EXHIBIT 4.2


 


ARTICLES OF AMENDMENT

OF

RESTATED

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 sets
forth an amendment to the Corporation’s Restated Articles of Incorporation.


 


A.                                   The name of this Corporation is Sterling
Financial Corporation.


 


B.                                     The Restated Articles of Incorporation are
hereby amended as follows:


 


1.                                       The text of Article V of the Restated
Articles of Incorporation of the Corporation is hereby amended and reads as
follows:


 


Article V


 


The total number of shares of stock which the
Corporation shall have the authority to issue is seventy million (70,000,000)
of which sixty million (60,000,000) 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 restrictions
thereof, and to determine variations, if any, between any series so established
as to all matters, including, but not limited to, the determination of the
following:


 


(a)                                  the number of shares
constituting each such series and the distinctive designation of such series;


 


(b)                                 the rate of dividend,
if any, and whether dividends shall be cumulative or noncumulative;


 


(c)                                  whether or not such
series shall be redeemable and, if so, the terms and conditions upon which
shares of such series shall be redeemable, including the date or dates after
which they shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and at different
redemption dates;


 


(d)                                 the extent, if any, to
which such series shall have the benefit of any sinking fund provisions for
redemption or purchase of shares;


 


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(e)                                  the rights, if any,
of such series in the event of dissolution of the Corporation or upon any
distribution of the assets of the Corporation, including with respect to
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares
of such series;


 


(f)                                    whether or not the
Shares of such series shall be convertible and, if so, the terms and conditions
of which shares of such series shall be so convertible; and


 


(g)                                 such other powers,
designations, preferences and relative participating, optional or other special
rights and such qualifications, limitations or restrictions thereon to the
extent permitted by law.


 


C.                                     The amendment to Article V of the
Restated Articles of Incorporation of the Corporation was duly adopted by the
Board of Directors of the Corporation, in accordance with the provisions of RCW
23B.10.020, at the meeting of the Board of Directors of the Corporation held on
July 25, 2005.


 


IN
WITNESS WHEREOF, the Corporation has caused these Articles of Amendment of
Restated Articles of Incorporation to be executed in duplicate as of August 31,
2005.


 


 


	
   

  	
  STERLING
  FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Harold B. Gilkey

  	
   

  
	
  Attest:

  	
   

  	
  Harold
  B. Gilkey, Chairman of the Board

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
  /s/
  Ned M. Barnes

  	
   

  	
   

  
	
  Ned
  M. Barnes, Secretary

  	
   

  
					



 


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