Exhibit 2(b)
Agreement and Plan of Merger,
dated as of July 11, 1996,
between Washington Savings
and Metropolitan Savings
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger, dated as of July 11, 1996, by and between
Washington Federal Savings and Loan Association (the "Acquiror Bank") and
Metropolitan Federal Savings and Loan Association of Seattle (the "Bank").
WITNESSETH:
WHEREAS, the Bank is a federally-chartered savings and loan association
and a wholly-owned subsidiary of Metropolitan Bancorp (the "Company"); and
WHEREAS, the Acquiror Bank is a federally-chartered savings and loan
association and a wholly-owned subsidiary of Washington Federal, Inc. (the
"Acquiror"); and
WHEREAS, the Acquiror and the Company have entered into an Agreement and
Plan of Merger, dated as of July 11, 1996 (the "Agreement"), pursuant to which
the Company will merge with and into the Acquiror (the "Parent Merger"); and
WHEREAS, the Bank and the Acquiror Bank (the "Constituent Banks") desire
to merge on the terms and conditions herein provided immediately following the
effective time of the Parent Merger.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. THE MERGER. Subject to the terms and conditions of this Agreement
and Plan of Merger, at the Effective Time (as defined in Section 2 hereof), the
Bank shall merge with and into the Acquiror Bank (the "Merger") under the laws
of the United States. The Acquiror Bank shall be the surviving bank of the
Merger (the "Surviving Bank").
2. EFFECTIVE TIME. The Merger shall become effective on the date and
at the time that Articles of Combination are endorsed by the Office of Thrift
Supervision (the "OTS"), unless a later date and time is specified as the
effective time in such Articles of Combination (the "Effective Time").
3. CHARTER; BYLAWS. The Charter and Bylaws of the Acquiror Bank in
effect immediately prior to the Effective Time shall be the Charter and Bylaws
of the Surviving Bank, until altered, amended or repealed in accordance with
their terms and applicable law.
4. NAME; OFFICES. The name of the Surviving Bank shall be "Washington
Federal Savings and Loan Association." The main office of the Surviving Bank
shall be the main office of the Acquiror Bank immediately prior to the Effective
Time. All branch offices of the Bank and the Acquiror Bank which were in lawful
operation immediately prior to the
Effective Time shall be the branch offices of the Surviving Bank upon
consummation of the Merger, subject to the opening or closing of any offices
which may be authorized by the Bank or the Acquiror Bank and applicable
regulatory authorities after the date hereof. Schedule I hereto contains a list
of each of the deposit taking offices of the Bank and the Acquiror Bank which
shall be operated by the Surviving Bank, subject to the opening or closing of
any offices which may be authorized by the Bank or the Acquiror Bank and
applicable regulatory authorities after the date hereof.
5. DIRECTORS AND EXECUTIVE OFFICERS. Upon consummation of the Merger,
(i) the directors of the Surviving Bank shall consist of nine persons the names
and residence addresses of which are set forth as Schedule II hereto and (ii)
the executive officers of the Surviving Bank shall be the executive officers of
the Acquiror Bank immediately prior to the Effective Time.
6. EFFECTS OF THE MERGER. Upon consummation of the Merger, the
Surviving Bank shall be considered the same business and corporate entity as
each of the Constituent Banks and thereupon and thereafter all the property,
rights, powers and franchises of each of the Constituent Banks shall vest in the
Surviving Bank and the Surviving Bank shall be subject to and be deemed to have
assumed all of the debts, liabilities, obligations and duties of each of the
Constituent Banks and shall have succeeded to all of each of their
relationships, fiduciary or otherwise, as fully and to the same extent as if
such property, rights, privileges, powers, franchises, debts, obligations,
duties and relationships had been originally acquired, incurred or entered into
by the Surviving Bank. In addition, any reference to either of the Constituent
Banks in any contract, will or document, whether executed or taking effect
before or after the Effective Time, shall be considered a reference to the
Surviving Bank if not inconsistent with the other provisions of the contract,
will or document; and any pending action or other judicial proceeding to which
either of the Constituent Banks is a party shall not be deemed to have abated or
to have been discontinued by reason of the Merger, but may be prosecuted to
final judgment, order or decree in the same manner as if the Merger had not
occurred or the Surviving Bank may be substituted as a party to such action or
proceeding, and any judgment, order or decree may be rendered for or against it
that might have been rendered for or against either of the Constituent Banks if
the Merger had not occurred. In accordance with 12 C.F.R. Section 563b.3(f),
the Surviving Bank shall assume and maintain the liquidation account established
by the Bank in connection with its conversion to stock form.
7. EFFECT ON SHARES OF STOCK.
(a) Each share of Acquiror Bank common stock issued and outstanding
immediately prior to the Effective Time shall be unchanged and shall remain
issued and outstanding.
