EXHIBIT 99.1

FOR IMMEDIATE RELEASE
Contacts:
Ray Davis	Ron Farnsworth
President/CEO	EVP/Chief Financial Officer
Umpqua Holdings Corporation	Umpqua Holdings Corporation
503-727-4101	503-727-4108
raydavis@umpquabank.com	ronfarnsworth@umpquabank.com

UMPQUA HOLDINGS REPORTS THIRD QUARTER 2009 RESULTS
 Net loss available to common shareholders of $0.14 per share for third quarter
Non-performing assets as % of total assets declined to 1.70% during third quarter
Deposits increased $401 million during third quarter

PORTLAND, Ore. – October 15, 2009 – Umpqua Holdings Corporation (NASDAQ: UMPQ), parent company of Umpqua Bank and Umpqua Investments, Inc. today announced a third quarter 2009 net loss of $7.1 million. Including preferred stock dividends of $3.2 million, the net loss available to common shareholders was $10.4 million, or $0.14 per diluted share.

Significant financial statement items for the third quarter of 2009 include:

• Provision for loan losses of $52.1 million;
• Total net charge-offs of $47.3 million;
• The allowance for credit losses increased from 1.63% to 1.71% of total loans during the third quarter;
• Non-performing assets to total assets decreased on a sequential quarter basis from 1.73% to 1.70%;
• Non-performing loans to total loans increased on a sequential quarter basis from 1.87% to 2.13%;
• Total deposits increased $401 million, or 6%, on a sequential quarter basis;
• Net interest margin, on a tax equivalent basis, decreased 15 basis points during the quarter to 4.05%, due in part to 6 basis points from interest reversals on new non-accrual loans, and holding a larger interest bearing cash position;
• The cost of interest bearing deposits for the third quarter was 1.50%, a decrease of 10 basis points from the second quarter of 2009;
• Mortgage banking revenue was $4.3 million on closed mortgage loan volume of $159 million;
• Gain on fair value of junior subordinated debentures of $1.0 million;
• Net loss on other real estate owned was $8.6 million;
• Tangible common equity ratio of 8.88% and tangible book value per common share of $8.76, up from 6.37% and $8.47, respectively, as of June 30, 2009, based on a successful underwritten public offering of common stock in August 2009; and
• Total risk based capital of 17.52%, up from 14.27% as of June 30, 2009.

“This past quarter was highlighted by the Company's $259 million capital raise, strong deposit growth of over $400 million and continued progress in resolving credit issues,” said Ray Davis, president and CEO of Umpqua Holdings Corporation. “As we wind down our exposure to residential development loans, management will remain as focused and aggressive on resolving troubled loans throughout other areas of our portfolio as they are identified. Until the national economy is on solid footing, we realize we will still have work to accomplish in leading Umpqua through the end of this recession. The management team here at

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 2 of 28

Umpqua is confident that the company will emerge from this economy strong and ready to take advantage of future opportunities.”

Asset quality
Non-performing assets were $156.0 million, or 1.70% of total assets, as of September 30, 2009, compared to $150.0 million, or 1.73% of total assets as of June 30, 2009. Of this amount, $5.6 million represented loans past due greater than 90 days and still accruing interest, $123.7 million represented non-accrual loans, and $26.7 million was other real estate owned (OREO).

The Company has aggressively charged-down impaired assets to their disposition values, and are expected to be resolved at those levels, absent further declines in market prices. As of September 30, 2009, the non-performing assets of $156.0 million have been written down by 44%, or $121.4 million, from their original balance of $277.4 million.

The provision for loan losses for the third quarter of 2009 was $52.1 million. Total net charge-offs for the third quarter of 2009 were $47.3 million, which represented 3.07% of average loans on an annualized basis. The allowance for credit losses increased to 1.71% of total loans as of September 30, 2009, compared to 1.63% of total loans as of June 30, 2009 and 1.54% of total loans as of September 30, 2008.

Loans past due 30-89 days were $46.1 million, or 0.76% of total loans as of September 30, 2009. This amount declined 6% from June 30, 2009, and declined 36% from September 30, 2008.

Since 2007, the Company has been aggressively resolving problems arising from the current economic downturn. The following is a recap of the Company’s credit quality trends since the start of 2007:

Credit quality trends
(Dollars in thousands)
	Provision	Net	Allowance		Non-performing
	for	charge-offs	for credit loss	30-89 days	assets to
	loan loss	(recoveries)	to loans %	past due %	total assets %
Q1 2007	$83	$(90)	1.14%	0.17%	0.18%
Q2 2007	3,413	31	1.17%	0.56%	0.59%
Q3 2007	20,420	865	1.47%	0.99%	0.96%
Q4 2007	17,814	21,188	1.42%	0.64%	1.18%
Q1 2008	15,132	13,476	1.45%	1.13%	1.06%
Q2 2008	25,137	37,976	1.22%	0.31%	1.25%
Q3 2008	35,454	15,193	1.54%	1.16%	1.66%
Q4 2008	31,955	30,072	1.58%	0.96%	1.88%
Q1 2009	59,092	59,871	1.58%	1.47%	1.82%
Q2 2009	29,331	26,047	1.63%	0.80%	1.73%
Q3 2009	52,108	47,342	1.71%	0.76%	1.70%
Total	$289,939	$251,971

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 3 of 28

Loan portfolio
Construction loan portfolio
Total construction loans as of September 30, 2009 decreased 6% from June 30, 2009, and decreased 24% from September 30, 2008. Within the construction loan portfolio, the residential development loan segment was $258.5 million, or 4% of the total loan portfolio. Of this amount, $50.8 million represented non-performing loans, and $207.7 million represented performing loans, which were 3% of the total loan portfolio. The residential development loan segment has decreased $197 million, or 43%, from September 30, 2008.

Approximately 36% of the remaining performing residential development portfolio was comprised of loans greater than $5 million, and 53% representing loans with balances less than $3 million.

The remaining $490 million in construction loans as of September 30, 2009 was primarily commercial construction projects. These commercial construction loans are uniquely different from the residential development loans. Total non-performing assets related to commercial construction loans were $17.4 million at September 30, 2009, with $9.4 million, or 1.9% of total commercial construction projects, past due 30-89 days as of September 30, 2009.

Commercial real estate loan portfolio
The total term commercial real estate loan portfolio was $3.4 billion as of September 30, 2009. Of this total, $2.4 billion are non-owner occupied, and $1.0 billion are owner occupied as of September 30, 2009. Of the total portfolio, $14.4 million, or 0.4%, are past due 30-89 days as of September 30, 2009, down from $25.7 million, or 0.8% as of June 30, 2009. As shown in table 7 on page 25 of this release, 7% of the total commercial real estate portfolio matures between October 2009 and December 2010, 8% of the portfolio matures in years 2011-2012, and 19% in years 2013-2014. The remaining 66% of the portfolio matures in or after the year 2015.

The portfolio was conservatively underwritten at origination to a minimum debt service coverage ratio of 1.20, and as a result in many cases the loan-to-value was substantially less than our in-house maximum of 75%. This underwriting serves to protect against the low capitalization rate environment of the past several years.

During the past 12 months, the Company has completed several rounds of stress testing on the commercial real estate portfolio, focusing on items such as capitalization rate, interest rate and vacancy factors. The results of the stress testing showed no significant issues, unlike our experience in the residential development construction portfolio. However, given the economic climate, we expect any potential issues that may arise in this portfolio will result from individual loans within distinct geographic areas and not represent a systemic weakness. We are well positioned to manage the exposure and work with our customers until the economic climate improves.

Restructured loans
Restructured loans were $182 million as of September 30, 2009. The Company will consider a loan for restructuring only if it is current on payments. The Company does not enter into restructurings on loans in non-performing status, and requires the customer to pledge additional collateral, maintain a minimum debt service coverage ratio of 1.0, and show substantial external sources of repayment prior to the Company agreeing to restructure.

Additional detail on credit quality, trends, the loan portfolio by segment and non-performing assets
Additional tables are included at the end of this earnings release covering the following aspects of the Company's loan portfolio: residential development loan trends by region, residential development loan stratification by size and by region, non-performing asset detail by type and by region, loans past due 30-89 days by type and by region, loans past due 30-89 days trends, commercial real estate loan portfolio by type

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
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and by region, commercial real estate loan portfolio by type and by year of maturity, commercial real estate loan portfolio by type and by year of origination, commercial construction loan portfolio by type and by region, and commercial loan portfolio by type and by region.

