UMPQUA HOLDINGS CORP (Form: S-8, Received: 04/28/1999 17:10:00)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

Registration Statement Under the Securities Act of 1933 Filed with the Securities and Exchange Commission on April 28, 1999

UMPQUA HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Oregon                        000-25597                                  93-1261319
(State of incorporation) (Commission File No.) (I.R.S. Employer Identification No.)

445 S.E. Main Street., Roseburg, Oregon, 97470
(541) 440-3963
(Address of principal executive office and registrant's telephone number)

UMPQUA HOLDINGS CORPORATION STOCK OPTION PLAN
(Full title of the plan)

Raymond P. Davis, President and Chief Executive Officer
445 S.E. Main Street, Roseburg, Oregon 97470
(541) 440-3963
(Name, address and telephone number of agent for service)

Copies to:
Andrew H. Ognall, Esq.
Foster Pepper & Shefelman LLP
101 S.W. Main St., 15th Fl., Portland, Oregon 97204





                              CALCULATION OF REGISTRATION FEE
------------------ -------------- -------------------- ------------------- --------------------
Title of           Number of      Proposed Maximum     Proposed Maximum    Amount of
Securities Being   Shares Being   Offering Price Per   Aggregate           Registration Fee
Registered         Registered     Share                Offering Price
                   (1)
------------------ -------------- -------------------- ------------------- --------------------
------------------ -------------- -------------------- ------------------- --------------------
Common Stock       130,000        $12.00               $1,560,000.00       $433.68
Common Stock       256,425        $2.6956              $691,219.23         $192.16
Common Stock       20,000         $5.25                $105,000.00         $29.19
Common Stock       20,000         $5.875               $117,500.00         $32.67
Common Stock       20,000         $8.625               $172,500.00         $47.96
Common Stock       8,800          $10.25 (2)           $90,200.00          $25.08
Common Stock       13,800         $3.804               $52,495.20          $14.59
Common Stock       652,375        $10.25 (2)           $6,686,843.75       $1,858.94
------------------ -------------- -------------------- ------------------- --------------------

(1) The shares of common stock represent the number of shares with respect to which options have been granted or may be granted under the Umpqua Holdings Corporation Stock Option Plan. In addition, pursuant to Rule 416, this Registration Statement also covers an indeterminate number of additional shares which may be issuable as a result of the anti-dilution provisions of the Umpqua Holdings Corporation Stock Option Plan.

(2) The maximum offering price for the shares cannot presently be determined as the offering price is established at the time options are granted. Pursuant to Rule 457(h), the offering price is estimated based on the last sale price reported for the common stock on NASDAQ on April 26, 1999.

EXPLANATORY NOTE

This Registration Statement includes a Prospectus, prepared in accordance with the requirements of Form S-3, which may be used for reofferings and resales of securities registered under this Registration Statement. The securities have been or may be issued upon the exercise of stock options granted under our Stock Option Plan.

As of the close of business on March 12, 1999, South Umpqua Bank completed a reorganization pursuant to a Plan of Exchange, dated November 9, 1998, to become a subsidiary of Umpqua Holdings Corporation (the registrant and then a newly formed bank holding company). Prior to the consummation of the reorganization, South Umpqua Bank common stock was registered under section 12(g) of the Securities Exchange Act of 1934. Pursuant to Section 13 of the Exchange Act, South Umpqua Bank filed reports and proxy statements with the FDIC.

The Plan of Exchange provided that each outstanding share of South Umpqua Bank common stock would be acquired by Umpqua Holdings Corporation in exchange for one newly issued share of Umpqua Holdings Corporation's common stock. As a result, Umpqua Holdings Corporation became the sole shareholder of South Umpqua Bank and the shareholders of South Umpqua Bank became shareholders of Umpqua Holdings Corporation.

Pursuant to SEC Rule 12g-3(a), Umpqua Holdings Corporation is the successor issuer and the common stock of Umpqua Holdings Corporation is deemed to be registered pursuant to section 12(g) of the Exchange Act. Umpqua Holdings Corporation has assumed South Umpqua Bank's reporting obligations and files reports and proxy information with the SEC.

The Plan of Exchange also provided that South Umpqua Bank's 1995 Stock Option Plan became the Umpqua Holdings Corporation Stock Option Plan and each outstanding option, warrant or other right to acquire common stock of South Umpqua bank was converted into an option, warrant or other rights, as the case may be, to acquire Umpqua Holdings Corporation common stock.

PART I--INFORMATION REQUIRED IN THE SECTION 10(a) PROPSPECTUS

In accordance with the instructions to Part I of Form S-8, the information required to be set forth in Part I of Form S-8 has been omitted from this Registration Statement.

PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated by reference in this registration statement:

(a) The latest annual report of South Umpqua Bank for the fiscal year ended December 31, 1998, filed with the FDIC on Form 10-K.

(b) All other reports of South Umpqua Bank and Umpqua Holdings Corporation filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since December 31, 1998.

(c) The description of the common stock for South Umpqua Bank contained in the registration statement filed with the FDIC on Form 10 and declared effective on April 1, 1998, by the FDIC as updated for Umpqua Holdings Corporation by the Description of Securities in Item 4 of this registration statement.

All documents subsequently filed by Umpqua Holdings Corporation pursuant to sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of filing of such documents.

Item 4. Description of Securities.

Pursuant to SEC Rule 12g-3, upon completion of the reorganization of South Umpqua Bank as a subsidiary of Umpqua Holdings Corporation, the common stock of Umpqua Holdings Corporation is deemed to be registered under Section 12 of the Exchange Act as the successor to South Umpqua Bank. A description of the Umpqua Holdings Corporation common stock has not been previously filed. This Item sets forth the information required by Item 202 of Regulation S-K.

The authorized capital stock of Umpqua Holdings Corporation consists of 20,000,000 shares of common stock and 2,000,000 shares of preferred stock. No shares of preferred stock are issued and outstanding. As of April 19, 1999, 7,660,352 shares of common stock, held by approximately 600 shareholders of record, were issued and outstanding.

Each outstanding share of common stock has the same relative rights and preferences as each other share, including voting rights and the rights to net assets of Umpqua Holdings Corporation upon liquidation. Each outstanding share of common stock is entitled to one vote on matters considered by shareholders. Holders of common stock may not accumulate votes in the election of directors and are not entitled to preemptive rights.

The terms of the preferred stock are not definitively established in the Articles of Incorporation. The Board of Directors or shareholders may designate a series of preferred stock. All shares of a series of preferred stock will have preferences, limitations and relative rights identical to those of all the other shares of that series.

The Board of Directors is authorized to issue or sell additional capital stock, at its discretion and for fair value, and to issue future cash or stock dividends without shareholder approval.

Item 5. Interests of Named Experts and Counsel.

Foster Pepper & Shefelman LLP, special counsel to Umpqua Holdings Corporation, is passing upon the validity of the common stock being registered. A partner of Foster Pepper & Shefelman LLP owns 25,036 shares of common stock.

Item 6. Indemnification of Directors and Officers.

Under the Oregon Business Corporation Act (Oregon Revised Statutes Sections 60.387 to 60.414), applicable to Umpqua Holdings Corporation, a person who is made a party to a proceeding because such person is or was an officer or director of a corporation may be indemnified by the corporation against liability incurred by such person in connection with the proceeding if (i) the person's conduct was in good faith and in a manner he or she reasonably believed was in the corporation's best interest or at least not opposed to its best interests and (ii) if the proceeding was a criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. Indemnification is not permitted if the person was adjudged liable to the corporation in a proceeding by or in the right of the corporation, or if the person was adjudged liable on the basis that he or she improperly received a personal benefit. Unless the articles of the corporation provide otherwise, such indemnification is mandatory if the person is wholly successful on the merits or otherwise, or if ordered by a court of competent jurisdiction.

The Oregon Business Corporation Act also provides that a company's articles of incorporation may limit or eliminate the personal liability of a director to the corporation or its shareholders for monetary damages for conduct as a director, provided that no such provision shall eliminate the liability of a director for (i) any breach of the directors' duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) any unlawful distribution; or (iv) any transaction from which the director derived an improper personal benefit.

Our Articles of Incorporation provide that we will indemnify our directors and officers, to the fullest extent permissible under the Oregon Business Corporation Act against all expense liability and loss (including attorney fees) incurred or suffered by reason of service as a director or officer or is or was serving at our request as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

The effect of these provisions is to limit the liability of directors for monetary damages, and to indemnify our directors and officers for all costs and expenses for liability incurred by them in connection with any action, suit or proceeding in which they may become involved by reason of their affiliation with us, to the fullest extent permitted by law. These provisions do not limit our rights or any shareholder's rights to seek non-monetary relief, and do not affect a director's or officer's responsibilities under any other laws, such as securities or environmental laws.

Item 7. Exemption from Registration Claimed.

The Prospectus contained in this Registration Statement includes 8,800 shares issued by Umpqua Holdings Corporation to an executive officer upon the exercise of his stock options. We issued these shares in reliance upon section 4(2) of the Securities Act of 1933.

Item 8. Exhibits.

