April 15, 2014 Umpqua Holdings Corporation One SW Columbia Street, Suite 1200 Portland, OR 97258 Sterling Financial Corporation Spokane, WA 99201 RE: Investor Letter AgreementInvestor Letter Agreement • April 22nd, 2014 • Warburg Pincus Private Equity X, L.P. • Savings institutions, not federally chartered • New York
Reference is made to (i) the Investor Letter Agreement (the “Investor Letter Agreement”) dated as of September 11, 2013 by and between Sterling Financial Corporation, a Washington corporation (“Sterling”), Umpqua Holdings Corporation, an Oregon corporation (“Umpqua”) and Warburg Pincus Private Equity X, L.P., a Delaware limited partnership together with Warburg Pincus X Partners, L.P., an affiliated Delaware limited partnership (each, an “Investor” and collectively, the “Investors”), (ii) the Investment Agreement dated as of May 25, 2010 by and between Warburg Pincus Private Equity X, L.P. and Sterling, as amended (the “Investment Agreement”) and (iii) the Agreement and Plan of Merger dated as of September 11, 2013 by and between Sterling and Umpqua (the “Merger Agreement”). Capitalized terms used but not defined in this letter agreement shall have the meaning set forth in the Merger Agreement.
