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Exhibit 10.6
 Sterling Savings Bank   Master Plan Document
 Effective April 1, 2006




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Sterling Savings Bank   Master Plan Document
 TABLE OF CONTENTS
 PageARTICLE 1
    
    Definitions
    
    
    1ARTICLE 2
    
    Selection, Enrollment, Eligibility
    
    
    52.1
    
    Selection by Committee
    
    
    52.2
    
    Enrollment and Eligibility Requirements; Commencement of Participation
    
    
    6ARTICLE 3
    
    Deferral Commitments/Company Contribution Amounts/Company Restoration Matching Amounts /Vesting/Crediting/Taxes
    
    
    73.1
    
    Minimum Deferrals
    
    
    73.2
    
    Maximum Deferral
    
    
    73.3
    
    Election to Defer; Effect of Election Form
    
    
    83.4
    
    Withholding and Crediting of Annual Deferral Amounts
    
    
    93.5
    
    Company Contribution Amount
    
    
    93.6
    
    Company Restoration Matching Amount
    
    
    93.7
    
    Crediting of Amounts after Benefit Distribution
    
    
    93.8
    
    Vesting
    
    
    103.9
    
    Crediting/Debiting of Account Balances
    
    
    103.10
    
    FICA and Other Taxes
    
    
    12ARTICLE 4
    
    Scheduled Distribution; Unforeseeable Emergencies
    
    
    124.1
    
    Scheduled Distribution
    
    
    124.2
    
    Postponing Scheduled Distributions
    
    
    134.3
    
    Other Benefits Take Precedence Over Scheduled Distributions
    
    
    134.4
    
    Withdrawal Payout/Suspensions for Unforeseeable Emergencies
    
    
    13ARTICLE 5
    
    Retirement Benefit
    
    
    145.1
    
    Retirement Benefit
    
    
    145.2
    
    Payment of Retirement Benefit
    
    
    14ARTICLE 6
    
    Termination Benefit
    
    
    156.1
    
    Termination Benefit
    
    
    156.2
    
    Payment of Termination Benefit
    
    
    15ARTICLE 7
    
    Disability Benefit
    
    
    157.1
    
    Disability Benefit
    
    
    157.2
    
    Payment of Disability Benefit
    
    
    15ARTICLE 8
    
    Death Benefit
    
    
    16
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Sterling Savings Bank   Master Plan Document
 8.1
    
    Death Benefit
    
    
    168.2
    
    Payment of Death Benefit
    
    
    16ARTICLE 9
    
    Beneficiary Designation
    
    
    169.1
    
    Beneficiary
    
    
    169.2
    
    Beneficiary Designation; Change; Spousal Consent
    
    
    169.3
    
    Acknowledgement
    
    
    169.4
    
    No Beneficiary Designation
    
    
    169.5
    
    Doubt as to Beneficiary
    
    
    169.6
    
    Discharge of Obligations
    
    
    17ARTICLE 10
    
    Leave of Absence
    
    
    1710.1
    
    Paid Leave of Absence
    
    
    1710.2
    
    Unpaid Leave of Absence
    
    
    17ARTICLE 11
    
    Termination of Plan, Amendment or Modification
    
    
    1711.1
    
    Termination of Plan
    
    
    1711.2
    
    Amendment
    
    
    1811.3
    
    Plan Agreement
    
    
    1811.4
    
    Effect of Payment
    
    
    18ARTICLE 12
    
    Administration
    
    
    1812.1
    
    Committee Duties
    
    
    1812.2
    
    Administration Upon Change In Control
    
    
    1912.3
    
    Agents
    
    
    1912.4
    
    Binding Effect of Decisions
    
    
    1912.5
    
    Indemnity of Committee
    
    
    1912.6
    
    Employer Information
    
    
    19ARTICLE 13
    
    Other Benefits and Agreements
    
    
    2013.1
    
    Coordination with Other Benefits
    
    
    20ARTICLE 14
    
    Claims Procedures
    
    
    2014.1
    
    Presentation of Claim
    
    
    2014.2
    
    Notification of Decision
    
    
    2014.3
    
    Review of a Denied Claim
    
    
    2114.4
    
    Decision on Review
    
    
    2114.5
    
    Legal Action
    
    
    21ARTICLE 15
    
    Trust
    
    
    21
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Sterling Savings Bank   Master Plan Document
 15.1
    
    Establishment of the Trust
    
    
    2115.2
    
    Interrelationship of the Plan and the Trust
    
    
    2215.3
    
    Distributions From the Trust
    
    
    22ARTICLE 16
    
    Miscellaneous
    
    
    2216.1
    
    Status of Plan
    
    
    2216.2
    
    Unsecured General Creditor
    
    
    2216.3
    
    Employers Liability
    
    
    2216.4
    
    Nonassignability
    
    
    2216.5
    
    Not a Contract of Employment
    
    
    2316.6
    
    Furnishing Information
    
    
    2316.7
    
    Terms
    
    
    2316.8
    
    Captions
    
    
    2316.9
    
    Governing Law
    
    
    2316.10
    
    Notice
    
    
    2316.11
    
    Successors
    
    
    2316.12
    
    Spouses Interest
    
    
    2416.13
    
    Validity
    
    
    2416.14
    
    Incompetent
    
    
    2416.15
    
    Court Order
    
    
    2416.16
    
    Distribution in the Event of Income Inclusion Under 409A
    
    
    2416.17
    
    Deduction Limitation on Benefit Payments
    
    
    2416.18
    
    Payments that would Violate a Covenant or Similar Contractual Requirement
    
    
    2516.19
    
    Payments that would Violate Federal Securities Laws or other Applicable Law
    
    
    2516.20
    
    Insurance
    
    
    2516.21
    
    Integration
    
    
    25
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Sterling Savings Bank   Master Plan Document
 STERLING SAVINGS BANK
DEFERRED COMPENSATION PLAN
 Purpose
  ARTICLE 1  Definitions
  1.1
    
    Account Balance shall mean, with respect to a Participant, an entry on the records of the
Employer equal to the sum of (i) the Deferral Account balance, (ii) the Company Contribution
Account balance, and (iii) the Company Restoration Matching Account balance. The Account
Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or his or her
designated Beneficiary, pursuant to this Plan.1.2
    
    Annual Deferral Amount shall mean that portion of a Participants Base Salary, Bonus,
Commissions and Director Fees that a Participant defers in accordance with Article 3 for any
one Plan Year, without regard to whether such amounts are withheld and credited during such
Plan Year. In the event of a Participants Retirement, Disability, death or Termination of
Employment prior to the end of a Plan Year, such years Annual Deferral Amount shall be the
actual amount withheld prior to such event.1.3
    
    Annual Installment Method shall be an annual installment payment over the number of years
selected by the Participant in accordance with this Plan, calculated as follows: (i) for the
first annual installment, the Participants vested Account Balance shall be calculated as of
the close of business on or around the Participants Benefit Distribution Date, as determined
by the Committee, and (ii) for remaining annual installments, the Participants vested Account
Balance shall be calculated on or around the first business day of each Plan Year following
the Plan Year in which the Participants Benefit Distribution Date occurs. Each annual
installment shall be calculated by multiplying this balance by a fraction, the numerator of
which is one and the denominator of which is the remaining number of annual payments due the
Participant. By way of example, if the Participant elects a ten (10) year Annual Installment
Method for the Retirement Benefit, the first payment shall be 1/10 of the vested Account Balance, calculated as
described in this definition. The following year, the payment shall be 1/9 of the vested
Account Balance, calculated as described in this definition.1.4
    
    Base Salary shall mean the annual cash compensation relating to services performed during
any calendar year, excluding distributions from nonqualified deferred compensation plans,
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Sterling Savings Bank   Master Plan Document
 bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses,
incentive payments, non-monetary awards, director fees and other fees, and automobile and
other allowances paid to a Participant for employment services rendered (whether or not such
allowances are included in the Employees gross income). Base Salary shall be calculated
before reduction for compensation voluntarily deferred or contributed by the Participant
pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to
include amounts not otherwise included in the Participants gross income under Code Sections
125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided,
however, that all such amounts will be included in compensation only to the extent that had
there been no such plan, the amount would have been payable in cash to the Employee.1.5
    
    Beneficiary shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 9, that are entitled to receive benefits under this Plan upon the
death of a Participant.1.6
    
