0001193125-12-357631 Sample Contracts

5,738,637 SHARES STERLING FINANCIAL CORPORATION COMMON STOCK, HAVING NO PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • August 15th, 2012 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • New York

The U.S. Department of Treasury (the “Selling Shareholder”) proposes to sell 5,738,637 shares (the “Stock”) of common stock, having no par value (the “Common Stock”) of Sterling Financial Corporation, a Washington corporation (the “Company”). This agreement (the “Agreement”) is to confirm the agreement concerning the purchase of the Stock from the Selling Shareholder by the underwriters (the “Underwriters”) named in Schedule I attached to this Agreement.

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