---

1.	Election of Directors. Electing 12 nominees to Umpqua Holdings Corporation’s board of directors, to hold office until the 2016 annual meeting of shareholders and qualification and election of their successors. The Board of Directors recommends a vote FOR each of the nominees.

2.	Ratification (Non-Binding) of Auditor Appointment. Ratifying the Audit and Compliance Committee’s appointment of Moss Adams LLP as Umpqua Holdings Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The Board of Directors recommends a vote FOR ratification of the appointment of Moss Adams LLP.

3.

Advisory (Non-Binding) Resolution to Approve Executive Compensation. Approving the following advisory (non-binding) proposal: “RESOLVED, that the shareholders approve the compensation of executive officers as described in the Compensation Discussion and Analysis and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this Proxy Statement.” The Board of Directors recommends a vote FOR the advisory resolution to approve executive compensation.

4.	Other Business. Considering and acting upon such other business and matters or proposals as may properly come before the annual meeting or any adjournments or postponements thereof. As of the date of this notice, the board of directors knows of no other matters to be brought before shareholders at the meeting.

---

---

•	total assets grew to $22.6 billion from $11.6 billion as of December 31, 2013;

•	total deposits increased to $16.9 billion from $9.1 billion as of December 31, 2013; and

•	gross loans and leases were $15.3 billion compared to $9.1 billion at December 31, 2013.

Q:	Why did I receive the proxy materials?

A:	We have made the proxy materials available to you over the internet or, in some cases, mailed you paper copies of these materials because the board is soliciting your proxy to vote your shares of our common stock at the annual meeting to be held on Wednesday, April 15, 2015 and at any adjournments or postponements of this meeting.

Q:	What is a proxy?

A:

The board is asking you to give us your proxy. Giving us your proxy means that you authorize another person or persons to vote your shares of our common stock at the annual meeting in the manner you direct. The written document you complete to designate someone as your proxy is usually called a “proxy card” or a “voting instruction form” depending on how the ownership of your shares is reflected in our records. If you are the record holder of your shares, a “proxy card” is the document used to designate your proxy to vote your shares. If you hold your shares in street name, a “voting instruction form” is the document used to instruct your broker (or other nominee) how your nominee should vote. In this proxy statement, the term “proxy card” means both the voting instruction form and proxy card unless otherwise indicated.

Q:	Why did I receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials?

A:

The Securities and Exchange Commission’s (“SEC”) notice and access rule allows us to furnish our proxy materials over the internet to our shareholders instead of mailing paper copies of those materials to each shareholder. As a result, on or before March 5, 2015 we sent a notice to most of our shareholders by mail or e-mail containing instructions on how to access our proxy materials over the internet and vote online. This notice is not a proxy card and cannot be used to vote your shares. If you received only a notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or on the website referred to in the notice.

---

Q:	What does the Notice of Internet Availability of Proxy Materials look like?

A:

It will come in one of two forms. If you hold your shares in “street name” through a bank or broker, you will receive a document titled “Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting” from Broadridge Financial Solutions. If you are a registered shareholder, you should have received a document titled “Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting” from our transfer agent, Computershare.

Q:	What are shareholders being asked to vote on at the annual shareholder meeting?

A:	You will vote on:

•	Item 1: The election of 12 directors to serve until the next annual meeting of shareholders;

•	Item 2: Ratification (non-binding) of the selection of Moss Adams LLP (“Moss Adams”) as the Company’s independent registered public accounting firm for 2015; and

•	Item 3: An advisory (non-binding) resolution on the Company’s executive compensation program (“say on pay” vote).

Q:	What do I need to do now?

A:	First, carefully read this document. Then, vote your shares by following the instructions from your broker, if your shares are held in “street name” or by one of the following methods:

•	if you received these printed materials by mail, mark, sign, date and return your proxy card in the enclosed return envelope as soon as possible;

•	call the toll-free number on the proxy card and follow the directions provided;

•	go to the website listed on the proxy card and follow the instructions provided; or

•	attend the shareholder meeting and submit a properly executed proxy or ballot. If a broker holds your shares in “street name,” you will need to get a legal proxy from your broker to vote in person at the meeting.

Q:	What are my choices when voting?

•	Item 1: You may vote in favor of electing the nominees as directors or vote against one or more nominees or you may abstain from voting;

---

•	Item 2: You may cast your vote in favor of or against the proposal, or you may elect to abstain from voting your shares; and

•	Item 3: You may cast your vote in favor of or against the proposal, or you may elect to abstain from voting your shares.

Q:	What if I abstain from voting?

A:	If your shares are represented at the annual meeting, in person or by proxy, but you abstain from voting on a matter, or include instructions in your proxy to abstain from voting on a matter, your shares will be counted for the purpose of determining if a quorum is present.

Q:	Who is eligible to vote?