(b) At the Effective Time, each share of Bank common stock issued and
outstanding prior to the Merger shall, by virtue of the Merger and without any
action on the
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part of the holder thereof, be canceled. Any shares of Bank common stock held
in the treasury of the Bank immediately prior to the Effective Time shall be
retired and canceled.
8. ADDITIONAL ACTIONS. If, at any time after the Effective Time, the
Surviving Bank shall consider that any further assignments or assurances in law
or any other acts are necessary or desirable to (i) vest, perfect or confirm, of
record or otherwise, in the Surviving Bank its rights, title or interest in, to
or under any of the rights, properties or assets of the Bank acquired or to be
acquired by the Surviving Bank as a result of, or in connection with, the
Merger, or (ii) otherwise carry out the purposes of this Agreement and Plan of
Merger, the Bank and its proper officers and directors shall be deemed to have
granted to the Surviving Bank an irrevocable power of attorney to execute and
deliver all such proper deeds, assignments and assurances in law and to do all
acts necessary or proper to vest, perfect or confirm title to and possession of
such rights, properties or assets in the Surviving Bank and otherwise to carry
out the purposes of this Agreement and Plan of Merger; and the proper officers
and directors of the Surviving Bank are fully authorized in the name of the Bank
or otherwise to take any and all such action.
9. COUNTERPARTS. This Agreement and Plan of Merger may be executed in
one or more counterparts, each of which shall be deemed to be an original but
all of which together shall constitute one agreement.
10. GOVERNING LAW. This Agreement and Plan of Merger shall be governed
in all respects, including, but not limited to, validity, interpretation, effect
and performance, by the laws of the United States and, to the extent applicable,
the State of Washington.
11. AMENDMENT. Subject to applicable law, this Agreement and Plan of
Merger may be amended, modified or supplemented only by written agreement of the
Acquiror Bank and the Bank at any time prior to the Effective Time.
12. WAIVER. Any of the terms or conditions of this Agreement and Plan
of Merger may be waived at any time by whichever of the parties hereto is, or
the shareholders of which are, entitled to the benefit thereof by action taken
by the Board of Directors of such waiving party.
13. ASSIGNMENT. This Agreement and Plan of Merger may not be assigned
by any party hereto without the prior written consent of the other party.
14. TERMINATION. This Agreement and Plan of Merger shall terminate
upon the termination of the Agreement in accordance with its terms.
15. PROCUREMENT OF APPROVALS. This Agreement and Plan of Merger shall
be subject to the approval of the Acquiror as the sole shareholder of the
Acquiror Bank and the Company as the sole shareholder of the Bank at a meeting
to be called and held by each in accordance with the applicable provisions of
law and their respective Charter and
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Bylaws (or a consent or consents in lieu thereof). The Acquiror Bank and the
Bank shall proceed expeditiously and cooperate fully in the procurement of any
other consents and approvals and in the taking of any other action, and the
satisfaction of all other requirements prescribed by law or otherwise necessary
for consummation of the Merger on the terms provided herein, including without
limitation the preparation and submission of such applications or other filings
for approval of the Merger to the OTS as may be required by applicable laws and
regulations.
16. CONDITIONS PRECEDENT. The obligations of the parties under this
Agreement and Plan of Merger shall be subject to: (i) the approval of this
Agreement and Plan of Merger by the Acquiror as the sole shareholder of the
Acquiror Bank and the Company as the sole shareholder of the Bank at meetings of
shareholders duly called and held (or by consent or consents in lieu thereof);
(ii) receipt of approval of the Merger from all governmental and banking
authorities whose approval is required; (iii) receipt of any necessary
regulatory approval to operate the main office and the branch offices of the
Bank as offices of the Surviving Bank; and (iv) the consummation of the Parent
Merger pursuant to the Agreement on or before the Effective Time.
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IN WITNESS WHEREOF, each of the Acquiror Bank and the Bank has caused this
Agreement and Plan of Merger to be executed on its behalf by its duly authorized
officers.
WASHINGTON FEDERAL SAVINGS
AND LOAN ASSOCIATION
Attest:
/s/ Ronald L. Saper By:/s/ Guy C. Pinkerton
- --------------------------------------- ----------------------------------
Name: Ronald L. Saper Name: Guy C. Pinkerton
Title: Senior Vice President Title: Chairman, President and Chief
and Chief Financial Officer Executive Officer
METROPOLITAN FEDERAL SAVINGS
AND LOAN ASSOCIATION OF SEATTLE
Attest:
/s/ Edwin C. Hedlund By: /s/ Patrick F. Patrick
- --------------------------------------- ------------------------------
Name: Edwin C. Hedlund Name: Patrick F. Patrick
Title: Secretary Title: President and Chief Executive
Officer
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SCHEDULE I
OFFICES OF THE SURVIVING BANK
HOME OFFICE: 425 Pike Street
- ----------- Seattle, WA 98101
OTHER OFFICES:
- -------------
SOUTHERN WASHINGTON DIVISION:
Arctic Building Office 700 Third Avenue
Seattle, WA 98104
Ballard Office 2020 N.W. Market Street
Seattle, WA 98107
Bellevue/Redmond Office 14801 N.E. Bellevue-Redmond Rd.
