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EXHIBIT 10.1




FIRST AMENDMENT

TO

THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     This First Amendment to the Amended and Restated Employment Agreement (the “First Amendment”)
is made and entered into as of December 28, 2007, by and between Sterling Financial Corporation, a
Washington corporation (“Sterling”) and William W. Zuppe (the “Executive”). Capitalized terms used
herein that are not otherwise defined shall have the meaning attributed to such terms in the
Amended and Restated Employment Agreement, dated as of March 19, 2005 by and between Sterling and
Executive (the “Employment Agreement”).



WITNESSETH




     WHEREAS, on or about March 19, 2005, Sterling and Executive entered into the Employment
Agreement setting forth the terms and conditions of Executive’s employment with Sterling.



     WHEREAS, Executive is retiring from employment with Sterling but will continue to serve as
Chairman of the Board of Directors of Sterling Savings Bank as a non-employee director.



     WHEREAS, due to the final treasury regulations promulgated under Section 409A (“Section 409A”)
of the Internal Revenue Code of 1986, as amended (the “Code”), the parties desire to clarify
certain continuing rights and obligations under the Employment Agreement.



     NOW, THEREFORE, in consideration for their mutual promises and covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sterling and Executive agree that the Employment Agreement is amended and modified as
follows:



     1. Section 18, Survival of Benefits, is hereby amended by deleting the second full sentence
thereof and replacing it with the following:



          Anything to the contrary herein notwithstanding, following any Termination of
Employment, including retirement, but not following a Termination for Cause, for the
Executive’s lifetime, Sterling shall continue to provide the perquisites set forth in
Section 3(d)(i), (ii) and (iii), as well as medical, dental, disability and travel accident
insurance coverages for the Executive and his spouse to substantially the same extent as if
the Executive had continued in Sterling’s employ, subject to the terms and conditions
described in this Section 18.




          (a) For any reimbursements or in-kind benefits provided by Sterling after Executive’s
Termination of Employment, the following conditions apply:




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               (1) The benefit plan or reimbursement arrangement must provide an objectively
determinable non-discretionary definition of expenses eligible for reimbursement or the
in-kind benefits to be provided.



               (2) The benefit or expense eligible for reimbursement or in-kind benefit during a
particular calendar year may not affect the expenses eligible for reimbursement or in-kind
benefit provided in any other calendar year.



               (3) The reimbursement of an eligible expense must be made on or before the last day of
the calendar year following the calendar year in which the expense was incurred.



               (4) No reimbursement or in-kind benefit is subject to liquidation or exchange for
another benefit.



               (5) The amount of the dues and fees for Executive’s club memberships paid in each
calendar year shall equal only the amount actually charged by the respective club or
organization during the period.



               (6) The amount of reimbursement for tax preparation and financial planning related
expenses shall be subject to an annual cap of $20,000 and shall be limited to expenses
incurred in seeking advice and assistance from professionals licensed in the tax,
accounting, legal or financial service industries.



               (7) The amount of reimbursement for an annual physical examination of Executive by a
physician selected by Executive shall be limited to the actual charges incurred in
conjunction with such physical examination to the extent not otherwise reimbursed or paid
by insurance or Medicare.



               (8) The provision of medical, dental, disability and travel accident insurance
coverage shall be offset by the receipt of any alternative benefits under Medicare or
similar programs.



          (b) In accordance with the regulations under Section 409A of the Code, the provision of
benefits and payment of expenses during the first two calendar years following the calendar year in
which Executive’s Termination of Employment occurs (whether voluntary or otherwise), which expenses
or benefits must be paid to Executive prior to the end of the third calendar year following the
calendar year in which the Termination of Employment occurs, is an exception from the definition of
deferred compensation under Section 409A of the Code, and therefore is not subject to the rules and
restrictions under Section 409A of the Code, including, but not limited to, the six-month delay in
payment of benefits to specified employees. The provision of benefits and payment of expenses
during this initial period of time is intended to comply with such exception from the definition of
deferred compensation in the regulations under Section 409A of the Code.




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          (c) Notwithstanding Sections 18(a) and (b) above, with respect to each welfare benefit
provided after Termination of Employment that constitutes a health reimbursement arrangement
satisfying the requirements of Section 105 and Section 106 of the Code such that the benefits or
reimbursements provided under such arrangement are not includable in Executive’s income, the terms
and conditions of Sections 18(a) and (b) shall not apply to such benefits or reimbursements due to
the fact that such health reimbursement arrangement is exempt from Section 409A of the Code.




     2. No Implied Modification. Except as specifically provided in this First Amendment,
the terms of the Employment Agreement shall not be considered as modified, released, altered or
affected, and shall remain in full force and effect unless specifically canceled or amended by an
instrument in writing signed by Sterling and Executive.



     3. Counterparts. This First Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of which together shall be deemed one and
the same instrument.



[SIGNATURE PAGE FOLLOWS]




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     This First Amendment has been executed and delivered by Sterling and Executive as of the date
first set forth above.



	 	 	 	 	 	 	 
	 	 	STERLING FINANCIAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:

 
	 	/s/ Robert B. Larrabee
 

ROBERT B. LARRABEE
	 	 






	 	 	 	 	 
	ATTEST:	 	 
	 
	 	 	 	 
	STERLING FINANCIAL CORPORATION	 	 
	 
	 	 	 	 
	BY:

	 	/s/ Daniel G. Byrne
 

DANIEL G. BYRNE
	 	  
	 

	 	Executive Vice President — Finance	 	 






	 	 	 	 	 	 	 
	 

	 	 	 	/s/ William W. Zuppe
 

WILLIAM W. ZUPPE
	 	 






[SIGNATURE PAGE TO FIRST AMENDMENT TO THE

AMENDED AND RESTATED EMPLOYMENT AGREEMENT]





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