Exhibit 10.2
    

    

    

    
      FEDERAL DEPOSIT INSURANCE CORPORATION
    

    
      WASHINGTON, D.C.
    

    
      WASHINGTON DEPARTMENT OF FINANCIAL INSTITUTIONS
    

    
      OLYMPIA, WASHINGTON
    

    

    

    
    	
           
        	

        	

        
	

        	
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          In the Matter of
        	
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            ORDER TO CEASE AND DESIST
          

        
	
          STERLING SAVINGS BANK
        	
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          SPOKANE, WASHINGTON
        	
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            FDIC-09-507b
          

        
	

        	
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          (INSURED STATE NONMEMBER BANK)
        	
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               Sterling Savings Bank, Spokane, Washington (“Bank”), having
      been advised of its right to a Notice Of Charges And Of Hearing
      detailing the unsafe or unsound banking practices and violations of law
      and/or regulations alleged to have been committed by the Bank and of its
      right to a hearing on the alleged charges under section 8(b)(1) of the
      Federal Deposit Insurance Act (“Act”), 12 U.S.C. § 1818(b)(1), and
      Revised Code of Washington, Anno. § 30.04.450, and having waived those
      rights, entered into a Stipulation and Consent to the Issuance of an
      Order to Cease and Desist (“Consent Agreement”) with counsel for the
      Federal Deposit Insurance Corporation (“FDIC”), and with counsel for the
      Washington Department of Financial Institutions (“WDFI”), dated October
      9, 2009, whereby solely for the purpose of this proceeding and without
      admitting or denying the alleged charges of unsafe or unsound banking
      practices, the Bank consented to the issuance of an Order to Cease and
      Desist (“Order”) by the FDIC and the WDFI.
    

    
               The FDIC and the WDFI considered the matter and determined that
      they had reason to believe that the Bank had engaged in unsafe or
      unsound banking practices and violations of law and/or regulations.  The
      FDIC and the WDFI, therefore, accepted the Consent Agreement and issued
      the following:
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
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      ORDER TO CEASE AND DESIST
    

    
               IT IS HEREBY ORDERED, that the Bank, its institution-affiliated
      parties, as that term is defined in section 3(u) of the Act, 12 U.S.C. §
      1813(u), and its successors and assigns, cease and desist from the
      following unsafe and unsound banking practices, as more fully set forth
      in the joint FDIC and WDFI Report of Visitation dated June 29, 2009
      (“ROV”):
    

    
      (a)  operating with inadequate board of directors oversight;
    

    
      (b)  operating with inadequate capital in relation to the kind and
      quality of assets held by the Bank;
    

    
      (c)  operating with a large volume of poor quality loans; and
    

    
      (d)  operating in such a manner as to produce operating losses.  
    

    
               IT IS FURTHER ORDERED, that the Bank, its
      institution-affiliated parties, and its successors and assigns, take
      affirmative action as follows:
    

    
      1.  The Bank shall have and retain qualified management.
    

    
      (a)  Each member of executive management of the Bank shall have
      qualifications and experience commensurate with his or her duties and
      responsibilities at the Bank.  Management shall include the
      following:  (i) a chief executive officer; (ii) a chief financial
      officer; and (iii) a senior lending officer.  Each member of executive
      management of the Bank shall be provided appropriate written authority
      from the Board of Directors (“Board”) to implement the provisions of
      this Order.
    

    
      (b)  The qualifications of executive management shall be assessed on its
      ability to:
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
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      (i)  comply with the requirements of this Order;
    

    
      (ii)  operate the Bank in a safe and sound manner;
    

    
      (iii)  comply with applicable laws and regulations; and
    

    
      (iv)  restore all aspects of the Bank to a safe and sound condition,
      including asset quality, capital adequacy, earnings, management
      effectiveness, liquidity, and sensitivity to market risk.
    

    
      (c)  During the life of this Order, the Bank shall notify the Regional
      Director of the FDIC’s San Francisco Regional Office (“Regional
      Director”) and the Director of Banks of the Washington Department of
      Financial Institutions (“Director of Banks”) in writing when it proposes
      to add or replace any individual on the Board, or employ any individual
      to serve as a senior executive officer, or change the responsibilities
      of any existing senior executive officer to include the responsibilities
      of another senior executive officer position.  The term “senior
      executive officer” shall have the same meaning ascribed to it in Part
      303 of the FDIC’s Rules and Regulations, 12 C.F.R. § 303.101.  The
      notification shall include a completed Interagency Biographical and
      Financial Report and Interagency Change in Director or Senior Executive
      Officer and must be received at least 30 days before the addition,
      employment or change of responsibilities is intended to become
      effective.  The Regional Director and the Director of Banks shall have
      the power under the authority of this Order to disapprove the addition,
      employment or change of responsibilities of any proposed officer or
      director.
    

