EXHIBIT 10.9


 


STERLING FINANCIAL CORPORATION


AND STERLING SAVINGS BANK


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


Sterling Financial
Corporation and Sterling Savings Bank hereby adopt the Sterling Financial
Corporation and Sterling Savings Bank Supplemental Executive Retirement Plan
(the “Plan”), effective as of January 1, 2002.


 


I. 
PURPOSE


 


The purpose of the Plan is to
provide retirement benefits for highly compensated key executives of Sterling
to supplement the benefits under any plans qualified under Section 401(a) of
the Internal Revenue Code.


 


II. 
DEFINITIONS


 


2.0                                 “Annual
Salary” shall be the salary amount listed for each Participant in the
Participant’s Beneficiary Designation and Acknowledgment Form.


 


2.1                                 “Beneficiary”
means a person, designated under Section 3.9 by a Participant to receive any
retirement benefits pursuant to this Plan in the event of Participant’s death.


 


2.2                                 “Beneficiary
Designation and Acknowledgment Form” shall mean the beneficiary designation and
acknowledgment form substantially in the form attached hereto as Exhibit 1.


 


2.3                                 “Board”
shall mean the Board of Directors of Sterling.


 


2.4                                 “Change
In Control” shall mean:


 


(i)                                     the
acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person (within the meaning of the Securities Exchange Act of 1934 and the
rules of the Securities and Exchange Commission thereunder as in effect on the
date of this Plan), other than Sterling, a Subsidiary or any employee benefit
plan of Sterling or its Subsidiaries, of shares representing more than 25% of
the aggregate voting power of Sterling’s voting securities;


 


(ii)                                  a change of
twenty-five percent (rounded to the next whole person) in the membership of the
Board of Directors of Sterling or any successor within a twelve-month period,
unless the election or nomination for election by shareholders of each new
director within such period is approved by the vote of


 

















 


eighty-five percent (rounded to the next
whole person) of the directors then still in office who were in office at the
beginning of the said twelve-month period;


 


(iii)                               the good-faith
determination by the Board, in its sole discretion, that any Person (other than
a Subsidiary or any employee benefit plan of Sterling or its Subsidiary) has
acquired direct or indirect possession of the power to direct or cause to
direct the management or policies of Sterling, whether through the ability to
exercise voting power, by contract or otherwise;


 


(iv)                              the merger,
consolidation, share exchange or similar transaction between Sterling and
another Person, (other than a Subsidiary) other than a merger in which Sterling
is the surviving corporation; or


 


(v)                                 the sale or
transfer (in one transaction or a series of related transactions) of all or
substantially all of Sterling’s assets to another Person (other than a
Subsidiary) whether assisted or unassisted, voluntary or involuntary.


 


2.5                                 “Class”
shall mean one of the three classes under “Normal Retirement Benefit” to which
a Participant may be assigned by the Committee.


 


2.6                                 “Committee”
shall mean the Personnel Committee of the Board.


 


2.7                                 “Disability
or Disabled” means Disability or Disabled as determined under Sterling’s
long-term or permanent disability insurance policy then in effect.


 


2.8                                 “Early
Retirement Benefit” shall mean the Normal Retirement Benefit multiplied by the
Early Retirement Reduction Percentage.


 


2.9                                 “Early
Retirement Reduction Percentage” is 5% annually for each year the Participant’s
Retirement date precedes his Normal Retirement Age (e.g., the Early Retirement
Reduction Percentage is 5% for a Participant retiring the year prior to
obtaining Normal Retirement Age).  The
Early Retirement Reduction Percentage is not to exceed 50%.   No Early Retirement Reduction Percentage
will be applied to the benefits of those Participants who have completed 25
years of Service.


 


2.10                           “Employee”
shall mean any person who is in the regular full time employment of Sterling as
determined by the personnel policies of Sterling.


 


2.11                           “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and
includes applicable Department of Labor regulations.


 


2.12                           “Internal
Revenue Code” shall mean the Internal Revenue Code of 1986 as currently
effective or subsequently amended.


 


2.13                           “Normal
Retirement Age” shall mean 671⁄2 in the case of Class I Participants and 65 in
the case of Class II and III Participants.


