-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bi/HqstMy7mB4GuTW8qaQ2O9IigJvxwMdozl+4G8VhP3ycYGIdpyDuX9IHsE3TgI O8BYg8GtoAR8xE3DwjX35Q== 0001199593-08-000005.txt : 20080408 0001199593-08-000005.hdr.sgml : 20080408 20080408170307 ACCESSION NUMBER: 0001199593-08-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080404 FILED AS OF DATE: 20080408 DATE AS OF CHANGE: 20080408 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STERLING FINANCIAL CORP /PA/ CENTRAL INDEX KEY: 0000811671 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232449551 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: NORTH POINTE BANKING CORP STREET 2: 101 NORTH POINTE BLVD CITY: LANCASTER STATE: PA ZIP: 17601-4133 BUSINESS PHONE: 7175816030 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GINDER E DENNIS CENTRAL INDEX KEY: 0001199593 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16276 FILM NUMBER: 08745825 MAIL ADDRESS: STREET 1: 101 N POINTE BLVD CITY: LANCASTER STATE: PA ZIP: 17601-4133 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2008-04-04 1 0000811671 STERLING FINANCIAL CORP /PA/ SLFI 0001199593 GINDER E DENNIS 101 NORTH POINTE BLVD LANCASTER PA 17601 0 1 0 0 Sr Vice Pres-Business Services Common Stock 2008-04-04 4 D 0 700 D 0 D Common Stock 2008-04-04 4 D 0 5336 D 0 I by 401(k) Employee Stock Options (right to Buy) 8.70 2008-04-04 4 D 0 5860 D 2002-02-27 2011-02-27 Common 5860 0 D Employee Stock Options (right to Buy) 11.96 2008-04-04 4 D 0 7813 D 2003-02-26 2012-02-26 Common 7813 0 D Employee Stock Options (right to Buy) 14.00 2008-04-04 4 D 0 6250 D 2004-02-25 2013-02-25 Common 6250 0 D Employee Stock Options (right to Buy) 14.00 2008-04-04 4 D 0 3125 D 2004-02-25 2013-02-25 Common 3125 0 D Employee Stock Options (right to Buy) 18.98 2008-04-04 4 D 0 3645 D 2005-02-24 2014-02-24 Common 3645 0 D Employee Stock Options (right to Buy) 18.98 2008-04-04 4 D 0 7292 D 2005-02-24 2014-02-24 Common 7292 0 D Employee Stock Options (right to Buy) 20.94 2008-04-04 4 D 0 9375 D 2006-05-24 2015-05-24 Common 9375 0 D Employee Stock Options (right to Buy) 20.75 2008-04-04 4 D 0 7000 D 2007-04-25 2016-04-25 Common 7000 0 D Shares disposed of pursuant to merger between Sterling Financial Corporation and The PNC Financial Services Group, Inc. pursuant to which each share of Sterling common stock was exchanged for either (a) 0.266641 shares of PNC common stock having a market value of $18.05 per share based on the average closing prices thereof for the five trading days ending on April 3, 2008, with fractional shares exchanged for cash, or (b) $18.05 in cash. In the merger of Sterling and PNC, each outstanding option to purchase Sterling common stock was converted to an option to purchase PNC common stock on substantially the same terms, except that the number of options was adjusted by multiplying the number of Sterling options by 0.266641, the exercise price was adjusted by dividing the Sterling exercise price by 0.266641, and the options became immediately exercisable at the effective time of the merger and will remain exercisable until the expiration date of the options. /s/ E. Dennis Ginder by Jean Svoboda, attorney in fact 2008-04-08 EX-24 2 attach_1.htm
POWER OF ATTORNEY       Exhibit 24



The undersigned hereby constitutes and appoints each of J. Roger Moyer, Jr.,

J. Bradley Scovill, Jean Svoboda, and Tito L. Lima, signing singly,

the undersigned's true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's capacity

as an officer and/or director of Sterling Financial Corporation,

Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange

Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned that

may be necessary or desirable to complete and execute any such Forms 144, 3, 4 or 5,

and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,

in the best interest of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney-in-fact on behalf of

the undersigned pursuant to this Power of Attorney shall be in such form and

shall contain such terms and conditions as such attorney-in-fact may approve in

such attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary, or proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as the undersigned might

or could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such attorney-in-fact, or

such attorney-in-fact's substitute or substitutes, shall lawfully do or cause

to be done by virtue of this power of attorney and the rights and powers herein

granted.  The undersigned acknowledges that the foregoing attorneys-in-fact,

in serving in such capacity at the request of the undersigned, are not

assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange Act of

1934 and hereby releases and agrees to hold such attorneys in fact harmless

from any liability resulting from use of the Power of Attorney except in the case of gross negligence or willful misconduct.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 4 and 5 with respect to

the undersigned's holdings of and transactions in securities issued by the

Company, unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 16 day of June,2006.





Signature:  /s/E. Dennis Ginder

Print Name:  E. Dennis Ginder

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