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Exhibit 99.2

Form of Proxy — Northern Empire Bancshares

NORTHERN EMPIRE BANCSHARES
801 Fourth Street, Santa Rosa, CA 95404
PROXY SOLICITED BY THE BOARD OF DIRECTORS
For Special Meeting February 20, 2007

     The undersigned hereby appoints James B. Keegan, Jr., Clement C. Carinalli and Dennis R. Hunter and each of them, Proxies each with full power of substitution, to vote all of the stock of the undersigned at the Special Meeting of Shareholders of Northern Empire Bancshares, to be held on February 20, 2007 at 5:00 p.m. at 801 Fourth Street, Santa Rosa, California, and at any adjournment thereof, in the manner indicated and in their discretion on any other business which may properly come before said meeting, all in accordance with and as more fully described in the Notice and accompanying Proxy Statement for said meeting receipt of which is hereby acknowledged.

     MANAGEMENT RECOMMENDS A VOTE “FOR” EACH OF THE LISTED PROPOSALS.

     THE SHARES REPRESENTED BY THIS PROXY SHALL BE VOTED AS SPECIFIED. IF NO DIRECTION IS INDICATED, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED FOR APPROVAL OF THE AGREEMENT AND PLAN OF MERGER BETWEEN NORTHERN EMPIRE BANCSHARES AND STERLING FINANCIAL CORPORATION AND FOR ANY PROPOSAL OF NORTHERN EMPIRE BANCSHARES’ BOARD OF DIRECTORS TO ADJOURN OR POSTPONE THE SPECIAL MEETING, IF NECESSARY, AND IN THE PROXY HOLDERS’ DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

     Please mark your proxy and sign it on the reverse side.

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ITEM 1.	Approval of the Agreement and Plan of Merger, dated as of September 17, 2006, by and between Northern Empire Bancshares and Sterling Financial Corporation. The merger agreement provides the terms and conditions under which it is proposed that Northern Empire Bancshares merge with Sterling Financial Corporation, as described in the accompanying proxy statement/prospectus.
	o  FOR          o  AGAINST          o  ABSTAIN
ITEM 2.	Any proposal of Northern Empire Bancshares’ board of directors to adjourn or postpone the special meeting, if necessary.
	o  FOR          o  AGAINST          o  ABSTAIN

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE PROPOSALS.

SHAREHOLDER(S):	DATE                     , 2007
	DATE                     , 2007

Please sign Proxy exactly as your name appears on your share certificate. When signing as an attorney, executor, administrator, trustee or guardian, give full title as such. If a signer is a corporation, sign full corporate name by a duly authorized officer. If more than one trustee, all should sign. All joint owners must sign.