0000939057-13-000227 Sample Contracts

BANNER CORPORATION RESTRICTED STOCK AWARD AGREEMENT PERFORMANCE- BASED RESTRICTED STOCK
Restricted Stock Award Agreement • June 4th, 2013 • Banner Corp • State commercial banks

This Restricted Stock Award of Shares ("Restricted Stock") is granted by Banner Corporation ("Company") to [Name] ("Grantee") in accordance with the terms of this Restricted Stock Award Agreement ("Agreement") and subject to the provisions of the Banner Corporation 2012 Restricted Stock and Incentive Bonus Plan, as amended from time to time, and the 2013 Long-term Incentive Plan (together the "Plans"), which are incorporated herein by reference.

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BANNER CORPORATION RESTRICTED STOCK AWARD AGREEMENT TIME-BASED RESTRICTED STOCK
Restricted Stock Award Agreement • June 4th, 2013 • Banner Corp • State commercial banks

This Restricted Stock Award of Shares ("Restricted Stock") is granted by Banner Corporation ("Company") to [Name] ("Grantee") in accordance with the terms of this Restricted Stock Award Agreement ("Agreement") and subject to the provisions of the Banner Corporation 2012 Restricted Stock and Incentive Bonus Plan, as amended from time to time ("Plan"). The Plan is incorporated herein by reference.

BANNER CORPORATION
Incentive Bonus Award Agreement • June 4th, 2013 • Banner Corp • State commercial banks

This Incentive Bonus Award ("Award") is granted by Banner Corporation ("Company") to [Name] ("Grantee") in accordance with the terms of this Agreement ("Agreement") and subject to the provisions of the Banner Corporation 2012 Restricted Stock and Incentive Bonus Plan, as amended from time to time, and the 2013 Annual Incentive Plan (together the "Plans"), which are incorporated herein by reference.

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