LONG TERM INCENTIVE RESTRICTED STOCK UNIT AGREEMENT

Exhibit 99.1

      LONG TERM INCENTIVE
RESTRICTED STOCK UNIT AGREEMENT

     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.

     The Company hereby awards to the Participant and the Participant accepts the right to receive shares of the Company’s Common Stock (“Stock”) on the Settlement Date, or such earlier date as provided herein, to the extent Units are vested in accordance with the terms hereof. This Award (“Award”) is being made as part of the Participant’s compensation package without the payment of any consideration other than the Participant’s services as an employee.

     The terms and conditions of this Award are set forth on the following pages of this Agreement subject to the terms and conditions of the Plan.

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Long Term Incentive Restricted Stock Unit Agreement

Long Term Incentive Restricted Stock Unit Award
Terms and Conditions

1.   Definitions

      Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings set forth in the Plan.

      1.1.       “ Agreement ” has the meaning given on page 1 hereof.

      1.2.       “ Award ” means this Long Term Incentive Restricted Stock Unit Award.

      1.3.       “ Base Year ” means the fiscal year ending on December 31, 2008.

      1.4.       “ Cause ” means the definition of “Cause” given in any employment agreement the Participant has with the Company or a Subsidiary, or if no such definition exists, the occurrence of any one or more of the following:

                 (a) Dishonest or fraudulent conduct by Participant with respect to the performance of Participant’s duties with the Company;

                 (b) Conduct by Participant that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation of the Company or any of its Subsidiaries, including but not limited to conviction or a plea of nolo contendere of Participant of a felony or crime involving moral turpitude;

                 (c) Participant’s willful misconduct or gross negligence in performance of Participant’s duties, including but not limited to Participant’s refusal to comply in any material respect with the legal directives of the Board, if such misconduct or negligence has not been remedied or is not being remedied to the Board’s reasonable satisfaction within thirty (30) days after written notice, including a detailed description of the misconduct or negligence, has been delivered by the Board to Participant;

                 (d) An order or directive from a state or federal banking regulatory agency requesting or requiring removal of Participant or a finding by any such agency that Participant’s performance threatens the safety or soundness of the Company or any Subsidiary; or

                 (e) Material breach of Participant’s fiduciary duties to the Company if such breach has not been remedied or is not being remedied to the Board’s reasonable satisfaction within thirty (30) days after written notice, including a detailed description of the breach, has been delivered by the Board to the Participant.

      1.5.       “ Code ” has the meaning given in the Plan.

      1.6.       “ Company ” means Umpqua Holdings Corporation.

      1.7.       “ Disability ” means (i) Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in

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Long Term Incentive Restricted Stock Unit Agreement

death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Umpqua employees. The Committee’s determination of the existence of an individual’s disability will be effective when communicated in writing to the Participant and will be conclusive on all of the parties.

      1.8.       “ Earnings Per Share ” means the fully diluted earnings per share based upon Operating Earnings.

      1.9.       “ EPS Growth ” means the growth rate in Earnings Per Share over the Measurement Period calculated by company Earnings Per Share for the year ended December 31, 2011 to Earnings Per Share for the year ended December 31, 2008.

      1.10.      “ Grant Date ” means the date of the grant of the Award, as specified on page 1 hereof.

      1.11.      “ Good Reason ” means the definition of “Good Reason” given in any employment agreement the Participant has with the Company, or if no definition is so given, there shall be no circumstances giving rise to Good Reason under this Agreement.

      1.12.      “ Measurement Period ” means, for purposes of performance based vesting under Section 2.1, the performance period described in Section 2.1.

      1.13.      “ Measurement Start Date ” means the first day of the fiscal quarter in which the Grant Date occurs. (For example, if the Grant Date is within the first fiscal quarter, the Measurement Start Date will be January 1 of that year).

      1.14.      “ Operating Earnings ” shall be based upon net income excluding merger or acquisition related expenses and goodwill impairment charges, consistent with the Company’s presentation of Operating Earnings in its filings with the SEC, for any applicable period, but will include any amortization for core deposit intangibles.

      1.15.      “ Participant ” means the individual identified on page 1 hereof.

      1.16.      “ Peer Group ” means the group of banks or bank holding companies set forth in, or determined according to, Exhibit B .

      1.17.      “ Performance Vesting Matrix ” means the matrix in Exhibit A hereto, by which the number of vested Units are determined in accordance with Section 2.1.

      1.18.     “Plan” shall have the meaning given on page 1 hereof.

      1.19.      “Settlement Date” means date indicated on page 1 hereof.

      1.20.      “Stock” means the Common Stock of the Company, and any successor entity.

      1.21.      “Subsidiary” has the meaning given in the Plan.

      1.22.     “Target Units” means the target number of Units eligible for vesting as shown on Exhibit  A.

      1.23.     “Units” means the restricted stock units awarded under this Agreement. 

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Long Term Incentive Restricted Stock Unit Agreement

2.   Vesting of Units . Vesting of Units is subject to the double trigger vesting requirements which include: (a) the performance based vesting requirements set forth in Section 2.1 and (b) the service based vesting requirement set forth in Section 2.2.

