BANNER CORPORATION (a Washington corporation) 124,000 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (par value $0.01 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2012 • Banner Corp • State commercial banks • New York
Banner Corporation, a Washington corporation (the “Company”), Banner Bank and Islanders Bank (the “Bank”) and the United States Department of the Treasury (the “Selling Shareholder”) each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Sandler O’Neill & Partners, L.P. (“Sandler O’Neill,” and collectively with Merrill Lynch, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch and Sandler O’Neill are acting as Representatives (in such capacity, the “Representatives”), with respect to the sale by the Selling Shareholder and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of the Company (the “Preferred Stock”) set forth in Schedule A hereto. The aforesaid 124,000 shares of Preferred Stock to be purcha
