0000896595-07-000179 Sample Contracts

UMPQUA HOLDINGS CORPORATION DEFERRED RESTRICTED STOCK GRANT AGREEMENT
Deferred Restricted Stock Grant Agreement • April 20th, 2007 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon

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”).

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UMPQUA HOLDINGS CORPORATION SECOND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR RAYMOND P. DAVIS
Supplemental Executive Retirement Plan • April 20th, 2007 • Umpqua Holdings Corp • Savings institution, federally chartered

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.

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