86,250,000 Shares Banner Corporation Common Stock par value $0.01 per share Underwriting AgreementUnderwriting Agreement • June 25th, 2010 • Banner Corp • State commercial banks • New York
Banner Corporation, a Washington corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom D. A. Davidson & Co. is acting as representative (the “Representative”), an aggregate of 75,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 11,250,000 additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Common Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
