Exhibit 10.2 


FORM OF

CHANGE IN CONTROL SEVERANCE AGREEMENT


          THIS CHANGE
IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of
this ____ day of ___________, 2008, (the “Commencement Date”), by and between
ANCHOR BANK (which, together with any successor thereto which executes and
delivers the assumption agreement provided for in Section 5(a) hereof or which
otherwise becomes bound by all of the terms and provisions of this Agreement by
operation of law, is hereinafter referred to as the “Bank”), and
_______________ (the “Employee”).


          WHEREAS,
the Employee is currently serving as _______________________________; and


          WHEREAS,
the board of directors of the Bank (the “Board”) recognizes that the
possibility of a change in control of the Bank or of its holding company,
Anchor Bancorp (the “Company”), may exist and that such possibility, and the
uncertainty and questions which it may raise among management, may result in
the departure or distraction of key management to the detriment of the Bank,
the Company and its stockholders; and


          WHEREAS,
the Board believes it is in the best interests of the Bank to enter into this
Agreement with the Employee in order to assure continuity of management of the
Bank and to reinforce and encourage the continued attention and dedication of
the Employee to the Employee’s assigned duties without distraction in the face
of potentially disruptive circumstances arising from the possibility of a
change in control of the Company and/or the Bank, although no such change is
now contemplated; and


          WHEREAS,
the Board has approved and authorized the execution of this Agreement with the
Employee;


          NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants
and agreements of the parties herein, it is AGREED as follows:


          1.
Certain Definitions.


                    (a)          The
term “Change in Control” means (1) an offeror other than the Company purchases
shares of stock of the Company or the Bank pursuant to a tender or exchange
offer for such shares; (2) an event of a nature that results in the acquisition
of control of the Company or the Bank within the meaning of the Bank Holding
Company Act of 1956, as amended, under 12 U.S.C. Section 1841 (or any successor
statute or regulation) or requires the filing of a notice with the Federal
Deposit Insurance Corporation (“FDIC”) under 12 U.S.C. Section 1817(j) (or any
successor statute or regulation); (3) any person (as the term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 (“Exchange Act”)) that
is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange
Act) directly or indirectly of securities of the Company or the Bank
representing 25% or more of the combined voting power of the Company’s or the
Bank’s outstanding 






securities; (4) individuals who are members of the board of directors
of the Company immediately following the Commencement Date or who are members
of the Board immediately following the Commencement Date (in each case, the
“Incumbent Board”) cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the
Commencement Date whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board or whose
nomination for election by the Company’s stockholders was approved by the
nominating committee serving under an Incumbent Board, shall be considered a
member of the Incumbent Board; or (5) consummation of a plan of reorganization,
merger, acquisition, consolidation, sale of all or substantially all of the
assets of the Company or a similar transaction in which the Company is not the
resulting entity, provided that the term “Change in Control” shall not
include an acquisition of securities by an employee benefit plan of the Bank or
the Company.


                    (b)          The
term “Commencement Date” means the date of this Agreement.


                    (c)          The
term “Consolidated Subsidiaries” means any subsidiary or subsidiaries of the
Company (or its successors) that are part of the affiliated group (as defined
in Section 1504 of the Internal Revenue Code of 1986, as amended (the “Code”),
without regard to subsection (b) thereof) that includes the Bank, including but
not limited to the Company.


                    (d)          The
term “Date of Termination” means the date upon which the Employee ceases to
serve as an employee of the Bank.


                    (e)          The
term “Involuntary Termination” means the termination of the employment of
Employee (i) by the Bank, without his/her express written consent; or (ii) by
the Employee by reason of a material diminution of or interference with his/her
duties, responsibilities or benefits, including (without limitation) any of the
following actions unless consented to in writing by the Employee: (1) a
requirement that the Employee be based at any place other than Lacey,
Washington, or within a radius of 35 miles from the location of the Bank’s
administrative offices as of the Commencement Date, except for reasonable
travel on Company or Bank business; (2) a material demotion of the Employee;
(3) a material reduction in the number or seniority of personnel reporting to
the Employee or a material reduction in the frequency with which, or in the
nature of the matters with respect to which such personnel are to report to the
Employee, other than as part of a Bank- or Company-wide reduction in staff; (4)
a reduction in the Employee’s salary or a material adverse change in the
Employee’s perquisites, benefits, contingent benefits or vacation, other than
as part of an overall program applied uniformly and with equitable effect to
all members of the senior management of the Bank; (5) a material permanent
increase in the required hours of work or the workload of the Employee; or (6)
any purported termination of the Employee’s employment, except for Termination
for Cause (and, if applicable, the requirements of Section 1(g) hereof), which purported
termination shall not be effective for purposes of this Agreement. The term
“Involuntary Termination” does not include Termination for Cause, retirement or
suspension or temporary or permanent prohibition from participation in the
conduct of the Bank’s affairs under Section 8 of the Federal Deposit Insurance
Act.