Net interest margin
The Company reported a tax equivalent net interest margin of 4.05% for the third quarter of 2009, compared to 4.20% for the second quarter of 2009, and 4.12% for the third quarter of 2008. The decrease in net interest margin resulted primarily from holding higher levels of interest bearing cash, which bear lower interest rates, during the third quarter of 2009, along with interest reversals on new non-accrual loans. Interest reversals on new non-accrual loans during the third quarter of 2009 were $1.2 million, negatively impacting the net interest margin by 6 basis points. Excluding the reversals of interest, the net interest margin would have been 4.11% during the quarter. The cost of interest bearing deposits was 10 basis points lower than the second quarter of 2009.

Mortgage banking revenue
The Company generated $4.3 million in total mortgage banking revenue during the third quarter of 2009, on closed loan volume of $159 million, compared to revenue of $6.3 million for the second quarter of 2009, on closed loan volume of $234 million, and revenue of $1.0 million for the third quarter of 2008, on closed loan volume of $85 million.

Approximately 55% of the third quarter 2009 closed loan volume was from refinance activity, with 45% from new purchase activity. Our application pipeline at September 30, 2009 was $132 million, with 45% of that total for refinances and 55% for new purchases.

Fair value of junior subordinated debentures
The Company recognized a gain from the change in fair value of junior subordinated debentures of $1.0 million during the third quarter of 2009. The Company utilizes a pricing service along with internal models to determine the valuation of this liability. The majority of the gain relates to the $61.8 million of junior subordinated debentures issued in the third quarter of 2007, which carry interest rate spreads of 135 and 275 basis points over the 3 month LIBOR. As of September 30, 2009, the credit adjusted interest spread for potential new issuances was forecasted to be significantly higher. The difference between spreads creates the gain in fair value of the Company’s junior subordinated debentures which results from their carrying amount compared to the estimated amount that would be paid to transfer the liability in an orderly transaction among market participants. This fair value adjustment will reverse and be recognized as a reduction in non-interest income over the remaining period to maturity of the related instrument. As of September 30, 2009, the total par value of junior subordinated debentures carried at fair value was $134.0 million, and the fair value was $82.0 million.

Non-interest expense
Total non-interest expense for the third quarter of 2009 was $68.3 million, compared to $178.6 million for the second quarter of 2009. Included in non-interest expense are several categories which are outside of the control of the Company, including FDIC deposit insurance assessments, gain or loss on other real estate owned valuations, VISA litigation and infrequently occurring expenses such as merger costs and goodwill impairments. Excluding the non-controllable or infrequently occurring items, the remaining non-interest expense items totaled $56.4 million for the third quarter of 2009, down slightly from $56.7 million for the second quarter of 2009. This decrease related mainly to decreases in variable expense related to our mortgage operation (on decreased revenue).

Total FDIC deposit insurance assessments during the third quarter of 2009 were $3.3 million, a decrease of 50% from the second quarter of 2009, and an increase of 152% over the third quarter of 2008. The sequential quarter decrease resulted from an industry-wide special assessment in the second quarter of 2009 of $4.0 million. The increase over the prior year resulted from an overall industry-wide increase in assessments as the FDIC is replenishing the deposit insurance fund.

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
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Balance sheet
Total consolidated assets as of September 30, 2009 were $9.2 billion, compared to $8.7 billion on June 30, 2009 and $8.3 billion a year ago. Total gross loans and leases, and deposits, were $6.1 billion and $7.2 billion, respectively, as of September 30, 2009, compared to $6.2 and $6.5 billion, respectively, as of September 30, 2008.

Total loans decreased $23 million during the third quarter of 2009. Total gross loan fundings during the third quarter of 2009 were $410 million, which were offset by payments received on previously funded loans of $385 million, and gross charge-offs of $48 million, resulting in the overall decrease of $23 million in loans during the third quarter.

Total deposits increased $401 million during the third quarter of 2009. Deposits from public entities declined $134 million during the third quarter. Excluding this, deposits from consumers and businesses increased $535 million during the third quarter. Over 4,400 new non-interest bearing demand accounts were opened in the third quarter of 2009, and approximately 10,800 new deposit accounts opened in total. Average non-interest bearing demand deposits increased $21 million over the second quarter of 2009.

At September 30, 2009, the Company had $262 million of interest bearing cash earning 0.25%, the target Federal Funds Rate. This excess balance sheet liquidity has been increased as investment security alternatives in the current market are unattractive given the historically low interest rate environment. The Company plans to hold this extra interest bearing cash position until the investment alternatives in the market improve from a return/duration standpoint. Including secured off-balance sheet lines of credit, total available liquidity to the Company was $3 billion as of September 30, 2009, representing 33% of total assets and 41% of total deposits.

Capital
As of September 30, 2009, total shareholders’ equity was $1.6 billion, comprised of $204 million in preferred stock (par value of $214.2 million issued to the U.S. Treasury on November 14, 2008 and described below), and common equity available to common shareholders of $1.4 billion. Book value per common share was $16.16, tangible book value per common share was $8.76 and the ratio of tangible common equity to tangible assets was 8.88%.

In August 2009, the Company completed an underwritten public offering of common stock raising $258.7 million by issuing 26,538,461 shares of the Company’s common stock, including 3,461,538 shares pursuant to the underwriters’ over-allotment option, at a price of $9.75 per share. The net proceeds to the Company after deducting underwriting discounts and commissions and offering expenses were approximately $245.7 million. The net proceeds from the offering qualify as tangible common equity and Tier 1 capital and will be used for general corporate purposes, which may include capital to support growth and acquisition opportunities and to position the Company for eventual redemption of preferred stock issued to the U.S. Treasury under the Capital Purchase Program.

The Company’s estimated total risk-based capital ratio as of September 30, 2009 is 17.52%, and has increased from 11.30% as of September 30, 2008. Our total risk-based capital level is well in excess of the regulatory definition of “well capitalized” of 10.00%. This capital ratio as of September 30, 2009 is an estimate pending completion and filing of the Company’s regulatory reports.

Excluding the sale of preferred stock during the fourth quarter of 2008, the Company’s total risk-based capital ratio as of September 30, 2009 would have been 14.60%, an increase from the 11.30% as of September 30, 2008.

On November 14, 2008, in exchange for an aggregate purchase price of $214.2 million, Umpqua Holdings Corporation issued and sold to the United States Department of the Treasury (U.S. Treasury) pursuant to the

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
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TARP Capital Purchase Program the following: (i) 214,181 shares of the Company's newly designated Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value per share, with a liquidation preference of $1,000 per share ($214,181,000 liquidation preference in the aggregate) and (ii) a warrant to purchase up to 2,221,795 shares of the Company's common stock, no par value per share, at an exercise price of $14.46 per share, subject to certain anti-dilution and other adjustments. The warrant may be exercised for up to ten years after it was issued.

After completion of the underwritten public offering of common stock in August 2009, the number of shares of common stock underlying the warrant issued to the U.S. Treasury were reduced by 50%, and now total 1,110,898 at the same exercise price of $14.46 per share.

There were no repurchases of common stock during the first nine months of 2009. The total remaining available common shares authorized for repurchase is approximately 1.5 million as of September 30, 2009.

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
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Non-GAAP Financial Measures
In addition to results presented in accordance with generally accepted accounting principles in the United States of America (GAAP), this press release contains certain non-GAAP financial measures. Umpqua believes that certain non-GAAP financial measures provide investors with information useful in understanding Umpqua’s financial performance, however, readers of this report are urged to review these non-GAAP financial measures in conjunction with the GAAP results as reported.

Umpqua incurs significant expenses related to the completion and integration of mergers. Additionally, we may recognize goodwill impairment losses that have no direct effect on the Company’s or the Bank’s cash balances, liquidity, or regulatory capital ratios. Accordingly, management believes that our operating results are best measured on a comparative basis excluding the impact of merger-related expenses, net of tax, and other charges related to business combinations such as goodwill impairment charges. We define operating earnings as earnings available to common shareholders before merger related expenses, net of tax, and goodwill impairment, and we calculate operating earnings per diluted share by dividing operating income by the same diluted share total used in determining diluted earnings per common share.

