Attached files

file filename
10-K - FORM 10-K - WASHINGTON BANKING COd10k.htm
EX-21 - SUBSIDIARIES OF COMPANY - WASHINGTON BANKING COdex21.htm
EX-24 - POWERS OF ATTORNEY - WASHINGTON BANKING COdex24.htm
EX-23.1 - CONSENT OF MOSS ADAMS LLP - WASHINGTON BANKING COdex231.htm
EX-10.6 - EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND BRYAN MCDONALD - WASHINGTON BANKING COdex106.htm
EX-12.1 - COMPUTATION OF RATIO OF EARNINGS - WASHINGTON BANKING COdex121.htm
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - WASHINGTON BANKING COdex321.htm
EX-10.9 - SALARY CONTINUATION AGREEMENT BETWEEN THE BANK AND JOHN L. WAGNER - WASHINGTON BANKING COdex109.htm
EX-10.7 - FORM OF AMENDMENT (409A) TO EXECUTIVE EMPLOYMENT AGREEMENTS - WASHINGTON BANKING COdex107.htm
EX-99.1 - SUBSEQUENT YEAR CERTIFICATION OF PEO PURSUANT TO SECTION 111(B) - WASHINGTON BANKING COdex991.htm
EX-32.2 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - WASHINGTON BANKING COdex322.htm
EX-31.2 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - WASHINGTON BANKING COdex312.htm
EX-10.8 - SALARY CONTINUATION AGREEMENT BETWEEN THE COMPANY AND JOHN L. WAGNER - WASHINGTON BANKING COdex108.htm
EX-10.10 - FORM OF RESTRICTED STOCK AWARD AGREEMENT WITH JOHN L. WAGNER - WASHINGTON BANKING COdex1010.htm
EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - WASHINGTON BANKING COdex311.htm

Exhibit 99.2

TARP Subsequent Fiscal Year Certification of the

Principal Financial Officer of Washington Banking Company

I, Richard A. Shields, certify, based on my knowledge, that:

(i) The compensation committee of Washington Banking Company (the “Company”) has discussed, reviewed, and evaluated with senior risk officers at least every six months during any part of the most recently completed fiscal year that was a TARP period, senior executive officer (“SEO”) compensation plans and employee compensation plans and the risks these plans pose to the Company;

(ii) The compensation committee of the Company has identified and limited during any part of the most recently completed fiscal year that was a TARP period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of the Company and has identified any features of the employee compensation plans that pose risks to the Company and has limited those features to ensure that the Company is not unnecessarily exposed to risks;

(iii) The compensation committee of the Company has reviewed, at least every six months during any part of the most recently completed fiscal year that was a TARP period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of the Company to enhance the compensation of an employee, and has limited any such features;

(iv) The compensation committee of the Company will certify to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;

(v) The compensation committee of the Company will provide a narrative description of how it limited during any part of the most recently completed fiscal year that was a TARP period the features in:

(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of the Company;

(B) Employee compensation plans that unnecessarily expose the Company to risks; and

(C) Employee compensation plans that could encourage the manipulation of reported earnings of the Company to enhance the compensation of an employee;

(vi) The Company has required that bonus payments to SEOs or any of the next twenty most highly compensated employees, as defined in the regulations and guidance established under section 111 of EESA (“bonus payments”), be subject to a recovery or “clawback” provision during any part of the most recently completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria;

(vii) The Company has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to a SEO or any of the next five most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;

(viii) The Company has limited bonus payments to its applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during any part of the most recently completed fiscal year that was a TARP period;

(ix) The Company and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA, during any part of the most recently completed fiscal year that was a TARP period; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved;

(x) The Company will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during any part of the most recently completed fiscal year that was a TARP period;

(xi) The Company will disclose the amount, nature, and justification for the offering, during any part of the most recently completed fiscal year that was a TARP period, of any perquisites, as defined in the regulations and


guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations identified in paragraph (viii);

(xii) The Company will disclose whether the Company, the board of directors of the Company, or the compensation committee of the Company has engaged during any part of the most recently completed fiscal year that was a TARP period a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;

(xiii) The Company has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;

(xiv) The Company has substantially complied with all other requirements related to employee compensation that are provided in the agreement between the Company and Treasury, including any amendments;

(xv) The Company has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and

(xvi) I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both.

 

Dated: March 16, 2011

  

/s/ Richard A. Shields

  

Richard A. Shields

  

EVP and Chief Financial Officer

  

Washington Banking Company