 


2

















 


2.14                           “Normal
Retirement Benefit” shall mean a series of annual payments (payable in monthly
installments) over a number of years as set forth in the following table, as
determined by the Class to which the Committee assigns a Participant,
multiplied by the Vesting Percentage:


 


	
   

  	
   

  	
  Percentage
  of

  Annual Salary

  To be Received

  	
   

  	
  Number of

  Annual

  Payments

  	
   

  	
  Payments

  Commencing

  at Age

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class I

  	
   

  	
  60

  	
   

  	
  15

  	
   

  	
  67 1/2

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class II

  	
   

  	
  50

  	
  (1) 

  	
  15

  	
   

  	
  65

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class III

  	
   

  	
  40

  	
  (2) 

  	
  10

  	
   

  	
  65

  	
   

  



 












(1)          Percentage
increases to 52%, 54%, 56%, 58% and 60% on the first through fifth
anniversaries of the date on which the Participant entered the Plan.


(2)          Percentage
increases to 42%, 44%, 46%, 48% and 50% on the first through  anniversaries of the date on which the
Participant entered the Plan.


 


2.15                           “Participant”
shall mean an Employee who has been assigned to a specific Class under this
Plan by the Committee and who has executed a Beneficiary Designation and
Acknowledgment Form.  Participant
includes any former Participant who has a retirement benefit payable hereunder
which has not been wholly paid.


 


2.16                           “Plan” shall mean this Sterling Financial Corporation and Sterling
Savings Bank Supplemental Executive Retirement Plan as it may be amended from
time to time.


 


2.17                           “Present
Value” shall be determined by discounting the future benefit payments using a
discount rate of 7 percent.


 


2.18                           “Retirement”
means the Participant’s termination of Service with Sterling, within the
meaning of Sections 3.0, 3.1, 3.2, or 3.3 below.


 


2.19                           “Service”
means employment by Sterling as an Employee, including employment prior to the
adoption of this Plan.


 


2.20                           “Sterling”
shall mean Sterling Financial Corporation, a Washington Corporation, and
Sterling Savings Bank, a Washington Savings and Loan, each of their corporate
affiliates that participate in the Plan and their respective successors.


 


2.21                           “Subsidiary”
means any corporation (whether now or hereafter existing) which constitutes a
“subsidiary” of Sterling within the meaning of Section 424(f) of the Internal
Revenue Code.


 


3

















 


2.22         “Vesting Percentage” is as follows:


 




	
  Years of Service with Sterling

  	
   

  	
  Percent of Benefit

  Vested

  	
   

  
	
  1 Year of Service but less than 2 

  	
   

  	
  10%

  	
   

  
	
  2 Years of Service but less than 3

  	
   

  	
  20%

  	
   

  
	
   3
  Years of Service but less than 4 

  	
   

  	
  30%

  	
   

  
	
  4 Years of Service but less than 5

  	
   

  	
  40%

  	
   

  
	
   5
  Years of Service but less than 6 

  	
   

  	
  50%

  	
   

  
	
  6 Years of Service but less than 7 

  	
   

  	
  60%

  	
   

  
	
  7 Years of Service but less than 8 

  	
   

  	
  70%

  	
   

  
	
  8 Years of Service but less than 9

  	
   

  	
  80%

  	
   

  
	
   9
  Years of Service but less than 10 

  	
   

  	
  90%

  	
   

  
	
  10 Years of Service

  	
   

  	
  100%

  	
   

  






 


III. 
PLAN BENEFITS


 


3.0                                 Normal
Retirement:  As of the Normal
Retirement Age, a Participant in Service shall be eligible to retire and
commence receiving payment of his Normal Retirement Benefit on the first day of
the month following Retirement.


 


3.1                                 Delayed
Retirement:  In the event a
Participant remains in Service following the Normal Retirement Age, the date he
actually terminates Service for reasons other than death or Disability shall be
his delayed retirement date  (“Delayed
Retirement Date”).  On the first day of
the month following the Delayed Retirement Date, a Participant shall commence
receiving payment of his Normal Retirement Benefit.


 


3.2                                 Early
Retirement:  Subject to all the
other provisions of the Plan, in the event a Participant’s employment with
Sterling terminates prior to the Normal Retirement Age for any reason other
than death or Disability, he shall receive an Early Retirement Benefit but
payments of the Early Retirement Benefit will commence on the first day of the
month following Participant’s Normal Retirement Age.