The following table provides the reconciliation of net (loss) earnings available to common shareholders (GAAP) to operating (loss) earnings (non-GAAP), and net (loss) earnings per diluted common share (GAAP) to operating (loss) earnings per diluted share (non-GAAP) for the periods presented:

									Sequential		Year over
					Quarter ended:				Quarter		Year
(Dollars in thousands, except per share data)		9/30/09			6/30/09			9/30/08	% Change		% Change
Net (loss) earnings available to common shareholders	$	(10,376	)	$	(107,514	)	$	12,350	90	%	(184	)%
Add back: Merger expense, net of tax, and goodwill
impairment	--				111,996		--		nm		nm
Operating (loss) earnings	$	(10,376	)	$	4,482		$	12,350	(332	)%	(184	)%
Earnings (loss) per diluted share:
Net (loss) earnings available to common shareholders	$	(0.14	)	$	(1.79	)	$	0.20	(92	)%	(170	)%
Operating (loss) earnings	$	(0.14	)	$	0.07		$	0.20	(300	)%	(170	)%
					Nine months ended:				Year over Year
					9/30/09			9/30/08	% Change
Net (loss) earnings available to common shareholders				$	(136,338	)	$	47,065	(390			)%
Add back: Merger expense, net of tax, and goodwill impairment					112,116		--		nm
Operating (loss) earnings				$	(24,222	)	$	47,065	(151			)%
Earnings (loss) per diluted share:
Net (loss) earnings available to common shareholders				$	(2.10	)	$	0.78	(369			)%
Operating (loss) earnings				$	(0.37	)	$	0.78	(147			)%
nm = not meaningful

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
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Management believes "tangible common equity" and the "tangible common equity ratio" are meaningful measures of capital adequacy. Tangible common equity is calculated as total shareholders' equity less preferred stock and less goodwill and other intangible assets, net (excluding MSRs). In addition, tangible assets are total assets less goodwill and other intangible assets, net (excluding MSRs). The tangible common equity ratio is calculated as tangible common shareholders’ equity divided by tangible assets.

The following table provides reconciliations of ending shareholders’ equity (GAAP) to ending tangible common equity (non-GAAP), and ending assets (GAAP) to ending tangible assets (non-GAAP).

Dollars in thousands, except per share data		9/30/09			6/30/09			9/30/08
Total shareholders' equity	$	1,606,150		$	1,356,423		$	1,247,068
Subtract:
Preferred stock		203,779			203,231			--
Goodwill and other intangible assets, net		641,759			643,080			760,252
Tangible common shareholders' equity	$	760,612		$	510,112		$	486,816
Total assets	$	9,204,346		$	8,656,677		$	8,327,633
Subtract:
Goodwill and other intangible assets, net		641,759			643,080			760,252
Tangible assets	$	8,562,587		$	8,013,597		$	7,567,381
Common shares outstanding at period end		86,780,559			60,237,042			60,124,192
Tangible common equity ratio		8.88	%		6.37	%		6.43	%
Tangible book value per common share	$	8.76		$	8.47		$	8.10

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
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About Umpqua Holdings Corporation
Umpqua Holdings Corporation (NASDAQ: UMPQ) is the parent company of Umpqua Bank, an Oregon-based community bank recognized for its entrepreneurial approach, innovative use of technology, and distinctive banking solutions. Umpqua Bank has 153 locations between Napa, Calif., and Bellevue, Wash., along the Oregon and Northern California Coast and in Central Oregon. Umpqua Holdings also owns a retail brokerage subsidiary, Umpqua Investments, Inc., which has locations in Umpqua Bank stores and in dedicated offices in Oregon. Umpqua Bank's Private Bank Division provides tailored financial services and products to individual customers. Umpqua Holdings Corporation is headquartered in Portland, Ore. For more information, visit www.umpquaholdingscorp.com.

Umpqua Holdings Corporation will conduct a quarterly earnings conference call Thursday, October 15, 2009, at 10:00 a.m. PT (1:00 p.m. ET) during which the Company will discuss third quarter 2009 results and provide an update on recent activities. There will be a question-and-answer session following the presentation. Shareholders, analysts and other interested parties are invited to join the call by dialing 800-752-8363 a few minutes before 10:00 a.m. The conference ID is “33238668.” Information to be discussed in the teleconference will be available on the Company’s Website prior to the call at www.umpquaholdingscorp.com. A rebroadcast can be found approximately two hours after the conference call by dialing 800-642-1687 with the conference ID noted above, or by visiting the Company’s Website.

Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995, which management believes are a benefit to shareholders. These statements are necessarily subject to risk and uncertainty and actual results could differ materially due to various risk factors, including those set forth from time to time in our filings with the SEC. You should not place undue reliance on forward-looking statements and we undertake no obligation to update any such statements. In this press release we make forward-looking statements about limitations on exposure in our commercial real estate loan portfolio, our ability to effectively manage that exposure and resolution of non-accrual loans. Specific risks that could cause results to differ from the forward-looking statements are set forth in our filings with the SEC and include, without limitation, unanticipated deterioration in the commercial real estate loan portfolio, and loss of, or inability to recruit, personnel to manage problem credits.

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
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Umpqua Holdings Corporation
Consolidated Statements of Income
(Unaudited)
					Quarter Ended:
										Sequential		Year over
										Quarter		Year
Dollars in thousands, except per share data		Sep 30, 2009			Jun 30, 2009			Sep 30, 2008		% Change		% Change
Interest income
Loans and leases	$	89,474		$	88,940		$	98,180		1	%	(9	)%
Interest and dividends on investments:
Taxable		15,365			13,889			9,725		11	%	58	%
Exempt from federal income tax		2,020			1,935			1,644		4	%	23	%
Dividends		22			--			104		nm		(79	)%
Temporary investments & interest bearing cash		207			19			69		989	%	200	%
Total interest income		107,088			104,783			109,722		2	%	(2	)%
Interest expense
Deposits		22,132			21,957			30,025		1	%	(26	)%
Repurchase agreements and
fed funds purchased		163			180			714		(9	)%	(77	)%
Junior subordinated debentures		2,114			2,395			3,211		(12	)%	(34	)%
Term debt		917			1,262			2,064		(27	)%	(56	)%
Total interest expense		25,326			25,794			36,014		(2	)%	(30	)%
Net interest income		81,762			78,989			73,708		4	%	11	%
Provision for loan and lease losses		52,108			29,331			35,454		78	%	47	%
Non-interest income
Service charges		8,542			8,322			8,911		3	%	(4	)%
Brokerage fees		1,993			1,745			2,319		14	%	(14	)%
Mortgage banking revenue, net		4,288			6,259			1,027		(31	)%	318	%
Net (loss) gain on investment securities		158			(1,270	)		(2,477	)	(112	)%	(106	)%
Gain on junior subordinated debentures
carried at fair value		982			8,611			25,311		(89	)%	(96	)%
Other income		1,962			3,383			1,573		(42	)%	25	%
Total non-interest income		17,925			27,050			36,664		(34	)%	(51	)%
Non-interest expense
Salaries and benefits		31,583			32,041			29,131		(1	)%	8	%
Occupancy and equipment		9,937			9,708			9,340		2	%	6	%
Intangible amortization		1,319			1,362			1,437		(3	)%	(8	)%
FDIC assessments		3,321			6,699			1,318		(50	)%	152	%
Net loss on other real estate owned		8,641			3,170			2,193		173	%	294	%
VISA litigation		--			--			2,085		nm		(100	)%
Goodwill impairment		--			111,952			--		(100	)%	nm
Merger related expenses		--			73			--		(100	)%	nm
Other		13,548			13,598			12,986		0	%	4	%
Total non-interest expense		68,349			178,603			58,490		(62	)%	17	%
Income (loss) before provision for income taxes		(20,770	)		(101,895	)		16,428		(80	)%	(226	)%
Provision (benefit) for income tax		(13,626	)		2,396			4,041		(669	)%	(437	)%
Net income (loss)		(7,144	)		(104,291	)		12,387		(93	)%	(158	)%
Dividends and undistributed earnings
allocated to participating equity securities		7			7			37		0	%	(81	)%
Preferred stock dividend - undeclared		3,225			3,216		--			0	%	nm
Net earnings (loss) available to common shareholders	$	(10,376	)	$	(107,514	)	$	12,350		(90	)%	(184	)%
Weighted average shares outstanding		74,084,640			60,221,023			60,096,637		23	%	23	%
Weighted average diluted shares outstanding		74,084,640			60,221,023			60,429,085		23	%	23	%
Earnings (loss) per common share – Basic	$	(0.14	)	$	(1.79	)	$	0.21		(92	)%	(167	)%
Earnings (loss) per common share – Diluted	$	(0.14	)	$	(1.79	)	$	0.20		(92	)%	(170	)%
nm = not meaningful

