0001193125-12-211721 Sample Contracts

LONG TERM INCENTIVE RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • May 4th, 2012 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon

This Long Term Incentive Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the Grant Date indicated below pursuant to the terms of the 2007 Long Term Incentive Plan (the “Plan”) of Umpqua Holding Corporation (the “Company”) by and between the Company and the person named below as the Participant.

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UMPQUA HOLDINGS CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 4th, 2012 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon

This Restricted Stock Agreement is made and entered into pursuant to the terms of the 2003 Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Umpqua Holdings Corporation, an Oregon corporation (the “Company”). Unless otherwise defined herein, capitalized terms defined in this Restricted Stock Agreement shall have the meanings as defined in the Plan.

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