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: October 7, 2008
(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, 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)      Effective September 16, 2008, the Company entered into amendments to the existing employment agreements with executive officers Brad Copeland and Dave Edson to provide that the terms of the agreements will expire December 31, 2013 (previously September 15, 2008).

Item 9.01  Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits.
	99.1 Form of First Amendment to Employment Agreement (entered into       with Brad Copeland and Dave Edson

SIGNATURES

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

	UMPQUA HOLDINGS CORPORATION
	(Registrant)
Dated: October 7, 2008	By:/s/ Kenneth E. Roberts
	Kenneth E. Roberts
	Assistant Secretary

EX-99.1

EXHIBIT 99.1

FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
FOR
______________

     This First Amendment (the “Amendment”) is dated effective September 16, 2008 and amends the Employment Agreement by and between Umpqua Holdings Corporation (“Umpqua”) and _________ (“Officer”) dated as of March 10, 2006 (the “Employment Agreement”).

RECITALS

     A.      Officer and Umpqua desire to amend the Employment Agreement to extend the term of the Employment Agreement.

AGREEMENT

The parties agree as follows:

     1.       AMENDMENT TO DURATION OF AGREEMENT. Section 1 of the Employment Agreement is amended to provide that the Employment Agreement, including the severance provisions governed by ERISA, shall expire on December 31, 2013.

     2.       ADVICE OF COUNSEL. Officer acknowledges that, in executing this Amendment, Officer has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this Amendment. This Amendment shall not be construed against any party by reason of the drafting or preparation hereof.

     3.       EFFECT OF AMENDMENT. Except as specifically set forth herein, the Employment Agreement as previously executed shall continue in full force and effect as written.

     4.       DEFINED TERMS. Capitalized terms not otherwise defined in this Amendment have the meanings set forth in the Employment Agreement.

“UMPQUA”
Umpqua Holdings Corporation

By: _____________________
      _____________________,__________________

“OFFICER”

___________________
___________________

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