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 11 of 28

Umpqua Holdings Corporation
Consolidated Statements of Income
(Unaudited)
		Nine Months Ended:
Dollars in thousands, except per share data		Sep 30, 2009			Sep 30, 2008		% Change
Interest income
Loans and leases	$	266,587		$	300,295		(11	)%
Interest and dividends on investments:
Taxable		43,625			29,936		46	%
Exempt from federal income tax		5,755			5,000		15	%
Dividends		22			298		(93	)%
Temporary investments & interest bearing cash		258			359		(28	)%
Total interest income		316,247			335,888		(6	)%
Interest expense
Deposits		68,552			101,118		(32	)%
Repurchase agreements and
fed funds purchased		527			1,958		(73	)%
Junior subordinated debentures		7,069			10,349		(32	)%
Other borrowings		3,935			5,200		(24	)%
Total interest expense		80,083			118,625		(32	)%
Net interest income		236,164			217,263		9	%
Provision for loan and lease losses		140,531			75,723		86	%
Non-interest income
Service charges		24,565			26,107		(6	)%
Brokerage fees		5,117			6,564		(22	)%
Mortgage banking revenue, net		14,617			2,844		414	%
Net gain (loss) on investment securities		(1,077	)		1,422		(176	)%
Gain on junior subordinated debentures
carried at fair value		10,173			30,152		(66	)%
Proceeds from Visa
mandatory partial redemption		--			12,633		(100	)%
Other income		7,097			6,515		9	%
Total non-interest income		60,492			86,237		(30	)%
Non-interest expense
Salaries and benefits		94,697			85,043		11	%
Occupancy and equipment		29,266			27,605		6	%
Intangible amortization		4,043			4,419		(9	)%
FDIC assessments		12,645			3,814		232	%
Net loss on other real estate owned		14,110			5,655		150	%
Visa litigation		--			(3,098	)	(100	)%
Goodwill impairment		111,952			--		nm
Merger related expenses		273			--		nm
Other		39,917			36,828		8	%
Total non-interest expense		306,903			160,266		91	%
Income (loss) before provision for income taxes		(150,778	)		67,511		(323	)%
Provision (benefit) for income tax		(24,094	)		20,297		(219	)%
Net income (loss)		(126,684	)		47,214		(368	)%
Dividends and undistributed earnings
allocated to participating equity securities		22			149		(85	)%
Preferred stock dividend - undeclared		9,632		--			nm
Net earnings (loss) available to common shareholders	$	(136,338	)	$	47,065		(390	)%
Weighted average shares outstanding		64,878,125			60,066,908		8	%
Weighted average diluted shares outstanding		64,878,125			60,400,299		7	%
Earnings (loss) per share – Basic	$	(2.10	)	$	0.78		(369	)%
Earnings (loss) per share – Diluted	$	(2.10	)	$	0.78		(369	)%
nm = not meaningful

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 12 of 28

Umpqua Holdings Corporation
Consolidated Balance Sheets
(Unaudited)
										Sequential		Year over
										Quarter		Year
Dollars in thousands, except per share data		Sep 30, 2009			Jun 30, 2009			Sep 30, 2008		% Change		% Change
Assets:
Cash and due from banks, non-interest bearing	$	108,768		$	115,476		$	161,282		(6	)%	(33	)%
Cash and due from banks, interest bearing		261,642			15,878			--		nm		nm
Temporary investments		575			962			5,556		(40	)%	(90	)%
Investment securities:
Trading		1,912			2,247			1,531		(15	)%	25	%
Available for sale		1,848,482			1,465,342			963,714		26	%	92	%
Held to maturity		6,211			6,344			16,609		(2	)%	(63	)%
Loans held for sale		23,614			52,863			14,061		(55	)%	68	%
Loans and leases		6,071,042			6,093,957			6,161,541		0	%	(1	)%
Less: Allowance for loan and lease losses		(103,136	)		(98,370	)		(93,982	)	5	%	10	%
Loans and leases, net		5,967,906			5,995,587			6,067,559		0	%	(2	)%
Restricted equity securities		15,211			16,491			19,573		(8	)%	(22	)%
Premises and equipment, net		101,883			103,553			105,341		(2	)%	(3	)%
Mortgage servicing rights, at fair value		11,552			10,631			10,738		9	%	8	%
Goodwill and other intangibles, net		641,759			643,080			760,252		0	%	(16	)%
Other real estate owned		26,705			36,030			19,753		(26	)%	35	%
Other assets		188,126			192,193			181,664		(2	)%	4	%
Total assets	$	9,204,346		$	8,656,677		$	8,327,633		6	%	11	%
Liabilities:
Deposits	$	7,215,821		$	6,814,705		$	6,493,671		6	%	11	%
Securities sold under agreements
to repurchase		50,031			56,358			52,174		(11	)%	(4	)%
Fed funds purchased		--			66,000			40,000		(100	)%	(100	)%
Term debt		76,329			106,396			206,694		(28	)%	(63	)%
Junior subordinated debentures, at fair value		81,992			83,036			101,247		(1	)%	(19	)%
Junior subordinated debentures, at amortized cost		103,269			103,349			103,879		0	%	(1	)%
Other liabilities		70,754			70,410			82,900		0	%	(15	)%
Total liabilities		7,598,196			7,300,254			7,080,565		4	%	7	%
Shareholders' equity:
Preferred stock		203,779			203,231			--		0	%	nm
Common stock		1,252,786			1,006,660			992,402		24	%	26	%
Retained earnings		118,204			132,923			264,379		(11	)%	(55	)%
Accumulated other comprehensive income (loss)		31,381			13,609			(9,713	)	131	%	(423	)%
Total shareholders' equity		1,606,150			1,356,423			1,247,068		18	%	29	%
Total liabilities and shareholders' equity	$	9,204,346		$	8,656,677		$	8,327,633		6	%	11	%
Common shares outstanding at period end		86,780,559			60,237,042			60,124,192		44	%	44	%
Book value per common share	$	16.16		$	19.14		$	20.74		(16	)%	(22	)%
Tangible book value per common share	$	8.76		$	8.47		$	8.10		3	%	8	%
Tangible equity - common	$	760,612		$	510,112		$	486,816		49	%	56	%
Tangible common equity to tangible assets		8.88	%		6.37	%		6.43	%
nm = not meaningful

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 13 of 28

Umpqua Holdings Corporation
Loan Portfolio
(Unaudited)
																	Sequential		Year over
Dollars in thousands		Sep 30, 2009						Jun 30, 2009					Sep 30, 2008				Quarter		Year
Loans and leases by class:		Amount		Mix				Amount		Mix			Amount		Mix		% Change		% Change
Commercial real estate	$	3,438,923			57	%	$	3,373,624		55	%	$	3,234,180		52	%	2	%	6	%
Residential real estate		441,613			7	%		429,775		7	%		421,062		7	%	3	%	5	%
Construction		748,337			12	%		797,352		13	%		988,452		16	%	(6	)%	(24	)%
Total real estate		4,628,873			76	%		4,600,751		75	%		4,643,694		75	%	1	%	0	%
Commercial		1,381,549			22	%		1,429,856		23	%		1,446,024		23	%	(3	)%	(4	)%
Leases		36,720			1	%		37,806		1	%		40,927		1	%	(3	)%	(10	)%
Installment and other		34,833			1	%		36,314		1	%		42,757		1	%	(4	)%	(19	)%
Deferred loan fees, net		(10,933	)		0	%		(10,770	)	0	%		(11,861	)	0	%	2	%	(8	)%
Total loans and leases	$	6,071,042		100		%	$	6,093,957		100	%	$	6,161,541		100	%	0	%	(1	)%
Umpqua Holdings Corporation
Deposits by Type/Core Deposits
(Unaudited)
																	Sequential		Year over
Dollars in thousands		Sep 30, 2009						Jun 30, 2009					Sep 30, 2008				Quarter		Year
		Amount			Mix			Amount		Mix			Amount		Mix		% Change		% Change
Demand, non interest-bearing	$	1,337,280			19	%	$	1,316,648		19	%	$	1,263,520		19	%	2	%	6	%
Demand, interest-bearing		3,185,128			44	%		2,875,843		43	%		2,872,953		44	%	11	%	11	%
Savings		294,482			4	%		293,972		4	%		305,352		5	%	0	%	(4	)%
Time		2,398,931			33	%		2,328,242		34	%		2,051,846		32	%	3	%	17	%
Total Deposits	$	7,215,821			100	%	$	6,814,705		100	%	$	6,493,671		100	%	6	%	11	%
Total Core deposits-ending (1)	$	5,834,655			81	%	$	5,465,814		80	%	$	5,375,170		83	%	7	%	9	%
Total Core deposits-quarterly
average (1)	$	5,734,243					$	5,474,859				$	5,305,817				5	%	8	%
Number of open accounts:
Demand, non interest-bearing		156,659						152,251					147,231				3	%	6	%
Demand, interest-bearing		63,483						61,199					60,678				4	%	5	%
Savings		74,421						72,381					70,272				3	%	6	%
Time		35,495						33,475					33,085				6	%	7	%
Total		330,058						319,306					311,266				3	%	6	%
Average balance per account:
Demand, non interest-bearing	$	8.5					$	8.6				$	8.6
Demand, interest-bearing		50.2						47.0					47.3
Savings		4.0						4.1					4.3
Time		67.6						69.6					62.0
Total		21.9						21.3					20.9
(1) Core deposits are defined as total deposits less time deposits greater than $100,000.