The exhibits required by Item 601 of Regulation S-K being filed herewith are

Exhibit 3.1--Articles of Incorporation of Umpqua Holdings Corporation Exhibit 3.2--Bylaws of Umpqua Holdings Corporation Exhibit 4--Specimen Stock Certificate Exhibit 5--Opinion of Foster Pepper & Shefelman LLP Exhibit 23.1--Consent of KPMG Peat Marwick LLP Exhibit 23.2--Consent of Foster Pepper & Shefelman (Included in Exhibit 5.1)
Exhibit 99--Umpqua Holdings Corporation Stock Option Plan

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Paragraphs (i) and (ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering.

PROSPECTUS

UMPQUA HOLDINGS CORPORATION
445 S.E. Main Street, Roseburg, Oregon 97470
(541) 440-3963

1,121,400 Shares of Common Stock

This Prospectus relates to the offer and sale by executive officers and directors of Umpqua Holdings Corporation of up to 1,121,400 shares of Umpqua Holdings Corporation common stock which have been or may be issued upon exercise of options granted under the Umpqua Holdings Corporation Stock Option Plan.

Umpqua Holdings Corporation will not receive any of the proceeds from the sale of the shares. All of the shares may be offered for sale from time to time in the market or in privately negotiated transactions. The selling shareholders will pay any brokerage fees or commissions relating the sale of their shares.

The common stock is quoted on the NASDAQ National Market System under the symbol "UMPQ."

The common stock offered by this Prospectus involves a high degree of risk. The Risk Factors section, which begins on page 2, should be considered carefully.

The date of this Prospectus is April 28, 1999.

Neither the Securities Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

RISK FACTORS

Our geographic concentration exposes us to risks of adverse changes in the local economy.

Umpqua Holdings Corporation conducts a large portion of its business in the communities of Douglas County, Oregon. The region depends primarily on forest products, agriculture, manufacturing, tourism, and government industries. As a result of the geographic concentration of our business, adverse economic developments in Douglas County which can have the effect of decreasing income and economic activity, can negatively affect our business and financial condition.

The loss of key personnel could hurt our operations.

The success of Umpqua Holdings Corporation depends on our ability to attract and retain high quality management. In particular, Raymond P. Davis, our President and Chief Executive Officer, has been important to our success and pivotal to our continued growth. The loss of Mr. Davis or other senior executive officers could adversely impact our operations and future growth. We have an employment contract with Mr. Davis through the Year 2000. We do not maintain key person life insurance policies for any of the executive officers.

Regulatory burdens can limit our growth and profitability.

Bank holding companies and their subsidiary banks are subject to extensive regulation. These regulations are generally intended to protect our deposit customers without regard to our shareholders. Regulatory restrictions could limit our ability to compete and could adversely affect our profitability.

Moreover, Umpqua Holdings Corporation is dependent on its wholly owned bank subsidiary, South Umpqua Bank, for revenues to pay operating expenses and to pay dividends to shareholders. South Umpqua Bank is subject to a variety of state and federal banking regulations that could limit its ability to pay dividends to Umpqua Holdings Corporation if these payments might adversely affect South Umpqua Bank's financial condition.

Our charter provisions may discourage a take-over, preventing a potential increase in share value.

Our Articles of Incorporation provide that the board of directors, when evaluating any offer of another party to make a tender or exchange offer or for the acquisition, merger or other form of business combination with Umpqua Holdings Corporation, may consider factors not necessarily in the interests of shareholders. These factors include the state and national economy, and the social, legal, and economic effects on employees, customers and suppliers.

Our Articles also provide for a staggered board of directors, meaning approximately one-third of the director positions are filled each year. Also, the Articles provide directors may only be removed from their positions for cause.

These provisions make it difficult for a dissident shareholder to remove the entire board at one time and may discourage potential acquirors. As a result, you may not benefit from the increase in share value that a take-over might cause.

USE OF PROCEEDS

All of the shares are being offered for the account of selling shareholders. Umpqua Holdings Corporation will not receive any proceeds from the sale of the shares being offered. See "Selling Shareholders."

DESCRIPTION OF SECURITIES

The Board of Directors is authorized to issue or sell additional capital stock, at its discretion and for fair value, and to issue future cash or stock dividends without shareholder approval.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

SELLING SHAREHOLDERS

Since 1995, Umpqua Holdings Corporationand its affiliates granted to certain employees options to purchase shares of common stock under our Stock Option Plan approved by shareholders. Upon exercise of any stock options, common stock was or will be issued: (i) to the exercising option holder in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act of 1933 or (ii) to the exercising option holder under the registration statement of which this Prospectus forms a part. In both cases, the number of shares indicated in this Prospectus will be available for resale by such exercising option holder as a selling shareholder pursuant to this Prospectus.

As of the date of this Prospectus, options to purchase 460,225 shares of common stock and 8,800 shares of common stock, which were acquired upon the exercise of options, are held by the selling shareholders. The table on the following page sets forth information with respect to the selling shareholders as of April 19, 1999.

                            Number of
                             Shares                         Number of      % of Class
                          Beneficially      Number of     Shares to be        to be
                         Owned Prior to      Shares       Beneficially    Beneficially
                               the            Being      Owned after the   Owned after
Name and Position         Offering (1)     Offered (2)    Offering (3)    the Offering

Raymond P. Davis             310,282         315,225         310,282           4%
President and
Chief Executive Officer

Daniel A. Sullivan           11,200          40,000          11,200             *
Senior Vice President
and Chief Financial
Officer

Gerald L. Pierpoint          16,277          40,000          16,277             *
Senior Vice President/
Eugene Operations

Rodger P. Terrall            14,970          40,000          14,970             *
Senior Vice President
and Chief Lending
Officer

Steven A. May                 9,600          33,800           9,600             *
Senior Vice President/
Retail Banking

* Less than 1%

(1) Includes all shares of common stock owned by the selling shareholder and shares of common stock which the selling shareholder has the right to acquire, through the exercise of options including those granted under the Plans, within 60 days after March 31, 1999.

(2) Includes shares of common stock acquired or to be acquired by the selling shareholder upon exercise of options granted under our Stock Option Plan.

(3) Assumes all shares being offered will be sold, and that no other shares are acquired or transferred by the selling shareholder.

PLAN OF DISTRIBUTION

Shares are being offered by selling shareholders for their own account. Selling shareholders may sell all or a portion of their shares

On the NASDAQ National Market System through broker-dealers selected by the selling shareholder at market prices; or

Through private sales at negotiated prices.

It is anticipated that sales will be made without payment of any underwriting commissions or discounts, other than brokers' commissions or fees customarily paid in such transactions. Umpqua Holdings Corporation will bear all expenses of the offering, except selling shareholders will pay brokerage fees or commissions and transfer taxes.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Foster Pepper & Shefelman LLP, special counsel to Umpqua Holdings Corporation, is passing upon the validity of the common stock being registered. As of April 19, 1999, a partner of Foster Pepper & Shefelman LLP owns 25,036 shares of common stock.

INCORPORATION BY REFERENCE

The following documents are incorporated by reference in this prospectus:

(a) The latest annual report of South Umpqua Bank for the fiscal year ended December 31, 1998, filed with the FDIC on Form 10-K.

(b) All other reports of South Umpqua Bank and Umpqua Holdings Corporation filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since December 31, 1998.

All documents subsequently filed pursuant to sections 13, 14, and 15(d) of the Securities Exchange Act of 1934 relating to the common stock, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Prospectus and to be a part of it from the date of filing of those documents.

Copies of all documents which are incorporated by reference will be provided without charge to anyone to whom this Prospectus is delivered upon a written or oral request to Daniel A. Sullivan at Umpqua Holdings Corporation, 445 S.E. Main Street, Roseburg, Oregon 97470, telephone number (541) 440-3963.

AVAILABLE INFORMATION

Umpqua Holdings Corporation files reports and other information with the Securities and Exchange Commission. Such filed reports, proxy statements and other information can be read and copied by the public at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding Umpqua Holdings Corporation--the address of that site is http:\\www.sec.gov.

Umpqua Holdings Corporation is the successor to South Umpqua Bank. South Umpqua Bank filed reports and other information with the FDIC, 550 17th Street, N.W., Washington, D.C. South Umpqua Bank maintains an internet site--the address is http:\\www.southumpqua.com.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseburg, State of Oregon, on the 26th day of April, 1999.

UMPQUA HOLDINGS CORPORATION

By:  /s/ Raymond P. Davis
     -------------------------------------------
     Raymond P. Davis, President and
       Chief Executive Officer

By:  /s/ Daniel A. Sullivan
     -------------------------------------------
     Daniel A. Sullivan, Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on April 26, 1999.

