exv4w6







Exhibit 4.6




	 	 	 
	 
	 	 
	NUMBER

	 	SHARES
	 
	 	 
	**A-1**

	 	**303,000**

	 

	 	Fixed Rate Cumulative

Perpetual Preferred Stock,

Series A






STERLING FINANCIAL CORPORATION




          This
Certifies that: UNITED STATES DEPARTMENT OF THE TREASURY




          Is the owner of:



               Three
Hundred and Three Thousand (303,000) fully paid and non-assessable Shares of the above
Corporation transferable only on the books of the Corporation by the holder hereof in person or by
duly authorized Attorney upon surrender of this Certificate properly endorsed.



In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly
authorized officers and to be sealed with the Seal of the Corporation.




          Dated: December 5, 2008




	 	 	 	 	 
	 
	 	 	 	 
	/s/ Harold B. Gilkey 

         Harold B. Gilkey,

	 	/s/ Andrew J. Schultheis 

         Andrew J. Schultheis,
	 	 
	         President and Chief Financial Officer

	 	         Secretary	 	 



















 








THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY
THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL
OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.




     The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations.
Additional abbreviations may also be used though not in the list.



	 	 	 	 	 	 	 
	TEN COM

	 	– as tenants in common
	 	UNIF GIFT MIN ACT —                      Custodian                                     
	 	(Minor)
	TEN ENT

	 	– as tenants by the entireties
	 	   under Uniform Gifts to Minors Act                                                         
	 	(State)
	JT TEN

	 	– as joint tenants with right of survivorship
	 	UNIF TRF MEN ACT —                 Custodian                                          
	 	(Minor)
	 	 	   and not as tenants in common	 	   under                                          (State) Uniform Transfer to Minors Act





NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the certificate in every particular without alteration or enlargement, or any change whatever.




	 	 	 
	 

	 	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE
	For value received, the undersigned hereby sells, assigns and transfers unto

	 	 

	 
	 


	 	 
	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
	 	 






	 	 	 
	 
	 	 
	 
	 	 
	 

	 	 Shares
	 
	 	 
	 
	represented by the within Certificate, and hereby irrevocably constitutes and appoints 
	 

	 
	 	 
	 

	 	 Attorney to transfer the said
	 
	 	 
	 
	 	 
	shares on the books of the within-named Corporation with full power of substitution in the premises.






	 	 	 	 	 	 	 	 	 
	Dated,

	 	 

	 	 	 	 
 

	 	 
	 

	 	 

 In presence of