    Beneficiary Designation Form shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee to designate one or
more Beneficiaries.1.7
    
    Benefit Distribution Date shall mean the date that triggers distribution of a Participants
vested Account Balance. A Participants Benefit Distribution Date shall be determined upon
the occurrence of any one of the following:
 (a)
    
    If the Participant Retires, his or her Benefit Distribution Date shall be the
later of (i) the first business day of the Plan Year following the Plan Year in which
the Participant Retires, or (ii) the last day of the six-month period immediately
following the date on which the Participant Retires; provided, however, in the event
the Participant changes his or her Retirement Benefit election in accordance with
Section 5.2(b), his or her Benefit Distribution Date shall be postponed in accordance
with Section 5.2(b); or(b)
    
    If the Participant experiences a Termination of Employment, his or her Benefit
Distribution Date shall be the last day of the six-month period immediately following
the date on which the Participant experiences a Termination of Employment; or(c)
    
    The date on which the Committee is provided with proof that is satisfactory to
the Committee of the Participants death, if the Participant dies prior to the complete
distribution of his or her vested Account Balance; or(d)
    
    The date on which the Participant becomes Disabled in accordance with the
definition provided in Section 1.24.
 1.8
    
    Board shall mean the board of directors of the Company.1.9
    
    Bonus shall mean any compensation, in addition to Base Salary and Commissions, earned by a
Participant for services rendered during a Plan Year, under any Employers annual bonus and
cash incentive plans.1.10
    
    Change in Control shall mean any change in control event as defined in accordance with
Code Section 409A and related Treasury guidance and Regulations.1.11
    
    Claimant shall have the meaning set forth in Section 14.1.
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Sterling Savings Bank   Master Plan Document
 1.12
    
    Code shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.1.13
    
    Commissions shall mean the cash commissions earned by a Participant from any Employer for
services rendered during a Plan Year, excluding Bonus or other additional incentives or awards
earned by the Participant.1.14
    
    Committee shall mean the committee described in Article 12.1.15
    
    Company shall mean Sterling Savings Bank, a Washington corporation, and any successor to
all or substantially all of the Companys assets or business.1.16
    
    Company Contribution Account shall mean (i) the sum of the Participants Company
Contribution Amounts, plus (ii) amounts credited or debited to the Participants Company
Contribution Account in accordance with this Plan, less (iii) all distributions made to the
Participant or his or her Beneficiary pursuant to this Plan that relate to the Participants
Company Contribution Account.1.17
    
    Company Contribution Amount shall mean, for any one Plan Year, the amount determined in
accordance with Section 3.5.1.18
    
    Company Restoration Matching Account shall mean (i) the sum of all of a Participants
Company Restoration Matching Amounts, plus (ii) amounts credited or debited to the
Participants Company Restoration Matching Account in accordance with this Plan, less (iii)
all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that
relate to the Participants Company Restoration Matching Account.1.19
    
    Company Restoration Matching Amount shall mean, for any one Plan Year, the amount
determined in accordance with Section 3.6.1.20
    
    Death Benefit shall mean the benefit set forth in Article 8.1.21
    
    Deferral Account shall mean (i) the sum of all of a Participants Annual Deferral Amounts,
plus (ii) amounts credited or debited to the Participants Deferral Account in accordance with
this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to his or her Deferral Account.1.22
    
    Director shall mean any member of the board of directors of any Employer.1.23
    
    Director Fees shall mean the annual fees payable in cash that are earned by a Director from
any Employer, including retainer fees and meetings fees, as compensation for serving on the
board of directors.1.24
    
    Disability or Disabled shall mean that a Participant is (i) unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period of not less
than 3 months under an accident or health plan covering employees of the Participants
Employer. For purposes of this Plan, a Participant shall be deemed Disabled if determined
to be totally disabled by the Social Security Administration, or if determined to be
disabled in accordance with the applicable disability insurance program of such
Participants Employer, provided that the
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Sterling Savings Bank   Master Plan Document
 definition of disability applied under such disability insurance
program complies with the requirements in the preceding sentence.1.25
    
    Disability Benefit shall mean the benefit set forth in Article 7.1.26
    
    Election Form shall mean the form, which may be in electronic format, established from time
to time by the Committee that a Participant completes, signs and returns to the Committee to
make an election under the Plan.1.27
    
    Employee shall mean a person who is an employee of any Employer.1.28
    
    Employer(s) shall mean Sterling Financial Corporation, the Company and/or any subsidiaries
of the Company (now in existence or hereafter formed or acquired) that have been selected by
the Board to participate in the Plan and have adopted the Plan as a sponsor.1.29
    
    ERISA shall mean the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time.1.30
    
    First Plan Year shall mean the period beginning April 1, 2006 and ending December 31, 2006.1.31
    
    401(k) Plan shall mean, with respect to an Employer, a plan qualified under Code Section
401(a) that contains a cash or deferral arrangement described in Code Section 401(k), adopted
by the Employer, as it may be amended from time to time, or any successor thereto.1.32
    
    Participant shall mean any Employee or Director (i) who is selected to participate in the
Plan, (ii) who submits an executed Plan Agreement, Election Form and Beneficiary Designation
Form, which are accepted by the Committee, and (iii) whose Plan Agreement has not terminated.1.33
    
    Plan shall mean the Sterling Savings Bank Deferred Compensation Plan, which shall be
evidenced by this instrument and by each Plan Agreement, as they may be amended from time to
time.1.34
    
    Plan Agreement shall mean a written agreement, as may be amended from time to time, which
is entered into by and between an Employer and a Participant. Each Plan Agreement executed by
a Participant and the Participants Employer shall provide for the entire benefit to which
such Participant is entitled under the Plan; should there be more than one Plan Agreement, the
Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all
previous Plan Agreements in their entirety and shall govern such entitlement. The terms of
any Plan Agreement may be different for any Participant, and any Plan Agreement may provide
additional benefits not set forth in the Plan or limit the benefits otherwise provided under
the Plan; provided, however, that any such additional benefits or benefit limitations must be
agreed to by both the Employer and the Participant.1.35
    
    Plan Year shall mean, except for the First Plan Year, a period beginning on January 1 of
each calendar year and continuing through December 31 of such calendar year.1.36
    
    Retirement, Retire(s) or Retired shall mean, with respect to an Employee, separation
from service with all Employers for any reason other than death or Disability, as determined
in accordance with Code Section 409A and related Treasury guidance and Regulations, on or
after the earlier of the attainment of (a) age sixty-five (65) or (b) age fifty-five (55) with
five (5) Years of Service; and shall mean with respect to a Director who is not an Employee,
separation from
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Sterling Savings Bank   Master Plan Document
 service as a Director with all Employers. If a Participant is both an Employee and a Director, Retirement shall not occur
until he or she Retires as both an Employee and a Director.1.37
    
    Retirement Benefit shall mean the benefit set forth in Article 5.1.38
    
    Scheduled Distribution shall mean the distribution set forth in Section 4.1.1.39
    
    Terminate the Plan, Termination of the Plan shall mean a determination by an Employers
board of directors that (i) all of its Participants shall no longer be eligible to
participate in the Plan, (ii) no new deferral elections for such Participants shall be
permitted, and (iii) such Participants shall no longer be eligible to receive company
contributions under this Plan.1.40
    
    Termination Benefit shall mean the benefit set forth in Article 6.1.41
    
    Termination of Employment shall mean the separation from service with all Employers,
voluntarily or involuntarily, for any reason other than Retirement, Disability or death, as
determined in accordance with Code Section 409A and related Treasury guidance and Regulations.
If a Participant is both an Employee and a Director, a Termination of Employment shall occur
only upon the termination of the last position held.1.42
    
    Trust shall mean one or more trusts established by the Company in accordance with Article
15.1.43
    
    Unforeseeable Emergency shall mean a severe financial hardship of the Participant resulting
from (i) an illness or accident of the Participant, the Participants spouse, or the
Participants dependent (as defined in Code Section 152(a)), (ii) a loss of the Participants
property due to casualty, or (iii) such other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant, all as
determined in the sole discretion of the Committee.1.44
    
    Years of Service shall mean the total number of full years in which a Participant has been
employed by one or more Employers. For purposes of this definition, a year of employment
shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first
year of employment, commences on the Employees date of hiring and that, for any subsequent
year, commences on an anniversary of that hiring date. The Committee shall make a
determination as to whether any partial year of employment shall be counted as a Year of
Service.
 ARTICLE 2  Selection, Enrollment, Eligibility
 2.1
    