By:   /s/ Raymond P. Davis            By:  /s/ Lynn K. Herbert
      -----------------------------        ------------------------------
      Raymond P. Davis                     Lynn K. Herbert
      Director, President and              Director
        Chief Executive Officer

By:   /s/ Allyn C. Ford               By:  /s/ Harold L. Ball
      ----------------------------         ------------------------------
      Allyn C. Ford                        Harold L. Ball
      Director                             Director


By:   /s/ Ronald O. Doan              By:
      -----------------------------        ------------------------------
      Ronald O. Doan                       David B. Frohnmayer
      Director                             Director


By:   /s/ Neil D. Hummel              By:  /s/ Frances Jean Phelps
      -----------------------------        ------------------------------
      Neil D. Hummel                       Frances Jean Phelps
      Director                             Director


By:   /s/ Scott Chambers              By:
      -----------------------------        ------------------------------
      Scott Chambers                       Richard L. Petterson
      Director                             Director

EXHIBIT INDEX

Exhibit 3.1    Articles of Incorporation
Exhibit 3.2    Bylaws
Exhibit 4      Specimen Stock Certificate
Exhibit 5      Opinion of Foster Pepper & Shefelman LLP
Exhibit 23.1   Consent of KPMG Peat Marwick LLP
Exhibit 23.2   Consent of Foster Pepper & Shefelman LLP (Included in Exhibit 5)
Exhibit 99     Umpqua Holdings Corporation Stock Option Plan

EXHBIT 3.1

ARTICLES OF INCORPORATION

ARTICLES OF AMENDMENT

UMPQUA HOLDINGS CORPORATION

Article V of the Articles of Incorporation are amended to add a new subsection E and to read in its entirety as follows:

"ARTICLE V

BOARD OF DIRECTORS

A. Number of Directors. The number of directors of the Corporation will be not less than six (6) nor more than nineteen (19), with the exact number of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the whole board of directors. As used in these Articles of Incorporation, the term "whole board of directors" means the total number of directors that the Corporation would have if there were no vacancies on the board of directors.

B. Classified Board. The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole board of directors permits. One class will stand for election at each annual meeting of shareholders, with each class standing for election every third year. The initial Directors in the first group (class 1 Directors) shall hold office for a term expiring at the first annual meeting of shareholders of the Corporation, initial Directors in the second group (class 2 Directors) shall hold office for a term expiring at the second annual meeting of shareholders, and initial Directors in the third group (class 3 Directors) shall hold office for a term expiring at the third annual meeting of shareholders. If the number of Directors is increased or decreased, such change will be apportioned among the classes so that after the change, the classes will remain as nearly equal in number as possible.

Each Director shall be elected to hold office for a term of three years, and until his or her successor has been elected and qualified, subject to prior death, resignation or removal, such term to expire on the date of the third annual meeting of shareholders following the election of the class of Directors to which such Director belongs. A decrease in the number of Directors will not have the effect of shortening the term of any incumbent Director. No fewer than two and no more than five Directors shall have terms expiring in the same year, and in any event, the number of Directors whose terms expire in any one year shall be less than one half of the total number of Directors. At each annual meeting, the shareholders will elect Directors by a plurality of the votes cast by the shares entitled to vote in the election.

C. Removal of Directors. Notwithstanding any other provision of these Articles of Incorporation, any Director of the Corporation may be removed at any time only for cause, and except as otherwise required by law, only by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Corporation entitled to elect such Director, at a meeting of the shareholders called for that purpose, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the Director. If the Director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the Director. For purposes of this Article IV, the term "cause" shall mean:

(i) any breach of a Director's duty of loyalty to the Corporation or its shareholders;

(ii) acts or omissions, which are not in good faith or which, involve intentional misconduct or a knowing violation of the law;

(iii) any unlawful distribution under the provisions of the Oregon Bank Act or other applicable state or federal laws; or

(iv) any transaction from which the Director derived an improper personal benefit.

D. Vacancies. Any Directors' position to be filled by reason of a vacancy in the board of Directors or a vacancy resulting from an increase in the number of Directors shall be filled by the affirmative vote of the majority of all the Directors remaining in office. Shareholders may not fill vacancies.

E. Article Amendment or Repeal. Notwithstanding any other provisions of these Articles of Incorporation or Bylaws of the Corporation, the provisions of this Article may not be amended or repealed and no provisions inconsistent herewith may be adopted by the corporation without the affirmative vote of 75% of all of the votes entitled to be cast on the matter."

Article VI is amended to read in its entirety as follows:

"ARTICLE VI

LIMITATIONS ON LIABILITY OF DIRECTORS

No director of the Corporation is personally liable to the Corporation or its shareholders for monetary damages for conduct as a director, except for the following:

(a) Any breach of the director's duty of loyalty to the Corporation or its shareholders;

(b) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(d) Any transaction from which the director derived an improper personal benefit.

This Article does not limit or eliminate the liability of a director for any act or omission occurring before the effective date of this Article.

No amendment to or repeal of this Article may make any director of the Corporation personally liable to the Corporation or its shareholders for monetary damages for any act or omission as a director occurring before the effective date of that amendment or repeal.

This Article is intended to limit the liability of any director of the Corporation to the greatest extent authorized under the Oregon Business Corporation Act. Any further limitation on the liability of directors authorized under any amendment to the Oregon Business Corporation Act is incorporated into this Article on the effective date of that amendment.

Notwithstanding any other provisions of these Articles of Incorporation or Bylaws of the Corporation, the provisions of this Article may not be amended or repealed and no provisions inconsistent herewith may be adopted by the corporation without the affirmative vote of 75% of all of the votes entitled to be cast on the matter.

Article VII is amended to add a new section K and to read in its entirety as follows:

ARTICLE VII

INDEMNIFICATION

A. Non-Derivative Actions. Subject to the provisions of Sections C, E and F below, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, (including all appeals) (other than an action by or in the right of the Corporation) by reason of or arising from the fact that the person is or was a director or officer of the Corporation or one of its subsidiaries, or is or was serving at the request of the Corporation as a director, officer, partner, or trustee of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against reasonable expenses (including attorney's fees), judgments, fines, penalties, excise taxes assessed with respect to any employee benefit plan and amounts paid in settlement actually and reasonably incurred by the person to be indemnified in connection with such action, suit or proceeding if the person acted in good faith, did not engage in intentional misconduct, and, with respect to any criminal action or proceeding, did not know the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith or, with respect to any criminal action or proceeding, that the person knew that the conduct was unlawful.

B. Derivative Actions. Subject to the provisions of Sections C, E and F below, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit (including all appeals) by or in the right of the Corporation to procure a judgment in its favor by reason of or arising from the fact that the person is or was a director or officer of the Corporation or one of its subsidiaries, or is or was serving at the request of the Corporation as a director, officer, partner, or trustee of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against reasonable expenses (including attorneys' fees) actually incurred by the person to be indemnified in connection with the defense or settlement of such action or suit if the person acted in good faith, provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for deliberate misconduct in the performance of that person's duty to the Corporation, for any transaction in which the person received an improper personal benefit, for any breach of the duty of loyalty to the Corporation, or for any distribution to shareholders which is unlawful under the Oregon Business Corporation Act, or successor statute, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

C. Determination of Right to Indemnification in Certain Cases. Subject to the provisions of Sections E and F below, indemnification under Sections A and B of this Article shall not be made by the Corporation unless it is expressly determined that indemnification of the person who is or was an officer or director, or is or was serving at the request of the Corporation as a director, officer, partner, or trustee of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, is proper in the circumstances because the person has met the applicable standard of conduct set forth in Sections A or B. That determination may be made by any of the following:

(a) By the Board of Directors by majority vote of a quorum consisting of directors who are not or were not parties to the action, suit or proceeding;

(b) If a quorum cannot be obtained under paragraph (a) of this subsection, by majority vote of a committee duly designated by the Board of Directors consisting solely of two or more directors not at the time parties to the action, suit or proceeding (directors who are parties to the action, suit or proceeding may participate in designation of the committee);

(c) By special legal counsel selected by the Board of Directors or its committee in the manner prescribed in (a) or (b) or, if a quorum of the Board of Directors cannot be obtained under (a) and a committee cannot be designated under (b) the special legal counsel shall be selected by majority vote of the full Board of Directors, including directors who are parties to the action, suit or proceeding;

(d) If referred to them by Board of Directors of the Corporation by majority vote of a quorum (whether or not such quorum consists in whole or in part of directors who are parties to the action, suit or proceeding), by the shareholders; or

(e) By a court of competent jurisdiction.

D. Indemnification of Persons Other than Officers or Directors. Subject to the provisions of Section F, in the event any person not entitled to indemnification under Sections A and B of this Article was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding of a type referred to in Sections A or B of this Article by reason of or arising from the fact that such person is or was an employee or agent (including an attorney) of the Corporation or one of its subsidiaries, or is or was serving at the request of the Corporation as an employee or agent (including an attorney) of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, the Board of Directors of the Corporation by a majority vote of a quorum (whether or not such quorum consists in whole or in part of directors who were parties to such action, suit or proceeding) or the stockholders of the Corporation by a majority vote of the outstanding shares upon referral to them by the Board of Directors of the Corporation by a majority vote of a quorum (whether or not such quorum consists in whole or in part of directors who were parties to such action, suit or proceeding) may, but shall not be required to, grant to such person a right of indemnification to the extent described in Sections A or B of this Article as if the person were acting in a capacity referred to therein, provided that such person meets the applicable standard of conduct set forth in such Sections. Furthermore, the Board of Directors may designate by resolution in advance of any action, suit or proceeding, those employees or agents (including attorneys) who shall have all rights of indemnification granted under Sections A and B of this Article.