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                    (f)          The
term “Section 409A” means Section 409A of the Code and the regulations and
guidance of general applicability issued thereunder.


                    (g)          The
terms “Termination for Cause” and “Terminated for Cause” mean termination of
the employment of the Employee because of the Employee’s personal dishonesty,
willful misconduct, breach of a fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any law,
rule, or regulation (other than traffic violations or similar offenses) or
final cease-and-desist order, or (except as provided below) material breach of
any provision of this Agreement. No act or failure to act by the Employee shall
be considered willful unless the Employee acted or failed to act with an
absence of good faith and without a reasonable belief that his/her action or
failure to act was in the best interest of the Company or the Bank. The
Employee shall not be deemed to have been Terminated for Cause unless and until
there shall have been delivered to the Employee a copy of a resolution, duly
adopted by the affirmative vote of not less than a majority of the entire
membership of the board of directors at a meeting of the Board duly called and
held for such purpose (after reasonable notice to the Employee and an
opportunity for the Employee, together with the Employee’s counsel, to be heard
before the Board), stating that in the good faith opinion of the board of
directors the Employee has engaged in conduct described in the preceding
sentence and specifying the particulars thereof in detail.


          2. Term.
The term of this Agreement shall be a period of three years beginning on the
Commencement Date, subject to earlier termination as provided herein. Beginning
on the first anniversary of the Commencement Date, and on each anniversary
thereafter, the term of this Agreement shall be extended for a period of one
year in addition to the then-remaining term, provided that prior to such
anniversary, the board of directors explicitly reviews and approves the
extension. Reference herein to the term of this Agreement shall refer to both
such initial term and such extended terms.


          3.
Severance Benefits.


                    (a)          If
after a Change in Control, the Bank shall terminate the Employee’s employment
other than for Termination for Cause, or employment is terminated in the event
of Involuntary Termination by the Employee, each within 12 months following a
Change in Control, the Bank shall (i) pay the Employee his/her salary,
including the pro rata portion of any incentive award, through the Date of
Termination; (ii) continue to pay, for the remaining term of this Agreement,
for the life, health and disability coverage that is in effect with respect to
the Employee and his/her eligible dependents; and (iii) pay to the Employee in
a lump sum in cash, within 25 days after the later of the date of such Change
in Control or the Date of Termination, an amount equal to 299% of the
Employee’s “base amount” as determined under Section 280G of the Code.


          Notwithstanding
any other provision of this Agreement, if payments and the value of benefits
received or to be received under this Agreement, together with any other
amounts and the value of benefits received or to be received by the Employee,
would cause any amount to be nondeductible by the Company or any of the
Consolidated Subsidiaries for federal income tax purposes pursuant 


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to or by reason of Section 280G of the Code, then payments and benefits
under this Agreement shall be reduced (not less than zero) to the extent
necessary so as to maximize amounts and the value of benefits to be received by
the Employee without causing any amount to become nondeductible pursuant to or
by reason of Section 280G of the Code. The Employee shall determine the
allocation of such reduction among payments and benefits to the Employee.


                    (b)          The
Employee shall not be required to mitigate the amount of any payment or benefit
provided for in this Agreement by seeking other employment or otherwise, nor
shall the amount of any payment or benefit provided for in this Agreement be
reduced by any compensation earned by the Employee as the result of employment
by another employer, by retirement benefits after the Date of Termination or
otherwise. This Agreement does not constitute a contract of employment or
impose on the Company or the Bank any obligation to retain the Employee, to
change the status of the Employee’s employment, or to change the Company’s or
the Bank’s policies regarding termination of employment. 


                    (c)          Notwithstanding
the provisions of Section 3(a), payments under Section 3(a)(iii) thereunder: 


	
 

	
 


	
 

	
(i)          shall
 be payable only if the Employee’s termination of employment also constitutes
 a “separation from service” within the meaning of Section 409A, taking into
 account the relevant rules and presumptions in the final Section 409A
 regulations; 


	
 

	
 


	
 

	
(ii)          shall
 be considered made under a “separation pay plan” (within the meaning of
 Section 409A) to the extent such payment may be treated as made under a
 separation pay plan. Any additional amounts due the Employee under Section
 3(a)(iii) shall be (A) considered deferred compensation for purposes of
 Section 409A, and (B) subject to subparagraph (iii) below.


	
 

	
 


	
 

	
(iii)          that
 are considered to be deferred compensation under Section 409A shall not be
 paid earlier than six months after the Employee’s separation from service (as
 defined in Section 3(c)(i) above), if the Employee is a “specified employee”
 (within the meaning of Section 409A). Payment(s) delayed on account of the
 preceding sentence shall be paid on the earlier of the 185th day
 following the Employee’s separation from service (as herein defined) or
 his/her death.





          The purpose
of this paragraph 3(c) is to cause the Agreement to comply with Section 409A,
and these provisions (and the Agreement) shall be administered and interpreted
accordingly.