    Selection by Committee. Participation in the Plan shall be limited to Directors and,
as determined by the Committee in its sole discretion, a select group of management or highly
compensated Employees. From that group, the Committee shall select, in its sole discretion,
those individuals who may actually participate in this Plan.
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Sterling Savings Bank   Master Plan Document
 2.2
    
    Enrollment and Eligibility Requirements; Commencement of Participation.
 (a)
    
    As a condition to participation, each Director or selected Employee who is
eligible to participate in the Plan effective as of the first day of a Plan Year shall
complete, execute and return to the Committee a Plan Agreement, an Election Form and a
Beneficiary Designation Form, prior to the first day of such Plan Year, or such other
earlier deadline as may be established by the Committee in its sole discretion. In
addition, the Committee shall establish from time to time such other enrollment
requirements as it determines, in its sole discretion, are necessary. With respect to
the First Plan Year, each Director or selected Employee must complete these
requirements within thirty (30) days of the date on which such Director or Employee
becomes eligible to participate in the Plan. Except as provided in Section 2.2(b)
below, with respect to any Plan Year after the First Plan Year, each Director or
selected Employee must complete these requirements prior to the first day of such Plan
Year, or such other earlier deadline as may be established by the Committee in its sole
discretion.(b)
    
    A Director or selected Employee who first becomes eligible to participate in
this Plan after the first day of a Plan Year must complete the requirements of this
Section 2.2 within thirty (30) days after he or she first becomes eligible to
participate in the Plan, or within such other earlier deadline as may be established by
the Committee, in its sole discretion, in order to participate for that Plan Year. In
such event, such persons participation in this Plan shall not commence earlier than
the date determined by the Committee pursuant to Section 2.2(c) and such person shall
not be permitted to defer under this Plan any portion of his or her Base Salary, Bonus,
Commissions and/or Director Fees that are paid with respect to services performed prior
to his or her participation commencement date, except to the extent permissible under
Code Section 409A and related Treasury guidance or Regulations.(c)
    
    Each Director or selected Employee who is eligible to participate in the Plan
shall commence participation in the Plan on the date that the Committee determines, in
its sole discretion, that the Director or Employee has met all enrollment requirements
set forth in this Plan and required by the Committee, including returning all required
documents to the Committee within the specified time period. Notwithstanding the
foregoing, the Committee shall process such Participants deferral election as soon as
administratively practicable after such deferral election is submitted to and accepted
by the Committee.(d)
    
    If a Director or an Employee fails to meet all requirements contained in this
Section 2.2 within the period required, that Director or Employee shall not be eligible
to participate in the Plan during such Plan Year.
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Sterling Savings Bank   Master Plan Document
 ARTICLE 3  Deferral Commitments/Company Contribution Amounts/  Company Restoration Matching Amounts/ Vesting/Crediting/Taxes
 3.1
    
    Minimum Deferrals.
 (a)
    
    Annual Deferral Amount. For each Plan Year, a Participant may elect to
defer, as his or her Annual Deferral Amount, Base Salary, Bonus, Commissions and/or
Director Fees in the following minimum amounts for each deferral elected:
 Deferral
    
    Minimum AmountBase Salary, Bonus and/or Commissions
    
    $2,000 aggregateDirector Fees
    
    
    $2,000
 If the Committee determines, in its sole discretion, prior to the beginning of a Plan
Year that a Participant has made an election for less than the stated minimum
amounts, or if no election is made, the amount deferred shall be zero. If the
Committee determines, in its sole discretion, at any time after the beginning of a
Plan Year that a Participant has deferred less than the stated minimum amounts for
that Plan Year, any amount credited to the Participants Account Balance as the
Annual Deferral Amount for that Plan Year shall be distributed to the Participant
within sixty (60) days after the last day of the Plan Year in which the Committee
determination was made.(b)
    
    Short Plan Year. Notwithstanding the foregoing, if a Participant first
becomes a Participant after the first day of a Plan Year,or in the case of the First
Plan Year of the Plan itself, the minimum Annual Deferral Amount shall be an amount
equal to the minimum set forth above, multiplied by a fraction, the numerator of which
is the number of days remaining in the Plan Year after the Participants deferral
election is made and the denominator of which is the total number of days in the Plan
Year.
 3.2
    
    Maximum Deferral.
 (a)
    
    Annual Deferral Amount. For each Plan Year, a Participant may elect to
defer, as his or her Annual Deferral Amount, Base Salary, Bonus, Commissions and/or
Director Fees up to the following maximum percentages for each deferral elected:
 Deferral
    
    Maximum PercentageBase Salary
    
    
    75
    %Bonus
    
    
    100
    %Commissions
    
    
    100
    %Director Fees
    
    
    100
    %
 (b)
    
    Short Plan Year. Notwithstanding the foregoing, if a Participant first
becomes a Participant after the first day of a Plan Year, or in the case of the First
Plan Year of the Plan itself, the maximum Annual Deferral Amount shall be limited to
the amount of compensation not yet earned by the Participant as of the date the
Participant submits a
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Sterling Savings Bank   Master Plan Document
 Plan Agreement and Election Form to the Committee for acceptance,
except to the extent permissible under Code Section 409A and related Treasury guidance
or Regulations. For compensation that is earned based upon a specified performance
period, the Participants deferral election will apply to the portion of such
compensation that is equal to (i) the total amount of compensation for the performance
period, multiplied by (ii) a fraction, the numerator of which is the number of days
remaining in the service period after the Participants deferral election is made, and
the denominator of which is the total number of days in the performance period.
 3.3
    
    Election to Defer; Effect of Election Form.
 (a)
    
    First Plan Year. In connection with a Participants commencement of
participation in the Plan, the Participant shall make an irrevocable deferral election
for the Plan Year in
which the Participant commences participation in the Plan, along with such other
elections as the Committee deems necessary or desirable under the Plan. For these
elections to be valid, the Election Form must be completed and signed by the
Participant, timely delivered to the Committee (in accordance with Section 2.2 above)
and accepted by the Committee.(b)
    
    Subsequent Plan Years. For each succeeding Plan Year, an irrevocable
deferral election for that Plan Year, and such other elections as the Committee deems
necessary or desirable under the Plan, shall be made by timely delivering a new
Election Form to the Committee, in accordance with its rules and procedures, before the
end of the Plan Year preceding the Plan Year for which the election is made. If no
such Election Form is timely delivered for a Plan Year, the Annual Deferral Amount
shall be zero for that Plan Year.(c)
    
    Performance-Based Compensation.Notwithstanding the foregoing, the
Committee may, in its sole discretion, determine that an irrevocable deferral election
pertaining to performance-based compensation based on services performed over a
period of at least twelve (12) months, may be made by timely delivering an Election
Form to the Committee, in accordance with its rules and procedures, no later than six
(6) months before the end of the performance service period. Performance-based
compensation shall be compensation, the payment or amount of which is contingent on
pre-established organizational or individual performance criteria, which satisfies the
requirements of Code Section 409A and related Treasury guidance or Regulations. In
order to be eligible to make a deferral election for performance-based compensation, a
Participant must perform services continuously from a date no later than the date upon
which the performance criteria for such compensation are established through the date
upon which the Participant makes a deferral election for such compensation. In no
event shall an election to defer performance-based compensation be permitted after such
compensation has become both substantially certain to be paid and readily
ascertainable.(d)
    
    Compensation Subject to Risk of Forfeiture. With respect to
compensation (i) to which a Participant has a legally binding right to payment in a
subsequent year, and (ii) that is subject to a forfeiture condition requiring the
Participants continued services for a period of at least twelve (12) months from the
date the Participant obtains the legally binding right, the Committee may, in its sole
discretion, determine that an irrevocable
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Sterling Savings Bank   Master Plan Document
 deferral election for such compensation may
be made by timely delivering an Election Form to the Committee in accordance with its
rules and procedures, no later than the 30th day after the Participant obtains the
legally binding right to the compensation, provided that the election is made at least
twelve (12) months in advance of the earliest date at which the forfeiture condition
could lapse.
 3.4
    
    Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the Base
Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled
Base Salary payroll in equal amounts, as adjusted from time to time for increases and
decreases in Base Salary. The Bonus, Commissions and/or Director Fees portion of the Annual
Deferral Amount shall be withheld at the time the Bonus, Commissions or Director Fees are or
otherwise would be paid to the Participant, whether or not this occurs during the Plan Year
itself. Annual Deferral Amounts shall be credited to a Participants Deferral Account at the
time such amounts would otherwise have been paid to the Participant.3.5
    