E. Successful Defense. Notwithstanding any other provision of Sections A, B, C or D of this Article, but subject to the provisions of
Section F, to the extent a director, officer, or employee is successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections A, B or D of this Article, or in defense of any claim, issue or matter therein, that person shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him in connection therewith.

referred to them by the Board of Directors of the Corporation by a majority vote of a quorum (consisting of directors who, insofar as indemnity of officers or directors is concerned, were not parties to such action, suit or proceeding, but who, insofar as indemnity of employees or agents is concerned, may or may not have been parties), the stockholders of the Corporation by a majority of the votes entitled to be cast by holders of shares of the Corporation's stock which have unlimited voting rights to make a determination that such a failure was prejudicial to the Corporation in the circumstances and that, therefore, the right to indemnification referred to in Sections A, B or D of this Article shall be denied in its entirety or reduced in amount.

G. Advances for Expenses. Expenses incurred by a person indemnified hereunder in defending a civil, criminal, administrative or investigative action, suit or proceeding (including all appeals) or threat thereof, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such expenses if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation and a written affirmation of the person's good faith belief that he or she has met the applicable standard of conduct. The undertaking must be a general personal obligation of the party receiving the advances but need not be secured and may be accepted without reference to financial ability to make repayment.

H. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or one of its subsidiaries or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against and incurred by that person in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify that person against such liability under the provisions of this Article or under the Oregon Business Corporation Act.

I. Purpose and Exclusivity. The indemnification referred to in the various Sections of this Article shall be deemed to be in addition to and not in lieu of any other rights to which those indemnified may be entitled under any statute, rule of law or equity, agreement, vote of the stockholders or Board of Directors or otherwise. The Corporation is authorized to enter into agreements of indemnification. The purpose of this Article is to augment the provisions of the Oregon Business Corporation Act dealing with indemnification.

J. Severability. If any of the provisions of this Article are found, in any action, suit or proceeding, to be invalid or ineffective, the validity and the effect of the remaining provisions shall not be affected.

"K. Article Amendment or Repeal. Notwithstanding any other provisions of these Articles of Incorporation or Bylaws of the Corporation, the provisions of this Article may not be amended or repealed and no provisions inconsistent herewith may be adopted by the corporation without the affirmative vote of 75% of all of the votes entitled to be cast on the matter."

Article VIII is amended to read in its entirety as follows:

"ARTICLE VIII

CONSIDERATION OF OTHER CONSTITUENCIES

When evaluating any offer of another party to make a tender or exchange offer for any equity security of the Corporation, or any proposal to merge or consolidate the Corporation with another corporation or financial institution, or to purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation, the Directors of the Corporation may, in determining what they believe to be in the best interests of the Corporation, give due consideration to the social, legal and economic effects of such offer or proposal on employees, customers and suppliers of the Corporation and on the communities and geographical areas in which the Corporation and its subsidiaries operate, the economy of the state and the nation, the long-term as well as short-term interests of the Corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the Corporation, and other relevant factors.

Notwithstanding any other provisions of these Articles of Incorporation or Bylaws of the Corporation, the provisions of this Article may not be amended or repealed and no provisions inconsistent herewith may be adopted by the Corporation without the affirmative vote of 75% of all of the votes entitled to be cast on the matter."

ARTICLES OF INCORPORATION

UMPQUA HOLDINGS CORPORATION

Acting as the incorporator under the Oregon Business Corporation Act, the undersigned hereby adopts the following Articles of Incorporation.

ARTICLE I

NAME

The name of the corporation is Umpqua Holdings Corporation (the "Corporation").

ARTICLE II

PURPOSES AND POWERS

The Corporation is organized to engage in any lawful activity for which a corporation may be organized under the Oregon Business Corporation Act, including, but not limited to, owning and holding the capital stocks of state or federally chartered banks. The Corporation will have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including but not limited to, the powers specified in the Oregon Business Corporation Act or which may be hereafter granted by such law.

ARTICLE III

AUTHORIZED CAPITAL STOCK

A. Authorized Classes of Shares. The Corporation may issue 22,000,000, shares of stock divided into two classes as follows:

2,000,000 shares of preferred stock ("Preferred Stock"). The Preferred Stock may be further divided into one or more series of Preferred Stock. Each series of Preferred Stock will have the preferences, limitations and relative rights as may be set forth for such series either in these Articles or in an amendment to these Articles ("Preferred Stock Designation"). A Preferred Stock Designation may be adopted either by action of the Board of Directors of the Corporation pursuant to Section G of this Article III or by action of the shareholders of the Corporation; and

20,000,000 shares of common stock ("Common Stock").

Except as may otherwise be provided in a Preferred Stock Designation, all shares of a class will have preferences, limitations and relative rights identical to those of all other shares of the same class. All shares of a series of Preferred Stock will have preferences, limitations and relative rights identical to those of all other shares of that series of Preferred Stock.

B. Voting Rights. The Corporation's Capital Stock will have voting rights as follows:

1. Common Stock Voting Rights. Subject to the voting rights, if any, of any Preferred Stock that may be outstanding, the outstanding shares of Common Stock will (a) each have one vote, (b) vote together as a single voting group and (c) together have unlimited voting rights.

2. Preferred Stock Voting Rights. Except as otherwise provided by the Oregon Business Corporation Act or in a Preferred Stock Designation, each share of Preferred Stock will, on each matter which that series of Preferred Stock is entitled to vote, (a) either have (i) one vote if that series of Preferred Stock is not by its terms convertible into Common Stock, or (ii), if that series of Preferred Stock is convertible into Common Stock, one vote for each share of Common Stock into which that series of Preferred Stock may be converted as of the record date for the meeting at which the vote is to be taken, and (b) vote together with shares of the Common Stock as a single voting group.

3. Nonvoting Preferred Stock. Shares of any series of Preferred Stock which are designated as being "nonvoting" will nonetheless have such voting rights as are required by the Oregon Business Corporation Act.

4. Noncumulative Voting for Directors. The holders of shares of Common Stock and the holders of shares of any series of Preferred Stock which is entitled to vote with respect to the election of directors will not have the right to cumulate votes in the election of directors.

C. Dividends. Subject to any priority or participating rights of any Preferred Stock that may be outstanding, the holders of Common Stock will be entitled to receive, out of any legally available assets of the Corporation, any dividends declared by the Board of Directors of the Corporation. Except as may otherwise be provided in a Preferred Stock Designation, the Board of Directors of the Corporation will have the sole authority and discretion to determine the time, amount and terms of payment for any dividend that may be declared. Nothing in these Articles will be construed as obligating the Board of Directors of the Corporation to declare a dividend at any time, even though the Corporation may have assets legally available to pay a dividend.

D. Redemption. Subject to any provision to the contrary contained in any Preferred Stock Designation, the Corporation may repurchase all or any of its outstanding shares of Common Stock or Preferred Stock even though the distribution made to effect that repurchase would cause the difference between the Corporation's total assets and its total liabilities to be less than the amount that would be needed to satisfy the preferential liquidation rights of all outstanding shares of classes or series of a class with liquidation rights that are prior to those of the shares being repurchased if the Corporation were to be liquidated at the time of such repurchase.

E. Liquidation. In liquidating, dissolving or winding up the Corporation, the Board of Directors must first discharge or make adequate provision for discharging all liabilities of the Corporation. The remaining net assets of the Corporation shall be distributed to the holders of the Common Stock according to their respective share holdings, subject to the priority and participating rights of any Preferred Stock that may be outstanding.

F. Preemptive Rights. No holder of any shares of Common Stock or Preferred Stock will be entitled to any preemptive right to purchase or subscribe for any unissued or treasury shares of the Corporation.

G. Preferences, Limitations and Relative Rights of Preferred Stock. The Board of Directors of the Corporation is expressly authorized to designate, from time to time by resolution duly adopted, the preferences, limitations and relative rights of one or more series of Preferred Stock. A Preferred Stock Designation by the Board of Directors may set forth, with respect to the shares of the series of Preferred Stock so designated, the following preferences, limitations and relative rights:

1. Voting. The voting rights of the shares of that series of Preferred Stock, including whether the shares have special, conditional or limited voting rights. Alternatively, the Preferred Stock Designation may include a statement to the effect that the shares of that series of Preferred Stock are "nonvoting" except to the extent voting rights are required by the Oregon Business Corporation Act.

2. Dividends. The dividend rate and preference, if any, of the shares of that series of Preferred Stock. The Preferred Stock Designation will also state (a) whether the dividend rights of shares of that series of Preferred Stock are cumulative, noncumulative or partially cumulative and (b) whether or not the shares of that series of Preferred Stock will participate in any dividends that may be declared with respect to the Common Stock.

3. Liquidations. The amount of the liquidation preference, if any, of the shares of that series of Preferred Stock. The Preferred Stock Designation will also state whether or not and, if so, when the shares of that series of Preferred Stock will participate with the Common Stock in any liquidating distributions.

