8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report: April 17, 2007
(Date of earliest event reported)

Umpqua Holdings Corporation
(Exact Name of Registrant as Specified in Its Charter)

OREGON	000-25597	93-1261319
(State or Other Jurisdiction of	(Commission File	(I.R.S. Employer
Incorporation or Organization)	Number)	Identification Number)

One SW Columbia Street, Suite 1200
Portland, Oregon 97258
(address of Principal Executive Offices)(Zip Code)

(503) 727-4100
(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 5.02	Departure of Directors or Certain Officers; Election of Directors;
	Appointment of Certain Officers; Compensatory Arrangements of
	Certain Officers.

(e) At the annual meeting of shareholders held on April 17, 2007, Umpqua Holdings Corporation shareholders approved the adoption of amendments to the 2003 Stock Incentive Plan (the “2003 Plan”) and adoption of the 2007 Long Term Incentive Plan (the “2007 Plan”).

The amendments to the 2003 Plan increase the maximum aggregate number of shares subject to awards that may be granted to an individual in a calendar year from 75,000 (100,000 in connection with initial hiring) to 125,000 and limit the number of restricted stock grants an individual may receive in any calendar year to 40,000 shares. A copy of the amended 2003 Plan is incorporated herein by reference to Appendix A to the Company’s Proxy Statement for the 2007 annual meeting of shareholders (the “Proxy Statement”)

The 2007 Plan authorizes the issuance of performance-based restricted stock unit grants to executive officers and reserves 1,000,000 shares of the Company’s common stock for issuance under the plan. The 2007 Plan provides for the following performance vesting criteria: net income; earnings per share; return on average equity; and total shareholder return. With the adoption of the 2007 Plan, the grants to the Company’s named executive officers described in the Company’s Proxy Statement became effective. The 2007 Plan is more fully described in the Company’s Proxy Statement for the annual meeting and is incorporated herein by reference to Appendix B to the Proxy Statement.

Effective with the approval of the amendments to the 2003 Plan, the Company entered into a Second Restated Supplemental Executive Retirement Plan (the “SERP”) with Mr. Davis. The SERP provides for a fixed schedule of annual retirement benefits, the amount of which depends on the timing and circumstances of termination of his employment. If Mr. Davis retires at age 62, his maximum annual benefit is $600,000 and at age 65, his maximum annual benefit is $850,000, paid until the later of his or his spouse’s death, with such payment period not to exceed 36 months after and to be less than 36 months prior to his predicted life expectancy at retirement. In consideration for agreeing to fix the benefit amount in the SERP, effective with the approval of the amendments to the 2003 Plan, Mr. Davis received a Deferred Restricted Stock Grant covering 38,284 shares, to be issued following termination of his employment, subject to vesting based on the timing and circumstances of any termination of his employment prior to age 62. A copy of the SERP is attached as Exhibit 99.1 and a copy of the Deferred Restricted Stock Grant is attached as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibits.
	99.1 Second Restated Supplemental Executive Retirement Plan with Raymond P. Davis
	99.2 Deferred Restricted Stock Grant Agreement with Raymond P. Davis
	99.3 2007 Long Term Incentive Plan (incorporated by reference to Appendix B the
	Company’s proxy statement for the 2007 annual meeting of shareholders held April 17,
	2007)

99.4 Amended 2003 Stock Incentive Plan (incorporated by reference to Appendix A the 

Company’s proxy statement for the 2007 annual meeting of shareholders held April 17, 

2007) 

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this reported to be signed on its behalf of the undersigned hereunto duly authorized.

	UMPQUA HOLDINGS CORPORATION
	(Registrant)
Dated: April 20, 2007	By: /s/ Kenneth E. Roberts
	Kenneth E. Roberts
	Assistant Secretary

EX-99.1

Exhibit 99.1

UMPQUA HOLDINGS CORPORATION

SECOND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FOR
RAYMOND P. DAVIS

     THIS AGREEMENT is made and entered into effective as of January 1, 2007 by and between Umpqua Holdings Corporation (“Umpqua”) and Raymond P. Davis (hereinafter referred to as “Participant”) and supersedes in its entirety the Supplemental Executive Retirement Plan as restated on July 8, 2005.

R E C I T A L S

     A. Participant is serving as the President and Chief Executive Officer of Umpqua. The parties’ desire that Participant will continue to render valuable service to Umpqua in the future. This plan is intended to provide a financial inducement to Participant for continued service, as well as a form of compensation for doing so.

     B. Umpqua and Participant entered into an Employment Agreement dated effective as of July 1, 2003 (“Employment Agreement”), pursuant to which Umpqua is obligated to provide Participant with a supplemental executive retirement benefit on the terms and conditions set forth in this Agreement.

     C. The parties entered into a Supplemental Retirement Plan Agreement, originally dated effective July 1, 2003, which was restated on July 8, 2005. The parties intend for this Agreement to supersede that agreement and any amendments thereto, in their entirety.

     D. In consideration for Participant agreeing to enter into this Agreement, Umpqua has agreed to award Participant a deferred stock grant pursuant to a separate Deferred Stock Agreement. The effectiveness of this Agreement is conditioned on receipt of shareholder approval to amend Umpqua’s 2003 Stock Incentive Plan to increase the limit of the number of shares subject to awards under the plan to an individual in a calendar year.

     ACCORDINGLY, subject to satisfaction of the condition for effectiveness of this Agreement set forth in Recital D above, the parties agree as follows:

ARTICLE 1
ADMINISTRATION

     Section 1.1  Purpose of the Plan.  The purpose of the Plan is to provide retirement  benefits for Raymond P. Davis.

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     Section 1.2 Administration of the Plan. The Compensation Committee shall appoint from time-to-time a person or persons to administer and interpret the terms of the Plan and adopt rules and regulations to implement the Plan (“Administrator”).

     Section 1.3 Top Hat Plan and Excess Benefits. The Plan is an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of management or highly compensated participants (within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of ERISA), and is intended to be exempt from Parts 2, 3, and 4 of ERISA. The Plan also separately accounts for benefits that are provided in excess of the limitations on contributions and benefits imposed by section 415 of the Internal Revenue Code of 1986, as described in section 3(36) of ERISA, and such separate part of the Plan is intended to be an “excess benefit plan” exempt from ERISA pursuant to section 4(b)(5).

