0001193125-10-193555 Sample Contracts

FIRST AMENDMENT TO THE 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 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).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 20th, 2010 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • New York
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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