EX-99.5 11 v17620a1exv99w5.txt EXHIBIT 99.5 EXHIBIT 99.5 VOTING INSTRUCTION FORM FROM A PARTICIPANT/BENEFICIARY IN THE UMPQUA BANK 401(K) AND PROFIT SHARING PLAN REGARDING THE UMPQUA HOLDINGS CORPORATION ANNUAL MEETING OF SHAREHOLDERS MAY 30, 2006 To: Reliance Trust Company I am a participant or beneficiary in the Umpqua Bank 401(k) and Profit Sharing Plan (the "Plan"). As of April 7, 2006, I held Umpqua Holdings Corporation common stock in my Plan account. I am entitled to vote the shares in my Plan account at the annual meeting of shareholders (the "Annual Meeting") to be held May 30, 2006 at the Umpqua Bank University and Support Center, 1740 NW Garden Valley Boulevard, Roseburg, Oregon. I hereby instruct Reliance Trust Company, the Plan Trustee, to cast all votes to which I am entitled to vote at the Annual Meeting as follows: ----------------------------------------------------------------------------------------------------------------------------- 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. IF ANY OTHER MATTERS ARE PRESENTED, THE PLAN TRUSTEE IS AUTHORIZED TO DIRECT THE APPOINTED PROXIES TO VOTE UPON SUCH OTHER MATTERS IN THEIR DISCRETION. THE BOARD OF DIRECTORS OF UMPQUA HOLDINGS CORPORATION HAS UNANIMOUSLY VOTED IN FAVOR OF ITEMS 1 AND 2 AND RECOMMENDS THAT YOU VOTE TO APPROVE THOSE PROPOSALS AND TO ELECT THE PERSONS NOMINATED AS DIRECTORS. ------------------------------------------------------ ------------------------------------------------------- SIGNATURE OF PARTICIPANT/BENEFICIARY SIGNATURE OF PARTICIPANT/BENEFICIARY ------------------------------------------------------ ------------------------------------------------------- PRINTED NAME OF PARTICIPANT/BENEFICIARY PRINTED NAME OF PARTICIPANT/BENEFICIARY DATE: , 2006 DATE: , 2006 ------------------------------------------- -------------------------------------------
PLEASE COMPLETE AND DATE THESE PROXY INSTRUCTIONS AND RETURN THEM PROMPTLY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. NOTICE TO PARTICIPANTS IN THE UMPQUA BANK 401(K) AND PROFIT SHARING PLAN (THE "PLAN") REGARDING VOTING INSTRUCTIONS FOR PLAN SHARES To: Plan Participants and Beneficiaries From: The Advisory Committee to the Umpqua Bank 401(k) and Profit Sharing Plan (the "Plan") Re: INSTRUCTIONS FOR VOTING PLAN SHARES As you may know, the annual meeting of shareholders (the "Annual Meeting") of Umpqua Holdings Corporation (the "Company") is scheduled to be held on May 30, 2006 at 5:30 p.m. (local time), at the Umpqua Bank University and Support Center, 1740 NW Garden Valley Boulevard, Roseburg, Oregon. As a participant or beneficiary of the Plan, you are entitled to direct Reliance Trust Company, the Plan Trustee, how to vote the shares of Company stock in your Plan account. Attached to this Notice is a copy of a Voting Instruction Form. Please use this form to tell Reliance how your shares should be voted. THE VOTING INSTRUCTION FORM ENCLOSED WITH THIS NOTICE SHOULD BE RETURNED IN THE ENCLOSED PRE-PAID POSTAGE ENVELOPE TO TERESA A. WELSH AT INVESMART, INC., 9700 SW CAPITAL HIGHWAY, STE. 260, PORTLAND, OR 97219, TO BE RECEIVED NO LATER THAN MAY 19, 2006. ALTERNATIVELY, YOU CAN RETURN YOUR COMPLETED VOTING INSTRUCTION FORM TO THE ATTENTION OF TERESA A. WELSH AT INVESMART, INC. BY FAXING IT TO 503-452-8073. IF YOUR VOTING INSTRUCTION FORM IS RECEIVED AFTER MAY 19, 2006, WE CANNOT GUARANTEE THAT YOUR VOTE WILL BE COUNTED. Invesmart, Inc., on behalf of the Trustee, will tabulate the results and will provide the results to the Trustee, or its designee, to vote the shares in accordance with the voting instructions it receives from you and other participants. All voting instructions will be handled confidentially. Also, please note that it is possible, although unlikely, that proposals other than those specified on the Voting Instruction Form will be presented for shareholder action at the Annual Meeting. If this should happen, the Plan Trustee, or its designee, will vote upon such matters in its discretion. This memo is enclosed with the joint proxy statement-prospectus that gives you detailed information about the merger with Western Sierra Bancorp and its subsidiaries, the proposed amendment to the Company's articles of incorporation, the election of directors and the Annual Meeting. Before sending in your voting instructions, you should read that entire document. Thank you for your attention to this important meeting.