ARTICLE 2

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Section 2.1	Definitions. For purposes of the Supplemental Executive Retirement Plan
and this Article 2, the following definitions shall apply:

     “Account” means the separate bookkeeping account established for Participant on the books of Umpqua for the purpose of recording the amounts of supplemental retirement benefits accrued for Participant pursuant to the provisions of this Plan as if the Plan were accounted for in accordance with APB 12.

     “Annual Retirement Benefit” means the benefit amount to be paid annually until Participant’s death (subject to the provisions of Section 2.9 of this Plan), as set forth in Schedule A hereto, the amount of which corresponds to the circumstances of termination of Participant’s employment or Disability and when such termination or Disability occurs, minus the amount of any Offsetting Benefit which Participant receives during the respective benefit payment year.

     “Cause” has the same meaning as first ascribed to it in the Employment Agreement.

     “Change in Control” has the same meaning as first ascribed to it in the Employment Agreement.

     “Compensation Committee” means the Compensation Committee of the Board of Directors of Umpqua or its equivalent appointed by the Board.

     “Disability” or “Disabled” means the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable

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physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Umpqua or a subsidiary of Umpqua.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

     “Good Reason” has the same meaning as first ascribed to it in the Employment Agreement.

     “Normal Commencement Date” means the later of (i) the first day of the month which is six months after the Termination Date or (ii) the first day of the month following Retirement Age.

     “Offsetting Benefits” means Social Security retirement benefits plus any Retirement Plan or pension benefits funded by Umpqua or its affiliates for the benefit of Participant, including interest or earnings thereon, but specifically excluding amounts contributed by Participant into a 401(k) or similar plan together with interest or earnings thereon and any gain or other value derived under any stock options or other stock based compensation plans.

     “Plan” means the Supplemental Executive Retirement Plan set forth in this Agreement, as it may be amended from time to time.

     “Retirement Age” means the Participant’s sixty-second birthday, June 3, 2011.

     “Retirement Plan” means any defined benefit or defined contribution plan qualified under Section 401(a) of the Internal Revenue Code of 1986, sponsored by Umpqua.

     “Termination Date” means the date on which Participant ceases to be an employee of Umpqua for any reason, including death, retirement, disability, and voluntary or involuntary termination.

     “Unforeseeable Emergency” means a severe financial hardship resulting from an illness or accident of Participant, Participant’s spouse or a dependent (as defined in Section 152(a) of the Internal Revenue Code), loss of Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of Participant.

     Section 2.2 Normal Retirement Benefits. In the event Participant’s employment is terminated on or after Participant has attained Retirement Age, commencing on the Normal Commencement Date, subject to Section 2.7, Participant shall be entitled to receive monthly payments of the Annual Retirement Benefit, in the amount set forth on Schedule A for “Normal

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Retirement.” Subject to Section 2.9 of this Plan, monthly payments of the Annual Retirement Benefit shall continue until Participant’s death.

     Section 2.3 Benefits Upon Disability of Participant Prior to Retirement Age. In the event Participant becomes Disabled, Participant shall be entitled to receive monthly payments of the Annual Retirement Benefit, in the amount as set forth on Schedule A for “Disability,” commencing on the first day of the month following Participant becoming Disabled. Subject to Section 2.9, the monthly payments shall continue until Participant’s death.

     Section 2.4. Benefits Upon Termination With Cause or by Participant Without Good Reason. If Participant is terminated for Cause, or Participant terminates employment without Good Reason, prior to Participant reaching Retirement Age, commencing on the Normal Commencement Date, subject to Section 2.7, Participant shall be entitled to receive monthly payments of the Annual Retirement Benefit, in the amount set forth on Schedule A for “Cause/Without Good Reason.” Subject to Section 2.9 of this Plan, monthly payments of the Annual Retirement Benefit shall continue until Participant’s death.

     Section 2.5. Benefits Upon Termination Without Cause or For Good Reason. If Participant’s employment is terminated without Cause or Participant terminates employment for Good Reason, prior to Participant reaching Retirement Age, commencing on the Normal Commencement Date, subject to Section 2.7, Participant shall be entitled to receive monthly payments of the Annual Retirement Benefit, in the amount set forth on Schedule A for “Without Cause/Good Reason.” Subject to Section 2.9 of this Plan, monthly payments of the Annual Retirement Benefit shall continue until Participant’s death.

     Section 2.6. Change in Control. If within two years of a Change in Control Participant’s employment is terminated without Cause or Participant terminates his employment for any reason, commencing on the Normal Commencement Date, subject to Section 2.7, Participant shall be entitled to receive monthly payments of the Annual Retirement Benefit, in the amount set forth on Schedule A for “Change in Control.” Subject to Section 2.9 of this Plan, monthly payments of the Annual Retirement Benefit shall continue until Participant’s death. If the benefit payments under this Agreement, either alone or together with other payments to which the Participant is entitled to receive from the Company, would constitute an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), such benefit payments shall be reduced to the largest amount that will result in no portion of benefit payments under this Agreement being subject to the excise tax imposed by Section 4999 of the Code. The determination of which benefits to reduce shall be made by the Participant, provided the Company’s accountants confirm that such reduction satisfies the requirements of this Section.

     Section 2.7. Delay of Payment if Specified Employee. If at the time Participant’s employment terminates, Participant is a “specified employee” as defined in Section 409A of the Code, the payment of benefits shall not commence until the later of (a) the commencement date otherwise set forth in the applicable section of this Agreement or (b) a date which is six months after

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the date of Applicant’s termination of employment with the Umpqua. Furthermore, if payment of benefits is affected by this six (6) month delay in payment imposed by Section 409A of the Code and benefits under the applicable section were to be paid in installments, the aggregate amount of the first seven (7) months of installments shall be paid at the beginning of the seventh month following the date of termination of employment. Monthly installment payments shall continue thereafter as specified.

     Section 2.8. Death Benefit. In the event Participant dies prior to termination of employment with Umpqua, Participant’s beneficiary, as designated in writing to the Administrator, or if no beneficiary is so designated, Participant’s estate, shall receive a lump sum payment equal to the amount of the Account as of the date of Participant’s death. This death benefit shall be paid within three (3) months of Participant’s death.

     Section 2.9. Minimum and Maximum Term of Life Payments. If Participant is receiving payments under this Plan until his death, Umpqua and Participant agree that such payments will cease in any event no later than 36 months after Participant’s predicted life expectancy determined by Umpqua’s consulting actuaries at the time of Participant’s termination of employment, but, notwithstanding Participant’s earlier death, such payments will continue to a date 36 months prior to such predicted life expectancy, with such payments made to Participant’s beneficiary as designated in writing to the Administrator, or if no beneficiary is so designated, to Participant’s estate. Participant’s life expectancy shall be determined based upon the then most recently published life expectancy table by the Internal Revenue Services or other generally accepted reference source.

