FIRST AMENDMENT TO THE
FRONTIER FINANCIAL CORPORATION
2006 STOCK INCENTIVE PLAN
THIS FIRST AMENDMENT to the Frontier Financial Corporation 2006 Stock Incentive Plan (the “Plan”) is
entered into this 12th day of December, 2007, to be effective as indicated.
Section 12.2 is amended to read as follows, effective December 12, 2007:
A. Section 17.1 of the Plan authorizes the Board at any time to amend the Plan.
B. The Board has authorized the amendment of the Plan to revise Section 12.2 to provide for the
acceleration of vesting of Options, Stock Appreciation Rights and Stock Grants upon a Sales
12.2 Effect of Sale, Merger or Exchange.
12.2.1 Vesting of Options, Stock Appreciation Rights and Stock Grants. Subject to Section 12.2.2, upon
the completion of a “Sales Event” (as defined below) any outstanding Options, Stock Appreciation Rights
or Stock Grants shall become vested and, in the case of Options and Stock Appreciation Rights,
exercisable. In lieu of exercise, in the complete discretion of the Administrator and/or the Board, the
Company may (a) cash out some or all of the unexercised vested Options or Stock Appreciation Rights
by paying each affected Optionee or Holder an amount equal to the Fair Market Value of a Share of
Common Stock (as determined for purposes of the Sales Event), multiplied by the number of Shares of
Common Stock available under the Optionee’s Option or Holder’s Stock Appreciation Right, reduced by
the aggregate Exercise Price or Base Value associated with that portion of the Option or Stock
Appreciation Right, or (b) take some other action which in its sole discretion the Administrator and/or the
Board deems to be appropriate under the circumstances. Provided, Optionees and/or Holders shall not
be disadvantaged by any such action. For purposes of this Plan, a “Sales Event” will include the
consummation of (i) a complete liquidation of the Company, (ii) a sale of substantially all of the