4. Redemption. Whether the shares of that series of Preferred Stock are redeemable at the option of the Corporation, at the option of the holder of the shares or another person or upon the occurrence of a designated event and whether the redemption price for the shares of that series of Preferred Stock will be a designated amount or determined by a designated formula or by reference to an extrinsic event or extrinsic data, whether the redemption price for the shares of such series of Preferred Stock will be paid in cash, indebtedness or other property. The Preferred Stock Designation will also state (a) the terms and conditions, if any, of any redemption, (b) the procedures for effecting any redemption and (c) whether or not and, if so, where and in what manner a sinking fund must be created by the Corporation for the purpose of funding any redemption.

5. Conversion. Whether the shares of that series of Preferred Stock are convertible at the option of the Corporation, at the option of the holder of the shares or another person or upon the occurrence of a designated event into other securities of the Corporation in a designated amount or in an amount determined by a designated formula or by reference to an extrinsic event or extrinsic data. The Preferred Stock Designation will also state the terms and conditions of the conversion, if any, and the procedures for effecting such a conversion.

6. Other Terms. Such other preferences, limitations and relative rights as the Board of Directors of the Corporation may determine.

Every Preferred Stock Designation must identify that series of Preferred Stock in a manner that will distinguish that series from all other series of Preferred Stock and from the undesignated Preferred Stock. The Preferred Stock Designation must also set forth the number of shares to be included in that series. All shares of that series that are thereafter redeemed, converted, or, if so provided in the Preferred Stock Designation, remain unissued on a designated date or on the occurrence of an event will cease to be of that series and will automatically become undesignated Preferred Stock.

Any Preferred Stock Designation adopted by the Board of Directors of the Corporation pursuant to this Section G of Article III will constitute articles of amendment to these Articles of Incorporation and will become effective, without shareholder action, upon filing as prescribed by the Oregon Business Corporation Act. No shares of Preferred Stock or of a series of Preferred Stock may be issued by the Corporation prior to the filing of articles of amendment determining the preferences, limitations and relative rights of such shares.

ARTICLE IV

REGISTERED AGENT AND OFFICE AND ADDRESS FOR NOTICES

The initial registered agent of the Corporation is FP&S Registry Services, Inc., and the street address of the initial registered office and mailing address of the initial registered agent are 101 SW Main Street, 15th Floor, Portland, Oregon 97204. The address where the Secretary of State may mail notices is FP&S Registry Services, Inc., 101 SW Main Street, 15th Floor, Portland, Oregon 97204.

ARTICLE V

BOARD OF DIRECTORS

Directors will not have the effect of shortening the term of any incumbent Director. No fewer than two and no more than five Directors shall have terms expiring in the same year, and in any event, the number of Directors whose terms expire in any one year shall be less than one half of the total number of Directors. At each annual meeting, the shareholders will elect Directors by a plurality of the votes cast by the shares entitled to vote in the election.

(i) any breach of a Director's duty of loyalty to the Corporation or its shareholders;

(ii) acts or omissions, which are not in good faith or which, involve intentional misconduct or a knowing violation of the law;

(iii) any unlawful distribution under the provisions of the Oregon Bank Act or other applicable state or federal laws; or

(iv) any transaction from which the Director derived an improper personal benefit.

ARTICLE VI

LIMITATIONS ON LIABILITY OF DIRECTORS

No director of the Corporation is personally liable to the Corporation or its shareholders for monetary damages for conduct as a director, except for the following:

(a) Any breach of the director's duty of loyalty to the Corporation or its shareholders;

(b) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(d) Any transaction from which the director derived an improper personal benefit.

This Article does not limit or eliminate the liability of a director for any act or omission occurring before the effective date of this Article.

ARTICLE VII

INDEMNIFICATION

(a) By the Board of Directors by majority vote of a quorum consisting of directors who are not or were not parties to the action, suit or proceeding;

(e) By a court of competent jurisdiction.

F. Condition Precedent to Indemnification Under Sections A, B, D or E. Any person who desires to receive the benefits otherwise conferred by Sections A, B, D or E of this Article shall promptly notify the Corporation that the person has been named a defendant to an action, suit or proceeding of a type referred to in Sections A, B, D, or E and intends to rely upon the right of indemnification described in Sections A, B, D or E of this Article. The notice shall be in writing and mailed, via registered or certified mail, return receipt requested, to the President of the Corporation at the executive offices of the Corporation or, in the event the notice is from the President, to the registered agent of the Corporation. Failure to give the notice required hereby shall entitle the Board of Directors of the Corporation by a majority vote of a quorum (consisting of directors who, insofar as indemnity of officers or directors is concerned, were not parties to such action, suit or proceeding, but who, insofar as indemnity of employees or agents is concerned, may or may not have been parties) or, if referred to them by the Board of Directors of the Corporation by a majority vote of a quorum (consisting of directors who, insofar as indemnity of officers or directors is concerned, were not parties to such action, suit or proceeding, but who, insofar as indemnity of employees or agents is concerned, may or may not have been parties), the stockholders of the Corporation by a majority of the votes entitled to be cast by holders of shares of the Corporation's stock which have unlimited voting rights to make a determination that such a failure was prejudicial to the Corporation in the circumstances and that, therefore, the right to indemnification referred to in Sections A, B or D of this Article shall be denied in its entirety or reduced in amount.

ARTICLE VIII

CONSIDERATION OF OTHER CONSTITUENCIES

ARTICLE IX

INCORPORATOR

The name and address of the incorporator of the Corporation is as follows:

Gordon E. Crim One Main Place, 15th Floor 101 S.W. Main Street Portland, Oregon 97204-3223 (503) 221-0607

/S/ Gordon E. Crim
-----------------------------
Gordon E. Crim, Incorporator

Person to contact about this filing: Gordon E. Crim, daytime phone number
(503) 221-0607.

EXHIBIT 3.2

BYLAWS

UMPQUA HOLDINGS CORPORATION

                              TABLE OF CONTENTS

ARTICLE 1....................................................................2
      Section 1.1  Annual Meeting............................................2

Section 1.2  Special Meetings................................................2
      Section 1.3  Notice....................................................2
      Section 1.4  Waiver of Notice..........................................2
      Section 1.5  Voting....................................................2
      Section 1.6  Quorum; Vote Required.....................................2
      Section 1.7  Action Without Meeting....................................2

ARTICLE 2....................................................................2
      Section 2.2  Vacancies.................................................2
      Section 2.3  Annual Meeting............................................2
      Section 2.4  Regular Meetings..........................................2
      Section 2.5  Special Meetings..........................................2
      Section 2.6  Telephonic Meetings.......................................2
      Section 2.7  Waiver of Notice..........................................2
      Section 2.8  Quorum....................................................2
      Section 2.9  Voting....................................................2
      Section 2.10  Action Without Meeting...................................2
      Section 2.11  Powers of Directors......................................2
      Section 2.12  Committees...............................................2
      Section 2.13  Chairman of the Board....................................2

ARTICLE 3....................................................................2
      Section 3.1  Composition...............................................2
      Section 3.2  Chief Executive Officer...................................2
      Section 3.3  President.................................................2
      Section 3.4  Vice President............................................2
      Section 3.5  Secretary.................................................2
      Section 3.6  Treasurer.................................................2
      Section 3.7  Removal...................................................2

ARTICLE 4....................................................................2
      Section 4.1  Certificates..............................................2
      Section 4.2  Transfer Agent and Registrar..............................2
      Section 4.3  Transfer..................................................2
      Section 4.4  Necessity for Registration................................2
      Section 4.5  Fixing Record Date........................................2
      Section 4.6  Record Date for Adjourned Meeting.........................2
      Section 4.7  Lost Certificates.........................................2

ARTICLE 5....................................................................2

ARTICLE 6....................................................................2

ARTICLE 7....................................................................2

BYLAWS

UMPQUA HOLDINGS CORPORATION

ARTICLE 1.

SHAREHOLDERS' MEETINGS

Section 1.1 Annual Meeting. The annual meeting of the shareholders will be held at 7:00 p.m. on the third Thursday in May of every year at the principal office of the Corporation or at such other time, date or place as may be determined by the Board of Directors. At such meeting the shareholders entitled to vote will elect a Board of Directors and transact such other business as may come before the meeting. Business shall be deemed as properly coming before the annual meeting of shareholders if and only if
(I) such business is set for the in the corporation's notice to shareholders,
(ii) the board of directors of the corporation, after the mailing of the notice to shareholders of the annual meeting, determines that it is appropriate that such business be brought before the annual meeting of shareholders, or (iii) such business is proposed by a person who is entitled to vote at that meeting and who has complied with the notice procedures set forth in this section 1.1, and the Secretary of the corporation determines, in the Secretary's reasonable discretion, that such business is of a nature as is appropriate for consideration by the shareholders of the corporation under the Oregon Business Corporation Act or under the rules of the Securities Exchange Commission as promulgated from time to time pursuant to the Securities Exchange Act of 1934, as amended.