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 14 of 28

Umpqua Holdings Corporation
Credit Quality
(Unaudited)
										Sequential Year over
					Quarter Ended					Quarter		Year
Dollars in thousands		Sep 30, 2009			Jun 30, 2009			Sep 30, 2008		% Change		% Change
Allowance for credit losses:
Balance beginning of period	$	98,370		$	95,086		$	73,721
Provision for loan and lease losses		52,108			29,331			35,454		78	%	47	%
Charge-offs		(48,443	)		(26,508	)		(17,108	)	83	%	183	%
Less: Recoveries		1,101			461			1,915		139	%	(43	)%
Net charge-offs		(47,342	)		(26,047	)		(15,193	)	82	%	212	%
Total Allowance for loan and lease losses		103,136			98,370			93,982		5	%	10	%
Reserve for unfunded commitments		841			860			1,059
Total Allowance for credit losses	$	103,977		$	99,230		$	95,041		5	%	9	%
Net charge-offs to average
loans and leases (annualized)		3.07	%		1.71	%		0.98	%
Recoveries to gross charge-offs		2.27	%		1.74	%		11.19	%
Allowance for credit losses to
loans and leases		1.71	%		1.63	%		1.54	%
Nonperforming assets:
Loans on non-accrual status	$	123,714		$	104,726		$	111,895		18	%	11	%
Loans past due 90+ days & accruing interest		5,614			9,207			6,406		(39	)%	(12	)%
Total nonperforming loans		129,328			113,933			118,301		14	%	9	%
Other real estate owned		26,705			36,030			19,753		(26	)%	35	%
Total nonperforming assets	$	156,033		$	149,963		$	138,054		4	%	13	%
Nonperforming loans to total loans and leases		2.13	%		1.87	%		1.92	%
Nonperforming assets to total assets		1.70	%		1.73	%		1.66	%
Past due 30-89 days	$	46,069		$	48,755		$	71,684		(6	)%	(36	)%
Past due 30-89 days to total loans and leases		0.76	%		0.80	%		1.16	%

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 15 of 28

Umpqua Holdings Corporation
Credit Quality (continued)
(Unaudited)
		Nine Months Ended:
Dollars in thousands		Sep 30, 2009			Sep 30, 2008		% Change
Allowance for credit losses
Balance beginning of period	$	95,865		$	84,904
Provision for loan and lease losses		140,531			75,723		86	%
Charge-offs		(135,365	)		(69,830	)	94	%
Less: Recoveries		2,105			3,185		(34	)%
Net charge-offs		(133,260	)		(66,645	)	100	%
Total Allowance for loan and lease losses		103,136			93,982		10	%
Reserve for unfunded commitments		841			1,059
Total Allowance for credit losses	$	103,977		$	95,041		9	%
Net charge-offs to average
loans and leases (annualized)		2.91	%		1.46	%
Recoveries to gross charge-offs		1.56	%		4.56	%

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 16 of 28

Umpqua Holdings Corporation
Selected Ratios
(Unaudited)
							Sequential		Year over
	Quarter Ended:						Quarter		Year
	Sep 30, 2009		Jun 30, 2009		Sep 30, 2008		Change		Change
Net Interest Spread:
Yield on loans and leases	5.77	%	5.81	%	6.33	%	(0.04	)	(0.56	)
Yield on taxable investments	4.22	%	4.45	%	4.67	%	(0.23	)	(0.45	)
Yield on tax-exempt investments (1)	5.86	%	5.75	%	5.73	%	0.11		0.13
Yield on temporary investments & interest bearing cash	0.28	%	0.18	%	2.08	%	0.10		(1.80	)
Total yield on earning assets (1)	5.29	%	5.56	%	6.11	%	(0.27	)	(0.82	)
Cost of interest bearing deposits	1.50	%	1.60	%	2.32	%	(0.10	)	(0.82	)
Cost of securities sold under agreements
to repurchase and fed funds purchased	1.08	%	1.06	%	2.22	%	0.02		(1.14	)
Cost of term debt	3.68	%	3.63	%	3.60	%	0.05		0.08
Cost of junior subordinated debentures	4.50	%	4.93	%	5.54	%	(0.43	)	(1.04	)
Total cost of interest bearing liabilities	1.62	%	1.75	%	2.50	%	(0.13	)	(0.88	)
Net interest spread (1)	3.67	%	3.81	%	3.61	%	(0.14	)	0.06
Net interest margin – Consolidated (1)	4.05	%	4.20	%	4.12	%	(0.15	)	(0.07	)
Net interest margin – Bank (1)	4.15	%	4.33	%	4.29	%	(0.18	)	(0.14	)
As reported (GAAP):
Return on average assets	(0.45	)%	(4.93	)%	0.59	%	4.48		(1.04	)
Return on average tangible assets	(0.49	)%	(5.40	)%	0.65	%	4.91		(1.14	)
Return on average common equity	(3.19	)%	(33.95	)%	3.94	%	30.76		(7.13	)
Return on average tangible common equity	(6.35	)%	(83.57	)%	10.08	%	77.22		(16.43	)
Efficiency ratio – Consolidated	67.91	%	166.97	%	52.64	%	(99.06	)	15.27
Efficiency ratio – Bank	65.21	%	179.36	%	64.67	%	(114.15	)	0.54
Excluding merger expense & goodwill impairment:
Return on average assets	(0.45	)%	0.21	%	0.59	%	(0.66	)	(1.04	)
Return on average tangible assets	(0.49	)%	0.22	%	0.65	%	(0.71	)	(1.14	)
Return on average common equity	(3.19	)%	1.41	%	3.94	%	(4.60	)	(7.13	)
Return on average tangible common equity	(6.35	)%	3.48	%	10.08	%	(9.83	)	(16.43	)
Efficiency ratio – Consolidated	67.91	%	62.24	%	52.64	%	5.67		15.27
Efficiency ratio – Bank	65.21	%	64.63	%	64.67	%	0.58		0.54
(1) Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 17 of 28

Umpqua Holdings Corporation
Selected Ratios
(Unaudited)
	Nine Months Ended:
	Sep 30, 2009		Sep 30, 2008		Change
Net Interest Spread:
Yield on loans and leases	5.79	%	6.55	%	(0.76	)
Yield on taxable investments	4.48	%	4.63	%	(0.15	)
Yield on tax-exempt investments (1)	5.80	%	5.63	%	0.17
Yield on temporary investments & interest bearing cash	0.27	%	2.55	%	(2.28	)
Total yield on earning assets (1)	5.48	%	6.29	%	(0.81	)
Cost of interest bearing deposits	1.63	%	2.60	%	(0.97	)
Cost of securities sold under agreements
to repurchase and fed funds purchased	1.13	%	2.44	%	(1.31	)
Cost of term debt	3.56	%	3.65	%	(0.09	)
Cost of junior subordinated debentures	4.91	%	5.92	%	(1.01	)
Total cost of interest bearing liabilities	1.78	%	2.77	%	(0.99	)
Net interest spread (1)	3.70	%	3.52	%	0.18
Net interest margin – Consolidated (1)	4.11	%	4.08	%	0.03
Net interest margin – Bank (1)	4.22	%	4.27	%	(0.05	)
As reported (GAAP):
Return on average assets	(2.06	)%	0.76	%	(2.82	)
Return on average tangible assets	(2.24	)%	0.83	%	(3.07	)
Return on average equity	(14.20	)%	5.02	%	(19.22	)
Return on average tangible equity	(32.21	)%	12.84	%	(45.05	)
Efficiency ratio – Consolidated	102.51	%	52.42	%	50.09
Efficiency ratio – Bank	102.79	%	54.93	%	47.86
Excluding merger expense & goodwill impairment:
Return on average assets	(0.37	)%	0.76	%	(1.13	)
Return on average tangible assets	(0.40	)%	0.83	%	(1.23	)
Return on average equity	(2.52	)%	5.02	%	(7.54	)
Return on average tangible equity	(5.72	)%	12.84	%	(18.56	)
Efficiency ratio – Consolidated	65.02	%	52.42	%	12.60
Efficiency ratio – Bank	64.06	%	54.93	%	9.13
(1) Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 18 of 28