    Company Contribution Amount.
 (a)
    
    For each Plan Year, an Employer may be required to credit amounts to a
Participants Company Contribution Account in accordance with employment or other
agreements entered into between the Participant and the Employer. Such amounts shall
be credited on the date or dates prescribed by such agreements.(b)
    
    For each Plan Year, an Employer, in its sole discretion, may, but is not
required to, credit any amount it desires to any Participants Company Contribution
Account under this Plan, which amount shall be for that Participant the Company
Contribution Amount for that Plan Year. The amount so credited to a Participant may be
smaller or larger than the amount credited to any other Participant, and the amount
credited to any Participant for a Plan Year may be zero, even though one or more other
Participants receive a Company Contribution Amount for that Plan Year. The Company
Contribution Amount described in this Section 3.5(b), if any, shall be credited on a
date or dates to be determined by the Committee, in its sole discretion.
 3.6
    
    Company Restoration Matching Amount. Each Plan Year, an Employer, in its sole
discretion, may, but is not required to, credit a Company Restoration Matching Amount to a
Participants Company Restoration Matching Account. The Company Restoration Matching Amount,
if any, shall be an amount determined to make up for certain limits applicable to the 401(k)
Plan or other qualified plan for such Plan Year, as identified by the Committee, or for such
other purposes as determined by the Committee in its sole discretion. The amount so credited
to a Participant under this Plan for any Plan Year (i) may be smaller or larger than the
amount credited to any other Participant, and (ii) may differ from the amount credited to such
Participant in the preceding Plan Year. The Participants Company Restoration Matching Amount,
if any, shall be credited on a date or dates to be determined by the Committee, in its sole
discretion.3.7
    
    Crediting of Amounts after Benefit Distribution. Notwithstanding any provision in
this Plan to the contrary, should the complete distribution of a Participants vested Account
Balance occur prior to the date on which any portion of (i) the Annual Deferral Amount that a
Participant has elected to defer in accordance with Section 3.3, (ii) the Company Contribution
Amount, or (iii) the Company Restoration Matching Amount, would otherwise be credited to the
Participants
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Sterling Savings Bank   Master Plan Document
 Account Balance, such amounts shall not be credited to the Participants Account
Balance, but shall be paid to the Participant in a manner determined by the Committee, in its
sole discretion.
 3.8
    
    Vesting.
 (a)
    
    A Participant shall at all times be 100% vested in his or her Deferral Account.(b)
    
    A Participant shall be vested in his or her Company Contribution Account in
accordance with the vesting schedule(s) set forth in his or her Plan Agreement,
employment agreement or any other agreement entered into between the Participant and
his or her Employer. If not addressed in such agreements, a Participant shall vest in
his or her Company Contribution Account in accordance with the vesting schedule
declared by the Committee in its sole discretion.(c)
    
    A Participant shall be vested in his or her Company Restoration Matching
Account only to the extent that the Participant would be vested in such amounts under
the provisions of the 401(k) Plan, as determined by the Committee in its sole
discretion.(d)
    
    Notwithstanding anything to the contrary contained in this Section 3.8, in the
event of a Change in Control, or upon a Participants Retirement, death while employed
by an Employer, or Disability, a Participants Company Contribution Account and Company
Restoration Matching Account shall immediately become 100% vested (if it is not already
vested in accordance with the above vesting schedules).(e)
    
    Notwithstanding subsection 3.8(d) above, the vesting schedule for a
Participants Company Contribution Account and Company Restoration Matching Account
shall not be accelerated upon a Change in Control to the extent that the Committee
determines that such acceleration would cause the deduction limitations of Section 280G
of the Code to become effective. In the event that all of a Participants Company
Contribution Account and/or Company Restoration Matching Account is not vested pursuant
to such a determination, the Participant may request independent verification of the
Committees calculations with respect to the application of Section 280G. In such
case, the Committee must provide to the Participant within ninety (90) days of such a
request an opinion from a nationally recognized accounting firm selected by the
Participant (the Accounting Firm). The opinion shall state the Accounting Firms
opinion that any limitation in the vested percentage hereunder is necessary to avoid
the limits of Section 280G and contain supporting calculations. The cost of such
opinion shall be paid for by the Company.(f)
    
    Section 3.8(e) shall not prevent the acceleration of the vesting schedule
applicable to a Participants Company Contribution Account and/or Company Restoration
Matching Account if such Participant is entitled to a gross-up payment, to eliminate
the effect of the Code section 4999 excise tax, pursuant to his or her employment
agreement or other agreement entered into between such Participant and the Employer.
 3.9
    
    Crediting/Debiting of Account Balances. In accordance with, and subject to, the
rules and procedures that are established from time to time by the Committee, in its sole
discretion, amounts shall be credited or debited to a Participants Account Balance in
accordance with the following rules:
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Sterling Savings Bank   Master Plan Document
 (a)
    
    Measurement Funds. The Participant may elect one or more of the
measurement funds selected by the Committee, in its sole discretion, which are based on
certain mutual funds (the Measurement Funds), for the purpose of crediting or
debiting additional amounts to his or her Account Balance. As necessary, the Committee
may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Each
such action will take effect as of the first day of the first calendar quarter that
begins at least thirty (30) days after the day on which the Committee gives
Participants advance written notice of such change.(b)
    
    Election of Measurement Funds. A Participant, in connection with his
or her initial deferral election in accordance with Section 3.3(a) above, shall elect,
on the Election Form, one or more Measurement Fund(s) (as described in Section 3.9(a)
above) to be used to determine the amounts to be credited or debited to his or her
Account Balance. If a Participant does not elect any of the Measurement Funds as
described in the previous sentence, the Participants Account Balance shall
automatically be allocated into the lowest-risk Measurement Fund, as determined by the
Committee, in its sole discretion. The Participant may (but is not required to) elect,
by submitting an Election Form to the Committee that is accepted by the Committee, to
add or delete one or more Measurement Fund(s) to be used to determine the amounts to be
credited or debited to his or her Account Balance, or to change the portion of his or
her Account Balance allocated to each previously or newly elected Measurement Fund. If
an election is made in accordance with the previous sentence, it shall apply as of the
first business day deemed reasonably
practicable by the Committee, in its sole discretion, and shall continue thereafter
for each subsequent day in which the Participant participates in the Plan, unless
changed in accordance with the previous sentence. Notwithstanding the foregoing, the
Committee, in its sole discretion, may impose limitations on the frequency with which
one or more of the Measurement Funds elected in accordance with this Section may be
added or deleted by such Participant; furthermore, the Committee, in its sole
discretion, may impose limitations on the frequency with which the Participant may
change the portion of his or her Account Balance allocated to each previously or
newly elected Measurement Fund.(c)
    
    Proportionate Allocation. In making any election described in Section
3.9(b) above, the Participant shall specify on the Election Form, in increments of one
percent (1%), the percentage of his or her Account Balance or Measurement Fund, as
applicable, to be allocated/reallocated.(d)
    
    Crediting or Debiting Method. The performance of each Measurement Fund
(either positive or negative) will be determined on a daily basis based on the manner
in which such Participants Account Balance has been hypothetically allocated among the
Measurement Funds by the Participant.(e)
    
    No Actual Investment. Notwithstanding any other provision of this Plan
that may be interpreted to the contrary, the Measurement Funds are to be used for
measurement purposes only, and a Participants election of any such Measurement Fund,
the allocation of his or her Account Balance thereto, the calculation of additional
amounts and the crediting or debiting of such amounts to a Participants Account
Balance shall not be considered or construed in any manner as an actual
investment of his or her Account Balance in any such Measurement Fund. In the event
that the Company or the Trustee
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Sterling Savings Bank   Master Plan Document
 (as that term is defined in the Trust), in its own
discretion, decides to invest funds in any or all of the investments on which the
Measurement Funds are based, no Participant shall have any rights in or to such
investments themselves. Without limiting the foregoing, a Participants Account
Balance shall at all times be a bookkeeping entry only and shall not represent any
investment made on his or her behalf by the Company or the Trust; the Participant shall
at all times remain an unsecured creditor of the Company.
 3.10
    
    FICA and Other Taxes.
 (a)
    