Unless otherwise permitted by the Board of Directors, business, including nominations of directors, may be properly brought before an annual meeting by a shareholder only upon the shareholder's timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the fourteenth (14th) day following the day on which notice or disclosure of the date of the annual meeting is given or made to shareholders. A shareholder's notice shall set forth (i) a brief description of each matter desired to be brought before the annual meeting and the reason for conducting such business at the meeting, (ii) the name and address of the shareholder proposing such business, (iii) the class and number of shares of stock of the corporation which are beneficially owned by the proposing shareholder, (iv) any material interest of the shareholder in the business, and (v) as for each person whom the shareholder proposes to nominate for election or reelection as a director
(1) the name, age, business address, and residence address of such person,
(2) the principal occupation or employment of such person, (3) the class and number or shares stock of the corporation which are beneficially owned by such person, (4) the proposed nominee's written consent, and (5) any other information relating to such person that is required to be disclosed or is otherwise required by any applicable law.

Section 1.2 Special Meetings. Special meetings of shareholders will be held at any time on call of the President or the Board of Directors, or on demand in writing by shareholders of record holding shares with at least 10 percent of the votes entitled to be cast on any matter proposed to be considered at the special meeting.

Section 1.3 Notice. Written notice stating the place, date and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, will be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary, to each shareholder of record entitled to vote at such meeting. If mailed, the notice will be deemed to be delivered when deposited in the United States mail addressed to the shareholder at the shareholder's address as it appears on the current shareholder records of the Corporation, with postage prepaid.

Section 1.4 Waiver of Notice. A shareholder may, at any time, waive any notice required by these Bylaws, the Articles of Incorporation or the Oregon Business Corporation Act. Except as otherwise provided by this
Section 1.4, the waiver must be in writing, must be signed by the shareholder and must be delivered to the Corporation for inclusion in the minutes and filing in the corporate records. A shareholder's attendance at a meeting waives any objection to (a) lack of notice or defective notice, unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting and (b) consideration of any matter at the meeting that is not within the purpose or purposes described in the notice of a special meeting, unless the shareholder objects to considering the matter when it is first presented.

Section 1.5 Voting. Except as otherwise provided in the Articles of Incorporation, each shareholder will be entitled to one vote, in person or by proxy, on each matter voted on at a shareholder's meeting for each share of stock outstanding in such shareholder's name on the records of the Corporation which is entitled to vote on such matter. Unless held as trustee or in another fiduciary capacity, shares may not be voted if held by another corporation in which the Corporation holds a majority of the shares entitled to vote for directors of such other corporation.

Section 1.6 Quorum; Vote Required. A majority of the shares entitled to vote on a matter, represented in person or by proxies, will constitute a quorum with respect to that matter at any meeting of the shareholders. If a quorum is present, action on a matter, other than the election of directors, is approved if the votes cast in favor of the action exceed the votes cast in opposition, unless the vote of a greater number is required by the Oregon Business Corporation Act or the Articles of Incorporation. Election of directors is governed by Section 2.1 of these Bylaws. Unless otherwise provided in the Articles of Incorporation, a majority of votes represented at a meeting of shareholders, whether or not a quorum, may adjourn the meeting to a different time, date, or place. No further notice of the adjourned meeting is required if the new time, date, and place is announced at the meeting prior to adjournment and the date is set 120 days or less from the date of the original meeting.

Section 1.7 Action Without Meeting. Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if a written consent, or consents, describing the action taken is signed by all of the shareholders entitled to vote on the action and is delivered to the Corporation for inclusion in the minutes and filing with the corporate records. The action is effective when the last shareholder signs the consent, unless the consent specifies an earlier or later effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Unless a record date for determining the shareholders entitled to take action without a meeting is otherwise established, the record date for that purpose is the date the first shareholder signs the consent. If the Oregon Business Corporation Act

requires that notice of a proposed action be given to non-voting shareholders and that the action is to be taken by unanimous consent of the shareholders, at least 10 days written notice of the proposed action will be given to non-voting shareholders before the action is taken.

ARTICLE 2.

BOARD OF DIRECTORS

Section 2.1 Number and Election of Directors. The Board of Directors will consist of not less than six (6) members and not more than nineteen (19) members. The number of directors will be established within this range from time to time by the Board of Directors. A decrease in the number of directors will not have the effect of shortening the term of any incumbent director. At each annual meeting, the shareholders will elect directors by a plurality of the votes cast by the shares entitled to vote in the election. Each director will be elected to hold office until the next annual meeting of shareholders and until the election and qualification of a successor, subject to prior death, resignation or removal.

Section 2.2 Vacancies. Unless otherwise provided in the Articles of Incorporation, any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by the Board of Directors or if the remaining directors do not constitute a quorum, by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy will serve for the unexpired term of the director's predecessor in office, subject to prior death, resignation or removal.

Section 2.3 Annual Meeting. An annual meeting of the Board of Directors will be held without notice immediately after the adjournment of the annual meeting of the shareholders or at another time designated by the Board of Directors upon notice in the same manner as provided in Section
2.5. The annual meeting will be held at the principal office of the Corporation or at such other place as the Board of Directors may designate.

Section 2.4 Regular Meetings. The Board of Directors may provide by resolution for regular meetings. Unless otherwise required by such resolution, regular meetings may be held without notice of the date, time, place or purpose of the meeting.

Section 2.5 Special Meetings. Special meetings of the Board of Directors may be called by the President, the Chief Executive Officer or any member of the Board of Directors. Notice of each special meeting will be given to each director, either by oral or in written notification actually received not less than 24 hours prior to the meeting or by written notice mailed by deposit in the United States mail, first class postage prepaid, addressed to the director at the director's address appearing on the records of the Corporation not less than 72 hours prior to the meeting. Special meetings of the directors may also be held at any time when all members of the Board of Directors are present and consent to a special meeting. Special meetings of the directors will be held at the principal office of the Corporation or at any other place designated by a majority of the Board of Directors.

Section 2.6 Telephonic Meetings. The Board of Directors may permit directors to participate in a meeting by any means of communication by which all of the persons participating in the meeting can hear each other at the same time. Participation in such a meeting will constitute presence in person at the meeting.

Section 2.7 Waiver of Notice. A director may, at any time, waive any notice required by these Bylaws, the Articles of Incorporation or the Oregon Business Corporation Act. Except as otherwise provided in this Section 2.7, the waiver must be in writing, must be signed by the director, must specify the meeting for which notice is waived, and must be delivered to the Corporation for inclusion in the minutes and filing in the corporate records. A director's attendance at a meeting waives any required notice, unless the director at the beginning of the meeting or promptly upon the director's arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

Section 2.8 Quorum. A majority of the number of directors that has been established by the Board of Directors pursuant to Section 2.1 of these Bylaws will constitute a quorum for the transaction of business.

Section 2.9 Voting. The act of the majority of the directors present at a meeting at which a quorum is present will for all purposes constitute the act of the Board of Directors, unless otherwise provided by the Articles of Incorporation or these Bylaws.

Section 2.10 Action Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if a written consent, or consents, describing the action taken is signed by each director and included in the minutes and filed with the corporate records. The action is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date. A consent signed under this section has the effect of an act of the Board of Directors at a meeting and may be described as such in any document.

Section 2.11 Powers of Directors. The Board of Directors will have the sole responsibility for the management of the business of the Corporation. In the management and control of the property, business and affairs of the Corporation, the Board of Directors is vested with all of the powers possessed by the Corporation itself, so far as this delegation of power is not inconsistent with the Oregon Business Corporation Act, the Articles of Incorporation, or these Bylaws. The Board of Directors will have the power to determine what amount constitutes net earnings of the Corporation, what amount will be reserved for working capital and for any other purpose, and what amount, if any, will be declared as dividends. Such determinations by the Board of Directors will be final and conclusive except as otherwise expressly provided by the Oregon Business Corporation Act or the Articles of Incorporation. The Board of Directors may designate one or more officers of the Corporation who will have the power to sign all deeds, leases, contracts, mortgages, deeds of trust and other instruments and documents executed by and binding upon the Corporation. In the absence of a designation of any other officer or officers, the Chief Executive Officer is so designated.

Section 2.12 Committees. Unless the Articles of Incorporation provide otherwise, a majority of the Board of Directors may designate from among its members an Executive Committee and any number of other committees. The Board of Directors shall designate from among its members an Audit Committee consisting of at least two directors, with the majority of members being directors who are not employees or executive officers of the corporation. Each committee must consist of two or more directors and will have such powers and will perform such duties as may be delegated and assigned to the

committee by the Board of Directors. No committee will have the authority of the Board of Directors with respect to (a) approving dividends or other distributions to shareholders, except as permitted by (h), below, (b) amending the Articles of Incorporation, except as permitted by (j), below (c) adopting a plan of merger, (d) recommending to the shareholders the sale, lease, exchange, or other disposition of all or substantially all the property and assets of the Corporation other than in the usual and regular course of its business, (e) recommending to the shareholders a voluntary dissolution of the Corporation or a revocation thereof, (f) approving or proposing to shareholders other actions required to be approved by the shareholders, (g) approving a plan of merger which does not require shareholder approval, (h) authorizing or approving any reacquisition of shares of the Corporation, except pursuant to a formula or method prescribed by the Board of Directors, (i) authorizing or approving the issuance, sale or contract for sale of shares of the Corporation's stock except either pursuant to a stock option or other stock compensation plan or where the Board of Directors has determined the maximum number of shares and has expressly delegated this authority to the committee, (j) determining the designation and relative rights, preferences and limitations of a class or series of shares, unless the Board of Directors has determined a maximum number of shares and expressly delegated this authority to the committee, (k) adopting, amending or repealing Bylaws for the Corporation, or (l) filling vacancies on the Board of Directors or on any of its committees or (m) taking any other action which the Oregon Business Corporation Act prohibits a committee of a board of directors to take. The provisions of Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, and 2.10 of the Bylaws will also apply to all committees of the Board of Directors. Each committee will keep written records of its activities and proceedings. All actions by committees will be reported to the Board of Directors at the next meeting following the action and the Board of Directors may ratify, revise or alter such action, provided that no rights or acts of third parties will be affected by any such revision or alteration.

