0000896595-08-000170 Sample Contracts

SPLIT-DOLLAR INSURANCE AGREEMENT (Endorsement Method)
Split-Dollar Insurance Agreement • April 22nd, 2008 • Umpqua Holdings Corp • Savings institution, federally chartered

This is an Agreement between Umpqua Holdings Corporation, an Oregon corporation and Umpqua Bank, an Oregon state chartered bank, (collectively the "Employer"), and Raymond P. Davis, (the "Executive") dated effective April 16, 2008.

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UMPQUA HOLDINGS CORPORATION THIRD RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR RAYMOND P. DAVIS
Supplemental Executive Retirement Plan • April 22nd, 2008 • Umpqua Holdings Corp • Savings institution, federally chartered

THIS AGREEMENT is made and entered into effective as of April 16, 2008 by and between Umpqua Holdings Corporation (“Umpqua”) and Raymond P. Davis (hereinafter referred to as “Participant”) and supersedes in its entirety the Second Restated Supplemental Executive Retirement Plan as restated effective January 1, 2007.

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