respect to which the Company or Anchor Bank is obligated to maintain confidentiality (collectively, “Confidential Information”). For the avoidance of doubt, Confidential Information also includes all information regarding the operations, procedures, strategies, plans and decisions of the Strategy Committee of the Company’s Board of Directors. Except as otherwise permitted in this Non-Disclosure Agreement, the Director will not disclose any Confidential Information in any manner whatsoever or use any Confidential Information other than in connection with serving as a director of the Company or Anchor Bank without, in each instance, securing the prior written consent of the Company (acting through a resolution of a majority of the Company’s directors).

2. Except as set forth in this Section 2, this Non-Disclosure Agreement shall not prevent the Director from privately disclosing Confidential Information to (i) officers, directors, accountants and counsel for the Company or Anchor Bank, (ii) the Director’s legal counsel or legal counsel to Lawson (each a “Director Representative” and collectively, the “Director Representatives”) who needs to know such information for the sole purpose of advising the Director on her actions as a director of the Company or Anchor Bank or advising the Director or Lawson with respect to each of their respective investments in the Company, as applicable, or (iii) Lawson. Notwithstanding the foregoing, it is understood and agreed that the Director will not disclose any information that the Director learns or obtains in her capacity as a director of the Company or Anchor Bank to any Director Representative or Lawson to the extent such disclosure would be reasonably likely to constitute a breach of the Director’s fiduciary duties to the Company or Anchor Bank or a waiver of the attorney-client privilege between the Company or Anchor Bank and its counsel or the Company’s or Anchor Bank’s attorney work product privilege. The Director also acknowledges and agrees that she will not disclose, and is prohibited by law and regulation from disclosing, to any Director Representative or Lawson any reports of examination or other confidential supervisory information of any bank regulatory authority, including the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of San Francisco, the Washington Department of Financial Institutions or the Federal Deposit Insurance Corporation. Any Director Representative shall only be provided Confidential

Exhibit A-1

Information to the extent that such Director Representative is informed of the confidential nature of the Confidential Information and agrees or is otherwise obligated to keep such information confidential and to restrict the use of such confidential information in accordance with the terms of this Non-Disclosure Agreement. Lawson agrees to keep confidential the Confidential Information and to restrict the use of such Confidential Information in accordance with the terms of this Non-Disclosure Agreement, to be bound by this Non-Disclosure Agreement on the same terms as the Director by countersigning this Non-Disclosure Agreement and not to use any Confidential Information in a manner that may be detrimental to the Company or its subsidiaries, including Anchor Bank, except as permitted by the terms of this Non-Disclosure Agreement. The Director and Lawson shall be severally responsible for any breach of this Agreement by the Director, Lawson or any of their respective representatives.

3. The term “Confidential Information” shall not include information that (a) is at the time of disclosure or becomes generally available to the public other than as a result of a disclosure by the Director, a Director Representative or Lawson in violation of the terms of this Non-Disclosure Agreement; (b) was, prior to disclosure by the Company or Anchor Bank, already in the possession of the Director, a Director Representative or Lawson; provided that the source of such information was, to such person’s knowledge, not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or Anchor Bank, at the time such information was disclosed to such person; (c) becomes available to the Director, a Director Representative or Lawson on a non-confidential basis from a source other than the Company, an affiliate of the Company (including Anchor Bank) or an agent, representative, attorney, advisor, director, officer or employee of the Company or Anchor Bank (collectively, the “Company Representatives”) that is, to such person’s knowledge, not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or Anchor Bank, and is not, to such person’s knowledge, under an obligation to the Company or Anchor Bank not to transmit the information to such person; or (d) was independently developed by the Director, a Director Representative or Lawson without reference to or use of the Confidential Information.