Section 2.13 Chairman of the Board. The Board of Directors may elect one of its members to be Chairman of the Board of Directors. The Chairman will advise and consult with the Board of Directors and the officers of the Corporation as to the determination of policies of the Corporation, will preside at all meetings of the Board of Directors and of the shareholders, and will perform such other functions and responsibilities as the Board of Directors may designate from time to time.

ARTICLE 3.

OFFICERS

Section 3.1 Composition. The officers of this Corporation will consist of at least a President and a Secretary and may also include a separate Chief Executive Officer, one or more Vice Presidents and a Treasurer, each of whom will be elected by the Board of Directors at the annual meeting of the Board of Directors or at any regular meeting of the Board of Directors or at any special meeting called for that purpose. Other officers and assistant officers and agents may be elected or appointed by or in the manner directed by the Board of Directors as the Board of Directors may deem necessary or appropriate. Any vacancies occurring in any office of this Corporation may be filled by election or appointment by the Board of Directors at any regular meeting or any special meeting called for that purpose. Each officer will hold his or her office until the next annual meeting of the Board of Directors and until the election and qualification of a successor in such office, subject to prior death, resignation or removal.

Section 3.2 Chief Executive Officer. The Board of Directors may designate one of the officers of the Corporation or the Chairman of the Board of Directors to serve as the Chief Executive Officer of the Corporation. The Chief Executive Officer will be responsible for implementing the policies and goals of the Corporation as stated by the Board of Directors and will have general supervisory responsibility and authority over the property, business and affairs of the Corporation. Unless otherwise provided by the Board of Directors, the Chief Executive Officer will have the authority to hire and fire employees and agents of the Corporation and to take such other actions as the Chief Executive Officer deems to be necessary or appropriate to implement the policies, goals and directions of the Board of Directors.

Section 3.3 President. In the absence of a specific designation by the Board of Directors of a separate Chief Executive Officer, the President will have all the responsibilities and authority of the Chief Executive Officer as set forth in Section 3.2 and may be referred to as the Corporation's Chief Executive Officer. The President may sign any documents and instruments of the Corporation which require the signature of the President under the Oregon Business Corporation Act, the Articles of Incorporation or these Bylaws. The President will also have such responsibilities and authority as may be delegated to the President by the Chief Executive Officer or prescribed by the Board of Directors. At the request of the Chairman of the Board of Directors or in the Chairman's absence, the President will preside at meetings of the Board of Directors and at meetings of the shareholders. Upon the death, resignation or removal of the President, the Board of Directors may appoint a Vice President or another person to serve as an "acting" or "interim" President to serve as such until the position is filled by action of the Board of Directors. Unless otherwise provided by the Board of Directors, an "acting" or "interim" President will have all responsibilities and authority of the President.

Section 3.4 Vice President. A Vice President will have such responsibilities and authority as may be prescribed by the Board of Directors or as may be delegated by the Chief Executive Officer or the President to such Vice President. If at any time there is more than one Vice President, the Board of Directors may designate the order of seniority or the areas of responsibility of such Vice Presidents. A Vice President (or if more than one, the Vice Presidents in order of seniority by designation or order of appointment) will have all of the powers and perform all of the duties of the President during the absence or disability of the President.

Section 3.5 Secretary. The Secretary will keep the minutes and records of all the meetings of the shareholders and directors and of all other official business of the Corporation. The Secretary will give notice of meetings to the shareholders and directors and will perform such other duties as may be prescribed by the Board of Directors.

Section 3.6 Treasurer or Chief Financial Officer. The Treasurer, or if so designated, the Chief Financial Officer, will receive all moneys and funds of the Corporation and deposit such moneys and funds in the name of and for the account of the Corporation with one or more banks designated by the Board of Directors or in such other short-term investment vehicles as may from time to time be designated or approved by the Board of Directors. The Treasurer will keep accurate books of account and will make reports of financial transactions of the Corporation to the Board of Directors, and will perform such other duties as may be prescribed by the Board of Directors. If the Board of Directors elects a Vice President, Finance or a Chief Financial Officer, the duties of the office of Treasurer may rest in that officer.

Section 3.7 Removal. The directors, at any regular meeting or any special meeting called for that purpose, may remove any officer from office with or without cause; provided, however, that no removal will impair the contract rights, if any, of the officer removed or of this Corporation or of any other person or entity.

ARTICLE 4.

STOCK AND OTHER SECURITIES

Section 4.1 Certificates. All stock and other securities of this Corporation will be represented by certificates which will be signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation, and which may be sealed with the seal of the Corporation or a facsimile thereof.

Section 4.2 Transfer Agent and Registrar. The Board of Directors may from time to time appoint one or more Transfer Agents and one or more Registrars for the stock and other securities of the Corporation. The signatures of the President or a Vice President and the Secretary or an Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed by a Transfer Agent, or registered by a Registrar.

Section 4.3 Transfer. Title to a certificate and to the interest in this Corporation represented by that certificate can be transferred only (a) by delivery of the certificate endorsed by the person designated by the certificate to be the owner of the interest represented thereby either in blank or to a specified person or (b) by delivery of the certificate and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign or transfer the same, signed by the person designated by the certificate to be the owner of the interest represented thereby either in blank or to a specified person.

Section 4.4 Necessity for Registration. Prior to presentment for registration upon the transfer books of the Corporation of a transfer of stock or other securities of this Corporation, the Corporation or its agent for purposes of registering transfers of its securities may treat the registered owner of the security as the person exclusively entitled to vote the securities; to receive any notices to shareholders; to receive payment of any interest on a security, or of any ordinary, extraordinary, partial liquidating, final liquidating, or other dividend, or of any other distribution, whether paid in cash or in securities or in any other form; and otherwise to exercise or enjoy any or all of the rights and powers of an owner.

Section 4.5 Fixing Record Date. The Board of Directors may fix in advance a date as record date for the purpose of determining the registered owners of stock or other securities (a) entitled to notice of or to vote at any meeting of the shareholders or any adjournment thereof; (b) entitled to receive payment of any interest on a security, or of any ordinary, extraordinary, partial liquidating, final liquidating, or other dividend, or of any other distribution, whether paid in cash or in securities or in any other form; or (c) entitled to otherwise exercise or enjoy any or all of the rights and powers of an owner, or in order to make a determination of registered owners for any other proper purpose. The record date will be not more than 70 days and, in the case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action which requires such determination of registered owners is to be taken.

Section 4.6 Record Date for Adjourned Meeting. A determination of shareholders entitled to notice of or to vote at a meeting of the shareholders is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date. A new record date must be fixed if a meeting of the shareholders' is adjourned to a date more than 120 days after the date fixed for the original meeting.

Section 4.7 Lost Certificates. In case of the loss or destruction of a certificate of stock or other security of this Corporation, a duplicate certificate may be issued in its place upon such conditions as the Board of Directors may prescribe.

ARTICLE 5.

CORPORATE SEAL

If the Corporation has a corporate seal, its size and style is shown by the impression below:

ARTICLE 6.

AMENDMENTS

Unless otherwise provided in the Articles of Incorporation, the Bylaws of the Corporation may be amended or repealed by the directors, subject to amendment or repeal by action of the shareholders, at any regular meeting or at any special meeting called for that purpose, provided notice of the proposed change is given in the notice of the meeting or notice thereof is waived in writing.

ARTICLE 7.

SEVERABILITY

If any provision of these Bylaws is found, in any action, suit or proceeding, to be invalid or ineffective, the validity and the effect of the remaining provisions will not be affected.

Adopted by action of the Incorporator of Umpqua Holdings Corporation as of November 9, 1998.

