STERLING FINANCIAL CORPORATION
AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN
Sterling Financial Corporation, a Washington corporation ("Sterling"), hereby adopts, amends and restates the
Deferred Compensation Plan which was initially adopted by Sterling Savings Bank effective July 1, 1984. This
Amended and Restated Plan is effective as of the 1st day of July, 1999.
Sterling continues this unfunded deferred compensation plan to provide retirement benefits to a select group of
management personnel in order to attract, retain, and encourage the efforts of the executives who have rendered
valuable services to Sterling. All rights hereunder shall be construed and governed by the laws of the State of
Washington. This Plan is intended to be a "top hat" plan for purposes of ERISA and it limits participation to
certain key executives designated by Sterling, or any related entity adopting the Plan.
2.01 ACCOUNT means the account maintained for each Participant under
2.02 BENEFICIARY means a person designated under Section 4.04 by a Participant to receive plan benefits in
the event of the Participant's death.
2.03 BOARD means the Board of Directors of Sterling.
2.04 CHANGE IN CONTROL. A change in control shall be deemed to have occurred at such times as:
(a) any "person" (as that term is used in Section 13(d) and 14(d) of the Exchange Act) (other than Sterling or an
affiliate of Sterling) becomes, directly or indirectly, the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act) of securities representing 25% or more of the then outstanding securities of Sterling;
(b) during any period of two (2) consecutive years or less, individuals who at the beginning of such period
constituted the Board of Sterling cease, for any reason, to constitute at least a majority of the Board, unless the
election or nomination for election of each new member of the Board was approved by a vote of at least two-
thirds of the members of th