     Section 2.10. Early Payment for Unforeseeable Emergency. Participant shall not be entitled to withdraw any portion of the balance in the Account except that, in event of hardship caused by an Unforeseeable Emergency, the Administrator may, but is under no obligation to, distribute all or a portion of the Account. The amount distributed may not exceed the amount necessary to satisfy the financial hardship plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). In the event of any early payment, later benefits will be appropriately adjusted to reflect the early payment as determined by Umpqua’s consulting actuaries.

     Section 2.11. Withholding. Any payment or other distribution of benefits under this Plan may be reduced by any amount required to be withheld by Umpqua under any applicable law, rule, regulation, order or other requirement, now or hereafter in effect, of any governmental authority.

     Section 2.12. Effect on Retirement Plans. Any amounts payable under this Plan shall be disregarded for the purpose of determining any accrued benefits of Participant under any Retirement Plan, except as required by law.

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     Section 2.13. Account. The Account established under this Plan is an unfunded plan of deferred compensation. Benefits and interest earned hereunder are represented solely by bookkeeping entries on records maintained by the Administrator. No funds are held in trust or otherwise segregated for the sole purpose of paying Plan benefits. All Plan benefits are payable solely from the general assets of Umpqua. The Umpqua may from time to time reserve assets in a general account or grantor trust owned by Umpqua for the purpose of paying liabilities that are accrued under this Plan. The Participant (and his successors) shall have no legal or equitable rights, interest or claims in any specific collateral, property or assets of Umpqua, but shall be general unsecured creditors of Umpqua until benefits are paid hereunder.

     Section 2.14. Offset. Any amounts due to Participant hereunder may be applied by Umpqua to offset any amounts past due Umpqua from Participant, provided that such offset may only occur at such time and to the extent that benefit payments are due and payable.

     Section 2.15. Claims Procedure.

                           2.15.1 Interpretation. Any person desiring a benefit under, interpretation or construction of, ruling under or information regarding this Plan shall submit a written request therefor to the Administrator. The Administrator shall respond in writing to any such request as soon as practicable. Any interpretation or construction of, and any ruling under, this Plan by the Administrator shall be final and binding on all parties.

                           2.15.2 Denial of Claim. If a claim for benefits is denied in whole or in part, the Administrator shall notify the claimant of such denial and of his or her right to a conference with an individual designated in the notice for the purpose of explaining the denial. If the claimant does not want such a conference, or is dissatisfied with its outcome, he or she shall be furnished in writing, in a manner calculated to be understood by the claimant, specific reasons for such denial, specific references to the Plan provisions on which the denial is based, a description of any additional material necessary for him or her to perfect his or her claim, an explanation of why such material is necessary, and an explanation of this Plan’s appeals procedure as described in Section 2.15.3.

                           2.15.3 Appeal Procedure. Any person, or his or her duly authorized representative, whose claim for benefits under this Plan has been denied in whole or in part, may appeal from such denial to the Administrator by submitting to the Administrator a written request for review within seventy-five (75) days after receiving notice of denial. The Administrator shall give the claimant an opportunity to review pertinent documents relating to the denial in preparing his or her request for review. The request must set forth all the grounds upon which it is based, supporting facts and documents, and any other matters which the claimant deems pertinent, and the relief sought. The Administrator may require the claimant to submit such additional facts, documents or other material as it deems necessary or adv isable in making its review. The Administrator shall act upon a request for review within 60 days after receipt thereof unless special circumstances require further time, but in no event later than 120 days after such receipt. If the Administrator confirms the denial in whole or in part, the Administrator shall give written notice to

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the claimant setting forth, in a manner calculated to be understood by the claimant, the specific reasons for denial and specific reference to the Plan provisions on which the decision was based. The determination of the Administrator upon such review shall be final and conclusive, but subject to any right of appeal under applicable law.

ARTICLE 3
MISCELLANEOUS.

     Section 3.1 Amendment or Termination. This Plan may be amended or terminated only by the written agreement authorized by the Compensation Committee and signed by the Administrator and Participant. Notwithstanding the foregoing, this Agreement may not be amended to accelerate the timing of distributions of the benefits unless such acceleration is specifically permitted under Section 409A of the Code. Any amendment to delay the payments or change the form of payment, is subject to the following limitations:

                         (a) the amendment may not take effect until at least twelve (12) months after the date on which the amendment is made;

                         (b) other than in the event of death, the first payment with respect to such amendment must be deferred for a period of at least five (5) years from the date such payment otherwise would have been made; and

                         (c) an amendment related to a payment to be made at a specified time may not be made less than twelve (12) months prior to the date of the first scheduled payment.

     Section 3.2 Plan Administrator. With respect to ERISA, the Administrator shall be the plan administrator and named fiduciary as to this Plan and the corporate secretary of Umpqua shall be the agent for purposes of receiving legal process.

     Section 3.3 No Right to Employment. This Plan shall not confer upon Participant the right to be retained in the employ of Umpqua, interfere with the right of Umpqua to discharge or otherwise deal with Participant without regard to the existence of this Plan or otherwise be interpreted or construed as creating or modifying any employment or other contract between Umpqua and Participant.

     Section 3.4 Conclusiveness of Authorized Action. All determinations made under this Agreement by Umpqua’s independent consulting actuaries shall be binding upon Umpqua and Davis in the absence of manifest error. Any other actions taken with respect to this Plan by the Administrator shall be conclusive upon Participant, his beneficiaries and any other persons entitled to benefits under this Plan, subject to the claims procedure set forth in Section 2.15 and the arbitration provisions set forth in Section 3.11.

Section 3.5 Alienation. Except as provided in Section 3.6 below, no right, interest or benefit under this Plan shall be subject to any anticipation, alienation, sale, transfer, assignment,

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pledge, security interest, encumbrance, charge, execution, attachment, garnishment or legal process, and any attempt to do so shall be void.

     Section 3.6 Qualified Domestic Relations Order Distribution. All rights and benefits, including elections, provided to a Participant in this Plan shall be subject to the rights afforded to any “alternate payee” under a “qualified domestic relations order.” Furthermore, a distribution to an “alternate payee” shall be permitted if such distribution is authorized by a “qualified domestic relations order,” even if the affected Participant has not separated from service and has not reached “earliest retirement age” under the Plan. For the purposes of this Section, “alternate payee,” “qualified domestic relations order” and “earliest retirement age” shall have the meaning set forth under Code Section 414(p).