Umpqua Holdings Corporation
Average Balances
(Unaudited)
							Sequential		Year over
		Quarter Ended:					Quarter		Year
Dollars in thousands		Sep 30, 2009		Jun 30, 2009		Sep 30, 2008	% Change		% Change
Temporary investments & interest bearing cash	$	291,214	$	41,449	$	13,182	603	%	2109	%
Investment securities, taxable		1,458,333		1,249,218		841,810	17	%	73	%
Investment securities, tax-exempt		203,676		198,999		167,132	2	%	22	%
Loans held for sale		39,915		41,273		13,966	(3	)%	186	%
Loans and leases		6,111,146		6,095,815		6,159,644	0	%	(1	)%
Total earning assets		8,104,284		7,626,754		7,195,734	6	%	13	%
Goodwill & other intangible assets, net		642,315		754,417		760,911	(15	)%	(16	)%
Total assets		9,100,407		8,745,547		8,333,242	4	%	9	%
Non interest bearing demand deposits		1,325,328		1,303,909		1,267,356	2	%	5	%
Interest bearing deposits		5,866,098		5,499,990		5,154,922	7	%	14	%
Total deposits		7,191,426		6,803,899		6,422,278	6	%	12	%
Interest bearing liabilities		6,211,237		5,902,284		5,741,816	5	%	8	%
Shareholders’ equity - common		1,291,218		1,270,439		1,248,357	2	%	3	%
Tangible common equity		648,903		516,022		487,446	26	%	33	%

Umpqua Holdings Corporation
Average Balances
(Unaudited)
		Nine Months Ended:
Dollars in thousands		Sep 30, 2009		Sep 30, 2008	% Change
Temporary investments & interest bearing cash	$	129,118	$	18,781	587	%
Investment securities, taxable		1,299,791		870,311	49	%
Investment securities, tax-exempt		195,492		171,335	14	%
Loans held for sale		41,789		18,827	122	%
Loans and leases		6,114,133		6,105,082	0	%
Total earning assets		7,780,323		7,184,336	8	%
Goodwill & other intangible assets, net		717,509		762,427	(6	)%
Total assets		8,854,682		8,314,019	7	%
Non interest bearing demand deposits		1,294,005		1,255,403	3	%
Interest bearing deposits		5,607,089		5,193,790	8	%
Total deposits		6,901,094		6,449,193	7	%
Interest bearing liabilities		6,009,594		5,724,528	5	%
Shareholders’ equity - common		1,283,476		1,252,099	3	%
Tangible common equity		565,967		489,672	16	%

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 19 of 28

Umpqua Holdings Corporation
Mortgage Banking Activity
(unaudited)
										Sequential		Year over
					Quarter Ended:					Quarter		Year
Dollars in thousands		Sep 30, 2009			Jun 30, 2009			Sep 30, 2008		% Change		% Change
Mortgage Servicing Rights (MSR):
Mortgage loans serviced for others	$	1,205,528		$	1,122,891		$	939,876		7	%	28	%
MSR Asset, at fair value	$	11,552		$	10,631		$	10,738		9	%	8	%
MSR as % of serviced portfolio		0.96	%		0.95	%		1.14	%
Mortgage Banking Revenue:
Origination and sale	$	4,294		$	5,889		$	1,817		(27	)%	136	%
Servicing		796			738			636		8	%	25	%
Change in fair value of MSR asset		(802	)		(368	)		(1,426	)	118	%	(44	)%
Total Mortgage Banking Revenue	$	4,288		$	6,259		$	1,027		(31	)%	318	%
Closed loan volume	$	158,957		$	234,023		$	84,554		(32	)%	88	%
		Nine Months Ended:
Dollars in thousands		Sep 30, 2009			Sep 30, 2008			% Change
Mortgage Banking Revenue:
Origination and sale	$	15,040		$	4,953			204	%
Servicing		2,188			1,839			19	%
Change in fair value of MSR asset		(2,611	)		(1,550	)		68	%
Change in fair value of MSR hedge	--				(2,398	)		(100	)%
Total Mortgage Banking Revenue	$	14,617		$	2,844			414	%
Closed loan volume	$	584,693		$	257,897			127	%

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 20 of 28

Additional detail on credit quality, trends, the loan portfolio by segment and non-performing assets
The following tables present additional detail covering the following aspects of the Company's loan portfolio:

• Table 1 - Residential development loan trends by region
• Table 2 - Residential development loan stratification by size and by region
• Table 3 - Non-performing asset detail by type and by region
• Table 4 - Loans past due 30-89 days by type and by region
• Table 5 - Loans past due 30-89 days trends
• Table 6 - Commercial real estate loan portfolio by type and by region
• Table 7 - Commercial real estate loan portfolio by type and by year of maturity
• Table 8 - Commercial real estate loan portfolio by type and by year of origination
• Table 9 - Commercial construction loan portfolio by type and by region
• Table 10 - Commercial loan portfolio by type and by region

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 21 of 28

The following is a geographic distribution of the residential development portfolio as of September 30, 2009, June 30, 2009 and September 30, 2008:

Table 1- Residential development loan trends by region
(Dollars in thousands)													Non-		Accrual
										% change			performing		status
		Balance			Balance			Balance		from			loans		loans
		9/30/08			6/30/09			9/30/09		9/30/08			9/30/09		9/30/09
Northwest Oregon	$	152,686		$	120,076		$	93,745		(39	)%	$	6,815	$	86,930
Central Oregon		37,213			15,493			13,753		(63	)%		4,860		8,893
Southern Oregon		38,048			26,561			21,852		(43	)%		3,951		17,901
Washington		34,327			24,744			17,690		(48	)%		4,720		12,970
Greater Sacramento		126,629			84,522			80,107		(37	)%		21,821		58,286
Northern California		66,414			29,894			31,336		(53	)%		8,648		22,688
Total	$	455,317		$	301,290		$	258,483		(43	)%	$	50,815	$	207,668
% of total loan portfolio		7	%		5	%		4	%						3	%
Quarter change $	$	(46,348	)	$	(27,383	)	$	(42,807	)
Quarter change %		(9	)%		(8	)%		(14	)%

The following is a stratification by size and region of the remaining residential development loans still on accrual status (excludes non-performing loans) as of September 30, 2009:

Table 2 - Residential development loan stratification by size and
by region
(Dollars in thousands)
					$250k			$1 million			$3 million			$5 million
		$250k			to			to			to			to			$10 million
		and less			$1 million			$3 million			$5 million			$10 million			and greater			Total
Northwest Oregon	$	4,607		$	9,531		$	21,289		$	19,562		$	31,941		$	--		$	86,930
Central Oregon		1,550			3,627			3,716			--			--			--			8,893
Southern Oregon		2,105			7,573			8,223			--			--			--			17,901
Washington		--			748			3,770			3,101			5,351			--			12,970
Greater Sacramento		4,456			8,215			8,793			--			16,572			20,250			58,286
Northern California		2,199			5,393			15,096			--			--			--			22,688
Total	$	14,917		$	35,087		$	60,887		$	22,663		$	53,864		$	20,250		$	207,668
% of Total		7	%		17	%		29	%		11	%		26	%		10	%		100	%

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 22 of 28

The following is a distribution of non-performing assets by type and by region as of September 30, 2009:

