0001104659-06-008465 Sample Contracts

AMENDED AND RESTATED SEVERANCE AGREEMENT
Amended and Restated Severance Agreement • February 13th, 2006 • Western Sierra Bancorp • State commercial banks • California

This Amended and Restated Severance Agreement (this “Restated Agreement”), dated as of February , 2006 amends and restates the Severance Agreement between Western Sierra Bancorp, a California corporation (“Bancorp”), and Douglas Nordell (“Executive”) dated (the “Severance Agreement”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 13th, 2006 • Western Sierra Bancorp • State commercial banks • California

This Amended and Restated Employment Agreement (this “Restated Agreement”), dated as of February , 2006 amends and restates the Employment Agreement between Western Sierra Bancorp, a California corporation (“Bancorp”), and Patrick J. Rusnak (“Executive”) dated May 3, 2005 (the “Employment Agreement”).

AMENDMENT TO SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • February 13th, 2006 • Western Sierra Bancorp • State commercial banks

This agreement (the “Amendment”), dated as of February , 2006 amends the Salary Continuation Agreement between Central California Bank, a California state banking corporation (“Bank”), and Clyde Frederick Rowden (“Executive”) dated June 22, 2002 (the “SERP”).

AMENDMENT TO EXECUTIVE SALARY CONTINUATION AGREEMENT
Executive Salary Continuation Agreement • February 13th, 2006 • Western Sierra Bancorp • State commercial banks

This agreement (the “Amendment”), dated as of February , 2006 amends the Executive Salary Continuation Agreement between Auburn Community Bank, a California state banking corporation (“Bank”), and Jeff Birkholz (“Executive”) dated December 31, 2000 (the “SERP”).

AMENDMENT TO SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • February 13th, 2006 • Western Sierra Bancorp • State commercial banks

This agreement (the “Amendment”), dated as of February , 2006 amends the Salary Continuation Agreement between Douglas A. Nordell (“Executive”) and Roseville 1st National Bank (“Roseville”) dated January 1, 1998, which agreement was amended and assumed by Lake Community Bank (the “Bank”) in 1999 upon the merger of Roseville and the Bank (collectively, the “SERP”).

AMENDMENT TO SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • February 13th, 2006 • Western Sierra Bancorp • State commercial banks

This agreement (the “Amendment”), dated as of February , 2006 amends the Salary Continuation Agreement between Western Sierra National Bank, a national banking association (the “Bank”), and Phillip S. Wood (“Executive”) dated June 1, 2002 (the “SERP”).

AMENDMENT TO EXECUTIVE SALARY CONTINUATION AGREEMENT
Executive Salary Continuation Agreement • February 13th, 2006 • Western Sierra Bancorp • State commercial banks

This agreement (the “Amendment”), dated as of February , 2006 amends the Executive Salary Continuation Agreement between Western Sierra National Bank, a national banking association (“Bank”), and Kirk N. Dowdell (“Executive”) dated February 1, 2002 (the “SERP”).

AGREEMENT AND PLAN OF REORGANIZATION by and among Umpqua Holdings Corporation, Umpqua Bank, Western Sierra Bancorp, Auburn Community Bank, Central California Bank, Lake Community Bank, and Western Sierra National Bank February 7, 2006
Agreement and Plan of Reorganization • February 13th, 2006 • Western Sierra Bancorp • State commercial banks • Oregon

This Agreement and Plan of Reorganization is entered into effective this 7th day of February, 2006 (this “Agreement”), by and among Umpqua Holdings Corporation (“Umpqua”), Umpqua Bank (“Umpqua Bank”), Western Sierra Bancorp (“WSB”), Auburn Community Bank (“ACB”), Central California Bank (“CCB”), Lake Community Bank (“LCB”) and Western Sierra National Bank (“WSNB”). ACB, CCB, LCB and WSNB are collectively referred to herein as the “WSB Banks”.

AMENDMENT TO SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • February 13th, 2006 • Western Sierra Bancorp • State commercial banks

This agreement (the “Amendment”), dated as of February , 2006 amends the Salary Continuation Agreement between Western Sierra National Bank, a national banking association (“Bank”), and Gary D. Gall (“Executive”) dated August 22, 2002 (the “SERP”).

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