     Section 3.7 Information. Participant and his beneficiaries under this Plan shall provide such authorizations, elections, designations and other information, as Umpqua shall deem necessary for the proper administration of this Plan. All such authorizations, elections, designations and other information shall be in form approved by Umpqua. The Umpqua shall not be obligated to determine the accuracy or authenticity of any information provided by Participant or any beneficiary under this Plan and any payment or other distribution of benefits based thereon shall be binding on such person, or on anyone claiming by, through or under such person, and shall completely discharge any liability under this Plan to the extent of any payment made.

     Section 3.8  Headings. Headings of sections and paragraphs of this Plan are inserted for convenience of reference only and shall not constitute a part of this Plan.

     Section 3.9 Governing State. This Plan shall be interpreted, construed and enforced in accordance with the laws of the State of Oregon, except insofar as state law has been preempted by ERISA.

     Section 3.10 Entire Agreement. This document constitutes the entire agreement between the parties with respect to the Plan provided pursuant to Section 5.5 of the Employment Agreement dated July 1, 2003

     Section 3.11 Arbitration. Any dispute hereunder shall be resolved under binding arbitration pursuant to the provision in Section 15 of the Employment Agreement. Attorney fees will be awarded as provided by Section 17.9 of the Employment Agreement.

     Section 3.12 Notices. All notices, requests, demands, and other communications provided for by this Agreement will be in writing and shall be deemed sufficient upon receipt, when delivered personally or by a nationally-recognized delivery service (such as Federal Express), or three (3) business days after being deposited in the U.S. mail as certified mail, return receipt requested, with postage prepaid, if such notice is addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice.

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To Umpqua,	Umpqua Holdings Corporation
Administrator, or	Suite 1200
Compensation Committee	One SW Columbia Street
	Portland, Oregon 97258
	Attn: Chairman of the Board of Directors
	and copy to:
	Kenneth Roberts Foster Pepper LLP Suite 1800 601 SW 2nd Avenue Portland, Oregon 97204
To Participant:	Raymond P. Davis 609 NW 11th Avenue Portland, Oregon 97209
and copy to:	Terrence R. Pancoast Stoel Rives LLP 900 SW Fifth Avenue, Suite 2600 Portland, Oregon 97204

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first written above.

Umpqua Holdings Corporation

By: _________________________
William Lansing
Compensation Committee Chairman

Executed _____________________, 2007

____________________________
Raymond P. Davis, Participant

Executed _____________________, 2007

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SCHEDULE A

ANNUAL RETIREMENT BENEFIT

The following schedule sets forth the amount of the Annual Retirement Benefit (prior to adjustment for any Offsetting Benefits) to be paid under Sections 2.2 through 2.6, respectively, of the Second Restated Supplemental Executive Retirement Plan for Raymond P. Davis, based on when the Termination Date or date of Disability occurs.

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							Termination By
							Company With
							Cause or by		Termination By
							Participant		Company Without
							Without Good		Cause or By				Death Benefit
	Month of						Reason ( i.e. early		Participant For				(Section 2.8)
	Termination	Normal Retirement			Disability		retirement)		Good Reason		Change in Control		(One Time-
	(or Disability)	(Section 2.2)*		(Section 2.3)*			(Section 2.4)*		(Section 2.5)*		(Section 2.6)*		Lump Sum)
Dec-2006		N/A	$	201,003		$	70,351	$	120,602	$	400,502	$	2,472,845
Jan-2007		N/A	$	206,882		$	72,409	$	124,129	$	403,441	$	2,545,177
Feb-2007		N/A	$	212,762		$	74,467	$	127,657	$	406,381	$	2,617,509
Mar-2007		N/A	$	218,641		$	76,524	$	131,185	$	409,321	$	2,689,841
Apr-2007		N/A	$	224,521		$	78,582	$	134,712	$	412,260	$	2,762,173
May-2007		N/A	$	230,400		$	80,640	$	138,240	$	415,200	$	2,834,505
Jun-2007		N/A	$	236,280		$	82,698	$	141,768	$	418,140	$	2,906,837
Jul-2007		N/A	$	242,675		$	97,070	$	194,140	$	421,338	$	2,985,515
Aug-2007		N/A	$	249,070		$	99,628	$	199,256	$	424,535	$	3,064,193
Sep-2007		N/A	$	255,466		$	102,186	$	204,372	$	427,733	$	3,142,872
Oct-2007		N/A	$	261,861		$	104,744	$	209,489	$	430,930	$	3,221,550
Nov-2007		N/A	$	268,256		$	107,302	$	214,605	$	434,128	$	3,300,228
Dec-2007		N/A	$	274,651		$	109,861	$	219,721	$	437,326	$	3,378,906
Jan-2008		N/A	$	281,047		$	112,419	$	224,837	$	440,523	$	3,457,584
Feb-2008		N/A	$	287,442		$	114,977	$	229,954	$	443,721	$	3,536,262
Mar-2008		N/A	$	293,837		$	117,535	$	235,070	$	446,919	$	3,614,940
Apr-2008		N/A	$	300,233		$	120,093	$	240,186	$	450,116	$	3,693,619
May-2008		N/A	$	306,628		$	122,651	$	245,302	$	453,314	$	3,772,297
Jun-2008		N/A	$	313,023		$	125,209	$	250,419	$	456,512	$	3,850,975
Jul-2008		N/A	$	320,160		$	192,096	$	320,160	$	460,080	$	3,938,772
Aug-2008		N/A	$	327,296		$	196,378	$	327,296	$	463,648	$	4,026,570
Sep-2008		N/A	$	334,433		$	200,660	$	334,433	$	467,216	$	4,114,367
Oct-2008		N/A	$	341,569		$	204,942	$	341,569	$	470,785	$	4,202,164
Nov-2008		N/A	$	348,706		$	209,223	$	348,706	$	474,353	$	4,289,962
Dec-2008		N/A	$	355,842		$	213,505	$	355,842	$	477,921	$	4,377,759
Jan-2009		N/A	$	362,979		$	217,787	$	362,979	$	481,489	$	4,465,557
Feb-2009		N/A	$	370,115		$	222,069	$	370,115	$	485,058	$	4,553,354
Mar-2009		N/A	$	377,252		$	226,351	$	377,252	$	488,626	$	4,641,151
Apr-2009		N/A	$	384,388		$	230,633	$	384,388	$	492,194	$	4,728,949
May-2009		N/A	$	391,525		$	234,915	$	391,525	$	495,763	$	4,816,746
Jun-2009		N/A	$	398,662		$	239,197	$	398,662	$	499,331	$	4,904,543
Jul-2009		N/A	$	406,608		$	325,287	$	406,608	$	503,304	$	5,002,308
Aug-2009		N/A	$	414,555		$	331,644	$	414,555	$	507,277	$	5,100,072
Sep-2009		N/A	$	422,502		$	338,001	$	422,502	$	511,251	$	5,197,836
Oct-2009		N/A	$	430,448		$	344,359	$	430,448	$	515,224	$	5,295,600
Nov-2009		N/A	$	438,395		$	350,716	$	438,395	$	519,197	$	5,393,365
Dec-2009		N/A	$	446,342		$	357,073	$	446,342	$	523,171	$	5,491,129
Jan-2010		N/A	$	454,288		$	363,431	$	454,288	$	527,144	$	5,588,893
Feb-2010		N/A	$	462,235		$	369,788	$	462,235	$	531,118	$	5,686,657
Mar-2010		N/A	$	470,182		$	376,145	$	470,182	$	535,091	$	5,784,422
Apr-2010		N/A	$	478,128		$	382,503	$	478,128	$	539,064	$	5,882,186
May-2010		N/A	$	486,075		$	388,860	$	486,075	$	543,038	$	5,979,950
Jun-2010		N/A	$	494,022		$	395,217	$	494,022	$	547,011	$	6,077,714
Jul-2010		N/A	$	502,853		$	452,568	$	502,853	$	551,427	$	6,186,364
Aug-2010		N/A	$	511,685		$	460,516	$	511,685	$	555,842	$	6,295,014
Sep-2010		N/A	$	520,516		$	468,465	$	520,516	$	560,258	$	6,403,664
Oct-2010		N/A	$	529,348		$	476,413	$	529,348	$	564,674	$	6,512,314
Nov-2010		N/A	$	538,179		$	484,361	$	538,179	$	569,090	$	6,620,964
Dec-2010		N/A	$	547,011		$	492,310	$	547,011	$	573,505	$	6,729,614
Jan-2011		N/A	$	555,842		$	500,258	$	555,842	$	577,921	$	6,838,264
Feb-2011		N/A	$	564,674		$	508,207	$	564,674	$	582,337	$	6,946,914
Mar-2011		N/A	$	573,505		$	516,155	$	573,505	$	586,753	$	7,055,564
Apr-2011		N/A	$	582,337		$	524,103	$	582,337	$	591,168	$	7,164,214
May-2011		N/A	$	591,168		$	532,052	$	591,168	$	595,584	$	7,272,865

