8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 26, 2008 (November 25, 2008)

Washington Banking Company

(Exact name of registrant as specified in its charter)

Washington
(State or other jurisdiction of incorporation)

000-24503	91-1725825
(Commission File Number)	(IRS Employer Identification No.)

450 Bayshore Drive
Oak Harbor, WA 98277
(Address of principal executive offices) (Zip Code)

(360) 679-3121
(Registrant’s telephone number, including area code)

No Change
(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Item 8.01 Other Events

On November 25, 2008, Washington Banking Company and Frontier Financial Corporation announced by press release an agreement providing for the settlement and mutual release of claims related to the termination of their September 26, 2007 Agreement and Plan of Merger. Terms of the settlement were not disclosed. A copy of the release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

     Exhibit 99.1 Press Release dated November 25, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	WASHINGTON BANKING COMPANY
Date: November 26, 2008	By:	/s/ Richard A. Shields
		Richard A. Shields
		EVP and Chief Financial Officer

EX-99.1

Exhibit 99.1

Jack Wagner	John J. Dickson
President and CEO	President and CEO
Washington Banking Company	Frontier Financial Corporation
(360) 240-5156	(425) 514-0700

NEWS RELEASE

FRONTIER FINANCIAL CORPORATION AND
WASHINGTON BANKING COMPANY ANNOUNCE SETTLEMENT

EVERETT and OAK HARBOR, WASHINGTON — November 25, 2008 — Frontier Financial Corporation (NASDAQ: FTBK), the financial holding company for Frontier Bank, and Washington Banking Company (NASDAQ: WBCO), the financial holding company for Whidbey Island Bank, announced today that they have entered into an agreement providing for the settlement and mutual release of their claims against each other related to the termination of their September 26, 2007 Agreement and Plan of Merger. The terms of the settlement were not disclosed; however, neither party was required to make any payment to the other party.

Washington Banking Company is a bank holding company based in Oak Harbor, Washington, that operates Whidbey Island Bank, a state-chartered full-service commercial bank. Founded in 1961, Whidbey Island Bank provides various deposit, loan and investment services to meet customers’ financial needs. Whidbey Island Bank operates 19 full-service branches located in five counties in Northwestern Washington.

Frontier is a Washington-based financial holding company providing financial services through its commercial bank subsidiary, Frontier Bank. Frontier offers a wide range of financial services to businesses and individuals in its market area, including investment and insurance products.

Information herein may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. A variety of factors could cause actual results to differ from those expected at the time of this release. Investors are encouraged to read the SEC reports of Washington Banking Company and Frontier Financial Corporation, particularly the Forms 10-K for the Fiscal Year Ended December 31, 2007, for meaningful cautionary language discussion why actual results may vary from those anticipated by management.