Fill and Sign the Savings Bank of Puget Sound Form

§ 8,305PROXY STATEMENTS: STRATEGY & FORMS 8-218 © 1986 Jefren Publishing Company, Inc. Exhibit A SAVINGS BANK OF PUGET SOUNDSEATTLE, WASHINGTON PLAN OF CONVERSION FROM STATE STOCK SAVINGS BANK TO FEDERAL STOCK SAVINGS BANK This Plan of Conversion, dated August 30, 1984 and subsequently amended on March 20, 1985, provides for the conversion ("Conversion") of Savings Bank of Puget Sound, Seattle, Washington (the "Bank") from a Washington-chartered savings bank to a Federal-chartered stock savings bank (the "federal savings bank") subject to the statutes, rules and regulations of t he Federal Home Loan Bank Board and the State of Washington. The following actions will take place under the Plan of Conversion: 1. The Plan of Conversion must be adopted by the Board of Directors of the Bank and by the holders of a majority of the shares represented in person or by proxy at a Meeting of Shareholders held to adopt this Plan of Conversion. 2. The federal savings bank will operate under a Federal Stock Charter and its corporate title will be Savings Bank of Puget Sound, FSB. The Bank will continue to be insured by the Federal Deposit Insurance Corporation. 3. The federal savings bank will issue shares of its capital stock to all of the holde rs of permanent capital stock of the Bank in an amount equal to the number of shares of perm anent capital stock of the Bank presently held by such stockholders. Each holder of permanent capi tal stock of the Bank will receive the same number of shares of capital stock of the fede ral savings bank as such stockholder holds in the Bank on the date the Conversion is effectuated. 4. All saving accounts and time deposits of the Bank shall automatically be convert ed into savings accounts and time deposits of the federal savings bank, in identical amounts a s those issued by the Bank, and in the case of time deposits, such deposits of the federal savi ngs bank shall bear an interest rate and carry a maturity date, respectively, of the ti me deposits issued by the Bank. 5. No change in the reserves, undivided profits accounts, capital stock and capital surplus accounts, creditor obligations, withdrawable accounts, assets or any other item contained therein is intended or shall result from the Conversion. Appropriate reserves and surplus are therefore provided for the federal savings bank. 6. Upon effectuation of the Conversion, the federal savings bank shall be deemed to be a continuation of the entity of the Bank so converted, and all property of the Bank, including i ts rights, titles and interests in and to all property of whatever kind, whether real, pe rsonal or mixed, and things or choses in action, and every right, privilege, interest and asset then existing, or pertaining to it, or which may inure to it, shall vest in and continue to be the same such property of the federal savings bank. 7. All creditor obligations of the Bank will be satisfied in full or assumed by the Federa l savings bank. All pending actions and other judicial proceedings to which the Bank is a part, shall continue to be pending actions and proceedings of the federal savings bank. REINCORPORATION§ 8.305 February/March 1986 8-219 8. All passbooks, certificates of deposit, loan documents, agreements, and other instruments of the Bank shall continue with full validity and effect as obligations of the federal savings bank. § 8,305PROXY STATEMENTS: STRATEGY & FORMS 8-218 © 1986 Jefren Publishing Company, Inc. 9. The home office of the federal savings bank shall be located at: 815 Second Avenue, , Seattle , (Street Address) (Town or City) King, , Washington , (County) (State) and its branch and other offices shall be maintained at each of the locations set forth in Exhibit 1 attached to this Plan of Conversion.* 10. Upon Conversion, the federal savings bank shall operate under the form of proposed Charter and Bylaws attached hereto as Exhibits 2 and 3, respectively, which are inc orporated herein by reference.* 11. The Bank, in order to perfect the Conversion, will carry out all of the requirements of the rules and regulations for federal savings banks as may be imposed by the Federal Home L oan Bank Board as a condition of Conversion. 12. In connection with the Conversion, the directors and officers of the Bank will become directors and officers, respectively, of the federal savings bank. 13. In the event of any conflict between this Plan of Conversion and any applicable Washington State or federal law or regulation, such law or regulation shall prevail. 14. Notwithstanding approval of this Plan of Conversion by the Federal Home Loan Bank Board, the Directors of Savings Bank of Puget Sound and/or the shareholders of Savings Bank of Puget Sound, the Conversion may be abandoned and this Plan of Conversion terminated at any time prior to the final approval from the Federal Home Loan Bank Beard of the Conve rsion by vote of the Board of Directors of Savings Bank of Puget Sound. __________________ *Note: Exhibits 1 and 3 have been omitted from these proxy materials.