    
      (d)  The requirement to submit information and the prior disapproval
      provisions of this paragraph are based upon the authority of 12 U.S.C. §
      1818(b) and do not require the Regional Director and the Director of
      Banks to complete their review and act on any such information or
      authority within 30 days.  The Bank shall not add, employ or change the
      responsibilities of any proposed director or senior executive officer
      until such time as the Regional Director and the Director of Banks have
      completed their review.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
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      2.  Upon the effective date of this Order, the Board shall assure its
      on-going participation in the affairs of the Bank, including full
      responsibility for the approval of sound policies and objectives and for
      the supervision of all of the Bank’s activities, consistent with the
      role and expertise commonly expected for directors of banks of
      comparable size.  This participation shall include meetings to be held
      no less frequently than monthly at which, at a minimum, the following
      areas shall continue to be reviewed and approved: reports of income and
      expenses; new, overdue, renewal, insider, charged-off, and recovered
      loans; investment activity; liquidity and funds managements activities;
      operating policies; and individual committee actions.  The Board minutes
      shall continue to document these reviews and approvals, including the
      names of any dissenting directors.
    

    
      3. (a)          By December 15, 2009, the Bank shall increase its Tier 1
      capital by not less than $300 million, and shall thereafter maintain its
      Tier 1 capital in such an amount to ensure that the Bank’s leverage
      ratio equals or exceeds 10.0 percent.  Thereafter, in the event the Tier
      1 leverage capital ratio falls below 10.0 percent, the Regional Director
      and the Director of Banks shall be notified in writing, and capital
      shall be increased in an amount sufficient to meet the ratio required by
      this provision within 60 days.
    

    
          (b)          Within 60 days from the effective date of this Order,
      the Bank shall develop and adopt a plan (“Capital Plan”) to meet and
      maintain the capital requirements of this Order.   The Capital Plan
      shall detail the steps that the Bank shall take to achieve and maintain
      the capital requirements set forth in subparagraph 3(a) above.  In
      developing the Capital Plan, the Bank must take into consideration:  
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
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                          (i)       volume of the Bank’s adversely classified
      assets;
    

    
               (ii)      nature and level of the Bank’s asset concentrations;
    

    
               (iii)     adequacy of the Bank’s ALLL;
    

    
               (iv)      anticipated level of retained earnings;
    

    
               (v)       anticipated and contingent liquidity needs; and
    

    
               (vi)      source and timing of additional funds to fulfill
      future capital needs.
    

    
      The Capital Plan shall include a contingency plan in the event that the
      Bank has (i) failed to maintain the minimum capital ratio required by
      subparagraph 3(a); (ii) failed to submit an acceptable capital plan as
      required by this subparagraph; or (iii) failed to implement or adhere to
      a capital plan to which the Regional Director and the Director of Banks
      have taken no written objection pursuant to this subparagraph.  The
      contingency plan shall address other strategic alternatives, including
      but not limited to the sale of control or merger of the Bank.  The Bank
      shall implement the contingency plan upon written notice from the
      Regional Director and the Director of Banks.  The Capital Plan and its
      implementation shall be in a form and manner acceptable to the Regional
      Director and the Director of Banks as determined at subsequent
      examinations and/or visitations.
    

    
                         (c)       The level of capital to be maintained
      during the life of this Order shall be in addition to a fully funded
      allowance for loan and lease losses (“ALLL”), the adequacy of which
      shall be satisfactory to the Regional Director and the Director of Banks
      as determined at subsequent examinations and/or visitations.  Any
      increase in Tier 1 capital necessary to meet the requirements of this
      paragraph may not be accomplished through a deduction from the Bank’s
      ALLL or other reserves.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
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                         (d)       If all or part of the increase in capital
      required by this Order is accomplished by the sale of new securities
      issued by the Bank, the Bank’s Board shall adopt and implement a plan
      for the sale of such additional securities, including the voting of any
      shares owned or proxies held or controlled by them in favor of the
      plan.  Should the implementation of the plan involve a public
      distribution of the Bank’s securities, the Bank shall prepare offering
      materials fully describing the securities being offered, including an
      accurate description of the financial condition of the Bank and the
      circumstances giving rise to the offering, and any other material
      disclosures necessary to comply with the Federal securities laws.  Prior
      to the implementation of the plan and, in any event, not less than 20
      days prior to the dissemination of such materials, the plan and any
      materials used in the sale of the Bank’s securities shall be submitted
      to the FDIC, Registration, Disclosure and Securities Unit, 550 17th
      St. N.W., Washington, D.C. 20429, for review.  Any changes requested by
      the FDIC shall be made prior to dissemination.  If the increase in
      capital is provided by the sale of noncumulative perpetual preferred
      stock issued by the Bank, then all terms and conditions of the issue,
      including but not limited to those terms and conditions relative to
      interest rate and convertibility factor, shall be presented to the
      Regional Director and the Director of Banks for prior approval.
    