    Annual Deferral Amounts. For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the Participants Employer(s)
shall withhold from that portion of the Participants Base Salary, Bonus and/or
Commissions that is not being deferred, in a manner determined by the Employer(s), the
Participants share of FICA and other employment taxes on such Annual Deferral Amount.
If necessary, the Committee may reduce the Annual Deferral Amount in order to comply
with this Section 3.10.(b)
    
    Company Restoration Matching Account and Company Contribution Account.
When a Participant becomes vested in a portion of his or her Company Restoration
Matching Account and/or Company Contribution Account, the Participants Employer(s)
shall withhold from that portion of the Participants Base Salary, Bonus and/or
Commissions that is not deferred, in a manner determined by the Employer(s), the
Participants share of FICA and other employment taxes on such Company Restoration
Matching Amount and/or Company Contribution Amount. If necessary, the Committee may
reduce the vested portion of the Participants Company Restoration Matching Account or
Company Contribution Account, as applicable, in order to comply with this Section 3.10.(c)
    
    Distributions. The Participants Employer(s), or the trustee of the
Trust, shall withhold from any payments made to a Participant under this Plan all
federal, state and local income, employment and other taxes required to be withheld by
the Employer(s), or the trustee of the Trust, in connection with such payments, in
amounts and in a manner to be determined in the sole discretion of the Employer(s) and
the trustee of the Trust.
 ARTICLE 4  Scheduled Distribution; Unforeseeable Emergencies
 4.1
    
    Scheduled Distribution. In connection with each election to defer an Annual Deferral
Amount, a Participant may irrevocably elect to receive a Scheduled Distribution, in the form
of a lump sum payment, from the Plan with respect to all or a portion of the Annual Deferral
Amount. The Scheduled Distribution shall be a lump sum payment in an amount that is equal to
the portion of the Annual Deferral Amount the Participant elected to have distributed as a
Scheduled Distribution, plus amounts credited or debited in the manner provided in Section 3.9
above on that amount, calculated as of the close of business on or around the date on which
the Scheduled Distribution becomes payable, as determined by the Committee in its sole
discretion. Subject to the other terms and conditions of this Plan, each Scheduled
Distribution elected shall be paid out during a sixty (60) day period commencing immediately
after the first day of any Plan Year designated by the Participant (the Scheduled
Distribution Date). The Plan Year designated by the Participant must be at least three (3)
Plan Years after the end of the Plan Year to which the
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Sterling Savings Bank   Master Plan Document
 Participants deferral election
described in Section 3.3 relates. By way of example, if a Scheduled Distribution is elected
for Annual Deferral Amounts that are earned in the Plan Year commencing January 1, 2006, the
earliest Scheduled Distribution Date that may be designated by a Participant would be January
1, 2010, and the Scheduled Distribution would become payable during the sixty (60) day period
commencing immediately after such Scheduled Distribution Date.4.2
    
    Postponing Scheduled Distributions. A Participant may elect to postpone a Scheduled
Distribution described in Section 4.1 above, and have such amount paid out during a sixty (60)
day period commencing immediately after an allowable alternative distribution date designated
by the Participant in accordance with this Section 4.2. In order to make this election, the
Participant must submit a new Scheduled Distribution Election Form to the Committee in
accordance with the following criteria:
 (a)
    
    Such Scheduled Distribution Election Form must be submitted to and accepted by
the Committee in its sole discretion at least twelve (12) months prior to the
Participants previously designated Scheduled Distribution Date;(b)
    
    The new Scheduled Distribution Date selected by the Participant must be the
first day of a Plan Year, and must be at least five years after the previously
designated Scheduled Distribution Date; and(c)
    
    The election of the new Scheduled Distribution Date shall have no effect until
at least twelve (12) months after the date on which the election is made.
 4.3
    
    Other Benefits Take Precedence Over Scheduled Distributions. Should a Benefit
Distribution Date occur that triggers a benefit under Articles 5, 6, 7, or 8, any Annual
Deferral Amount that is subject to a Scheduled Distribution election under Section 4.1 shall
not be paid in accordance with Section 4.1, but shall be paid in accordance with the other
applicable Article.
Notwithstanding the foregoing, the Committee shall interpret this Section 4.3 in a
manner that is consistent with Code Section 409A and related Treasury guidance and
Regulations.4.4
    
    Withdrawal Payout/Suspensions for Unforeseeable Emergencies.
 (a)
    
    If the Participant experiences an Unforeseeable Emergency, the Participant may
petition the Committee to receive a partial or full payout from the Plan, subject to
the provisions set forth below.(b)
    
    The payout, if any, from the Plan shall not exceed the lesser of (i) the
Participants vested Account Balance, calculated as of the close of business on or
around the date on which the amount becomes payable, as determined by the Committee in
its sole discretion, or (ii) the amount necessary to satisfy the Unforeseeable
Emergency,plus amounts necessary to pay Federal, state, or local income taxes or
penalties reasonably anticipated as a result of the distribution. Notwithstanding the
foregoing, a Participant may not receive a payout from the Plan to the extent that the
Unforeseeable Emergency is or may be relieved (A) through reimbursement or compensation
by insurance or otherwise, (B) by liquidation of the Participants assets, to the
extent the liquidation of such assets would not itself cause severe financial hardship
or (C) by cessation of deferrals under this Plan.
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Sterling Savings Bank   Master Plan Document
 (c)
    
    If the Committee, in its sole discretion, approves a Participants petition for
payout from the Plan, the Participant shall receive a payout from the Plan within sixty
(60) days of the date of such approval, and the Participants deferrals under the Plan
shall be terminated as of the date of such approval.(d)
    
    In addition, a Participants deferral elections under this Plan shall be
terminated to the extent the Committee determines, in its sole discretion, that
termination of such Participants deferral elections is required pursuant to Treas.
Reg. §1.401(k)-1(d)(3) for the Participant to obtain a hardship distribution from an
Employers 401(k) Plan. If the Committee determines, in its sole discretion, that a
termination of the Participants deferrals is required in accordance with the preceding
sentence, the Participants deferrals shall be terminated as soon as administratively
practicable following the date on which such determination is made.(e)
    
    Notwithstanding the foregoing, the Committee shall interpret all provisions
relating to a payout and/or termination of deferrals under this Section 4.4 in a manner
that is consistent with Code Section 409A and related Treasury guidance and
Regulations.
 ARTICLE 5  Retirement Benefit
 5.1
    
    Retirement Benefit. A Participant who Retires shall receive, as a Retirement
Benefit, his or her vested Account Balance, calculated as of the close of business on or
around the Participants Benefit Distribution Date, as determined by the Committee in its sole
discretion.5.2
    
    Payment of Retirement Benefit.
 (a)
    
    A Participant, in connection with his or her commencement of participation in
the Plan, shall elect on an Election Form to receive the Retirement Benefit in a lump
sum or pursuant to an Annual Installment Method of up to fifteen (15) years.(b)
    
    Notwithstanding the required deadline for the submission of an initial
distribution election described above, the Committee may, as permitted by Code Section
409A and related Treasury guidance or Regulations, provide a limited period in which
Participants may make a new Retirement Benefit distribution election by submitting an
Election Form on or before the deadline established by the Committee, which in no event
shall be later than December 31, 2006. Any election that is made in accordance with
this Section 5.2(b) shall not be treated as a change in the form of the Participants
Retirement Benefit for purposes of Section 5.2(d) below.The Committee shall interpret all provisions relating to an election submitted in
accordance with this Section 5.2(b) in a manner that is consistent with Code Section
409A and related Treasury guidance or Regulations. If any distribution election
submitted in accordance with this Section 5.2(b) either (i) relates to payments that
a Participant would otherwise receive in 2006, or (ii) would cause payments to be
made in 2006, such election shall not be effective.
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Sterling Savings Bank   Master Plan Document
 (c)
    
    If a Participant does not make any election with respect to the payment of the
Retirement Benefit, then such Participant shall be deemed to have elected to receive
the Retirement Benefit in a lump sum.(d)
    
    A Participant may change the form of payment of the Retirement Benefit by
submitting an Election Form to the Committee in accordance with the following criteria:
 (i)
    
    The election to modify the Retirement Benefit shall have no
effect until at least twelve (12) months after the date on which the election is
made; and(ii)
    