Bellevue, WA 98007
Bothell Office 10116 N.E. 183rd
Bothell, WA 98011
Bremerton Office 4250 Wheaton Way
Bremerton, WA 98310
Centralia Office 110 No. Pearl Street
Centralia, WA 98531
Federal Way Office 2206 South 320th
Federal Way, WA 98003
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Kent Office 10415 S.E. 240th Street
Kent, WA 98031
Kirkland Office 116 Kirkland Avenue
Kirkland, WA 98033
Lacey Office 4110 Pacific Avenue S.E.
Lacey, WA 98503
Lynnwood Office 5809 196th S.W.
Lynnwood, WA 98036
Magnolia Office 3219 West McGraw Street
Seattle, WA 98199
Olympia Office 422 Capitol Way So.
Olympia, WA 98501
Poulsbo Office 18960 State Hwy. N., #104
Poulsbo, WA 98370
Rainier Office 4800 Rainier Avenue South
Seattle, WA 98118
Sequim Office 191 W. Washington Street
Sequim, WA 98382
University Place Office 3702-A Budgeport Way West
Tacoma, WA 98466
Wedgwood Office 7334 35th Avenue, N.E.
Seattle, WA 98115
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West Seattle Office 4700 42nd Avenue, S.W.
Seattle, WA 98116
NORTHERN WASHINGTON DIVISION:
Mount Vernon Office 317 Second Street
Mount Vernon, WA 98273
Anacortes Office 1017 Commercial Avenue
Anacortes, WA 98221
Bellingham Office 1100 Lakeway Drive
Bellingham, WA 98226
Burlington Office 300 East Fairhaven Avenue
Burlington, WA 98233
Eastsound Office Eastsound Square
Eastsound, WA 98245
La Conner Office 620 Morris Street
La Conner, WA 98257
Mount Vernon Mall Office 225 East College Way
Mount Vernon, WA 98273
Oak Harbor Office 9067 90th N.W.
Oak Harbor, WA 98277
Sedro-Woolley Office Fourth and State Streets
Sedro Woolley, WA 98284
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Stanwood Office 9025 271st N.W.
Stanwood, WA 98292
WESTERN IDAHO DIVISION:
Boise Main Office 1001 West Idaho Street
Boise, ID 83702
Broadway Office 1789 Broadway Avenue
Boise, ID 83706
Caldwell Office 515 Cleveland Boulevard
Caldwell, ID 83605
Cole & Ustick Office 3197 North Cole Road
Boise, ID 83704
Eagle Office 560 East State Street
Eagle, ID 83616
Fairview Office 10150 Fairview Avenue
Boise, ID 83704
Hillcrest Office 1581 South Orchard
Boise, ID 83705
Jerome Office 140 East Main Street
Jerome, ID 83338
McCall Office 101 E. Lake Street
McCall, ID 83638
9
Meridian Office 713 East First Street
Meridian, ID 83642
Mountain Home Office 310 American Legion Blvd.
Mountain Home, ID 83647
Nampa Office 223 11th Avenue South
Nampa, ID 83651
Nampa Midland Office 1001 Nampa/Caldwell Blvd.
Nampa, ID 83651
Orchard Office 10 South Orchard Street
Boise, ID 83705
Twin Falls Office 494 Blue Lakes Blvd. North
Twin Falls, ID 83301
EASTERN IDAHO DIVISION:
Idaho Falls Office 500 North Capital
Idaho Falls, ID 83402
17th Street Office 2287 East 17th Street
Idaho Falls, ID 83404
Blackfoot Office 715 West Judicial
Blackfoot, ID 83221
Pocatello-Yellowstone Office 1045 Yellowstone Avenue
Pocatello, ID 83201
10
Rexburg Office 80 North 200 East
Rexburg, ID 83440
OREGON DIVISION:
Albany Main Office 300 Ellsworth St., S.W.
Albany, OR 97321
Bend Office 2415 N.E. Highway 20
Bend, OR 97701
Corvallis Office 1111-A N.W. Ninth Street
Corvallis, OR 97330
Dallas Office 611 Main Street
Dallas, OR 97338
East Salem Office 1677 Hawthorne Ave., N.E.