/s/ Julie M. Ryan
_____________________________________
Julie M. Ryan, Secretary

EXHIBIT 4
SPECIMEN COMMON STOCK CERTIFICATE

Common Stock                                                   Common Stock
Number                                                               Shares
UHC _______                                                        ________
INCORPORATED UNDER THE LAWS                         SEE REVERSE FOR CERTAIN
OF THE STATE OF OREGON                         RESTRICTIONS AND DEFINITIONS
                                                          CUSIP 904214 10 3

UMPQUA HOLDINGS CORPORATION

THIS CERTIFIES THAT _____________________________

is the record holder of ________________________________
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE, OF

UMPQUA HOLDINGS CORPORATION

transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

/s/ Julie M. Ryan             [SEAL]             /s/ Raymond P. Davis
  SECRETARY                                              PRESIDENT

                                        COUNTERSIGNED AND REGISTERED:
                             CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
                                         TRANSFER AGENT AND REGISTRAR

BY ______________________________

AUTHORIZED SIGNATURE

This Corporation will furnish to any shareholder upon request and without charge a full statement of the designations, preferences, limitations and relative rights of the shares of each class of shares authorized to be issued and the variations in the relative rights and preferences between the shares of each series of a class of shares so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of the subsequent series.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as thought they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common (Oregon custodians use the following) TEN ENT - as tenants by the entireties (Name) CUST UL OREG (Name) MIN--________

JT TEN - as joint tenants with rights                    as Custodian under
           of survivorship              the laws of Oregon, for _______________
           and not as                                               a minor
           tenants in commons

(NAME) CUST (NAME) UNIF GIFT MIN ACT -- _______________ Custodian __________
(Cust) (Minor) Under __________ Uniform Gifts to Minors Act
(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, ____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Shares Of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated ______________
X ____________________

X ____________________

NOTICE: The signature(s) to this assignment must correspond with the name(s) as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. Signature(s) Guaranteed

By ________________
The signature(s) must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program, pursuant to S.E.C. Rule 17Ad-15.

EXHIBIT 5
OPINION OF COUNSEL

[Letterhead of FOSTER PEPPER & SHEFELMAN LLP] April 28, 1999

Board of Directors
Umpqua Holdings Corporation
445 S.E. Main Street
Roseburg, Oregon 97470

Re: Form S-8 Registration of Umpqua Holdings Corporation Stock Option Plan

Ladies and Gentlemen:

This firm is special counsel to Umpqua Holdings Corporation, an Oregon corporation, (the "Company") and, in that capacity we have assisted in the preparation of certain documents relating to the potential issuance of 1,121,400 shares of the Company's common stock ("Shares") in accordance with the Company's Stock Option Plan (the "Plan").

The Plan is the successor to the South Umpqua Bank 1995 Stock Option Plan (the "Bank Stock Option Plan"). The Company adopted the Plan pursuant to the terms of the Plan of Exchange dated November 9, 1998. Effective March 12, 1999, the Bank Stock Option Plan became the Plan and each outstanding option, warrant or other right to acquire common stock of the Bank was converted into an option, warrant or other right to acquire common stock of the Company in the same amount and under the same terms and conditions to which such options, warrants or other rights were subject with respect to the common stock of the Bank immediately prior to March 12, 1999.

In the course of our representation as described above, we have examined the Plan, including the Company's Registration Statement on Form S-8 (the "Registration Statement") as prepared for filing with the Securities and Exchange Commission and related documents and correspondence. We have received from officers of the Bank and the Company having custody thereof, and have reviewed, the Articles of Incorporation and Bylaws of both the Bank and the Company, as amended to date, and excerpts from minutes of certain meetings of the Boards of Directors and of the shareholders of both the Bank and the Company. We have received from the officers of the Bank and the Company certificates containing representations concerning certain factual matters relevant to this opinion. We have received certificates from, and have had conversations with, public officials in those jurisdictions in which we have deemed it appropriate.

We have relied as to matters of fact upon the above certificates, documents and investigation. We have assumed without investigation the genuineness of all signatures, the authenticity and completeness of all of the documents submitted to us as originals and the conformity to authentic and complete original documents submitted to us as certified or photostatic copies.

Based upon and subject to all of the foregoing, we are of the opinion that:

The Shares have been validly authorized, and when (i) the Registration Statement has become effective and such state securities laws as may be applicable have been complied with, and (ii) the Shares have been delivered against payment therefor as contemplated by the Registration Statement and the Plan, the Shares will be validly issued, fully paid and non-assessable.

Regardless of the states in which members of this firm are licensed to practice, this opinion is limited to the present laws of the State of Oregon and the United States of America and to the facts bearing on this opinion as they exist on the date of this letter. We disclaim any obligation to review or supplement this opinion or to advise you of any changes in the circumstances, laws or events that may occur after this date or otherwise update this opinion.

This opinion is provided to you as a legal opinion only, and not as a guaranty or warranty of the matters discussed herein. Our opinion is limited to the matters expressly stated herein, and no other opinions may be implied or expressed.

This opinion is solely for your information and is not to be quoted in whole or in part or otherwise referred to, nor is it to be filed with any governmental agency or other person, without our prior written consent. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.

Very truly yours,

FOSTER PEPPER & SHEFELMAN LLP

Portland, Oregon

EXHIBIT 23.1
CONSENT

[KPMG Peat Marwick LLP Letterhead]

Independent Auditor's Consent

The Board of Directors
Umpqua Holdings Corporation
Roseburg, Oregon:

We consent to the use of our report incorporated herein by reference.

                                    /s/  KPMG Peat Marwick LLP


Portland, Oregon
April 23, 1999

EXHIBIT 99

UMPQUA HOLDINGS CORPORATION STOCK OPTION PLAN

1. Establishment, Purpose and Definitions.

(a) The Umpqua Holdings Corporation Stock Option Plan (the "Plan") is adopted effective March 12, 1999, as the successor plan to the South Umpqua State Bank 1995 Stock Option Plan.

(b) The purpose of the Plan is to give key employees of Umpqua Holdings Corporation (the "Company") and its affiliates an opportunity to purchase shares of common stock of the Company (the "Stock") pursuant to options. The stock options will be nonqualified stock options and will not qualify as incentive stock options under Section 422 of the Internal Revenue Code if 1986. The Plan is adopted in the belief that providing key employees with a stake in the Company's successful operation will act as an incentive to them to expand and improve the profit position of the Company and will materially aid the Company in obtaining and retaining key employees of outstanding ability.

(c) The term "affiliates" means parent or subsidiary corporations, including parents or subsidiaries which become such after adoption of the Plan.

(d) The term "key employees" means employees of the Company or its affiliates who, in the judgment of the disinterested members of the Board of Directors, render those types of services which tend to contribute materially to the success of the Company or an affiliate or which may reasonably be anticipated to contribute materially to the future success of the Company or an affiliate.

2. Shares Subject to the Plan.

(a) Options may be granted under the Plan to purchase an aggregate of not more than 1,150,000 shares of Stock. However, at no time shall the total number of shares which can be purchased under this Plan including shares acquired pursuant to exercised options exceed ten percent of the then total of the issued and outstanding shares of stock of the Company excluding any shares of stock acquired pursuant to this Plan. Shares subject to the unexercised portion of an expired option which is surrendered or for any other reason ceases to be exercisable may again be made subject to option under the Plan.

(b) If there is any change in the Stock through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, stock split, or other similar types of change in the corporate structure of the Company, appropriate adjustments shall be made by the Board of Directors in the aggregate number of shares subject to the Plan and the number of shares and the price per share subject to outstanding options, to preserve, but not to increase, the benefits of the optionees.

3. Eligibility.

The disinterested members of the Board of Directors who are not employees of the Company shall designate those key employees who shall be eligible to have granted to them the options provided for by the Plan and may, in their discretion, condition the grant of such options on continued employment, attainment of performance standards or such other terms as they deem appropriate.

4. Administration of the Plan.

The Plan shall be administered by the disinterested members of the Board of Directors who are not employees of the Company (hereinafter referred to as the "Board"). The Board shall have full power to grant options, construe and interpret the Plan, prescribe, amend and rescind rules and regulations relating to the Plan and make all other determinations necessary or advisable for administration of the Plan. All decisions, determinations and interpretations of the Board shall be binding on all optionees.

5. Terms and Conditions of Options.

(a) Each option granted pursuant to the Plan shall be evidenced by a written agreement (the "Option Agreement") executed by the Company and the optionee, which shall contain terms and conditions consistent with the terms of the Plan as determined by the Board.

(b) An option shall be exercisable, during the lifetime of the optionee, only by the optionee and only during the option period set forth in the Option Agreement. Such option period shall not extend for more than 11 years from the date such option is granted.

(c) The exercise price of an option shall be not less than the fair market value of the Stock covered by such option on the date such option is granted.

(d) Options are not transferrable otherwise than by will or the laws of descent and distribution, as set forth in the Option Agreement.

(e) No option may be exercised until all stock options previously granted to the optionee by the Company or its affiliates have either lapsed or been exercised in full.

(f) Unless the Board provides otherwise in writing at the time of the grant of an option, the exercise of an option shall be conditioned upon an optionee reimbursing the Company for all income taxes or other taxes the Company is required to withhold or pay with respect to such exercise.

6. Use of Proceeds.

Proceeds realized from the sale of Stock upon exercise of options granted under the Plan shall constitute general funds of the Company.

7. Suspension, Termination or Amendment of the Plan.

The Board may suspend, terminate or amend the Plan. The Board shall not amend the Plan to increase the maximum number of shares available for the Plan (except as provided in Subsection 2(b)) without prior shareholder approval.

The Plan shall terminate automatically on January 25, 2005, unless terminated prior to such date. No option may be granted during any suspension or after the termination of the Plan, and no such amendment, suspension or termination of the Plan shall, without the optionee's consent, alter or impair any rights or obligations under any option previously granted under the Plan.