4. The Director is aware, and will advise any Director Representative or Lawson who is informed of the matters that are the subject of this Non-Disclosure Agreement, that the Confidential Information may constitute material, non-public information and of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who is aware of material, non-public information and on the communication of such information to any other person who may purchase or sell such securities on the basis of such information. The Director, Lawson or any Director Representative to whom the Director transmits Confidential Information under this Non-Disclosure Agreement will comply with all applicable federal and state securities laws in connection with the purchase or sale, directly or indirectly, of securities of the Company or any other entity of which the Director is provided material non-public information in her capacity as a director of the Company or Anchor Bank for as long as the Director, Lawson or any Director Representative are in possession of material non-public information about the Company or such other entity. The Company agrees to inform Lawson whenever the trading window applicable to all officers and directors of the Company is open. Further, on the Termination Date (as defined below), the Company shall notify Lawson if the trading window applicable to all officers and directors of the Company is open. The Company agrees that the Director and Lawson are not restricted by this Non-Disclosure Agreement from

Exhibit A-2

securities of the Company so long as neither the Director nor Lawson is in possession of material, non-public information relating to the Company, subject to their individual compliance with all applicable securities laws. The Director, Lawson and the Company acknowledge that none of the provisions hereto shall in any way limit the Director’s or Lawson’s activities in the ordinary course of business if such activities will not violate applicable securities laws or the obligations set forth in this Non-Disclosure Agreement.

5. Each of the Director, Lawson and any Director Representative to whom the Director transmits Confidential Information under this Non-Disclosure Agreement acknowledges, or shall be deemed to acknowledge, that none of the Company, any affiliate of the Company or any Company Representative makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. None of the Company, any affiliate of the Company or any Company Representative shall have any liability to the Director, Lawson or any Director Representative hereunder relating to or resulting from the use of the Confidential Information by the Director, Lawson or any Director Representative or any errors in or omissions from the Confidential Information.

6. Notwithstanding anything herein to the contrary, in the event that the Director, any Director Representative or Lawson is required by applicable law, regulation or legal or judicial process (including without limitation, by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, the Director will give the Company prompt written notice, to the extent not legally prohibited, of such requirement so that the Company or Anchor Bank may seek an appropriate protective order or other remedy, at its sole expense, or waive compliance with the applicable provisions of this Non-Disclosure Agreement. If the Company or Anchor Bank seeks a protective order, the Director and Lawson agree to, and shall cause any Director Representative to, provide such cooperation to the extent permitted by law, as the Company or Anchor Bank shall reasonably request and in no event will they oppose action by the Company or Anchor Bank to obtain a protective order or other relief to prevent or otherwise narrow the disclosure of Confidential Information or to obtain reliable assurance that confidential treatment will be afforded to the Confidential Information. If in the absence of a protective order, the Director, any Director Representative or Lawson, based upon the advice of counsel, is legally required to disclose Confidential Information, such person or entity may disclose without liability under this Non-Disclosure Agreement such portion of the Confidential Information that counsel advises that the Director, any Director Representative or Lawson is legally required to disclose.

For the avoidance of doubt, there shall be no legal requirement applicable to the Director or Lawson to disclose any Confidential Information solely by virtue of the fact that, absent such disclosure, such parties would be prohibited from purchasing, selling, or engaging in derivative or other transactions with respect to securities of the Company.

7. The parties agree that irreparable damage would occur in the event any of the provisions of this Non-Disclosure Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Non-Disclosure Agreement and to enforce specifically the terms and provisions of this Non-Disclosure Agreement exclusively in the State of Washington with a court of competent jurisdiction located in Thurston County, Washington (the “Washington Courts”), in

Exhibit A-3

addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to the party seeking relief on the grounds that any other remedy or relief is available at law or in equity. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto irrevocably (a) consents to submit itself to the personal jurisdiction of the Washington Courts in the event any dispute arises out of this Non-Disclosure Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Washington Courts, (c) agrees that it shall not bring any action relating to this Non-Disclosure Agreement in any court other than the Washington Courts, (d) waives the right to trial by jury, and (d) consents to service of process by the United States Postal Service or reputable overnight mail delivery service, in each case, signature requested, to the address set forth in Section 13 of the Standstill Agreement or as otherwise provided by applicable law. THIS NON-DISCLOSURE AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITH RESPECT TO VALIDITY, INTERPRETATION, EFFECT AND ENFORCEMENT, BY THE LAWS OF THE STATE OF WASHINGTON WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

8. This Non-Disclosure Agreement may not be amended except in writing signed by all the parties hereto. No failure or delay by either party in exercising any right hereunder or any partial exercise thereof shall operate as a waiver thereof or preclude any other or further exercise of any right hereunder.