    
                         (e)       In complying with the provisions of this
      paragraph, the Bank shall provide to any subscriber and/or purchaser of
      the Bank’s securities, a written notice of any planned or existing
      development or other changes which are materially different from the
      information reflected in any offering materials used in connection with
      the sale of Bank securities.  The written notice required by this
      paragraph shall be furnished within 10 days from the date such material
      development or change was planned or occurred, whichever is earlier, and
      shall be furnished to every subscriber and/or purchaser of the Bank’s
      securities who received or was tendered the information contained in the
      Bank’s original offering materials.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
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                         (f)       For the purposes of this Order, the terms
      “leverage ratio” and “Tier 1 capital” shall have, the meanings ascribed
      to them in Part 325 of the FDIC’s Rules and Regulations, 12 C.F.R. §§
      325.2(m) and 325.2(v).
    

    
               4.        The Bank shall not pay cash dividends or make any
      other payments or distributions representing a reduction of Bank capital
      to its shareholder(s) without the prior written consent of the Regional
      Director and the Director of Banks.
    

    
               5.        Within 60 days from the effective date of this Order,
      the Board shall review and revise, if necessary, the appropriateness of
      the Bank’s ALLL and its comprehensive policy for determining an
      appropriate level of the ALLL.  For the purpose of this determination,
      an appropriate ALLL shall be determined after the charge-off of all
      loans or other items classified “Loss.”  The policy shall provide for a
      review of the ALLL at least once each calendar quarter.  Said review
      shall be completed in order that the findings of the Board with respect
      to the ALLL are properly reported in the quarterly Reports of Condition
      and Income.  The review shall focus on the accounting standards set
      forth in Financial Accounting Standard (“FAS”) 5 and FAS 114, the
      results of the Bank’s internal loan review, loan and lease loss
      experience, trends of delinquent and non-accrual loans, an estimate of
      potential loss exposure of significant credits, concentrations of
      credit, and present and prospective economic conditions.  A deficiency
      in the ALLL shall be remedied in the calendar quarter it is discovered,
      prior to submitting the Report of Condition, by a charge to current
      operating earnings.  The minutes of the Board meeting at which such
      review is undertaken shall indicate the results of the review.  The
      Bank’s policy for determining the adequacy of the Bank’s ALLL and its
      implementation shall be satisfactory to the Regional Director and the
      Director of Banks as determined at subsequent examinations and/or
      visitations.  
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
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               6.        (a)       Within 60 days from the effective date of
      this Order, the Bank shall develop a written plan, approved by its Board
      of Directors, for systematically reducing the level of nonperforming
      assets and assets listed on the Bank’s watchlist to an acceptable
      level.  The plan and its implementation shall be satisfactory to the
      Regional Director and the Director of Banks as determined at subsequent
      examinations and/or visitations.
    

    
                          (b)       As used in this paragraph the word
      "reduce" means:
    

    
      (i)  to collect;
    

    
      (ii)  to charge-off; or
    

    
      (iii)  to sufficiently improve the quality of assets on the watchlist to
      warrant their removal from the list, as determined by the FDIC and the
      WDFI.
    

    
                7.        Within
      60 days from the effective date of this Order, the Bank shall adopt and
      implement a policy to prohibit extending, directly or indirectly, any
      additional credit to, or for the benefit of, any borrower that has a
      loan or other extension of credit from the Bank that has been charged
      off or adversely classified, in whole or in part, as “Substandard,”
      “Doubtful,” or “Loss.”  Such policy may establish specific criteria in
      limited cases where such extensions of credit are prudent and designed
      to reduce or mitigate the risk of loss to the Bank.  Exceptions to the
      policy beyond the specific criteria shall require the prior approval of
      a majority of the Board or the Executive Credit Committee of the
      Bank.  Such policy and its implementation shall be satisfactory to the
      Regional Director and Director of Banks as determined at subsequent
      examinations and/or visitations.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
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               8.        Within 60 days from the effective date of this Order,
      the Bank shall develop or revise, adopt, and implement a written plan,
      approved by its Board and acceptable to the Regional Director and the
      Director of Banks, for systematically reducing the amount of loans or
      other extensions of credit advanced, directly or indirectly, to or for
      the benefit of, any borrowers in the “Commercial Real Estate”
      Concentration, with particular emphasis on those borrowers in the
      “Acquisition, Land Development, and Construction” lending area.  Such
      plan shall be in conformance with Appendix A of Part 365 of the FDIC’s
      Rules and Regulations, 12 C.F.R. Part 365, Appendix A; and Financial
      Institution Letter (“FIL”)-104-2006, Commercial Real Estate Lending
      Joint Guidance, dated December 12, 2006.
    