Supplement Executive Retirement Plan	Umpqua Holdings Corporation
12
30126612.04

							Termination By
							Company With
							Cause or by		Termination By
							Participant		Company Without
							Without Good		Cause or By				Death Benefit
	Month of						Reason ( i.e. early		Participant For				(Section 2.8)
	Termination		Normal Retirement		Disability		retirement)		Good Reason		Change in Control		(One Time-
	(or Disability)		(Section 2.2)*		(Section 2.3)*		(Section 2.4)*		(Section 2.5)*		(Section 2.6)*		Lump Sum)
Jun-2011		$	600,000	$	600,000	$	600,000	$	600,000	$	600,000	$	7,381,515
Jul-2011		$	605,349	$	605,349	$	605,349	$	605,349	$	605,349	$	7,447,315
Aug-2011		$	610,697	$	610,697	$	610,697	$	610,697	$	610,697	$	7,513,116
Sep-2011		$	616,046	$	616,046	$	616,046	$	616,046	$	616,046	$	7,578,917
Oct-2011		$	621,394	$	621,394	$	621,394	$	621,394	$	621,394	$	7,644,718
Nov-2011		$	626,743	$	626,743	$	626,743	$	626,743	$	626,743	$	7,710,519
Dec-2011		$	632,091	$	632,091	$	632,091	$	632,091	$	632,091	$	7,776,320
Jan-2012		$	637,440	$	637,440	$	637,440	$	637,440	$	637,440	$	7,842,121
Feb-2012		$	642,789	$	642,789	$	642,789	$	642,789	$	642,789	$	7,907,922
Mar-2012		$	648,137	$	648,137	$	648,137	$	648,137	$	648,137	$	7,973,722
Apr-2012		$	653,486	$	653,486	$	653,486	$	653,486	$	653,486	$	8,039,523
May-2012		$	658,834	$	658,834	$	658,834	$	658,834	$	658,834	$	8,105,324
Jun-2012		$	675,000	$	675,000	$	675,000	$	675,000	$	675,000	$	8,171,125
Jul-2012		$	680,587	$	680,587	$	680,587	$	680,587	$	680,587	$	8,238,762
Aug-2012		$	686,175	$	686,175	$	686,175	$	686,175	$	686,175	$	8,306,399
Sep-2012		$	691,762	$	691,762	$	691,762	$	691,762	$	691,762	$	8,374,036
Oct-2012		$	697,349	$	697,349	$	697,349	$	697,349	$	697,349	$	8,441,672
Nov-2012		$	702,937	$	702,937	$	702,937	$	702,937	$	702,937	$	8,509,309
Dec-2012		$	708,524	$	708,524	$	708,524	$	708,524	$	708,524	$	8,576,946
Jan-2013		$	714,111	$	714,111	$	714,111	$	714,111	$	714,111	$	8,644,583
Feb-2013		$	719,699	$	719,699	$	719,699	$	719,699	$	719,699	$	8,712,220
Mar-2013		$	725,286	$	725,286	$	725,286	$	725,286	$	725,286	$	8,779,856
Apr-2013		$	730,873	$	730,873	$	730,873	$	730,873	$	730,873	$	8,847,493
May-2013		$	736,461	$	736,461	$	736,461	$	736,461	$	736,461	$	8,915,130
Jun-2013		$	755,000	$	755,000	$	755,000	$	755,000	$	755,000	$	8,982,767
Jul-2013		$	761,614	$	761,614	$	761,614	$	761,614	$	761,614	$	9,061,463
Aug-2013		$	768,229	$	768,229	$	768,229	$	768,229	$	768,229	$	9,140,159
Sep-2013		$	774,843	$	774,843	$	774,843	$	774,843	$	774,843	$	9,218,855
Oct-2013		$	781,458	$	781,458	$	781,458	$	781,458	$	781,458	$	9,297,552
Nov-2013		$	788,072	$	788,072	$	788,072	$	788,072	$	788,072	$	9,376,248
Dec-2013		$	794,686	$	794,686	$	794,686	$	794,686	$	794,686	$	9,454,944
Jan-2014		$	801,301	$	801,301	$	801,301	$	801,301	$	801,301	$	9,533,640
Feb-2014		$	807,915	$	807,915	$	807,915	$	807,915	$	807,915	$	9,612,336
Mar-2014		$	814,530	$	814,530	$	814,530	$	814,530	$	814,530	$	9,691,032
Apr-2014		$	821,144	$	821,144	$	821,144	$	821,144	$	821,144	$	9,769,729
May-2014		$	827,758	$	827,758	$	827,758	$	827,758	$	827,758	$	9,848,425
Jun-2014		$	850,000	$	850,000	$	850,000	$	850,000	$	850,000	$	9,927,121
	Thereafter	$	850,000	$	850,000	$	850,000	$	850,000	$	850,000

