ARTICLES OF INCORPORATION
OF STERLING FINANCIAL CORPORATION
The undersigned officers of Sterling Financial Corporation (the “Corporation”), on behalf of the
Corporation do hereby certify that the following correctly set forth the Restated Articles of the Corporation.
These Restated Articles of Incorporation shall completely supersede the Corporation’s Restated Articles of
Incorporation and Articles of Amendment of Restated Articles of Incorporation.
The name of the Corporation is Sterling Financial Corporation.
The principal place of business of the Corporation shall be in the City of Spokane, Spokane County,
The purpose of this Corporation is to serve as a holding company and to transact such other business and
perform such other acts as are permitted under federal law or the law of the State of Washington as such laws
are now in effect or at any time in the future may be amended.
The duration of the Corporation shall be perpetual.
The total number of shares of stock which the Corporation shall have the authority to issue is fifty million
(50,000,000) of which forty million (40,000,000) shall be Common Stock having a par value of One Dollar
($1.00) per share and ten million (10,000,000) shares shall be Preferred Stock having a par value of One Dollar
($1.00) per share. Cumulative voting rights shall not exist with respect to shares of stock or securities converted
into shares of stock of the Corporation. The Board of Directors is hereby authorized, subject to the limitations
prescribed by law and the provisions hereof, at its option, from time to time, to divide all or any part of the
Preferred Stock into series thereof, to establish from time to time the number of shares to be included in any such
series, and to fix the designation, powers, preferences and rights of the shares of each such series and
qualifications, limitations or r