    
               9.        Within 120 days from the effective date of this
      Order, the Bank shall develop or revise, adopt, and implement a written
      three-year strategic plan to improve the Bank’s profitability and risk
      profile.  The plan shall address, at a minimum, goals and strategies for
      improving and sustaining the earnings of the Bank, and include:
    

    
                         (a)       Identification of the major areas in which,
      and means by which, the Board of Directors will seek to improve the
      Bank’s operating performance;
    

    
                         (b)       Realistic and comprehensive budgets;
    

    
                         (c)       A budget review process to monitor the
      income and expenses of the Bank to compare actual figures with budgetary
      projections; and
    

    
                         (d)       Description of the operating assumptions
      that form the basis for, and adequately support, major projected income
      and expense components.
    

    
      Such plan and its implementation shall be satisfactory to the Regional
      Director and the Director of Banks as determined at subsequent
      examinations and/or visitations.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
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               10.       Within 60 days from the effective date of this Order,
      the Bank shall develop or revise, adopt, and implement a written
      liquidity and funds management policy that adequately addresses
      liquidity needs and contingency funding, appropriately reduces the
      reliance on non-core funding sources, and complies with the Guidance on
      Liquidity Risk Management, FIL-84-2008, dated August 26, 2008.  Such
      policy and its implementation shall be satisfactory to the Regional
      Director and the Director of Banks as determined at subsequent
      examinations and/or visitations.
    

    
               11.      (a)       During the life of this Order, the Bank
      shall comply with the provisions of section 337.6 of the FDIC’s Rules
      and Regulations, 12 C.F.R. § 337.6.
    

    
                         (b)       Within 60 days from the effective date of
      this Order, the Bank shall submit to the Regional Director and the
      Director of Banks a written plan for reducing its brokered
      deposits.  The plan shall contain details as to the current composition
      of brokered deposits by maturity and explain the means by which such
      deposits will be reduced.  For purposes of this Order, brokered deposits
      are defined as described in section 337.6(a)(2) of the FDIC’s Rules and
      Regulations, 12 C.F.R. § 337.6(a)(2).  Such plan and its implementation
      shall be satisfactory to the Regional Director and the Director of Banks
      as determined at subsequent examinations and/or visitations.
    

    
               12.    Within 35 days of the end of the first quarter following
      the effective date of this Order, and within 35 days of the end of each
      quarter thereafter, the Bank shall furnish written progress reports to
      the Regional Director and the Director of Banks detailing the form and
      manner of any actions taken to secure compliance with this Order and the
      results thereof.  Such reports shall include a copy of the Bank’s
      Reports of Condition and Income.  Such reports may be discontinued when
      the corrections required by this Order have been accomplished and the
      Regional Director and the Director of Banks have released the Bank in
      writing from making further reports.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
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                  13.    Following the effective date of this Order, the Bank
      shall either provide a copy of the Order to its shareholder Sterling
      Financial Corporation or otherwise furnish a description of the Order in
      conjunction with the next board meeting of Sterling Financial
      Corporation, in which case such description shall fully describe the
      Order in all material respects.  Such a description and any accompanying
      communication, statement, or notice shall be sent to the FDIC, Division
      of Supervision and Consumer Protection, Accounting and Securities
      Disclosure Section, 550 17th Street, N.W., Washington, D.C.
      20429, at least 20 days prior to dissemination to shareholders.  Any
      changes requested to be made by the FDIC shall be made prior to
      dissemination of the description, communication, notice, or statement.
    

    
               This Order will become effective upon its issuance by the FDIC
      and the WDFI.  The provisions of this Order shall remain effective and
      enforceable except to the extent that, and until such time as, any
      provisions of this Order shall have been modified, terminated,
      suspended, or set aside by the FDIC and the WDFI.
    

    
               Pursuant to delegated authority.
    

    
               Dated at San Francisco, California, this 9th day of October,
      2009.
    

    

    

    
    	
          /s/ J. George Doerr
        	
           
        	
          /s/ Brad Williamson
        
	
          J. George Doerr
        	

        	
          Brad Williamson
        
	
          Deputy Regional Director
        	

        	
          Director of Banks
        
	
          
            Risk Management
          

          
            Division of Supervision and Consumer Protection
          

        	

        	
          
            Washington Department of Financial
          

          
            Institutions
          

        
	
          San Francisco Region
        	

        	

        
	
          Federal Deposit Insurance Corporation