 


3.3                                 Disability
Retirement: In the event a Participant in Service becomes Disabled prior to
Normal Retirement Age, he will be credited with Service until either his
Disability ceases or he attains Normal Retirement Age, whichever is earlier.  If the Participant ceases to be Disabled
prior to the Normal Retirement Age, the Participant shall be deemed to have
terminated Service with Sterling as of the date he ceased to be Disabled and
will commence receiving payments of the Early Retirement Benefit, unless he
resumes Service with Sterling at such time. 
As of the first day of the month following Normal Retirement Age,
Participant will commence receiving payments of his Normal Retirement Benefits.


 


4

















 


3.4                                 Death
Due to Suicide: In the event a Participant commits suicide within 2 years
of the Participant’s execution of a Beneficiary Designation and Acknowledgment
Form, Sterling shall have no obligation of any nature whatsoever to the
Participant or Beneficiary under this Plan.


 


3.5                                 Death
While In Service or after Disability: 
In the event a Participant dies while in Service or during the
continuation of a Disability and prior to the receipt of retirement benefits,
then the retirement benefit of the Participant shall be the Present Value of
the Normal Retirement Benefit, except that the Normal Retirement Benefit will
not be reduced by the application of the Vesting Percentage.  Such retirement benefit shall be payable in
monthly installments commencing on the first day of the month following the
Participant’s death.


 


3.6                                 Death
Following Commencement of Benefit Payments:  In the event a Participant dies following commencement of
retirement benefit payments under this Plan, any remaining payments shall be
made to the Beneficiary of the Participant.


 


3.7                                 Death
Following Early Retirement: In the event a Participant dies following Early
Retirement and his retirement benefit payments have not commenced, his Early
Retirement Benefit will be made to the Beneficiary, payable in monthly
installments commencing on the first day of the month following the
Participant’s death.


 


3.8                                 No
Trust:  Sterling intends this Plan
to be an unfunded plan maintained primarily to provide supplemental retirement
benefits for a select group of management or highly compensated employees
within the meaning of ERISA and the Internal Revenue Code and intends this Plan
to be exempt from parts 2, 3, and 4, of Title I of ERISA.  Sterling’s obligation to pay benefits under
this Plan is an unsecured promise to pay. 
Sterling shall not be obligated under any circumstances to fund its
financial obligations under this Plan prior to the date any benefits become
payable pursuant to the terms of this Plan, and neither Sterling, members of
the Board or Committee, nor any other person shall be deemed to be a trustee of
any amounts to be paid under the Plan. 
No Participant or Beneficiary shall have any right, title, or interest
whatsoever in or to any insurance, reserves, accounts, or funds that Sterling
may purchase, establish, or accumulate to aid in providing benefits under the
Plan.  Nothing contained in the Plan,
and no action taken pursuant to its provisions, shall create a trust or
fiduciary relationship of any kind between Sterling, the Board or the
Committee, on one hand and a Participant, Beneficiary, or any other person on
the other hand.


 


3.9                                 Designation
of Beneficiary:  Each Participant
shall have the right to designate Beneficiaries who are to succeed to his
contingent right to receive benefits payments hereunder in the event of his
death.  In case of a failure to
designate, or in the case of the death of a designated Beneficiary without a
designated successor, distribu­tions shall be made to a Participant’s surviving
spouse or, if none, to his estate.  No
designation of Beneficiary or change thereof shall be valid unless a
replacement Beneficiary Designation and Acknowledgment Form is signed by the
Participant, dated and filed with the Committee.


 


5

















 


IV. 
CHANGE IN CONTROL


 


4.0                                 Change
in Control:  If a Change In Control
of Sterling occurs while the Participant is in Service, and if within 3 years
following such Change In Control (i) the employment of the Participant is
terminated as a result of such Change In Control, or (ii) the Plan is
terminated, then the retirement benefit of the Participant, determined as of
the date the event described in (i) or (ii) occurs, shall be the Present Value
of the Normal Retirement Benefit, except that the Normal Retirement Benefit
will not be reduced by the application of the Vesting Percentage.  Instead, the benefit will be reduced by
5%  for each of the Participant’s
completed Service  years  less than 20.  Such retirement benefit shall be payable in a lump sum within 90
days of the event described in (i) or (ii) to the Participant if he is living,
or if not living the Beneficiary. 
Notwithstanding the foregoing, the Participant or the Beneficiary may
elect to receive benefits over a 10-year period in equal annual payments.