*Denotes annual annuity (paid monthly) starting at age 62 or such later date termination occurs. Monthly payments continue for "Life" subject to Section 2.9 of the Plan.

NOTE: The liability residing on the general ledger would need to be adjusted to the adjusted annual benefit if the beneficiary becomes disabled, is terminated with or without cause, or if there is a change in control.

NOTE FURTHER: Annual annuity amounts for any retirement after June 2011 are as set forth in the above schedule and include the Offsetting Benefits. Annual Annuity payments (or death benefit) triggered by a termination of employment prior to July 2011 are determined by the amounts accrued by the Company in accordance with prescribed accounting rules. The above amounts are estimated based upon current assumption but do not currently take into account anticipated Offsetting Benefits. Therefore the amounts are somewhat over stated. Payments triggered by a termination prior to July 2011 are not subject to Offsetting Benefits.

Supplement Executive Retirement Plan	Umpqua Holdings Corporation
2
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EX-99.2

Exhibit 99.2

UMPQUA HOLDINGS CORPORATION

DEFERRED RESTRICTED STOCK GRANT AGREEMENT

     THIS AGREEMENT by and among Umpqua Holdings Corporation, an Oregon corporation (the “Company”), and Raymond P. Davis (the “Executive”) is dated effective March 5, 2007 (the “Effective Date”).

RECITALS

A. Executive was entitled to retirement benefits under a Supplemental Executive Retirement Plan (“SERP”), restated effective January 1, 2006, which provided that his retirement benefit increases as his average annual compensation increases.

B. The Company’s Compensation Committee and Executive have agreed to enter into a Second Restated Supplemental Executive Retirement Plan (the “Restated SERP”), as of the date hereof, which would supersede the existing SERP and fix the amount of the annual retirement benefits.

C. In consideration for Executive’s agreement to enter into the Restated SERP, the Company has agreed to grant Executive a deferred right to receive stock under the terms of this Agreement.

AGREEMENT

       The Executive and the Company agree as follows:

Article 1
Definitions

     In addition to those defined terms set forth in the Recitals to this Agreement, the following are defined terms that shall have the specified meanings whenever used in the Agreement:

1.1	“Administrator” means the person or persons designated from time to time by the Company’s Board of Directors to administer the terms of this Agreement, or if no person or persons have been designated, the Company’s Board of Directors.
1.2	“Cause” means the definition of “Cause” given in any employment agreement the Executive has with the Company or a Subsidiary, or if no such definition exists, the occurrence of any one or more of the following:

               (a) Dishonest or fraudulent conduct by Executive with respect to the performance of Participant’s duties with the Company;

               (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation of the Company or any of its subsidiaries, including but not limited to conviction or a plea of nolo contendere of Executive of a felony or crime involving moral turpitude;

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               (c) Executive’s willful misconduct or gross negligence in performance of his duties, including but not limited to Executive’s refusal to comply in any material respect with the legal directives of the Board, if such misconduct or negligence has not been remedied or is not being remedied to the Board’s reasonable satisfaction within thirty (30) days after written notice, including a detailed description of the misconduct or negligence, has been delivered by the Board to Executive;

               (d) An order or directive from a state or federal banking regulatory agency requesting or requiring removal of Executive or a finding by any such agency that Executive’s performance threatens the safety or soundness of the Company or any of its subsidiaries; or

               (e) Material breach of Executive’s fiduciary duties to the Company if such breach has not been remedied or is not being remedied to the Board’s reasonable satisfaction within thirty (30) days after written notice, including a detailed description of the breach, has been delivered by the Board to the Executive.

1.3      “Change in Control.” For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred when any of the following events take place:

                (a) Any person (including any individual or entity), or persons acting in concert,become(s) the beneficial owner of voting shares representing fifty percent (50%) or more of the Company;

                (b) A majority of the Board is removed from office by a vote of the Company’s shareholders over the recommendation of the Board then serving; or

                (c) The Company is a party to a plan of merger or plan of exchange and upon consummation of such plan, the shareholders of the Company immediately prior to the transaction do not continue to own at least a majority of the shares of the surviving organization.

1.4	“Code” means the Internal Revenue Code of 1986, as amended.
1.5	“Deferral Account” means a bookkeeping account established in accordance with Article 3.
1.6	“Disability” means the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.
1.7	“Grant Shares” has the meaning set forth in Section 2.1.
1.8	“Good Reason” means the definition of “Good Reason” given in any employment agreement the Executive has with the Company, or if no definition is so given, there shall be no circumstances giving rise to Good Reason under this Agreement.

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      1.9  “Straight-line Vesting” means monthly pro rata vesting between January 1, 2007 and July 1, 2011.

      1.10 “Tax Withholding” has the meaning set forth in Section 7.1.

Article 2
Deferred Stock Grant

     2.1 Deferral of Stock Grant Reservation of Shares. The Company hereby reserves 38,284 shares of the Company’s common stock (the “Grant Shares”) for issuance to the Executive, in accordance with this Agreement, pursuant to the Company’s 2003 Stock Incentive Plan (the “Plan”).

     2.2 Vesting. The number of shares of the Company’s Common Stock subject to issuance under Section 4.1 shall be based on the number of Grant Shares vested, determined based on when and the circumstances under which termination of Executive’s employment with the Company occurs (including but not limited to death or Disability).

           (a) In the event of termination of Executive’s employment due to death or Disability, the vested amount of Grant Shares shall be determined based on Straight Line Vesting.