          4.
Attorneys’ Fees. If the Employee is purportedly Terminated for Cause and
the Bank denies payments and/or benefits under Section 3(a) of this Agreement
on the basis that the Employee experienced Termination for Cause, but it is
determined by a court of competent jurisdiction or by an arbitrator pursuant to
Section 12 that “cause” as contemplated by Section 1(g) of this Agreement did
not exist for termination of the Employee’s employment, or if in any event it
is determined by 


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any such court or arbitrator that the Bank has failed to make timely
payment of any amounts or provision of any benefits owed to the Employee under
this Agreement, the Employee shall be entitled to reimbursement for all
reasonable costs, including attorneys’ fees, incurred in challenging such
termination of employment or collecting such amounts or benefits. Such
reimbursement shall be in addition to all rights to which the Employee is
otherwise entitled under this Agreement. 


          5.
No Assignments.


                    (a)          This
Agreement is personal to each of the parties hereto, and neither party may
assign or delegate any of its rights or obligations hereunder without first
obtaining the written consent of the other party; provided, however,
that the Bank shall require any successor or assign (whether direct or
indirect, by purchase, merger, consolidation, operation of law or otherwise) to
all or substantially all of the business and/or assets of the Bank, by an
assumption agreement in form and substance satisfactory to the Employee, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Bank would be required to perform it if no such
succession or assignment had taken place. Failure of the Bank to obtain such an
assumption agreement prior to the effectiveness of any such succession or
assignment shall be a breach of this Agreement and shall entitle the Employee
to compensation and benefits from the Bank in the same amount and on the same
terms that Employee would be entitled to hereunder if an event of Involuntary
Termination occurred, in addition to any payments and benefits to which the
Employee is entitled under Section 3 hereof. For purposes of implementing the
provisions of this Section 5(a), the date on which any such succession becomes
effective shall be deemed the Date of Termination.


                    (b)          This
Agreement and all rights of the Employee hereunder shall inure to the benefit
of and be enforceable by the Employee’s personal and legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. In the event of the death of the Employee, unless otherwise provided
herein, all amounts payable hereunder shall be paid to the Employee’s devisee,
legatee, or other designee or, if there be no such designee, to the Employee’s
estate.


          6. Deferred
Payments. If following a termination of the Employee, the aggregate
payments to be made by the Bank under this Agreement and all other plans or
arrangements maintained by the Company or any of the Consolidated Subsidiaries
would exceed the limitation on deductible compensation contained in Section
162(m) of the Code in any calendar year, any such amounts in excess of such
limitation shall be mandatorily deferred with interest thereon at 8.0% per
annum to a calendar year such that the amount to be paid to the Employee in
such calendar year, including deferred amounts, does not exceed such limitation,
provided, however, that such deferral shall not extend past when the
deferred amount must be paid pursuant to Section 409A.


          7. Delivery
of Notices. For the purposes of this Agreement, all notices and other
communications to any party hereto shall be in writing and shall be deemed to
have been duly given 


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when delivered
or sent by certified mail, return receipt requested, postage prepaid, addressed
as follows:


	
 

	
 

	
 

	
 


	
 

	
If to the
 Employee:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
At the
 address last appearing on the personnel records of the Employee

	
 


	
 

	
 

	
 

	
 


	
 

	
If to the
 Bank:

	
Anchor Bank

 120 N. Broadway
Aberdeen, Washington 98520

 Attention: Secretary

	
 





or to such other address as such party may have furnished to the other
in writing in accordance herewith, except that a notice of change of address
shall be effective only upon receipt.


          8. Amendments.
No amendments or additions to this Agreement shall be binding unless in writing
and signed by both parties, except as herein otherwise provided. 


          9. Headings.
The headings used in this Agreement are included solely for convenience and
shall not affect, or be used in connection with, the interpretation of this
Agreement.


          10. Severability.
The provisions of this Agreement shall be deemed severable and the invalidity
or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.


          11. Governing
Law. This Agreement shall be governed by the laws of the State of
Washington to the extent that federal law does not govern.


          12. Arbitration.
Any dispute or controversy arising under or in connection with this Agreement
shall be settled exclusively by binding arbitration, conducted before a panel
of three arbitrators in a location selected by the Employee within 100 miles of
such Employee’s job location with the Bank, in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrators’ award in any court having jurisdiction. 


* * * * *


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          IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.


          THIS
AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE
PARTIES.


	
 

	
 

	
 


	
Attest:

	
 

	
ANCHOR BANK


	
 

	
 

	
 


	


	
 

	



	
Cheryl L.
 Dill, Secretary

	
 

	
By: Jerald
 L. Shaw


	
 

	
 

	
Its:
 President and Chief Executive Officer


	
 

	
 

	
 


	
 

	
 

	
EMPLOYEE


	
 

	
 

	
 


	
 

	
 

	



	
 


	
 

	
 

	



	
 


	
 

	
 

	






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