Item 1.01 Entry Into a Material Definitive Agreement.

Anchor Bancorp ("Company") and its wholly-owned financial institution subsidiary, Anchor Bank ("Bank"), are pleased to announce that the Order to Cease and Desist ("Order") that the Bank entered into with the Washington Department of Financial Institutions ("DFI") and the Federal Deposit Insurance Corporation ("FDIC") on August 12, 2009 was terminated effective September 5, 2012. On September 4, 2012, the Bank entered into a Supervisory Directive ("Directive") with the DFI as a result of the Bank's May 7, 2012 Report of Examination ("Report"). The Directive, which is significantly less restrictive than the Order, requires the Bank to:

· Provide written notice to the DFI's Director of Banks and the Regional Director of the FDIC of any proposed addition or replacement of any individual on the Board of Directors, or the employment any individual, or change in the responsibilities of any individual, to act as a senior executive officer;

· Increase its capital and maintain Tier 1 capital in such an amount as to equal or exceed 10.0% of the Bank's adjusted Part 325 total assets, with such amount to be in addition to a fully funded allowance for loan and lease losses and to be maintained during the life of the Directive;

· Not pay any dividends or any other form of payment or distribution representing a reduction of capital during the life of the Directive without prior written approval of the DFI's Director of Banks and the Regional Director of the FDIC;

· Revise, adopt and implement within 90 days of the effective date of the Directive a written three-year strategic plan to improve and sustain the Bank's profitability, improve its risk profile, and satisfactorily maintain capital;

· Take all necessary steps upon the effective date of the Directive to ensure that appropriate corrective actions are taken to reduce the level of adversely classified and criticized assets reflected in the Report, including the preparation and submission of a plan to the DFI and FDIC within 60 days of the effective date of the Directive;

· Implement an allowance for loan and lease losses policy and methodology as recommended in the Report within 90 days of the effective date of the Directive;

· Complete a cost study in compliance with ASC 310-20 within 120 days of the effective date of the Directive;

· Monitor compliance with investment limits and report results to the Bank's Board of Directors effective with the date of the Directive; and

· Provide written progress reports to the Director of Banks and the Regional Director of the FDIC within 30 days after the end of each quarter.

The provisions of the Directive will replace the Order and will remain in effect until lifted by the DFI.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is being furnished herewith and this list shall constitute the exhibit index:

99.1 Press release of Anchor Bancorp dated September 7, 2012

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