           (b) In the event the Company terminates the Executive’s employment for Cause or Executive terminates his employment without Good Reason, the vested amount of Grant Shares shall be the percentage shown in Column (A) multiplied by the applicable amount of Grant Shares under Straight Line Vesting. If the Company terminates the Executive’s employment without Cause or Executive terminates his employment with Good Reason, the vested amount of Grant Shares shall be the percentage shown in Column (B) multiplied by the applicable amount of Grant Shares under Straight Line Vesting.

	(A)		(B)
Prior to:	Termination by Umpqua		Termination by
	with Cause or by Executive		Umpqua Without Cause
	without Good Reason		or by Executive for
	(including early retirement)		Good Reason
6/30/2007	35	%	60	%
6/30/2008	40	%	80	%
6/30/2009	60	%	100	%
6/30/2010	80	%	100	%
6/30/2011	90	%	100	%
Thereafter	100	%	100	%

           (c) In the event Executive is terminated by the Company following a Change in Control, the vested amount of the Grant Shares shall be calculated under Straight Line Vesting but by crediting the Executive with a service period equal to one half of the difference between the date of termination

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and June 30, 2011. As an example, if Executive were terminated on June 30, 2009, two years before the June 30, 2011 date of full vesting, he would be credited with an additional year of service and the Straight Line Vesting amount under a Change in Control would be calculated as if he had been terminated at June 30, 2010.

     2.3 Adjustment of Grant Shares. If the outstanding shares of the Company’s Common Stock are hereafter increased, decreased, changed into or exchanged for a different number or kind of shares of Common Stock of the Company or of another corporation, by reason of any reorganization, merger, consolidation, reclassification, stock split-up, combination of shares of Common Stock, or dividend payable in shares of common stock, the Administrator shall adjust the number and kind of Grant Shares. All adjustments made by the Administration, and the extent thereof, will be final and, binding on all parties.

      2.4 No Shareholder Rights. Executive shall have no rights as a shareholder with respect to the Grant Shares until the date of issuance of such shares.

Article 3
Deferral Account

     3.1 Deferral of Dividend Equivalent. The Company shall establish the Deferral Account on its books for the Executive and shall credit to the Deferral Account an amount equal to the cash dividends that would have been paid with respect to the Grant Shares, had the Grant Shares been issued and outstanding as of the date of each cash dividend paid by the Company. Interest shall accrue on the Deferral Account at an annual rate, compounded quarterly, equal to the 5-year Treasury Constant Maturity rate published as of the last business day of the preceding calendar year. As of Executive’s termination of employment, any cash amount, and interest thereon, previously credited to the Deferral Account with respect to Grant Shares which are unvested as of termination shall be deducted from the Deferral Account and thereafter the Deferral Account will only be credited with an amoun t equivalent to dividends paid on the vested Grant Shares and interest thereon.

     3.2 Accounting Device Only. The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a trust fund of any kind. The Executive is a general unsecured creditor of the Company for the payment of cash benefits. The benefits represent the mere promise of the Company to pay such benefits.

Article 4
Payment of Benefits

      4.1  Issuance of Grant Shares.

              4.1.1 Timing of Issuance. The Company shall issue certificates for the vested  Grant Shares within the seventh (7^th) month following termination of Executive’s employment or in the event of Executive’s death or Disability prior to such issuance, within 30 days following such death or Disability. No fractional shares shall be issued.

          4.1.2 Stock Certificates. Stock certificates for the issued Grant Shares shall be registered in Executive’s name or in the name of his designated beneficiary or estate, as appropriate. Such shares shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to any applicable law, rule or regulation.

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               4.1.3 Restrictions on Issuance of Shares. The issuance of Grant Shares shall be subject to compliance with all applicable requirements of federal and state securities laws. No shares may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the common stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance shares shall relieve the Company of any liability in respect of the failure to issue shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of shares, the Company may require the Executive to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. In the unanticipated event the Company is unable to issue the Grant Shares within the seventh month of Executive’s termination of service, the Company shall pay Executive the cash equivalent value of such shares based on the fair market value of the Company’s common stock as of the date of the cash payment.

     4.2 Payment of Deferral Account. The balance of the Deferral Account shall be paid to Executive in a lump sum within the seventh (7th) month following termination of Executive’s employment or in the event of Executive’s death or Disability prior to such payment, within 30 days following such death or Disability.

     4.3 Change in Time and Form of Distribution. The timing of issuance of the vested Grant Shares or distribution of the Deferral Account may not be accelerated except as permitted under Rule 409A of the Code. Any change which delays the timing of distributions or changes the form of distributions may only be made by a written agreement signed by the Company and the Executive and only if the following requirements are met: 4.3.1 The amendment to change the time and form of distribution may not take effect until at least 12 months after the date on which the election is made;

               4.3.2 Other than in the event of death or Disability (as defined under Rule 409A of the Code), the first payment or distribution with respect to such amendment must be deferred for a period of at least 5 years from the date such payment or distribution would otherwise have been made; and

               4.3.3 Any amendment related to a payment or distribution to be made at a specified time may not be made less than 12 months prior to the date of the first scheduled payment or distribution.

Article 5
Death Benefit

     In the event of the Executive’s death before the benefit payments have been made under this Agreement, the Company shall pay the unpaid benefits to the Executive’s designated beneficiary, or if no beneficiary is designated, to the Executive’s estate, at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

Article 6
Beneficiaries

     6.1 Beneficiary Designations. The Executive may designate a beneficiary or beneficiaries by filing a written designation with the Company. The Executive may revoke or modify the

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designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and received by the Company during the Executive’s lifetime. The Executive’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments and distributions shall be made to the Executive’s estate.

     6.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay or distribute such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

Article 7
Tax Withholding

     7.1 Payment Obligation. Prior to the issuance of Grant Shares or payment of amounts from the Deferral Account, Executive must pay to the Company or make adequate provision for the payment of federal, state, and local taxes and FICA withholding requirements (“Tax Withholding”). By accepting the award represented by this Agreement, Executive shall be deemed to have consented to the Company withholding the amount of any Tax Withholding from any amounts payable by the Company to Executive. No shares of common stock will be issued unless and until payment or adequate provision for payment of the Tax Withholding has been made. If the Company later determines that additional Tax Withholding was or has become required beyond any amount paid or provided for by Executive, Executive will pay such additional amount to the Company immediately upon demand by the Company. If Executive fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to Executive, including salary or any bonus.

