Sterling Financial Corp Watch

from 425 12 pages September 11, 2013 Umpqua Holdings Corporation One Sw Columbia Street, Suite 1200 Portland, or 97258 Sterling Financial Corporation 111 North Wall Street Spokane, Wa 99201 Re: Investor Letter Agreement

from 425 13 pages Reference Is Made to the Merger Agreement, Dated as of the Date Hereof, Between Sterling Financial Corporation (“Sterling”) and Umpqua Holdings Corporation (“Umpqua”) (The “Merger Agreement”); Capitalized Terms Have the Meanings Ascribed to Them in the Merger Agreement. Warburg Pincus Private Equity X, L.P., a Delaware Limited Partnership (Together With Warburg Pincus X Partners, L.P., an Affiliated Delaware Limited Partnership, “Holder”) Is a Party to an Investment Agreement With Sterling, Dated May 25, 2010, as Amended (The “Investment Agreement”)

from 8-K 13 pages Reference Is Made to the Merger Agreement, Dated as of the Date Hereof, Between Sterling Financial Corporation (“Sterling”) and Umpqua Holdings Corporation (“Umpqua”) (The “Merger Agreement”); Capitalized Terms Have the Meanings Ascribed to Them in the Merger Agreement. Warburg Pincus Private Equity X, L.P., a Delaware Limited Partnership (Together With Warburg Pincus X Partners, L.P., an Affiliated Delaware Limited Partnership, “Holder”) Is a Party to an Investment Agreement With Sterling, Dated May 25, 2010, as Amended (The “Investment Agreement”)

from 425 12 pages Reference Is Made to the Merger Agreement, Dated as of the Date Hereof, Between Sterling Financial Corporation (“Sterling”) and Umpqua Holdings Corporation (“Umpqua”) (The “Merger Agreement”); Capitalized Terms Have the Meanings Ascribed to Them in the Merger Agreement. the Signatory Hereto (“Holder”) Is a Party to a Second Amended and Restated Investment Agreement With Sterling, Dated May 25, 2010, as Amended (The “Investment Agreement”)

from 8-K 12 pages Reference Is Made to the Merger Agreement, Dated as of the Date Hereof, Between Sterling Financial Corporation (“Sterling”) and Umpqua Holdings Corporation (“Umpqua”) (The “Merger Agreement”); Capitalized Terms Have the Meanings Ascribed to Them in the Merger Agreement. the Signatory Hereto (“Holder”) Is a Party to a Second Amended and Restated Investment Agreement With Sterling, Dated May 25, 2010, as Amended (The “Investment Agreement”)

from 425 13 pages September 11, 2013 Umpqua Holdings Corporation One Sw Columbia Street, Suite 1200 Portland, or 97258 Sterling Financial Corporation 111 North Wall Street Spokane, Wa 99201 Re: Investor Letter Agreement

from 10-K 27 pages Sterling Savings Bank Deferred Compensation Plan Master Plan Document

from 8-K 2 pages 1. During Your Service as Non-Executive Chairman of the Board, You Will Receive an Annual Board Retainer of $150,000 in Accordance With Sterling’s Standard Practice for Director Fees. if You Step Down as Non-Executive Chairman of the Board, but Remain a Director of Sterling, Your Annual Retainer Will Be Reduced to the Current Amount Paid Other Directors. 2. During Your Additional Service as Chairman of the Compensation and Governance Committee of the Board, You Will Receive an Annual Cash Retainer of $10,000. 3. Reflecting the Extent of Your Duties and Time Commitment as Non-Executive Chairman of the Board, You Will Receive Additional Annual Compensation of $1,000,000, With 50% of That Amount Payable in Cash and 50% Payable in Stock Options

from 8-K 5 pages Sterling Financial Corporation Change in Control Plan Participation Agreement

from 8-K 11 pages Sterling Financial Corporation Change in Control Plan

from 10-K 15 pages Employment Agreement

from 10-K 13 pages Employment Agreement

from 10-K 16 pages Employment Agreement

from 8-K 2 pages January 21, 2011 Patrick J. Rusnak 2804 South Park Lane Spokane, Wa 99212 Dear Pat, • the Rsus May Not Vest Until the Employee Has Provided Services to the Tarp Recipient (Sterling) for at Least Two Years From the Date of Grant (Or, if Earlier, Upon a Change in Control Event or the Employee’s Death or Disability)

from 10-Q 2 pages October 19, 2010 Dave Depillo 30845 via Colinas Coto De Caza, Ca 92679 Dear Dave, Timing % Due Company Departure in 2010 66 % Departure in 2011 33 %

from 8-K 4 pages August 26, 2010 via Email Leslie S. Biller 10877 Wilshire Blvd., Ste. 1702 Los Angeles, Ca 90024 Dear Mr. Biller

from 8-K 85 pages Subscription Agreement

from 8-K 7 pages First Amendment to the Investment Agreement

from 8-K 7 pages First Amendment to the Second Amended and Restated Investment Agreement

from 8-K 139 pages Investment Agreement Dated as of May 25, 2010 Between Sterling Financial Corporation and Warburg Pincus Private Equity X, L.P