Salem, OR 97301
Eugene Coburg Office 1745 Coburg Road
Eugene, OR 97401
Eugene - 11th Avenue Office 200 East 11th Avenue
Eugene, OR 97401
Florence Office 620 Highway 101
Florence, OR 97439
Hillsboro Office 1234 W. Baseline
Hillsboro, OR 97123
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Hood River Office 215 Oak Street
Hood River, OR 97031
Lincoln City Office 1545 North Highway 101
Lincoln City, OR 97367
Monmouth Office 523 Main Street East
Monmouth, OR 97361
Newport Office 505 North Coast Highway
Newport, OR 97365
Portland Office 435 S.W. 5th Avenue
Portland, OR 97204
Salem Office 198 Liberty Street, N.E.
Salem, OR 97301
The Dalles Office 235 E. Third Street
The Dalles, OR 97058
Vancouver Office 13411 S.E. Mill Plain Blvd.
Suite A-1
Vancouver, WA 98383
Waldport Office 325 N.W. Hemlock
Waldport, OR 97394
West Salem Office 777 Wallace Road N.W.
Salem, OR 97304
Wilsonville Office 29028 Town Center Loop, E.
Wilsonville, OR 97070
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Woodburn Office 999 N. Cascade Drive
Woodburn, OR 97071
UTAH DIVISION:
Plaza Main Office 505 East 200 South
Salt Lake City, UT 84147
Cottonwood Office 4748 S. Highland Drive
Salt Lake City, UT 84117
Eagle Gate Office 60 East South Temple
Suite 110-63
Salt Lake City, UT 84111
Fashion Place Office 181 East 6100 South
Murray, UT 84107
Foothill Office 1442 Foothill Dr.
Salt Lake City, UT 84108
Layton Office 1597 N. Woodland Park Dr.
Layton, UT 84041
Logan Office 399 North Main
Logan, UT 84321
Olympus Hills Office 3983 S. Wasatch Blvd.
Salt Lake City, UT 84124
Price Office 308 East Main
Price, UT 84501
13
Sugar House Office 2262 S. Highland Drive
Salt Lake City, UT 84106
Tremonton Office 340 E. Main Street
Tremonton, UT 84337
ARIZONA DIVISION:
South Tucson Office 1833 South 6th Ave.
Tucson, AZ 85713
Speedway/El Rancho Office 3333 E. Speedway Blvd.
Tucson, AZ 85716
Swan Sunrise Office 4788 E. Sunrise Dr.
Tucson, AZ 85718
Flowing Wells Office 1315 W. Prince Rd.
Tucson, AZ 85705
Camino Seco/Broadway Office 8675 E. Broadway Blvd.
Tucson, AZ 85710
Grant & Craycroft Office 5520 E. Grant Road
Tuscon, AZ 85712
Green Valley Office 303 E. Esperanza Blvd.
Green Valey, AZ 85614
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BANK OFFICES:
Corporate Headquarters 1520 Fourth Avenue
Seattle, WA 98101
Auburn Office 55 "A" Street S.E.
Auburn, WA 98002
Crown Hill Office 8318 15th Avenue, N.W.
Seattle, WA 98117
Eastgate Office 3712 150th S.E.
Bellevue, WA 98006
Edmonds Office 229 Main Street
Edmonds, WA 98020
Federal Way Office 1627 S. 312th
Federal Way, WA 98003
Lakewood Office 9919 Bridgeport Way S.W.
Tacoma, WA 98499
Rainier Beach Office 9325 Rainier Avenue S.
Seattle, WA 98118
Redmond Office 16200 Redmond Way
Redmond, WA 98052
West Seattle Office 6428 California Avenue S.W.
Seattle, WA 98136
15
Westlake Park Office 1516 Fourth Avenue
Seattle, WA 98101
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SCHEDULE II
Term
Name Residence Address Expires
- -------------------------- ----------------------------------- -----------
Kermit O. Hanson 17760 - 14th N.W.
Seattle, WA 98177 1998
W. Alden Harris 111 W. Highland Dr., #8W
Seattle, WA 98119 1997
Anna C. Johnson 3715 West Fulton
Seattle, WA 98199 1999
Harold C. Kean 10509 Culpepper Ct., N.W.
Seattle, WA 98177 1997
Vernon Keener 460 2nd Ave. South, #201
Kirkland, WA 98033 1999
E.W. Mersereau, Jr. 831 E. Pacific View Dr.
Bellingham, WA 98226 1998
Guy C. Pinkerton 514 N.E. 97th, #301
Seattle, WA 98115 1998
Richard C. Reed 2010 Killarney Way
Bellevue, WA 98004 1999
Charles R. Richmond 10112 NE 38th Court, #906
Kirkland, WA 98033 1999
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