Table 3 - Non-performing asset detail by type and by region
(Dollars in thousands)
		Northwest			Central			Southern						Greater			Northern
		Oregon			Oregon			Oregon			Washington			Sacramento			California			Total
Loans 90 days past due:
Residential development	$	--		$	--		$	--		$	--		$	--		$	--		$	--
Commercial construction		--			--			--			--			--			--			--
Commercial real estate		--			--			362			--			--			13			375
Commercial		--			--			--			--			--			239			240
Other		4,963		--			--			--				36		--				4,999
Total 90 days past due	$	4,963		$	--		$	362		$	466		$	37		$	252		$	5,614
Non-accrual loans:
Residential development	$	6,815		$	4,860		$	3,951		$	4,720		$	21,821		$	8,648		$	50,815
Commercial construction		--			648			--			582			10,947			4,059			16,236
Commercial real estate		1,250			3,398			3,637			--			14,753			12,660			35,698
Commercial		54			4,364			287			12,646			120			3,494			20,965
Other	--			--			--			--			--			--			--
Total non-accrual loans	$	8,119		$	13,270		$	7,875		$	17,948		$	47,641		$	28,861		$	123,714
Total non-performing loans	$	13,082		$	13,270		$	8,237		$	17,948		$	47,678		$	29,113		$	129,328
Other real estate owned:
Residential development	$	1,085		$	8,122		$	1,635		$	1,765		$	6,455		$	395		$	19,457
Commercial construction		414			--			324			--			423			--			1,161
Commercial real estate		1,810			--			914			551			--			452			3,727
Commercial		940			293			--			--			--			196			1,429
Other		931		--			--			--			--			--				931
Total OREO	$	5,180		$	8,415		$	2,873		$	2,316		$	6,878		$	-1,043		$	26,705
Total non-performing assets	$	18,262		$	21,685		$	11,110		$	20,264		$	54,556		$	30,156		$	156,033
% of total		12	%		14	%		7	%		13	%		35	%		19	%		100	%

The Company has aggressively charged-down impaired assets to their disposition values. As of September 30, 2009, the non-performing assets of $156.0 million have been written down by 44%, or $121.4 million, from their original balance of $277.4 million.

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 23 of 28

The following is a distribution of loans past due 30-89 days by loan type by region as of September 30, 2009:

Table 4 - Loans past due 30-89 days by type and by region

(Dollars in thousands)

		Northwest		Central		Southern					Greater			Northern
		Oregon		Oregon		Oregon		Washington			Sacramento			California		Total
Loans 30-89 days past due:
Residential development	$	90	$	1,035	$	2,502	$	1,607		$	1,146		$	2,386	$	8,766
Commercial construction		--		--		566		683			7,867			245		9,361
Commercial real estate		797		2,500		1,666		2,714			2,608			4,120		14,405
Commercial		1,626		213		297		--			4,379			3,779		10,294
Other		2,528	--		--		--				715		--			3,243
Total 30-89 days past due	$	5,041	$	3,748	$	5,031	$	5,004		$	16,715		$	10,530	$	46,069
Table 5 - Loans past due 30-89 days trends
(Dollars in thousands)								Sequential			Year
								Quarter			Over Year
		9/30/09		6/30/09		9/30/08		% Change			% Change
Loans 30-89 days past due:
Residential development	$	8,766	$	11,096	$	33,445		(21	)%		(74	)%
Commercial construction		9,361		--		14,880		100	%		(37	)%
Commercial real estate		14,405		25,712		12,449		(44	)%		16	%
Commercial		10,294		8,594		8,800		20	%		17	%
Other		3,243		3,353		2,110		(3	)%		54	%
Total 30-89 days past due	$	46,069	$	48,755	$	71,684		(6	)%		(36	)%

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 24 of 28

The following is a distribution of the term commercial real estate portfolio by type and by region as of September 30, 2009:

Table 6 - Commercial real estate loan portfolio - by type and by region
(Dollars in thousands)
		Northwest			Central			Southern						Greater			Northern					% of total
		Oregon			Oregon			Oregon			Washington			Sacramento			California			Total		Portfolio
Non-owner occupied:
Commercial building	$	108,248		$	4,450		$	38,371		$	14,073		$	103,537		$	106,084		$	374,763		11	%
Medical office		70,576			1,109			15,812			4,210			16,614			12,231			120,552		4	%
Professional office		173,952			11,560			54,902			25,825			110,504			70,676			447,419		13	%
Storage		24,679			353			18,808			--			17,454			40,433			101,727		3	%
Multi-family 5+		61,378			249			10,323			1,433			5,528			19,324			98,235		3	%
Resort		2,070			--			5,117			--			--			--			7,187		0	%
Retail		228,627			3,565			33,408			11,598			171,870			79,530			528,598		15	%
Residential		32,979			353			14,601			6,334			10,725			18,897			83,889		2	%
Farm land/agriculture		5,318			226			650			--			205			35,966			42,365		1	%
Apartments		59,304			--			9,990			--			2,682			23,111			95,087		3	%
Assisted living		91,955			--			66,089			--			2,948			8,843			169,835		5	%
Hotel/motel		51,415			--			1,049			11,220			18,147			20,241			102,072		3	%
Industrial		30,019			3,612			7,859			--			35,140			23,804			100,434		3	%
RV park		27,871			675			13,199			--			829			5,893			48,467		1	%
Warehouse		11,999			--			239			--			1,209			1,742			15,189		0	%
Other		41,642			1,060			3,721			3,568			578			3,875			54,444		2	%
Total non-owner occupied	$	1,022,032		$	27,212		$	294,138		$	78,261		$	497,970		$	470,650		$	2,390,263		70	%
Owner occupied:
Commercial building	$	152,844		$	2,654		$	31,377		$	9,804		$	61,675		$	104,828		$	363,182		11	%
Medical office		18,269			3,341			17,690			2,234			1,673			26,870			70,077		2	%
Professional office		51,140			1,830			12,615			3,346			21,686			16,385			107,002		3	%
Storage		14,830			150			--			667			--			5,170			20,817		1	%
Multi-family 5+		879			--			62			--			161			586			1,688		0	%
Resort		5,767			139			--			--			3,149			1,075			10,130		0	%
Retail		60,699			2,956			12,675			4,077			31,730			57,634			169,771		5	%
Residential		6,491			--			2,822			--			1,408			2,753			13,474		0	%
Farm land/agriculture		9,121			--			830			--			--			35,934			45,885		1	%
Apartments		204			--			748			--			54			--			1,006		0	%
Assisted living		27,834			--			149			--			7,003			15,894			50,880		1	%
Hotel/motel		12,308			--			193			716			--			14,825			28,042		1	%
Industrial		53,077			1,417			14,104			1,565			9,282			35,736			115,181		3	%
RV park		34			--			2,557			--			163			1,264			4,018		0	%
Warehouse		11,006			--			413			--			1,152			2,686			15,257		0	%
Other		28,802			1,513		--			--				287			1,648			32,250		1	%
Total owner occupied	$	453,305		$	14,000		$	96,235		$	22,409		$	139,423		$	323,288		$	1,048,660		30	%
Total commercial real estate	$	1,475,337		$	41,212		$	390,373		$	100,670		$	636,393		$	793,938		$	3,438,923		100	%
% of total		43	%		1	%		11	%		3	%		19	%		23	%		100	%

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 25 of 28

The following is a distribution of the term commercial real estate portfolio by type and by year of maturity as of September 30, 2009:

Table 7 - Commercial real estate loan portfolio - by type and by year of maturity
(Dollars in thousands)

