EXECUTION COPY 

AMENDMENT NO. 1 TO 

EXCHANGE AGREEMENT 

AMENDMENT NO. 1 (this “Amendment”) dated as of May 5, 2010 to 

the Exchange Agreement between Sterling Financial Corporation, a Washington 

Corporation (the “Company”) and the United States Department of the Treasury 

(the “Investor”), dated as of April 29, 2010 (the “Exchange Agreement”). 

W I T N E S S E T H : 

WHEREAS, on April 29, 2010, (i) the Company and the Investor entered 

into the Exchange Agreement and (ii) the Company, on the one hand, and Thomas 

H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P. and Thomas 

H. Lee Parallel (DT) Fund VI, L.P., on the other hand (collectively, the “Anchor 

Investor”), entered into that certain Investment Agreement (the “Investment 

Agreement”); 

WHEREAS, pursuant to Section 5.12 of the Exchange Agreement, the 

Company will not agree to certain amendments to the Investment Agreement 

without the prior written consent of the Investor; 

WHEREAS, the Company and the Anchor Investor intend to amend and 

restate the Investment Agreement in its entirety substantially in the form attached 

hereto as Exhibit A (the “Amended and Restated Investment Agreement”); 

WHEREAS, the Investor desires to consent to such amendment and 

restatement of the Investment Agreement; and 

WHEREAS, in connection with the amendment and restatement of the 

Investment Agreement, the Company and the Investor desire to amend certain 

provisions of the Exchange Agreement as set forth herein. 

NOW, THEREFORE, in consideration of the mutual covenants and 

agreements contained in this Amendment, the parties hereby agree, and the 

Exchange Agreement is hereby amended, as follows: 

Section 1. Definitions; References. Unless otherwise specifically defined 

herein, each term used herein which is defined in the Exchange Agreement shall 

have the meaning assigned to such term in the Exchange Agreement. Each 

reference to “hereof,” “hereunder,” “herein” and “hereby” and each other similar 

reference and each reference to “this Agreement” and each other similar reference 

contained in the Exchange Agreement shall from and after the date hereof refer to 

the Exchange Agreement as amended hereby. 

Section 2. Consent to Amendment and Restatement of Investment 

Agreement. The Investor hereby consents to the amendment and restatement of 
2 

the Investment Agreement in the form of the Amended and Restated Investment 

Agreement. 

Section 3. Amendment to Exchange Agreement. The Exchange 

Agreement shall be amended to the effect that any reference in the Exchange 

Agreement (including, without limitation, the Annexes and Schedules thereto) to 

the “Investment Agreement” shall be a reference to the “Amended and Restated 

Investment Agreement between the Company, on the one hand, and Thomas H. 

Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P. and Thomas H. 

Lee Parallel (DT) Fund VI, L.P., on the other hand, dated as of May 5, 2010 (as 

amended or amended and restated from time to time in accordance with the terms 

of the Exchange Agreement)". 

Section 4. Governing Law. This Amendment and any claim, controversy 

or dispute arising under or related to this Amendment, the relationship of the 

parties, and/or the interpretation and enforcement of the rights and duties of the 

parties shall be enforced, governed, and construed in all respects (whether in 

contract or in tort) in accordance with the federal law of the United States if and 

to the extent such law is applicable, and otherwise in accordance with the laws of 

the State of New York applicable to contracts made and to be performed entirely 

within such State. 

Section 5. Effect of Amendments. Except as expressly set forth herein, the 

consent and amendments contained herein shall not constitute a consent, 

amendment or waiver of any provision of the Exchange Agreement, and all of 

such provisions shall remain in full force and effect and are hereby ratified and 

confirmed in all respects. 

Section 6. Counterparts; Effectiveness. This Amendment may be signed 

in any number of counterparts, each of which shall be an original, with the same 

effect as if the signatures thereto and hereto were upon the same instrument. This 

Amendment shall become effective as of the date first above written. 
[Signature Page to Amendment No. 1 to Exchange Agreement]

IN WITNESS WHEREOF, the undersigned have executed, or have caused 

to be executed, this Amendment as of the date first written above. 

STERLING FINANCIAL CORPORATION 

By: ___________________________________ 

Name: J. Gregory Seibly 

Title: President and Chief Executive Officer 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: ____________________________________ 

Name: 

Title: 
STERLING FINANCIAL CORPORATION

By:______________ 

Name:

Title:

UNITED STATES DEPARTMENT OF THE

TREASURY

Name:Title: Herbert M. AllisotiJr

AntStaryfcrPIincia3 Stability

[Signature Page to Amendment No. I to Exchange Agreement]
Exhibit A

Form of Amended and Restated Investment Agreement 

[see attached]