Sterling Financial Corporation Nominating
 Committee Charter

 

Purpose
The Nominating Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Sterling Financial Corporation (“Sterling”) (1) to assist the Board by identifying individuals qualified to become Board members and to recommend to the Board the director nominees for each annual meeting of shareholders; (2) to assist the Board fill openings on the Board by identifying individuals qualified to become Board members and to recommend to the Board qualified individuals to fill any such opening; and (3) to recommend to the Board, on an annual basis, director nominees for each Board committee.

Committee Membership
The Committee shall consist of no fewer than three members, each of whom shall be a director of
Sterling. Each member of the Committee shall meet the requirements of the applicable NASDAQ listing standards relating to independence and all other applicable legal requirements. The Committee shall also consider the absence or presence of material relationships with Sterling, which may impact independence. Members shall be appointed and removed by the Board. A majority of the members of the Committee shall constitute a quorum. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Committee members present shall constitute the act of the Committee. Any action permitted or required to be taken at a meeting of the Committee may be taken without a meeting if one or more written consents setting forth the action are signed by all of the members of the Committee.

Authority And Responsibilities
1. The Committee shall have the responsibility to develop and recommend criteria for the selection of new directors to the Board, which may include contacts within
Sterling’s market area, skills, experience, time availability (including the number of other boards which he or she is a member) and such other criteria as the Committee shall determine to be relevant at the time. The Committee shall have the power to apply such criteria in connection with the identification of individuals to be Board members, as well as to apply the standards for independence imposed by applicable laws and regulations in connection with such identification process.

2. The Committee shall review and recommend to the Board an appropriate course of action with respect to or upon the resignation, retirement or removal of any then currently serving director, including whether a new director should be appointed by the Board prior to Sterling’s next shareholder meeting, all in accordance with Sterling’s Bylaws.

3. The Committee shall annually recommend for approval by the Board and Sterling’s shareholders a slate of director nominees. At the request of the Board, the Committee shall recommend for approval by the Board, director nominees to fill vacancies or new positions on the Board as they may occur or be created from time to time, all in accordance with Sterling’s Bylaws.

4. The Committee shall recommend to the Board the nominees for appointment to committees of the Board on at least an annual basis.

5. The Committee may form and delegate authority to subcommittees or members when appropriate.

6. The Committee shall annually review its own performance.

7. The Committee, and each member of the Committee in his or her capacities as such, shall be entitled to rely, in good faith, on information, opinions, reports or statements, or other information prepared or presented to them by (i) officers and other employees of Sterling, whom such member believes to be reliable and competent in the matters presented, (ii) counsel, public accountants or other persons as to matters which the member believes to be within the professional competence of such person.

8. Minutes of each meeting will be compiled by any person designated by the Committee to act as Secretary of the Committee.