Exhibit 10.1
    

    

    

    
      FEDERAL DEPOSIT INSURANCE CORPORATION
    

    
      WASHINGTON, D.C.
    

    
      WASHINGTON DEPARTMENT OF FINANCIAL INSTITUTIONS
    

    
      OLYMPIA, WASHINGTON
    

    

    

    
    	
           
        	

        	

        
	

        	
          )
        	

        
	
          In the Matter of
        	
          )
        	
          STIPULATION AND CONSENT
        
	

        	
          )
        	
          TO THE ISSUANCE
        
	
          STERLING SAVINGS BANK
        	
          )
        	
          OF AN ORDER
        
	
          SPOKANE, WASHINGTON
        	
          )
        	
          TO CEASE AND DESIST
        
	

        	
          )
        	

        
	
          (INSURED STATE NONMEMBER BANK)
        	
          )
        	
          FDIC-09-507b
        
	
           
        	
          )
        	

        


    

    

    

    
               Subject to the acceptance of this Stipulation and Consent to
      the Issuance of an Order to Cease and Desist (“Consent Agreement”) by
      the Federal Deposit Insurance Corporation (“FDIC”) and the Washington
      Department of Financial Institutions (“WDFI”), it is hereby stipulated
      and agreed by and between a representative of the Legal Division of
      FDIC, a representative of the WDFI, and Sterling Savings Bank, Spokane,
      Washington (“Bank”), as follows:
    

    
               1.        The Bank has been advised of its right to receive a
      Notice of Charges and of Hearing (“Notice”) 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 public
      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 (“RCW”), and has waived those rights.
    

    
               2.        The Bank, solely for the purpose of this proceeding
      and without admitting or denying any of the alleged charges of unsafe or
      unsound banking practices and any violations of law and/or regulations,
      hereby consents and agrees to the issuance of an Order to Cease and
      Desist (“Order”) by the FDIC and the WDFI.  The Bank further stipulates
      and agrees that such Order will be deemed to be an order which has
      become final under the Act and the RCW, and that said Order shall become
      effective upon its issuance by the FDIC and the WDFI, and fully
      enforceable by the FDIC and the WDFI pursuant to the provisions of the
      Act and the RCW.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
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               3.        In the event the FDIC and the WDFI accept the Consent
      Agreement and issue the Order, it is agreed that no action to enforce
      said Order in the United States District Court will be taken by the
      FDIC, and no action to enforce said Order in State Superior Court will
      be taken by the WDFI, unless the Bank or any institution-affiliated
      party, as such term is defined in section 3(u) of the Act, 12 U.S.C. §
      1813(u), has violated or is about to violate any provision of the Order.
    

    
               4.        The Bank hereby waives:
    

    
                         (a)       The receipt of a Notice;
    

    
                         (b)       All defenses in this proceeding;
    

    
                         (c)       A public hearing for the purpose of taking
      evidence on such alleged charges;
    

    
                         (d)       The filing of Proposed Findings of Fact and
      Conclusions of Law;
    

    
                         (e)       A recommended decision of an Administrative
      Law Judge; and
    

    
                         (f)       Exceptions and briefs with respect to such
      recommended decision.
    

    
      Dated: October 9, 2009
    

    
    	
          FEDERAL DEPOSIT INSURANCE
        	
           
        	
          STERLING SAVINGS BANK
        	

        
	
          CORPORATION, LEGAL DIVISION
        	

        	
          SPOKANE, WASHINGTON
        	

        
	
          BY:
        	

        	
          BY:
        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	
          /s/ Lorraine Y. Sumulong
        	

        	
          /s/ Creigh H. Agnew
        	

        
	
          Lorraine Y. Sumulong
        	

        	
          Creigh H. Agnew
        	

        
	
          Senior Regional Attorney
        	

        	

        	

        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
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          WASHINGTON DEPARTMENT OF
        	
           
        	

        	

        
	
          FINANCIAL INSTITUTIONS
        	

        	

        	

        
	
          BY:
        	

        	

        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	
          /s/ Brad Williamson
        	

        	
          /s/ Ned M. Barnes
        	

        
	
          Brad Williamson
        	

        	
          Ned M. Barnes
        	

        
	
          Director of Banks
        	

        	

        	

        
	

        	

        	

        	
           
        
	

        	

        	
          /s/ Rodney W. Barnett
        	

        
	

        	

        	
          Rodney W. Barnett
        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	
          /s/ Thomas H. Boone
        	

        
	

        	

        	
          Thomas H. Boone
        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	
          /s/ Harold B. Gilkey
        	

        
	

        	

        	
          Harold B. Gilkey
        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	
          /s/ Kermit K. Houser
        	

        
	

        	

        	
          Kermit K. Houser
        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	
          /s/ Marcus Lampros
        	

        
	

        	

        	
          Marcus Lampros
        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	
          /s/ Dianne E. Spires
        	

        
	

        	

        	
          Dianne E. Spires
        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	
          /s/ Heidi B. Stanley
        	

        
	

        	

        	
          Heidi B. Stanley
        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	
          /s/ William J. Wigglesworth
        	

        
	

        	

        	
          William J. Wigglesworth
        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	
          
             
          

        	
          
            Comprising the Board of Directors of
          

        	

        
	

        	

        	
          Sterling Savings Bank, Spokane,
        	

        
	

        	

        	
          Washington