      2.1.      Performance Based Vesting Requirements .

             (a) Subject to Section 2.1(b) and (c), vesting of the Target Units will be measured based on the Company’s financial performance over the 36-month period which commenced as of the Measurement Start Date. The Target Units are set forth in Exhibit A . Subject to Section 2.1(b) and (c), the amount of Units that vest shall be based on the vesting percentage of the Target Units, as shown on the Performance Vesting Matrix on Exhibit A . That percentage shall be determined based on the Company’s ranking in the Peer Group based on EPS Growth, and calculated as set forth in Exhibit A .

             (b) Notwithstanding the Performance Vesting Matrix on Exhibit A , in the event the Company’s EPS Growth is negative for the Measurement Period, not more than 125% of the Target Units shall vest.

             (c) Notwithstanding the foregoing, in the event the service-based vesting is accelerated pursuant to Section 2.2(b) or 2.2(c), if the full performance period has not yet ended, the Target Units shall be measured for performance based vesting based on the performance period which commenced on the Measurement Start Date and ended as of the fiscal quarter most recently ended prior to the event triggering accelerated vesting under Section 2.2(b) or 2.2(c).

             (d) In the event Section 2.2(b) applies, the total amount of Units preliminarily calculated as having vested under Section 2.1(a) and 2.1(c) shall be reduced for early service vesting by multiplying such amount by a fraction the numerator being the number of full fiscal quarters between the Measurement Start Date and the date of termination of Participant’s employment and the denominator being twelve (12) ( see Exhibit A for an example). If accelerated service based vesting is triggered by Section 2.2(c), there is no reduction for early vesting.

      2.2.     Service Requirements . The service requirement for vesting shall be satisfied as set forth in Section 2.2(a) or accelerated under Section 2.2(b) or (c), and any Units which are vested for purposes of the performance based vesting requirements in Section 2.1 shall fully vest as of such event:

             (a) Participant has been continuously employed by the Company or a Subsidiary through the Settlement Date. (Participant will be deemed continuously employed notwithstanding any unpaid leaves of absence if such leave of absence is in accordance with the Company or Subsidiary’s sick leave, family leave or military leave policies or that otherwise is with the prior written approval of the Company or its Subsidiary and such leave continues only for so long as the Company or its Subsidiary has agreed and occurs only in accordance with the terms and conditions as have been required by the Company or its Subsidiary, in each instance as determined by the Company or its Subsidiary in its sole discretion); or

             (b) Participant ceases to be employed by the Company or a Subsidiary prior to the Settlement Date due to termination by the Company without Cause or by the Participant for Good Reason, or due to Participant’s death or Disability; or

             (c) There is a “Change of Control Transaction,” as defined in the Plan.

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Long Term Incentive Restricted Stock Unit Agreement

In the event the Participant voluntarily terminates employment without Good Reason or is terminated by the Company for Cause prior to the Settlement Date, this Agreement shall terminate without vesting of any Units.

3.     Settlement of Award and Issuance of Share Certificates

       3.1.       Issuance of Shares of Stock . The Company shall issue to the Participant, as soon as practicable following the vesting under Section 2.2 (but not earlier than the publication of the earnings releases for the Peer Group for the quarter ended immediately prior to or as of the vesting date permitting the calculation required pursuant to Exhibit A ), and upon payment of all required Tax Withholding pursuant to Section 4 hereof, a number of whole shares of Stock equal to the number of Units that have vested.

      3.2.       No Additional Payment Required . The Participant shall not be required to make any additional payment of consideration upon settlement of the Award.

      3.3.       Stock Certificate . The certificate for the shares of Stock as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the beneficiaries of the Participant. The Company may at any time place legends referencing any applicable restrictions on all certificates representing shares of Stock issued upon settlement of the Award.

      3.4.       Restrictions on Grant of the Award and Issuance of Shares . The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal and state securities laws. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award shall relieve the Company of any liability with respect to the failure to issue or sell such shares as to which such requisite authority shall not have been obtained; provided, however, the Company shall undertake commercially reasonable efforts to timely obtain all such consents and approvals. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. In the unanticipated event the Company is unable to issue the shares of stock Participant is entitled within seven months of the settlement date, the Company shall pay Participant the cash equivalent value of such shares based upon the fair market value of the common stock on the date of the cash payment.

      3.5.       Fractional Shares . The Company shall not be required to issue fractional shares upon the settlement of the Award.

      3.6.       409A . Notwithstanding any provision of this Agreement to the contrary, if, at the time of Participant’s “separation of service” with the Company, he is a “specified employee” as such terms are defined in Section 409A of the Internal Revenue Code and regulations promulgated thereunder, and one or more of the payments or benefits received or to be received by Participant pursuant to this Agreement would constitute “deferred compensation” subject to Section 409A, no such payment or benefit will be provided under this Agreement until the earlier of (a) the date that is six (6) months following Participant’s termination of employment with the Company, or (b) the Participant’s death, unless the payment or distribution is exempt from the application of Section 409A.

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Long Term Incentive Restricted Stock Unit Agreement

4.    Payment of Tax Withholding Amounts

      4.1.       Tax Withholding . At the time the Award is settled, the Participant will be required to remit to the Company an amount sufficient to satisfy federal, state, and local taxes and FICA withholding requirements prior to the delivery of any certificate or certificates for the Stock. The Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy such tax withholding obligations of the Company.

      4.2.       Alternative Provision