9. Unless otherwise agreed in writing between the parties, this Non-Disclosure Agreement shall remain in full force and effect until one (1) year from the date of this Non-Disclosure Agreement (the “Termination Date”), provided, however, that upon expiration of the Standstill Period, nothing herein shall preclude Lawson from seeking the election of director candidates or submitting proposals at the Company’s 2016 annual meeting of shareholders, including without limitation, making public or private statements relating to the Company if those statements do not reference, directly or indirectly, the Confidential Information or otherwise violate the terms of this Agreement. Notwithstanding the foregoing, any Confidential Information constituting trade secrets of the Company or Anchor Bank (as defined in 18 U.S.C. § 1839(3)) shall be kept confidential in accordance with the obligations of this Non-Disclosure Agreement for such longer time as such information constitutes a trade secret of the Company or Anchor Bank. The invalidity or unenforceability of any provision of this Non-Disclosure Agreement shall not affect the validity or enforceability of any other provision hereof.

10. All Confidential Information shall remain the property of the Company or Anchor Bank and neither the Director, any Director Representative or Lawson shall by virtue of any disclosure of or use of any Confidential Information acquire any rights with respect thereto, all of which rights (including all intellectual property rights) shall remain exclusively with the Company or Anchor Bank. Upon the request of the Company at any time, the Director and Lawson will, and will cause any Director Representative to, promptly return to the Company or destroy all hard copies of the Confidential Information and use reasonable efforts to permanently erase or delete all electronic copies of the Confidential Information in the possession or control of the Director, any Director Representative or Lawson. Notwithstanding anything to the

Exhibit A-4

contrary contained in this paragraph, the Director, Lawson and any Director Representative shall be permitted to retain such Confidential Information as is necessary to enable them to comply with any applicable document retention requirements under applicable law or regulation and to retain any computer records and computer files containing any Confidential Information if required pursuant to their respective current automatic archiving and backup procedures; provided, however, that such retention shall be solely for legal, regulatory or archival purposes, as the case may be.

11. Unless and until any substitute director appointed in accordance with Section 1 of the Standstill Agreement executes a joinder to this Non-Disclosure Agreement and agrees to be bound by the terms hereof applicable to the Director, Lawson shall not be permitted to discuss Confidential Information with, or obtain Confidential Information from, such substitute director.

Acceptance of the above terms shall be indicated by having this Non-Disclosure Agreement countersigned by the Director and Lawson.

	Sincerely,
	ANCHOR BANCORP

	By: /s/Jerald L. Shaw
	Name: Jerald L. Shaw
	Title: President and Chief Executive Officer

Acknowledged and agreed as of the

date first written above:

/s/Varonica S. Ragan

Varonica S. Ragan, as Director

/s/Joel S. Lawson IV

Joel S. Lawson IV

[ Signature Page to Non-Disclosure Agreement ]

Exhibit A-5

Exhibit 99.1

Contact:

Jerald L. Shaw, President and Chief Executive Officer

Terri L. Degner, EVP and Chief Financial Officer

Anchor Bancorp

(360) 491-2250

ANCHOR BANCORP

ANNOUNCES THE APPOINTMENT OF A NEW DIRECTOR

Lacey, WA (December 9, 2015) - Anchor Bancorp (NASDAQ - ANCB) (the “Company”), the holding company for Anchor Bank (“Bank”), today announced its appointment of Varonica S. Ragan, CPA, to the Boards of Directors of the Company and the Bank, effective December 9, 2015. Ms. Ragan is Chief Compliance Officer and Director of Accounting and Finance at Brighton Jones LLC, Seattle, Washington, where she has been employed since November 2013.

