Investor Letter Agreement Sample Contracts

April 15, 2014 Umpqua Holdings Corporation One SW Columbia Street, Suite 1200 Portland, OR 97258 Sterling Financial Corporation Spokane, WA 99201 RE: Investor Letter Agreement

Investor Letter Agreement • April 22nd, 2014 • Warburg Pincus Private Equity X, L.P. • Savings institutions, not federally chartered • New York

• Contract Type
  Investor Letter Agreement
• Filed
  April 22nd, 2014
• Company
  Warburg Pincus Private Equity X, L.P.
• Industry
  Savings institutions, not federally chartered
• Jurisdiction
  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.

amendment to INVESTOR LETTER AGREEMENT

Investor Letter Agreement • May 19th, 2015 • Banner Corp • State commercial banks • Washington

• Contract Type
  Investor Letter Agreement
• Filed
  May 19th, 2015
• Company
  Banner Corp
• Industry
  State commercial banks
• Jurisdiction
  Washington

Reference is made to that certain Agreement and Plan of Merger, dated as of November 5, 2014, by and among SKBHC Holdings LLC (“Holdings”), Starbuck Bancshares, Inc. (“Starbuck”) and Banner Corporation (“Banner”, and such agreement, as amended from time to time, the “Merger Agreement”). Reference is further made to that certain investor letter agreement, dated as of November 5, 2014 (the “Original Agreement”), by and among GS Capital Partners VI Fund, L.P., GS Capital Partners VI GmBH & Co. KG, GS Capital Partners VI Offshore Fund, L.P. and GS Capital Partners VI Parallel, L.P. (collectively, the “Subject Sellers”) and Banner. Capitalized terms used not otherwise defined herein have the same meaning as in the Original Agreement.