0000896595-07-000357 Sample Contracts

SERIES A GUARANTEE AGREEMENT UMPQUA HOLDINGS CORPORATION Dated as of August 9, 2007
Guarantee Agreement • August 10th, 2007 • Umpqua Holdings Corp • Savings institution, federally chartered • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of August 9, 2007, is executed and delivered by Umpqua Holdings Corporation, a bank holding company (the “Guarantor”), and LaSalle Bank National Association, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Series of Capital Securities (as defined herein) of Umpqua Master Trust I, a Delaware statutory trust (the “Issuer”).

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