     7.2 Alternative Payment Arrangements. The Administrator, in its sole discretion, may allow the Participant to pay tax withholding (i) in cash (including by check), (ii) by the Company withholding such amount from other amounts payable by the Company to the Participant, including salary, (iii) by surrender of shares of common stock or other securities of the Company in the manner specified in Section 8.4 of the Plan, (iv) by the application of shares of stock to be issued under this Agreement up to an amount not greater than the Company’s minimum statutory withholding rate for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income, or (v) any combination of the foregoing.

Article 8
Amendments and Termination

     This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive.

Article 9
Administration

     9.1 Administrator. This Agreement shall be administered by the Administrator. The Administrator shall have such powers as are necessary to carry out the intent and administration of this Agreement, including but not limited to (a) interpreting the provisions of

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the Agreement; (b) establishing and revising the method of accounting for the Agreement; (c) maintaining a record of benefit payments; (d) establishing rules and prescribing any forms necessary or desirable to administer the Agreement; and (e) appointing agents, counsel, accountants, consultants and other persons as may be required to assist in administering the Agreement.

      9.2  Claims Procedure.

              9.2.1 Interpretation. Any person desiring a benefit under, interpretation orconstruction of, ruling under or information regarding the Plan shall submit a written request therefor to the Administrator. The Administrator shall respond in writing to any such request as soon as practicable. Any interpretation or construction of, and any ruling under, the Plan by the Administrator shall be final and binding on all parties.

           9.2.2 Denial of Claim. If a claim for benefits is denied in whole or in part, the Administrator shall notify the claimant of such denial and of his or her right to a conference with an individual designated in the notice for the purpose of explaining the denial. If the claimant does not want such a conference, or is dissatisfied with its outcome, he or she shall be furnished in writing, in a manner calculated to be understood by the claimant, specific reasons for such denial, specific references to the Plan provisions on which the denial is based, a description of any additional material necessary for him or her to perfect his or her claim, an explanation of why such material is necessary, and an explanation of this Plan’s appeals procedure as described in Section 9.2.3.

          9.2.3 Appeal Procedure. Any person, or his or her duly authorized representative, whose claim for benefits under the Plan has been denied in whole or in part, may appeal from such denial to the Administrator by submitting to the Administrator a written request for review within seventy-five (75) days after receiving notice of denial. The Administrator shall give the claimant an opportunity to review pertinent documents relating to the denial in preparing his or her request for review. The request must set forth all the grounds upon which it is based, supporting facts and documents, and any other matters which the claimant deems pertinent, and the relief sought. The Administrator may require the claimant to submit such additional facts, documents or other material as it deems necessary or advisable in making its review. The Administrator shall act up on a request for review within 60 days after receipt thereof unless special circumstances require further time, but in no event later than 120 days after such receipt. If the Administrator confirms the denial in whole or in part, the Administrator shall give written notice to the claimant setting forth, in a manner calculated to be understood by the claimant, the specific reasons for denial and specific reference to the Plan provisions on which the decision was based. The determination of the Administrator upon such review shall be final and conclusive, but subject to any right of appeal under applicable law.

Article 10
Miscellaneous

     10.1 Binding Effect. This Agreement shall bind the Executive and the Company and their beneficiaries, survivors, executors, administrators and transferees.

     10.2 No Guarantee of Continued Position. This Agreement is not a contract for employment, nor does it entitle the Executive to remain an Executive of the Company. It also does not require the Executive to remain an executive nor interfere with the Executive’s right to resign at any time.

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     10.3 Non-Transferability. The right to receive benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner, except by will or by the laws of descent and distribution.

     10.4 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of Oregon, except to the extent the laws of the United States of America otherwise require.

     10.5 Unfunded Arrangement. The Executive and the Executive’s beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits.

     10.6 Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor company.

     10.7 Attorneys’ Fees. In the event of litigation, arbitration, or any other form of dispute resolution to enforce any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, including fees on appeal, if any, in addition to other relief awarded.

     10.8 Notice. Any notice required or permitted to be given under this Agreement shall be in writing, signed by the party giving the same. If such notice is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address as shown on the Company’s records.

     10.9 IRC Section 409A Compliance. Notwithstanding any other provision of Agreement, it is intended that any deferred compensation benefit which is provided pursuant to or in connection with this Agreement shall be provided and issued in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Any provision in this Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. To the extent permitted under Section 409A, the parties shall reform the provision, provided such reformation shall not subject the Executive to additional tax or interest and the Company shall not be required to incur any additional compensation as a result of the reformation. In addition, any provision that is required to appear in this Agreement that is not expressly set forth shall be deemed to be set forth herein, and this Agreement shall be administered in all respects as if such provision were expressly set forth. References in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code Section 409A.

     10.10 IRC 280G Adjustment. If the benefit payments under this Agreement, either alone or together with other payments to which the Executive is entitled to receive from the Company, would constitute an “excess parachute payment” as defined in Section 280G of the Code, such benefit payments shall be reduced to the largest amount that will result in no portion of benefit payments under this Agreement being subject to the excise tax imposed by Section 4999 of the Code. The determination of which benefits to reduce shall be made by the Executive, provided the Company’s accountants confirm that such reduction satisfies the requirements of this Section.

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     10.11 Conditional Effectiveness. Executive’s right to receive the deferred stock grant under this Agreement is conditioned on the Company receiving shareholder approval of an amendment to the Plan to increase the limit of the number of shares subject to awards under the plan to an individual in a calendar year.

     10.12 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

IN WITNESS WHEREOF, the Executive and a duly authorized Company officer have signed this Agreement.

Executive:	Umpqua Holdings Corporation
________________________	By: ______________________
Raymond P. Davis	William Lansing,
	Chair of Compensation Committee
Executed __________________, 2007	Executed ____________________, 2007

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BENEFICIARY DESIGNATION

for

     UMPQUA HOLDINGS CORPORATION DEFERRED RESTRICTED STOCK GRANT AGREEMENT

I designate the following person or persons as beneficiary of benefits under this Agreement payable following my death:

PRIMARY:

Name                                                                Relationship                                                                 Percentage

_______________________________________________________________________________

CONTINGENT:

Name                                                                Relationship                                                                 Percentage

_______________________________________________________________________________

Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the
trust agreement.
 

I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved. If no beneficiary is designated or if none of the designated beneficiaries are living at my death, then the benefits shall be payable as provided by the Agreement.

Printed Name: _________________________

Signature: ____________________________

Date: _______________________________

            Received by the Company this _________ day of  _________________, ______________.

By: _______________________________

Title: ______________________________

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