Ms. Ragan was recommended for appointment to the Boards of Directors of the Company and the Bank by Joel S. Lawson IV pursuant to an agreement with Mr. Lawson, dated October 21, 2015, in connection with the Company’s 2015 Annual Meeting of Shareholders (the “Annual Meeting Agreement”), which was supplemented by an agreement providing for certain standstill provisions dated December 8, 2015 (the “Agreement”). Pursuant to the Annual Meeting Agreement, Ms. Ragan will also serve as the Chairman of the Anchor Bancorp Board’s newly established Strategic Planning Committee.

The Agreement is effective until 30 days before the date that shareholder nominations of directors are due to be submitted for the Company’s 2016 Annual Meeting of Shareholders. During the term of the Agreement, Mr. Lawson, the Lawson Affiliates and Ms. Ragan will not, among other things, solicit proxies in opposition to any recommendations or proposals of the Company’s Board, initiate or solicit shareholder proposals or seek to place any representatives on the Company’s Board of Directors (other than any substitute director), oppose any proposal or director nomination submitted by the Board of Directors to the Company’s shareholders, vote for any nominee to the Company’s Board other than those nominated or supported by the Board, seek to exercise any control or influence over the management of the Company or the Boards of Directors of the Company or the Bank (although nothing in the Agreement will prevent Ms. Ragan from expressing her views to other members of the Board at duly convened meetings of the Boards of Directors), propose or seek to effect a merger or sale of the Company or initiate litigation against the Company.

Jerry Shaw, the Company's President and Chief Executive Officer, said, “We are pleased to have Varonica joining the board as a representative of the investment community. She brings to the board significant relevant financial and banking expertise and her professional experience will be a great benefit to the Company and the Bank.”

About the Company

Anchor Bancorp is headquartered in Lacey, Washington and is the parent company of Anchor Bank, a community-based savings bank primarily serving Western Washington through its 11 full-service banking offices (including one Wal-Mart in-store location) within Grays Harbor, Thurston, Lewis, Pierce and Mason counties, Washington. The Company's common stock is traded on the NASDAQ Global Market under the symbol "ANCB" and is included in the Russell 2000 Index. For more information, visit the Company's web site www.anchornetbank.com.

Anchor Bancorp

December 9, 2015

Forward-Looking Statements:

Certain matters discussed in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, projections of future performance, perceived opportunities in the market, potential future credit experience, and statements regarding our mission and vision. These forward-looking statements are based upon current management expectations and may, therefore, involve risks and uncertainties. Our actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide variety or range of factors including, but not limited to: increased competitive pressures; changes in the interest rate environment; the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs that may be impacted by deterioration in the housing and commercial real estate markets and may lead to increased losses and nonperforming assets in our loan portfolio, and may result in our allowance for loan losses not being adequate to cover actual losses, and require us to materially increase our reserves; changes in general economic conditions and conditions within the securities markets; legislative and regulatory changes; results of examinations of us by the Federal Reserve Bank of San Francisco and our bank subsidiary by the Federal Deposit Insurance Corporation (“FDIC”), the Washington State Department of Financial Institutions, Division of Banks (“Washington DFI”) or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, take actions or require us to increase our reserve for loan losses, write-down the value of assets, change our regulatory capital position or restrict our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings and other factors described in the Company’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission-which are available on our website at www.anchornetbank.com and on the SEC’s website at www.sec.gov. Any of the forward-looking statements that we make in this Press Release and in the other public statements we make may turn out to be wrong because of the inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Because of these and other uncertainties, our actual future results may be materially different from those expressed or implied in any forward-looking statements made by or on our behalf and the Company's operating and stock price performance may be negatively affected. Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for fiscal 2016 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of us, and could negatively affect the Company’s operations and stock price performance.