AMENDMENT TO EMPLOYMENT AGREEMENT

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                                                                  EXHIBIT 10.6


                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT

THIS AGREEMENT, made effective as of June 30, 1996, by and between STERLING
FINANCIAL CORPORATION ("Sterling") and XXXXXX X. XXXXXX (the "Executive"),


                                   WITNESSETH:

WHEREAS, the Executive and Sterling entered into an Employment
Agreement as of July 1, 1995; and

WHEREAS, the parties desire to amend the existing Employment Agreement
(the "Employment Agreement");

NOW THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto hereby agree as follows:

1.      ELIMINATION OF STOCK APPRECIATION RIGHTS.  The Executive hereby
        waives the right under the Employment Agreement to receive stock
        appreciation rights (SARs).

2.      RELEASE OF STOCK APPRECIATION RIGHTS.  The Executive hereby
        releases all SARs currently held by the Executive, including the
        right to exercise such SARs.

3.      CONSIDERATION.  In consideration of the said waiver and release
        the Executive will receive from Sterling the sum of $137,489.  The
        said sum shall be paid hereunder by an immediate payment of
        $27,489 in cash to the Executive and by a contribution of $110,000
        to Sterling's Deferred Compensation Plan for the benefit of the
        Executive.  Beginning in Sterling's fiscal year 1997 and for each
        fiscal year thereafter during the remaining term of the Employment
        Agreement, the Executive shall also be granted a minimum of 5,000
        stock options under Sterling's current stock option plan.  This
        grant of stock options shall be in addition to any other  grant of
        stock options to which the Executive is or may be entitled.

4.      MISCELLANEOUS.  Except as modified by this Agreement, the terms
        and conditions of the Employment Agreement shall remain in full
        force and effect.  Terms used but not otherwise defined herein


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        shall have the meanings ascribed to such terms in the Employment
        Agreement.


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IN WITNESS WHEREOF, and intending to be legally bound, Sterling has caused this
Amendment to Employment Agreement to be executed by its duly authorized
representatives and the Executive has signed this Amendment to Employment
Agreement, all as of the first date above written.

                                       STERLING FINANCIAL CORPORATION

                                       BY: /s/ Xxxxxx X. Xxxxxxxx
                                           ----------------------------------
                                           XXXXXX X. XXXXXXXX, Director and
                                           Chairman of Personnel Committee


ATTEST:

STERLING FINANCIAL CORPORATION

BY: /s/ Xxxxxx X. Xxxxx
    ----------------------------------
        XXXXXX X. XXXXX
        Senior Vice President-Finance


                                       EXECUTIVE:

                                       /s/ Xxxxxx X. Xxxxxx
                                       --------------------------------------
                                       XXXXXX X. XXXXXX