								2011-			2013-			2015-			2020 &
		2009			2010			2012			2014			2019			Later			Total
Non-owner occupied:
Commercial building	$	8,264		$	10,378		$	46,322		$	68,886		$	221,089		$	19,824		$	374,763
Medical office		--			1,313			2,583			30,259			75,258			11,139			120,552
Professional office		15,799			20,347			20,125			114,850			263,221			13,077			447,419
Storage		4,371			1,334			3,251			20,515			68,240			4,016			101,727
Multi-family 5+		2,737			1,387			5,167			17,775			66,320			4,849			98,235
Resort		--			--			--			828			1,936			4,423			7,187
Retail		3,619			27,543			44,819			118,155			324,649			9,813			528,598
Residential		5,270			21,950			14,813			9,263			26,569			6,024			83,889
Farm land/agriculture		--			9,374			1,067			5,020			22,575			4,329			42,365
Apartments		--			6,508			4,347			9,022			68,843			6,367			95,087
Assisted living		3,849			21,810			31,055			13,208			97,613			2,300			169,835
Hotel/motel		--			4,865			22,022			24,474			45,724			4,987			102,072
Industrial		2,324			547			9,724			17,632			61,418			8,789			100,434
RV park		1,172			546			2,186			12,024			30,485			2,054			48,467
Warehouse		--			427			831			7,935			4,893			1,103			15,189
Other		11,054			6,429			9,247			11,856			12,341			3,517			54,444
Total non-owner occupied	$	58,459		$	134,758		$	217,559		$	481,702		$	1,391,174		$	106,611		$	2,390,263
Owner occupied:
Commercial building	$	11,861		$	7,588		$	23,959		$	33,798		$	238,335		$	47,641		$	363,182
Medical office		--			661			1,274			9,764			40,107			18,271			70,077
Professional office		2,282			732			4,254			25,761			67,697			6,276			107,002
Storage		247			518			150			2,640			16,709			553			20,817
Multi-family 5+		--			25			--			1,481			182			--			1,688
Resort		--			--			--			4,089			6,041			--			10,130
Retail		793			1,398			9,623			34,351			110,783			12,823			169,771
Residential		--			1,835			2,002			2,706			5,311			1,620			13,474
Farm land/agriculture		--			1,082			3,045			8,299			29,198			4,261			45,885
Apartments		--			--			--			54			952			--			1,006
Assisted living		--			176			--			12,818			35,654			2,232			50,880
Hotel/motel		5,236			--			333			10,327			11,449			697			28,042
Industrial		487			5,448			10,929			15,795			65,463			17,059			115,181
RV park		34			170			72			1,291			2,288			163			4,018
Warehouse		--			1,159			1,853			6,336			5,803			106			15,257
Other		245			1,530			870			33			4,050			25,522			32,250
Total owner occupied	$	21,185		$	22,322		$	58,364		$	169,543		$	640,022		$	137,224		$	1,048,660
Total commercial real estate	$	79,644		$	157,080		$	275,923		$	651,245		$	2,031,196		$	243,835		$	3,438,923
% of total		2	%		5	%		8	%		19	%		59	%		7	%		100	%

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 26 of 28

The following is a distribution of the term commercial real estate portfolio by type and by year of origination as of September 30, 2009:

Table 8 - Commercial real estate loan portfolio - by type and by year of origination
(Dollars in thousands)

		Prior to			2000-			2005-			2007-
		2000			2004			2006			2008			2009			Total
Non-owner occupied:
Commercial building	$	14,787		$	92,069		$	64,150		$	149,929		$	53,828		$	374,763
Medical office		642			48,809			16,613			42,415			12,073			120,552
Professional office		13,993			177,603			147,907			84,285			23,631			447,419
Storage		1,981			49,849			27,162			22,380			355			101,727
Multi-family 5+		3,771			26,377			19,322			43,833			4,932			98,235
Resort		740			5,753			--			694			--			7,187
Retail		11,058			186,608			168,414			148,327			14,191			528,598
Residential		1,347			12,933			30,077			27,086			12,446			83,889
Farm land/agriculture		890			9,534			11,942			13,208			6,791			42,365
Apartments		866			26,077			23,453			22,034			22,657			95,087
Assisted living		6,918			54,927			80,810			16,350			10,830			169,835
Hotel/motel		12,694			45,232			20,203			23,103			840			102,072
Industrial		3,382			43,482			38,193			14,887			490			100,434
RV park		3,182			17,697			16,108			11,115			365			48,467
Warehouse		1,148			9,083			4,336			622			--			15,189
Other		664			9,988			23,681			15,246			4,865			54,444
Total non-owner occupied	$	78,063		$	816,021		$	692,371		$	635,514		$	168,294		$	2,390,263
Owner occupied:
Commercial building	$	11,918		$	80,195		$	93,738		$	117,944		$	59,387		$	363,182
Medical office		1,681			22,750			13,211			27,449			4,986			70,077
Professional office		5,437			35,924			28,920			31,978			4,743			107,002
Storage		552			5,351			5,318			8,898			698			20,817
Multi-family 5+		182			1,506			--			--			--			1,688
Resort		558			6,450			139			--			2,983			10,130
Retail		6,681			42,044			62,494			55,056			3,496			169,771
Residential		298			5,315			3,858			2,347			1,656			13,474
Farm land/agriculture		1,565			11,451			14,835			13,149			4,885			45,885
Apartments		54			--			--			952			--			1,006
Assisted living		5,000			7,898			21,327			14,479			2,176			50,880
Hotel/motel		8,115			12,532			5,791			1,604			--			28,042
Industrial		2,990			41,082			36,934			13,607			20,568			115,181
RV park		920			1,094			--			2,004			--			4,018
Warehouse		116			9,521			2,746			2,425			449			15,257
Other	--				1,920			21,544			7,987			799			32,250
Total owner occupied	$	46,067		$	285,033		$	310,855		$	299,879		$	106,826		$	1,048,660
Total commercial real estate	$	124,130		$	1,101,054		$	1,003,226		$	935,393		$	275,120		$	3,438,923
% of total		4	%		32	%		29	%		27	%		8	%		100	%

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 27 of 28

The following is a distribution of the commercial construction portfolio by type and by region as of September 30, 2009:

Table 9 - Commercial construction loan portfolio - by type and by region
(Dollars in thousands)

		Northwest			Central			Southern						Greater			Northern					% of total
		Oregon			Oregon			Oregon			Washington			Sacramento			California			Total		Portfolio
Non-owner occupied:
Commercial building	$	19,290		$	--		$	2,948		$	--		$	21,917		$	7,056		$	51,211		11	%
Medical office		18,944			--			122			--			--			319			19,385		4	%
Professional office		16,469			--			--			--			23,218			3,500			43,187		9	%
Storage		5,504			--			--			--			1,711			3,086			10,301		2	%
Multi-family 5+		1,325			--			--			--			5,085			--			6,410		1	%
Retail		18,458			--			--			9,577			25,772			1,648			55,455		12	%
Residential		43,345			2,052			3,994			7,744			43,846			13,673			114,654		25	%
Apartments		14,434			--			--			--			--			--			14,434		3	%
Assisted living		26,620			--			--			--			--			--			26,620		6	%
Hotel/motel		--			--			--			--			--			1,850			1,850		0	%
Industrial		--			648			118			--			3,990			18			4,774		1	%
Other		1,324		--			--			--			--				3,000			4,324		1	%
Total non-owner occupied	$	165,713		$	2,700		$	7,182		$	17,321		$	125,539		$	34,150		$	352,605		76	%
Owner occupied:
Commercial building	$	15,233		$	--		$	171		$	--		$	9,837		$	9,577		$	34,818		8	%
Medical office		43,672			--			375			--			3,461			379			47,887		10	%
Professional office		--			--			--			--			--			--			--		0	%
Storage		995			--			--			--			--			--			995		0	%
Multi-family 5+		--			--			--			--			--			--			--		0	%
Retail		--			--			--			--			--			6,480			6,480		1	%
Residential		5,004			--			--			--			4,817			870			10,691		2	%
Apartments		678			--			--			--			--			--			678		0	%
Assisted living		6,500			--			--			--			--			--			6,500		1	%
Hotel/motel		--			--			--			--			--			--			--		0	%
Industrial		--			--			--			--			--			--			--		0	%
Other		2,500		--			--			--			--			--				2,500		1	%
Total owner occupied	$	74,582		$	--		$	546		$	--		$	18,115		$	17,306		$	110,549		24	%
Total commercial
construction	$	240,295		$	2,700		$	7,728		$	17,321		$	143,654		$	51,456		$	463,154		100	%
% of total		52	%		1	%		2	%		3	%		31	%		11	%		100	%

Umpqua Holdings Corporation Announces Third Quarter 2009 Results
October 15, 2009
Page 28 of 28

The following is a distribution of the commercial loan portfolio by type and by region as of September 30, 2009:

Table 10 - Commercial loan portfolio - by type and by region
(Dollars in thousands)
		Northwest			Central			Southern						Greater			Northern					% of total
		Oregon			Oregon			Oregon			Washington			Sacramento			California			Total		Portfolio
Commercial line of credit	$	195,790		$	4,817		$	32,965		$	36,035		$	139,701		$	95,724		$	505,032		37	%
Asset based line of credit		78,500			1,301			760			6,852			1,941			54,524			143,878		10	%
Term loan		162,148			4,010			30,850			10,104			47,455			117,463			372,030		27	%
Agriculture		34,634			--			498			--			103			57,094			92,329		7	%
Municipal		15,528			--			21,348			--			63,678			7,651			108,205		8	%
SBA		--			--			--			--			--			61,910			61,910		4	%
Small business		45,101		--			--				4,466			48,598		--				98,165		7	%
Total commercial loans	$	531,701		$	10,128		$	86,421		$	57,457		$	301,476		$	394,366		$	1,381,549		100	%
% of total		38	%		20	%		6	%		4	%		22	%		29	%		100	%

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