0001193125-10-193555 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 20th, 2010 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • New York
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FIRST AMENDMENT TO THE INVESTMENT AGREEMENT
The Investment Agreement • August 20th, 2010 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • New York

This First Amendment (the “Amendment”) is entered into as of August 18, 2010 between Sterling Financial Corporation, a Washington corporation (the “Company”), and Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (the “Investor”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement (as defined below).

FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED INVESTMENT AGREEMENT
Investment Agreement • August 20th, 2010 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • New York

This First Amendment (the “Amendment”) is entered into as of August 18, 2010 between Sterling Financial Corporation, a Washington corporation (the “Company”), and Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership, Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership, and Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership (each, an “Investor” and collectively, the “Investors”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement (as defined below).

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