 


4.1                                 Termination
Following Change in Control: 
Notwithstanding any provisions in this Plan to the contrary, if the
Participant’s employment with Sterling is terminated within 3 years following a
Change In Control of Sterling, such termination of employment shall be deemed
to be as a result of the Change In Control of Sterling for purposes of this
Section 4 unless such termination is because of his death, Disability, or
Retirement.


 


4.2                                 Exclusive
Benefit:  A Participant’s receipt of
benefits under this Section 4 shall be in lieu of all other benefits provided
under the Plan.


 


V. 
TERMINATION


 


5.0                                 Termination
for Cause:  Notwithstanding any
contrary provision of this Plan, in the event a Participant’s employment is
terminated for cause there shall be no benefits accrued or paid under the Plan
to the Participant or Beneficiary. 
Cause, prior to a Change In Control, shall mean a determination by the
Board in its absolute discretion, that a Participant has engaged in dishonest
or fraudulent action in the performance of his duties for Sterling.  Cause, following a Change In Control shall
mean conduct that would violate the Criminal Code of the State of Washington.


 


5.1                                 Non-compete
Clause:  Notwithstanding any
contrary provision of this Plan, the right of a Participant to any benefits
under this Plan will be forfeited if for a period of one year following
termination of Service, Participant without express prior written approval of
Sterling directly or indirectly owns or holds any proprietary interest in any
corporation, partnership, sole proprietorship or other entity engaged in
competition with Sterling (a “Competitor”), or if after a period of two years
following termination of employment, the Participant, without prior written
consent of Sterling (a) solicits for the account of any Competitor, any
customer or client of Sterling; (b) acts on behalf of any Competitor to
interfere with the relationship between Sterling and its Employees; or (c)
solicits Employees for new employment. 
For purposes of this Section 5.1, (i) the term “proprietary interest”
means legal or equitable ownership, whether through stockholdings or otherwise,
of greater than a 20% equity interest in a business, firm or entity, and (ii)
an


 


6

















 


entity shall
be considered to be “engaged in competition” if such entity is, or is a holding
company for a bank, savings and loan association or other financial services
business engaged in a business that competes with Sterling in the states of Washington,
Idaho, Montana or Oregon.


 


VI. 
DISTRIBUTIONS


 


6.0                                 Method
of Payment:  Retirement benefits
shall be payable in monthly installments.


 


6.1                                 Acceleration
of Benefit Payments:  The Committee
shall have the right, in its absolute discretion, to accelerate any payments
being made hereunder.  If it is decided
to accelerate the benefit payments, the prepayment amount will be the Present
Value of the Participant’s benefit payments. 
Any prepayment shall be in full satisfaction of the obligation hereunder
to the Participant or Beneficiary to the extent thereof.


 


VII. 
PLAN ADMINISTRATION


 


7.0                                 Administration:  This Plan shall be administered for Sterling
by persons or entities designated by the Committee to administer the Plan (the
“Designee”).  Subject to the discretion
of the Board and the Committee, the Designee shall have the authority to
control and manage the operation and administration of the Plan.  In the event that an overpayment is made, or
in the event the retirement benefit is paid to an individual who is not
entitled to the retirement benefit under the Plan, the Designee shall take all
reasonable steps as soon as practicable to adjust future payments, to recover
the overpayment, including the institution of judicial proceedings.


 


7.1                                 Committee
– Specific Authority:  The authority
of the Committee shall include, without limitation, the power:


 


(A)          To amend or modify this Plan, provided
that any such amendment or modification may not reduce the then Early
Retirement Benefit of the Participant;


 


(B)           To terminate this Plan, provided that
any such termination may not reduce the retirement benefits of a Participant
then in Service, which he shall be entitled to receive commencing at Normal
Retirement Age in lieu of any other benefit under this Plan.


 


(C)           To authorize the Designee to
administer the claims procedure to the extent provided in Section 8.


 


(D)          To
interpret the provisions of this Plan.


