Form of Stockholders AgreementStockholders Agreement • December 9th, 2002 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
This Stockholders Agreement (the "Stockholders Agreement"), dated as of September 19, 2002, is made by each of the Persons listed on the signature pages attached hereto (individually, a "Stockholder", and collectively the "Stockholders"), and Sterling Financial Corporation ("Sterling").
WITHERSPOON, KELLEY, DAVENPORT & TOOLE, P.S. LETTERHEAD]Merger Agreement • December 9th, 2002 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered
We have acted as counsel to Sterling Financial Corporation ("Sterling"), a Washington corporation, in connection with the proposed merger (the "Merger") of Empire Federal Bancorp, Inc. ("Empire"), a Delaware corporation, with and into Sterling. Upon consummation of the Merger, Sterling shall be the surviving corporation. The Merger will be consummated pursuant to the Agreement and Plan of Merger, dated as of September 19, 2002, between Sterling and Empire (the "Merger Agreement"). For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement. At your request, this opinion is being delivered in connection with Sterling's Registration Statement on Form S-4 relating to the proposed Merger (the "Registration Statement") to which this opinion appears as an exhibit.
Form of Empire Affiliate AgreementEmpire Affiliate Agreement • December 9th, 2002 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered
EMPIRE FEDERAL BANCORP, INC. 123 South Main Street Livingston, Montana 59047 Attn: William H. Ruegamer President & Chief Executive Officer
