0000950103-13-005466 Sample Contracts

RE: Investor Letter Agreement
Investor Letter Agreement • September 17th, 2013 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered

Reference is made to the Merger Agreement, dated as of the date hereof, between Sterling Financial Corporation (“Sterling”) and Umpqua Holdings Corporation (“Umpqua”) (the “Merger Agreement”); capitalized terms have the meanings ascribed to them in the Merger Agreement. Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (together with Warburg Pincus X Partners, L.P., an affiliated Delaware limited partnership, “Holder”) is a party to an Investment Agreement with Sterling, dated May 25, 2010, as amended (the “Investment Agreement”).

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RE: Investor Letter Agreement
Investor Letter Agreement • September 17th, 2013 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered

Reference is made to the Merger Agreement, dated as of the date hereof, between Sterling Financial Corporation (“Sterling”) and Umpqua Holdings Corporation (“Umpqua”) (the “Merger Agreement”); capitalized terms have the meanings ascribed to them in the Merger Agreement. The signatory hereto (“Holder”) is a party to a Second Amended and Restated Investment Agreement with Sterling, dated May 25, 2010, as amended (the “Investment Agreement”).

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