 


7.2                                 Required
Information to Designee:  Each
Participant will furnish to the Designee such information as the Designee
considers necessary or desirable for purposes of administering the Plan, and
the revisions of the Plan respecting any payments under it are conditional upon
the Participant’s furnishing promptly true, full and complete


 


7

















 


information as
the Designee may request. Such representation shall be binding upon any party
seeking to claim a benefit through a Participant.  Each Participant will submit proof of age to the Designee at such
time as required by the Designee.  The
Designee will, if proof of age is not submitted as required, make use of
conclusive evidence of any information as is deemed by it to be reliable.


 


VIII. 
CLAIMS PROCEDURE


 


The following claims procedure
shall apply with respect to this Plan:


 


8.0                                 Claims
Procedure:  Any claim for benefits
must initially be submitted in writing to the Designee, as defined in Section
7.0.  If the claim is denied, in whole
or in part, the claimant shall receive from the Designee notice in writing
setting forth the specific reasons for denial, with specific reference to
pertinent provisions of this Plan and a description of any additional material
or information necessary for the claimant to perfect the claim.  Notice shall be provided within 90 days of
the date the claim for benefits is received. 
If the Designee fails to notify the claimant of the decision in timely
manner, the claim shall be deemed denied as of the close of the initial 90-day
period.


 


8.1                                 Procedure
for Review:  Within 60 days
following receipt by the claimant of notice denying his claim, in whole or in
part, or if such notice shall not be given, within 60 days following the latest
date on which such notice timely could have been given, the claimant may appeal
the denial of the claim by filing a written application for review with the
Committee.  Following such request for
review, the Committee shall review the decision denying the claim.


 


8.2                                 Decision
on Review:  The decision on review
of a denied claim, in whole or in part, by the Designee shall be made in the
following manner:


 


(A)          Within 60 days following the
Committee’s receipt of the request for review, the Committee shall notify the
claimant in writing of its decision with regard to the claim.  If the decision on review is not furnished in
a timely manner, the claim shall be deemed denied as of the close of the
initial 60-day period.


 


(B)           With respect to a claim that is
denied, in whole or in part, the decision on review shall set forth specific
reasons for the decision.


 


(C)           The decision of the Committee shall
be final and conclusive.


 


8.3                                 Action
by Authorized Representative of Claimant: 
All actions set forth in this Section 8 to be taken by the claimant
likewise may be taken by a representative of the claimant duly authorized by
him to act on his behalf on such matters. 
The Designee and the Committee may require such evidence of the
representative’s authority to act as either the Designee or the Committee may
reasonably deem necessary or advisable.


 


8

















 


IX.  MISCELLANEOUS


 


9.0                                 Competence:  Every person receiving or claiming amounts
payable under this Plan shall be conclusively presumed mentally competent and
of legal age until the Committee receives a written notice, in a form, manner
and substance acceptable to it, that the person is incompetent or is a minor or
that a guardian or other person usually vested with care of the person’s estate
has been appointed.  In that case,
payments shall be made to the appointed person on behalf of the recipient.  Payment to such person or institution shall
be in full satisfaction of all claims by or through the Participant to the
extent of the amount thereof.


 


9.1                                 Lost
Distributees:  Notwithstanding any
contrary provision herein, a benefit shall be deemed forfeited if the Committee
is unable after a reasonable effort to locate the Participant or any party
claiming under or through him to whom payment is due; provided, however, that
such benefit shall be reinstated if a valid claim is made by or on behalf of
such person for the forfeited benefit.


 


9.2                                 Receipt
and Release for Payments:  Any
payment made from the Plan to or with respect to any Participant shall be in
full satisfaction of all claims hereunder against the Plan and Sterling with
respect to the Plan to the extent of such payment.  The recipient of any payment from the Plan may be required by the
Committee to execute a receipt and release thereto in such form as shall be
acceptable to the Committee as a condition precedent to such payment.


 


9.3                                 Employment
Not Guaranteed:  Nothing contained
in the Plan nor any action taken hereunder shall be construed as a contract of
employment or as giving any Participant any right to be retained in the employ
of Sterling, nor shall it interfere with the right of Sterling to discharge a
Participant or deal with him without regard to the effect thereof under the
Plan.


 


9.4                                 No
Liability:  Neither Sterling, the
Committee, the Board nor any affiliate of any of them shall be liable for any
action or determination made with respect to this Plan.