    The first Retirement Benefit payment shall be delayed at least
five (5) years from the Benefit Distribution Date upon which the payment would
have otherwise commenced as described in Section 1.7(a).
 Notwithstanding the foregoing, the Committee shall interpret all provisions relating
to changing the Retirement Benefit election under this Section 5.2 in a manner that
is consistent with Code Section 409A and related Treasury guidance or Regulations.
The Election Form most recently accepted by the Committee that has become effective
shall govern the payout of the Retirement Benefit.(c)
    
    The lump sum payment shall be made, or installment payments shall commence, no
later than sixty (60) days after the Participants Benefit Distribution Date.
Remaining installments, if any, shall be paid no later than sixty (60) days after the
first day of each Plan Year following the Plan Year in which the Participants Benefit
Distribution Date occurs.
 ARTICLE 6  Termination Benefit
 6.1
    
    Termination Benefit. A Participant who experiences a Termination of Employment shall
receive, as a Termination Benefit, his or her vested Account Balance, calculated as of the
close of business on or around the Participants Benefit Distribution Date, as determined by
the Committee in its sole discretion.6.2
    
    Payment of Termination Benefit. The Termination Benefit shall be paid to the
Participant in a lump sum payment no later than sixty (60) days after the Participants
Benefit Distribution Date.
 ARTICLE 7  Disability Benefit
 7.1
    
    Disability Benefit. Upon a Participants Disability, the Participant shall receive a
Disability Benefit, which shall be equal to the Participants vested Account Balance,
calculated as of the close of business on or around the Participants Benefit Distribution
Date, as determined by the Committee in its sole discretion in accordance with Section 1.7(d).7.2
    
    Payment of Disability Benefit. The Disability Benefit shall be paid to the
Participant in a lump sum payment no later than sixty (60) days after the Participants
Benefit Distribution Date.
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Sterling Savings Bank   Master Plan Document
 ARTICLE 8  Death Benefit
 8.1
    
    Death Benefit. The Participants Beneficiary(ies) shall receive a Death Benefit upon
the Participants death which will be equal to the Participants vested Account Balance,
calculated as of the close of business on or around the Participants Benefit Distribution
Date, as determined by the Committee in its sole discretion in accordance with Section 1.7(c).8.2
    
    Payment of Death Benefit. The Death Benefit shall be paid to the Participants
Beneficiary(ies) in a lump sum payment no later than sixty (60) days after the Participants
Benefit Distribution Date.
 ARTICLE 9  Beneficiary Designation
 9.1
    
    Beneficiary. Each Participant shall have the right, at any time, to designate his or
her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable
under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated
under this Plan may be the same as or different from the Beneficiary designation under any
other plan of an Employer in which the Participant participates.9.2
    
    Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his
or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning
it to the Committee or its designated agent. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary
Designation Form and the Committees rules and procedures, as in effect from time to time. If
the Participant names someone other than his or her spouse as the primary Beneficiary, a
spousal consent is required to be provided in a form designated by the Committee, executed by
such Participants spouse and returned to the Committee. Upon the acceptance by the Committee
of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be
canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form
filed by the Participant and accepted by the Committee prior to his or her death.9.3
    
    Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received and acknowledged in writing by the Committee or its designated agent.9.4
    
    No Beneficiary Designation. If a Participant fails to designate a Beneficiary as
provided in Sections 9.1, 9.2 and 9.3 above or, if all designated Beneficiaries predecease the
Participant or die prior to complete distribution of the Participants benefits, then the
Participants designated Beneficiary shall be deemed to be his or her surviving spouse. If
the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary shall be payable to the executor or personal representative of the Participants
estate.9.5
    
    Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary
to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in
its discretion, to cause the Participants Employer to withhold such payments until this
matter is resolved to the Committees satisfaction.
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Sterling Savings Bank   Master Plan Document
 9.6
    
    Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary
shall fully and completely discharge all Employers and the Committee from all further
obligations under this Plan with respect to the Participant, and that Participants Plan
Agreement shall terminate upon such full payment of benefits.
 ARTICLE 10  Leave of Absence
 10.1
    
    Paid Leave of Absence. If a Participant is authorized by the Participants Employer
to take a paid leave of absence from the employment of the Employer, and such leave of absence
does not constitute a separation from service, as determined by the Committee in accordance
with Code Section 409A and related Treasury guidance and Regulations, (i) the Participant
shall continue to be considered eligible for the benefits provided in Articles 4, 5, 6, 7, or
8 in accordance with the provisions of those Articles, and (ii) the Annual Deferral Amount
shall continue to be withheld during such paid leave of absence in accordance with Section
3.3.10.2
    
    Unpaid Leave of Absence. If a Participant is authorized by the Participants
Employer to take an unpaid leave of absence from the employment of the Employer for any
reason, and such leave of absence does not constitute a separation from service, as determined
by the Committee in accordance with Code Section 409A and related Treasury guidance and
Regulations, such Participant shall continue to be eligible for the benefits provided in
Articles 4, 5, 6, 7, or 8 in accordance with the provisions of those Articles. However, the
Participant shall be excused from fulfilling his or her Annual Deferral Amount commitment that
would otherwise have been withheld during the remainder of the Plan Year in which the unpaid
leave of absence is taken. During the unpaid leave of absence, the Participant shall not be
allowed to make any additional deferral elections. However, if the Participant returns to
employment, the Participant may elect to defer an Annual Deferral Amount for the Plan Year
following his or her return to employment and for every Plan Year thereafter while a
Participant in the Plan, provided such deferral elections are otherwise allowed and an
Election Form is delivered to and accepted by the Committee for each such election in
accordance with Section 3.3 above.
 ARTICLE 11  Termination of Plan, Amendment or Modification
 11.1
    
    Termination of Plan. Although each Employer anticipates that it will continue the
Plan for an indefinite period of time, there is no guarantee that any Employer will continue
the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer
reserves the right to Terminate the Plan. In the event of a Termination of the Plan, the
Measurement Funds available to Participants following the Termination of the Plan shall be
comparable in number and type to those Measurement Funds available to Participants in the Plan
Year preceding the Plan Year in which the Termination of the Plan is effective. Following a
Termination of the Plan, Participant Account Balances shall remain in the Plan until the
Participant becomes eligible for the benefits provided in Articles 4, 5, 6, 7, or 8 in
accordance with the provisions of those Articles. The Termination of the Plan shall not
adversely affect any Participant or Beneficiary who has become entitled to the payment of any
benefits under the Plan as of the date of termination. Notwithstanding the foregoing, to the
extent permissible under Code Section 409A
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Sterling Savings Bank   Master Plan Document
 and related Treasury guidance or Regulations,
during the thirty (30) days preceding or within twelve (12) months following a Change in
Control an Employer shall be permitted to (i) terminate the Plan by action of its board of
directors, and (ii) distribute the vested Account Balances to Participants in a lump sum no
later than twelve (12) months after the Change in Control, provided that all other
substantially similar arrangements sponsored by such Employer are also terminated and all
balances in such arrangements are distributed within twelve (12) months of the termination of
such arrangements.11.2
    
    Amendment.
 (a)
    
    Any Employer may, at any time, amend or modify the Plan in whole or in part
with respect to that Employer. Notwithstanding the foregoing, (i) no amendment or
modification shall be effective to decrease the value of a Participants vested Account
Balance in existence at the time the amendment or modification is made, and (ii) no
amendment or modification of this Section 11.2 or Section 12.2 of the Plan shall be
effective.(b)
    
    Notwithstanding any provision of the Plan to the contrary, including but not
limited to Section 11.2(a), in the event that the Company determines that any provision
of the Plan may cause amounts deferred under the Plan to become immediately taxable to
any Participant under Code Section 409A, and related Treasury guidance or Regulations,
the Company may (i) adopt such amendments to the Plan and appropriate policies and
procedures, including amendments and policies with retroactive effect, that the Company
determines necessary or appropriate to preserve the intended tax treatment of the Plan
benefits provided by the Plan and/or (ii) take such other actions as the Company
determines necessary or appropriate to comply with the requirements of Code Section
409A, and related Treasury guidance or Regulations.
 11.3
    
    Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above, if a
Participants Plan Agreement contains benefits or limitations that are not in this Plan
document, the Employer may only amend or terminate such provisions without the prior written
consent of the Participant if the Committee determines, in its sole discretion, that such
amendment or termination will not cause a decrease in the Participants vested Account Balance
in existence at the time the amendment or termination is made.11.4
    
