UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549
                                  ___________

                                    FORM 8-K


                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported): December 17, 2009
                                  ___________

                         STERLING FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

          Washington                     0-20800                 91-1572822
(State or other jurisdiction of  (Commission File Number)     (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                111 North Wall Street, Spokane, Washington 99201
              (Address of principal executive offices) (Zip Code)

                                 (509) 458-3711
              (Registrant's telephone number, including area code)

                                 Not Applicable
         (Former Name or Former Address, if Changed Since Last Report)


Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act  (17  CFR  240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act  (17  CFR  240.13e-4(c))




                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01     Entry into a Material Definitive Agreement.

     On  December 21, 2009, Sterling Financial Corporation, ("Sterling") entered
into  an  Indemnification  Agreement  with James B. Keegan, Jr., a member of the
Sterling  board  of  directors.

     A  copy  of  the  Indemnification Agreement is furnished as Exhibit 10.1 to
this  Current  Report  on  Form  8-K.  In general, the Indemnification Agreement
requires  Sterling  to  indemnify  and  hold  harmless Mr. Keegan to the fullest
extent  authorized  by  Washington  law  and  other  applicable  laws, rules and
regulations,  and  to  provide  indemnification against third-party proceedings,
subject  to certain exceptions. The foregoing description of the Indemnification
Agreement  does  not  purport to be complete and is qualified in its entirety by
reference  to  the complete copy of the document attached hereto as Exhibit 10.1
which  is  incorporated  by  reference  herein.

Item 5.02     Departure of Directors or Principal Officers; Election of
              Directors; Appointment of Principal Officers.

     (b)  On December 17, 2009, Mr. Keegan gave Sterling notice of his intent to
resign,  effective  December 22, 2009, from the Sterling Board of Directors as a
result of health issues related to congestive heart failure that is progressing.


Item 9.01     Financial Statements and Exhibits.

     (d)  The  following  exhibit  is  being  furnished  herewith:

Exhibit No.     Exhibit Description
----------      -------------------

10.1            Form of Indemnification Agreement between Sterling Financial
                Corporation and James B. Keegan, Jr.




                               S I G N A T U R E

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


                                        STERLING FINANCIAL CORPORATION
                                        ------------------------------
                                                (Registrant)


 December 23, 2009                      By: /s/  Daniel G. Byrne
--------------------                        ------------------------
      Date                                  Daniel G. Byrne
                                            Executive Vice President, Assistant
                                            Secretary and Principal Financial
                                            Officer