EX-99.3 9 v17620a1exv99w3.txt EXHIBIT 99.3 EXHIBIT 99.3 REVOCABLE PROXY PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS UMPQUA HOLDINGS CORPORATION The undersigned hereby appoints Raymond P. Davis and Dan Giustina, and each of them, proxies with full power of substitution, and authorizes them to represent and to vote on behalf of the undersigned all shares of common stock of Umpqua Holdings Corporation at the Annual Meeting of Shareholders to be held on May 30, 2006, and at any adjournments or postponements thereof, with all powers the undersigned would possess if personally present, with respect to the following: ----------------------------------------------------------------------------------------------------------------------------- 1. To approve the principal terms of the Agreement and Plan of Reorganization [ ] FOR [ ] AGAINST [ ] ABSTAIN dated February 7, 2006, by and among Umpqua Holdings Corporation, Western Sierra Bancorp, Umpqua Bank, Western Sierra National Bank, Auburn Community Bank, Central California Bank and Lake Community Bank, and the issuance of shares of Umpqua common stock in connection with the merger to Western Sierra shareholders. ----------------------------------------------------------------------------------------------------------------------------- 2. To approve amendments to Umpqua's Articles of Incorporation to [ ] FOR [ ] AGAINST [ ] ABSTAIN declassify Umpqua's board of directors, provide for the annual election of directors and allow directors to be removed without cause. ----------------------------------------------------------------------------------------------------------------------------- 3. To elect fourteen directors to one year terms expiring at the 2007 [ ] FOR ALL NOMINEES LISTED BELOW, EXCEPT annual meeting, if Item 2--Amendment to Umpqua's Articles of AS MARKED TO THE CONTRARY. Incorporation is approved. If Item 2 is not approved, to elect six directors including the election of Stephen M. Gambee to a term [ ] WITHHOLD AUTHORITY TO VOTE FOR ALL expiring at the 2007 annual meeting and the election of Scott D. NOMINEES LISTED BELOW Chambers, Raymond P. Davis, Diana Goldschmidt, Lynn K. Herbert and Theodore S. Mason to terms expiring at the 2009 annual meeting. ----------------------------------------------------------------------------------------------------------------------------- ALL NOMINEES LISTED BELOW (EXCEPT AS MARKED TO THE CONTRARY) INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL, CROSS A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW: 01 Ronald F. Angell 02 Scott D. Chambers 03 Raymond P. Davis 04 Allyn C. Ford 05 David B. Frohnmayer 06 Stephen M. Gambee 07 Dan Giustina 08 Diana E. Goldschmidt 09 Lynn K. Herbert 10 William A. Lansing 11 Theodore S. Mason 12 Diane D. Miller 13 Bryan L. Timm 14 Thomas W. Weborg ----------------------------------------------------------------------------------------------------------------------------- 4. To approve an adjournment or postponement of the Annual Meeting if [ ] FOR [ ] AGAINST [ ] ABSTAIN necessary to solicit additional proxies. ----------------------------------------------------------------------------------------------------------------------------- 5. To transact any other business as may properly come before the Annual Meeting and at any postponements or adjournments. -----------------------------------------------------------------------------------------------------------------------------
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE, BUT IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR THE APPROVAL OF ITEMS 1, 2 AND 4 AND OTHERWISE IN THE DISCRETION OF THE APPOINTED PROXIES. Signature Signature Dated , 2006 ------------------------------- ------------------------------- --------------------
Please date and sign exactly as your name appears on your stock certificate(s) (which should be the same as the name of the address label on the envelope in which this proxy was sent to you), including designation as executor, trustee, etc., if applicable. A corporation must sign its name by the president or other authorized officer. All co-owners must sign. Vote by Internet or Telephone or Mail 24 Hours a Day, 7 Days a Week Internet and telephone voting are available through 11:59 PM Eastern Time, May 29, 2006 Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. ---------------------------------------------------------------------------------------------------------------------- INTERNET TELEPHONE MAIL http://www.proxyvoting.com/umpq 1-866-540-5760 Mark, sign and date your proxy Use the Internet to vote your proxy. Use any touch-tone telephone to vote card and return it in the Have your proxy card in hand when you your proxy. Have your proxy card in enclosed postage-paid envelope. access the website. You will be hand when you call. You will be prompted to enter your control prompted to enter your control number, located in the box below, to number, located in the box below, and create and submit an electronic then follow the directions given. ballot. ----------------------------------------------------------------------------------------------------------------------
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.