    Effect of Payment. The full payment of the Participants vested Account Balance
under Articles 4, 5, 6, 7, or 8 of the Plan shall completely discharge all
obligations to a Participant and his or her designated Beneficiaries under this Plan, and
the Participants Plan Agreement shall terminate.
 ARTICLE 12  Administration
 12.1
    
    Committee Duties. Except as otherwise provided in this Article 12, this Plan shall
be administered by a Committee, which shall consist of the Board, or such committee as the
Board shall appoint. Members of the Committee may be Participants under this Plan. The
Committee shall also have the discretion and authority to (i) make, amend, interpret, and
enforce all appropriate rules and regulations for the administration of this Plan, and (ii)
decide or resolve
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Sterling Savings Bank   Master Plan Document
 any and all questions, including benefit entitlement determinations and
interpretations of this Plan, as may arise in connection with the Plan. Any individual
serving on the Committee who is a Participant shall not vote or act on any matter relating
solely to himself or herself. When making a determination or calculation, the Committee shall
be entitled to rely on information furnished by a Participant or the Company or its agents.12.2
    
    Administration Upon Change In Control. Within one hundred and twenty (120) days
following a Change in Control, the individuals who comprised the Committee immediately prior
to the Change in Control (whether or not such individuals are members of the Committee
following the Change in Control) may, by written consent of the majority of such individuals,
appoint an independent third party administrator (the Administrator) to perform any or all
of the Committees duties described in Section 12.1 above, including without limitation, the
power to determine any questions arising in connection with the administration or
interpretation of the Plan, and the power to make benefit entitlement determinations. Upon
and after the effective date of such appointment, (i) the Company must pay all reasonable
administrative expenses and fees of the Administrator, and (ii) the Administrator may only be
terminated with the written consent of the majority of Participants with an Account Balance in
the Plan as of the date of such proposed termination.12.3
    
    Agents. In the administration of this Plan, the Committee or the Administrator, as
applicable, may, from time to time, employ agents and delegate to them such administrative
duties as it sees fit (including acting through a duly appointed representative) and may from
time to time consult with counsel.12.4
    
    Binding Effect of Decisions. The decision or action of the Committee or
Administrator, as applicable, with respect to any question arising out of or in connection
with the administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan.12.5
    
    Indemnity of Committee. All Employers shall indemnify and hold harmless the members
of the Committee, any Employee to whom the duties of the Committee may be delegated, and the
Administrator against any and all claims, losses, damages, expenses or liabilities arising
from any action or failure to act with respect to this Plan, except in the case of willful
misconduct by the Committee, any of its members, any such Employee or the Administrator.12.6
    
    Employer Information. To enable the Committee and/or Administrator to perform its
functions, the Company and each Employer shall supply full and timely information to the
Committee and/or Administrator, as the case may be, on all matters relating to the Plan, the
Trust, the Participants and their Beneficiaries, the Account
Balances of the Participants, the compensation of its Participants, the date and
circumstances of the Retirement, Disability, death or Termination of Employment of its
Participants, and such other pertinent information as the Committee or Administrator may
reasonably require.
 ARTICLE 13  Other Benefits and Agreements
 13.1
    
    Coordination with Other Benefits. The benefits provided for a Participant and
Participants Beneficiary under the Plan are in addition to any other benefits available to
such Participant
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Sterling Savings Bank   Master Plan Document
 under any other plan or program for employees of the Participants Employer.
The Plan shall supplement and shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided.
 ARTICLE 14  Claims Procedures
 14.1
    
    Presentation of Claim. Any Participant or Beneficiary of a deceased Participant
(such Participant or Beneficiary being referred to below as a Claimant) may deliver to the
Committee a written claim for a determination with respect to the amounts distributable to
such Claimant from the Plan. If such a claim relates to the contents of a notice received by
the Claimant, the claim must be made within sixty (60) days after such notice was received by
the Claimant. All other claims must be made within 180 days of the date on which the event
that caused the claim to arise occurred. The claim must state with particularity the
determination desired by the Claimant.14.2
    
    Notification of Decision. The Committee shall consider a Claimants claim within a
reasonable time, but no later than ninety (90) days after receiving the claim. If the
Committee determines that special circumstances require an extension of time for processing
the claim, written notice of the extension shall be furnished to the Claimant prior to the
termination of the initial ninety (90) day period. In no event shall such extension exceed a
period of ninety (90) days from the end of the initial period. The extension notice shall
indicate the special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination. The Committee shall notify the
Claimant in writing:
 (a)
    
    that the Claimants requested determination has been made, and that the claim
has been allowed in full; or(b)
    
    that the Committee has reached a conclusion contrary, in whole or in part, to
the Claimants requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:
 (i)
    
    the specific reason(s) for the denial of the claim, or any part
of it;(ii)
    
    specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;(iii)
    
    a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary;(iv)
    
    an explanation of the claim review procedure set forth in Section
14.3 below; and(v)
    
    a statement of the Claimants right to bring a civil action under
ERISA Section 502(a) following an adverse benefit determination on review.
 14.3
    
    Review of a Denied Claim. On or before sixty (60) days after receiving a notice from
the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimants
duly authorized representative) may file with the Committee a written request for a review of
the denial of the claim. The Claimant (or the Claimants duly authorized representative):
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Sterling Savings Bank   Master Plan Document
 (a)
    
    may, upon request and free of charge, have reasonable access to, and copies of,
all documents, records and other information relevant (as defined in applicable ERISA
regulations) to the claim for benefits;(b)
    
    may submit written comments or other documents; and/or(c)
    
    may request a hearing, which the Committee, in its sole discretion, may grant.
 14.4
    
    Decision on Review. The Committee shall render its decision on review promptly, and
no later than sixty (60) days after the Committee receives the Claimants written request for
a review of the denial of the claim. If the Committee determines that special circumstances
require an extension of time for processing the claim, written notice of the extension shall
be furnished to the Claimant prior to the termination of the initial sixty (60) day period.
In no event shall such extension exceed a period of sixty (60) days from the end of the
initial period. The extension notice shall indicate the special circumstances requiring an
extension of time and the date by which the Committee expects to render the benefit
determination. In rendering its decision, the Committee shall take into account all comments,
documents, records and other information submitted by the Claimant relating to the claim,
without regard to whether such information was submitted or considered in the initial benefit
determination. The decision must be written in a manner calculated to be understood by the
Claimant, and it must contain:
 (a)
    
    specific reasons for the decision;(b)
    
    specific reference(s) to the pertinent Plan provisions upon which the decision
was based;(c)
    
    a statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the Claimants
claim for benefits; and(d)
    
    a statement of the Claimants right to bring a civil action under ERISA Section
502(a).
 14.5
    
    Legal Action. A Claimants compliance with the foregoing provisions of this Article
14 is a mandatory prerequisite to a Claimants right to commence any legal action with respect
to any claim for benefits under this Plan.
 ARTICLE 15  Trust
 15.1
    
    Establishment of the Trust. In order to provide assets from which to fulfill the
obligations of the Participants and their beneficiaries under the Plan, the Company may
establish a trust by a trust agreement with a third party, the trustee, to which each Employer
may, in its discretion, contribute cash or other property, including securities issued by the
Company, to provide for the benefit payments under the Plan, (the Trust). Notwithstanding
the foregoing, no later than sixty (60) days prior to a Change in Control, the Company shall
establish a Trust if one has not been previously established, and each
Employer shall transfer over to the Trust such assets as the Employer determines are
necessary to provide, on a present value basis, for its respective liabilities created with
respect to the Account Balance of each of such Employers Participants as accumulated under
the Plan immediately prior to such transfer.
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Sterling Savings Bank   Master Plan Document
 15.2
    
    Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan
Agreement shall govern the rights of a Participant to receive distributions pursuant to the
Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and
the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at
all times remain liable to carry out its obligations under the Plan.15.3
    
    Distributions From the Trust. Each Employers obligations under the Plan may be
satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Employers obligations under this Plan.
 ARTICLE 16  Miscellaneous
 16.1
    
    Status of Plan. The Plan is intended to be a plan that is not qualified within the
meaning of Code Section 401(a) and that is unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a select group of management
or highly compensated employees within the meaning of ERISA Sections 201(2), 301(a)(3) and
401(a)(1). The Plan shall be administered and interpreted (i) in a manner consistent with
that intent, and (ii) in accordance with Code Section 409A and related Treasury guidance and
Regulations.16.2
    
    Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors
and assigns shall have no legal or equitable rights, interests or claims in any property or
assets of an Employer. For purposes of the payment of benefits under this Plan, any and all
of an Employers assets shall be, and remain, the general, unpledged unrestricted assets of
the Employer. An Employers obligation under the Plan shall be merely that of an unfunded and
unsecured promise to pay money in the future.16.3
    
    Employers Liability. An Employers liability for the payment of benefits shall be
defined only by the Plan and the Plan Agreement, as entered into between the Employer and a
Participant. An Employer shall have no obligation to a Participant under the Plan except as
expressly provided in the Plan and his or her Plan Agreement.16.4
    
    Nonassignability. Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are expressly declared to
be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure, attachment, garnishment or sequestration for the payment of
any debts, judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participants or any other
persons bankruptcy or insolvency or be transferable to a spouse as a result of a property
settlement or otherwise.16.5
    
    Not a Contract of Employment. The terms and conditions of this Plan shall not be
deemed to constitute a contract of employment
between any Employer and the Participant. Such employment is hereby acknowledged to be an
at will employment relationship that can be terminated at any time for any reason, or no
reason, with or without cause, and with or without notice, unless expressly provided in a
written employment agreement. Nothing in this Plan shall
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Sterling Savings Bank   Master Plan Document
 be deemed to give a Participant
the right to be retained in the service of any Employer, either as an Employee or a
Director, or to interfere with the right of any Employer to discipline or discharge the
Participant at any time.16.6
    
    Furnishing Information. A Participant or his or her Beneficiary will cooperate with
the Committee by furnishing any and all information requested by the Committee and take such
other actions as may be requested in order to facilitate the administration of the Plan and
the payments of benefits hereunder, including but not limited to taking such physical
examinations as the Committee may deem necessary.16.7
    
    Terms. Whenever any words are used herein in the masculine, they shall be construed
as though they were in the feminine in all cases where they would so apply; and whenever any
words are used herein in the singular or in the plural, they shall be construed as though they
were used in the plural or the singular, as the case may be, in all cases where they would so
apply.16.8
    
    Captions. The captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of any of its
provisions.16.9
    
    Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the laws of the State of Washington without regard to its conflicts
of laws principles.16.10
    
    Notice. Any notice or filing required or permitted to be given to the Committee
under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below:
 Sterling Savings BankAttn: Human Resources Director111 North Wall StreetSpokane, Washington 99201
 Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification.Any notice or filing required or permitted to be given to a Participant under this Plan
shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known
address of the Participant.16.11
    
    Successors. The provisions of this Plan shall bind and inure to the benefit of the
Participants Employer and its successors and assigns and the Participant and the
Participants designated Beneficiaries.16.12
    
    Spouses Interest. The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant shall automatically pass to the Participant
and shall not be transferable by such spouse in any manner, including but not limited to such
spouses will, nor shall such interest pass under the laws of intestate succession.16.13
    
    Validity. In case any provision of this Plan shall be illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts hereof, but
this Plan shall be construed and enforced as if such illegal or invalid provision had never
been inserted herein.
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Sterling Savings Bank   Master Plan Document
 16.14
    
    Incompetent. If the Committee determines in its discretion that a benefit under
this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of
handling the disposition of that persons property, the Committee may direct payment of such
benefit to the guardian, legal representative or person having the care and custody of such
minor, incompetent or incapable person. The Committee may require proof of minority,
incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of
the benefit. Any payment of a benefit shall be a payment for the account of the Participant
and the Participants Beneficiary, as the case may be, and shall be a complete discharge of
any liability under the Plan for such payment amount.16.15
    
    Court Order. The Committee is authorized to comply with any court order in any
action in which the Plan or the Committee has been named as a party, including any action
involving a determination of the rights or interests in a Participants benefits under the
Plan. Notwithstanding the foregoing, the Committee shall interpret this provision in a manner
that is consistent with Code Section 409A and other applicable tax law. In addition, if
necessary to comply with a qualified domestic relations order, as defined in Code Section
414(p)(1)(B), pursuant to which a court has determined that a spouse or former spouse of a
Participant has an interest in the Participants benefits under the Plan, the Committee, in
its sole discretion, shall have the right to immediately distribute the spouses or former
spouses interest in the Participants benefits under the Plan to such spouse or former
spouse.16.16
    
    Distribution in the Event of Income Inclusion Under 409A. If any portion of a
Participants Account Balance under this Plan is required to be included in income by the
Participant prior to receipt due to a failure of this Plan to meet the requirements of Code
Section 409A and related Treasury guidance or Regulations, the Participant may petition the
Committee or Administrator, as applicable, for a distribution of that portion of his or her
Account Balance that is required to be included in his or her income. Upon the grant of such
a petition, which grant shall not be unreasonably withheld, the Participants Employer shall
distribute to the Participant immediately available funds in an amount equal to the portion of
his or her Account Balance required to be included in income as a result of the failure of the
Plan to meet the requirements of Code Section 409A and related Treasury guidance or
Regulations, which amount shall not exceed the Participants unpaid vested Account Balance
under the Plan. If the petition is granted, such distribution shall be made within ninety
(90) days of the date when the Participants petition is granted. Such a distribution shall
affect and reduce the Participants benefits to be paid under this Plan.16.17
    
    Deduction Limitation on Benefit Payments. If an Employer reasonably anticipates
that the Employers deduction with respect to any distribution from this Plan would be limited
or eliminated by application of Code Section 162(m), then to the extent deemed necessary by
the Employer to ensure that the entire amount of any distribution from this Plan is
deductible, the Employer may delay payment of any amount that would otherwise be distributed
from this Plan. Any amounts for which distribution is delayed pursuant to this Section shall
continue to be credited/debited with additional amounts in accordance with Section 3.9 above.
The delayed amounts (and any amounts credited thereon) shall be distributed to the Participant
(or his or her Beneficiary in the event of the Participants death) at the earliest date the
Employer reasonably anticipates that the deduction of the payment of the amount will not be
limited or eliminated by application of Code Section 162(m).
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Sterling Savings Bank   Master Plan Document
 16.18
    
    Payments that would Violate a Loan Covenant or Similar Contractual Requirement. If
an Employer reasonably anticipates that the making of a payment to a Participant under this
Plan will violate a term of a loan agreement to which the Employer is a party, or other
similar contract to which the Employer is a party, and such violation will cause material harm
to the Employer; the Employer may delay the payment to such Participant. Any amounts for
which distribution is delayed pursuant to this Section shall continue to be credited/debited
with additional amounts in accordance with Section 3.9 above. The delayed amounts (and any
amounts credited thereon) shall be distributed to the Participant (or his or her Beneficiary
in the event of the Participants death) at the earliest date the Employer reasonably
anticipates that the making of the payment will not cause such a violation, or such a
violation will not cause material harm to the Employer.16.19
    
    Payments that would Violate Federal Securities Laws or other Applicable Law. If an
Employer reasonably anticipates that the making of a payment to a Participant under this Plan
will violate Federal securities laws or other applicable law, the Employer may delay the
payment to such Participant. Any amounts for which distribution is delayed pursuant to this
Section shall continue to be credited/debited with additional amounts in accordance with
Section 3.9 above. The delayed amounts (and any amounts credited thereon) shall be
distributed to the Participant (or his or her Beneficiary in the event of the Participants
death) at the earliest date the Employer reasonably anticipates that the making of the payment
will not cause such a violation.16.20
    
    Insurance. The Employers, on their own behalf or on behalf of the trustee of the
Trust, and, in their sole discretion, may apply for and procure insurance on the life of the
Participant, in such amounts and in such forms as the Trust may choose. The Employers or the
trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such
insurance. The Participant shall have no interest whatsoever in any such policy or policies,
and at the request of the Employers shall submit to medical examinations and supply such
information and execute such documents as may be required by the insurance company or
companies to whom the Employers have applied for insurance.16.21
    
    Integration This Plan document, each Participants Plan Agreement and any Election
Form(s) submitted by a Participant in accordance with the terms set forth herein shall (i)
constitute a single, integrated employee benefit plan, (ii) be construed together as the
entire agreement between the parties and each of their successors or assigns, and (iii)
supersede all previous negotiations, agreements and commitments with respect thereto.
 
 CompanySterling Savings Bank, a Washington corporationBy:Title:
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