Supplemental Executive Retirement Plan

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[RESTATED AS OF JANUARY 1, 2006]                                    EXHIBIT 10.1
                           UMPQUA HOLDINGS CORPORATION

                     Supplemental Executive Retirement Plan
                                       for
                                Raymond P. Davis


         THIS AGREEMENT is made and entered into effective as of July 1, 2003 by
and between Umpqua Holdings Corporation ("Umpqua"), and Raymond P. Davis
(hereinafter referred to as "Participant").

                                 R E C I T A L S

         A. Participant is serving as the President and Chief Executive Officer
of Umpqua. The parties' desire that Participant will continue to render valuable
service to Umpqua in the future. This plan is intended to provide a financial
inducement to Participant for continued service, as well as a form of
compensation for doing so.

         B. Umpqua and Participant entered into an Employment Agreement dated
effective as of July 1, 2003 ("Employment Agreement").

         C. Pursuant to the Employment Agreement, Umpqua is obligated to provide
Participant with a supplemental executive retirement benefit on the terms and
conditions set forth in this Agreement.

         ACCORDINGLY, the parties agree as follows:

                                    ARTICLE 1
                                 ADMINISTRATION

         SECTION 1.1 PURPOSE OF THE PLAN. The purpose of the Plan is to provide
retirement benefits for Raymond P. Davis.

         SECTION 1.2 ADMINISTRATION OF THE PLAN. The Compensation Committee
shall appoint from time-to-time a person or persons to administer and interpret
the terms of the Plan and adopt rules and regulations to implement the Plan
("Administrator").

         SECTION 1.3 TOP HAT PLAN AND EXCESS BENEFITS. The Plan is an unfunded
plan maintained primarily to provide deferred compensation benefits for a select
group of management or highly compensated participants (within the meaning of
sections 201(2), 301(a)(3), and 401(a)(1) of ERISA), and is intended to be
exempt from Parts 2, 3, and 4 of ERISA. The Plan also separately accounts for
benefits that are provided in excess of the limitations on contributions and
benefits imposed by section 415 of the Internal Revenue Code of 1986, as
described in section 3(36) of ERISA, and such separate part of the Plan is
intended to be an "excess benefit plan" exempt from ERISA pursuant to section
4(b)(5).

                                    ARTICLE 2
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         SECTION 2.1 DEFINITIONS. For purposes of the Supplemental Executive
Retirement Plan and this Article 2, the following definitions shall apply:

         "ACCOUNT" means the separate bookkeeping account established for
Participant on the books of Umpqua for the purpose of recording the amounts of
supplemental retirement benefits accrued for Participant


                                      

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pursuant to the provisions of this Plan as if the Plan were accounted for in
accordance with Statement of Financial Accounting Standards No. 87.

         "ANNUAL RETIREMENT BENEFIT" means an amount (subject to the provisions
of Section 2.9 of this Plan) to be paid annually until Participant's death. The
Annual Retirement Benefit equals three percent (3%) of Participant's Final
Average Compensation multiplied by the Participant's total years of service, net
of certain other retirement benefits provided by Umpqua (or its affiliates) and
Social Security ("Offsetting Benefits"). The Annual Retirement Benefit shall be
capped at sixty percent (60%) (i.e., twenty years of service). The Annual
Retirement Benefit shall be paid in monthly installments or on such other basis
permitted herein.

                           "CAUSE" has the same meaning as first ascribed to it
in the Employment Agreement.

                           "CHANGE IN CONTROL" has the same meaning as first
ascribed to it in the Employment Agreement.

                           "COMPENSATION" means Participant's base salary and
cash bonus paid or payable by Umpqua to Participant under the Employment
Agreement.

                           "COMPENSATION COMMITTEE" means the Compensation
Committee of the Board of Directors of Umpqua or its equivalent appointed by the
Board.

                           "DISABILITY" has the same meaning as first ascribed
to it in the Employment Agreement.

                           "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time.

                           "FINAL AVERAGE COMPENSATION" means the highest three
(3) year average annual total Compensation out of the
final five (5) years of employment.

                           "GOOD REASON" has the same meaning as first ascribed
to it in the Employment Agreement.

                           "NORMAL COMMENCEMENT DATE" means the later of (i) the
first day of the month which is six months after the Termination Date or (ii)
the first day of the month following Retirement Age.

                           "OFFSETTING BENEFITS" means Social Security
retirement benefits plus any Retirement Plan or pension benefits funded by
Umpqua or its affiliates for the benefit of Participant, including interest or
earnings thereon, but specifically excluding amounts contributed by Participant
into a 401(k) or similar plan together with interest or earnings thereon and any
gain or other value derived under any stock options or other stock based
compensation plans.

                           "PLAN" means the Supplemental Executive Retirement
Plan set forth in this Agreement, as it may be amended from time to time.

                           "RETIREMENT AGE" means the Participant's sixty-second
birthday, June 3, 2011.

                           "RETIREMENT PLAN" means any defined benefit or
defined contribution plan qualified under Section 401(a) of
the Internal Revenue Code of 1986, sponsored by Umpqua.

                           "TERMINATION DATE" means the date on which
Participant ceases to be an employee of Umpqua for any reason, including death,
retirement, disability and voluntary or involuntary termination.


                                     

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                           "UNFORESEEABLE EMERGENCY" means a severe financial
hardship resulting from an illness or accident of Participant, Participant's
spouse or a dependent (as defined in Section 152(a) of the Internal Revenue
Code), loss of Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of Participant.

                           "VESTING SCHEDULE" means that portion of the Account
that Participant is vested in as of the date of termination. The vesting years
and corresponding vesting percentages of the Account are as follows:


                                       

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<TABLE>
<CAPTION>
                                                                        
     Prior to             Voluntary Termination or          Termination by Umpqua Without Cause
     Year End              Termination with Cause            or by Participant for Good Reason 
-------------------    -------------------------------     --------------------------------------
<S>                    <C>                                 <C>
    6/30/2004                        20%                                    30%
    6/30/2005                        25%                                    40%
    6/30/2006                        30%                                    50%
    6/30/2007                        35%                                    60%
    6/30/2008                        40%                                    80%
    6/30/2009                        60%                                   100%
    6/30/2010