 


9.5                                 No
Guarantee of Tax Consequences: 
Neither Sterling nor the Committee makes any commitment or guarantee
that any federal or state tax treatment will apply or be available to any
Participant in the Plan.


 


9.6                                 Merger:
This Plan document including Exhibits constitute the full and entire
understanding with regard to this subject matter and may not be modified or
abrogated orally or by course of dealing, but only by another instrument in
writing duly executed by the Board.


 


9.7                                 Severability:  In the event any provision of this Plan
shall be held illegal, invalid or unenforceable for any reason, such provision
shall be fully severable, but shall not affect the remaining provisions of the
Plan, and the Plan shall be construed and enforced as if the illegal, invalid
or unenforceable provision had never been included herein.


 


9

















 


9.8                                 Benefits
Not Assignable:  Neither the
Participant nor Beneficiary may assign, transfer, anticipate or pledge the
benefits under this Plan, nor may they be subject to attachment or garnishment
of creditors.  Any attempt to assign,
transfer or pledge a Partici­pant’s benefits under this Plan is void.


 


9.9                                 Headings:  The headings and subheadings of the Plan
have been inserted for convenience of reference and are to be ignored in any
construction of the provisions hereof.


 


9.10                           Notice:  Any notices required or permitted to be
given under this Plan shall be sufficient if in writing and hand delivered or
sent by certified or registered mail, return receipt requested, to the
following addresses:


 


	
  To Sterling:

  	
  Sterling
  Financial Corporation and

  
	
   

  	
  Sterling
  Savings Bank

  
	
   

  	
  111 North
  Wall Street

  
	
   

  	
  Spokane,
  WA  99201

  
	
   

  	
   

  
	
  To
  Participant:

  	
  At the Participant’s Address on File with Sterling

  
	
  or at such
  other addresses as Sterling or a Participant may designate, from time to
  time, in writing.

  
			



 


9.11                           Governing
Law:  To the extent not superceded
by the laws of the United States, the Plan will be construed and enforced
according to the laws of Washington.


 


9.12                           Gender
Usage:  The use of the masculine
includes the feminine gender for all purposes of this Plan document.


 


9.13                           Exhibits:  Exhibits referred to herein shall be deemed
to be incorporated herein by reference.


 


X. 
EFFECTIVE DATE


 


10.0                           The
effective date of this Plan shall be January 1, 2002.


 


10

















 


IN WITNESS WHEREOF, the
Sterling Financial Corporation and Sterling Savings Bank Supplemental Executive
Retirement Plan, having been duly approved and adopted by the respective Board
of each entity, is executed on behalf of the Sterling on
                          
        , 2002.


 


 


	
   

  	
   

  	
  Sterling
  Financial Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  

  	
   

  
	
   

  	
   

  	
  Title: 

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Corporate
  Seal)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Sterling
  Savings Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  

  	
   

  
	
   

  	
   

  	
  Title: 

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Corporate
  Seal)

  	
   

  	
   

  



 


 


11

















 


Exhibit 1


STERLING FINANCIAL CORPORATION


and STERLING SAVINGS BANK


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


BENEFICIARY DESIGNATION


AND ACKNOWLEDGMENT FORM


 


Pursuant to
the Plan, in the event of the Participant’s death, the Participant designates
the following as the Beneficiaries to succeed to any rights the Participant may
have to receive benefit payments under this Plan:


 


	
  1.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  %*

  
	
  Beneficiary
  Name

  	
   

  	
  Address

  	
   

  	
  Social
  Security No.

  	
   

  	
  Percent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  %*

  
	
  Beneficiary
  Name

  	
   

  	
  Address

  	
   

  	
  Social
  Security No.

  	
   

  	
  Percent

  	
   

  



 


Furthermore,
Participant and Participant’s spouse hereby acknowledge:


 


(i)                                     that
the Participant has been assigned to Class       
and to an Annual Salary of $
                    
under the Plan;


 


(ii)                                  that
notwithstanding any oral or written descriptions of the Plan, the Plan
documents, as it may be amended from time to time, shall govern the Plan and
the Participant’s rights under the Plan.


 


	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant’s
  Spouse

  



 


* If the percentage for each
Beneficiary is not provided, the total benefit will be divided equally among
the living Beneficiaries designated.


 


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