A:	Holders of record of Umpqua common stock at the close of business on February 6, 2015 are eligible to vote at Umpqua’s annual meeting of shareholders. As of that date, there were 220,396,883 shares of Umpqua common stock outstanding held by 4,895 holders of record, a number that does not include beneficial owners who hold shares in “street name.”

Q:	How many shares are owned by Umpqua’s directors and executive officers?

A:	On February 6, 2015, Umpqua’s directors and executive officers beneficially owned 2,261,603 shares entitled to vote at the annual meeting, constituting approximately 1.03% of the total shares outstanding and entitled to vote at the meeting.

Q:	What if I hold shares of Umpqua common stock in the Umpqua benefit plans?

A:

You will be given the opportunity to instruct the trustee of the Umpqua Bank 401(k) and Profit Sharing Plan (the “401(k) Plan”) and the Supplemental Retirement/Deferred Compensation Plan (the “NQ Plan”) how to vote the shares that you hold in your account. To the extent that you do not timely give such instructions, the trustee will vote all unvoted shares held in the 401(k) Plan in proportion to the voted shares, and the trustee will vote the unvoted shares in the NQ Plan as recommended by the board of directors.

Q:	Can I change my vote after I have mailed my signed proxy card or voted by telephone or electronically?

A:	Yes. If you have not voted through your broker, you can do this by:

•	calling the toll-free number on the Notice and Access Card or proxy card not later than 11:59 p.m. Pacific Standard Time on the day before the meeting and following the directions provided;

•	going to the website listed on the Notice and Access Card or proxy card, following the instructions provided and submitting your change no later than 11:59 p.m. Pacific Standard Time on the day before the meeting;

•	submitting a properly executed proxy prior to the meeting bearing a later date than your previous proxy;

•	notifying Umpqua’s corporate Secretary, in writing, of the revocation of your proxy before the meeting; or

•	voting in person at the meeting, but simply attending the meeting will not, in and of itself, revoke a proxy.

---

Q:	If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A:

Yes, but only if you give your broker instructions. If your shares are held by your broker (or other nominee), you should receive this document and an instruction card from your broker. Your broker will vote your shares if you provide instructions on how to vote. If you do not tell your broker how to vote, your broker may vote your shares in favor of ratification of the auditor appointment but may not vote your shares on the election of directors or any other item of business. However, your broker is not required to vote your shares if you do not provide instructions.

Q:	Can I attend the shareholder meeting even if I vote by proxy?

A:	Yes. All shareholders are welcome to attend and we encourage you to do so. Please carefully review the rules regarding admission to the annual meeting described below.

Q:	Why did I receive more than one Notice and Access Card or multiple proxy cards?

A:	You may receive multiple cards if you hold your shares in different ways (e.g. joint tenancy, in trust or in custodial accounts). You should vote each proxy card that you receive.

Q:	How do you determine a quorum?

A:

Umpqua must have a quorum to conduct any business at the annual meeting. Shareholders holding at least a majority of the outstanding shares of Umpqua common stock as of the record date must attend the meeting in person or by proxy to have a quorum. Umpqua shareholders who attend the meeting or submit a proxy but abstain from voting on a given matter will have their shares counted as “present” for determining a quorum. Broker non-votes will also be counted as “present” for establishing a quorum.

Q:	What is a broker non-vote?

A:

Under New York Stock Exchange (“NYSE”) Rule 452, brokers are entitled to vote shares held by them for their customers on matters deemed “routine” under applicable rules, even though the brokers have not received voting instructions from their customers. Although Umpqua is listed on the NASDAQ Global Select market, Rule 452 affects us since most of the common shares held in “street name” are held with NYSE member-brokers. The ratification of our independent auditor (Item 2) currently qualifies as a “routine” matter. Your broker, therefore, may vote your shares in its discretion on that routine matter if you do not instruct your broker how to vote on them. Your broker is prohibited from voting your shares on non-routine matters unless you have given voting instructions on that matter to your broker. The election of directors (Item 1) and the non-binding resolution to approve the Company’s executive compensation program (Item 3-“say on pay”) are deemed to be non-routine matters under Rule 452, so your broker may not vote on these matters in its discretion. If you do not give voting instructions with respect to these matters your broker will need to return a proxy card without voting on these non-routine matters, which is referred to as a “broker non-vote” or sometimes referred to as “uninstructed shares.”

Q:	How do you count votes?

A:

Each common share is entitled to one vote. The named proxies will vote shares as instructed on the proxies. In the election of directors, each share is entitled to one vote for each director position to be filled, and shareholders may not cumulate votes. You may vote “For” or “Against” or “Abstain” from voting with respect to each director nominee and each of the other proposals. A representative of Computershare, our transfer agent, will count the votes and serve as our inspector of elections. The following table summarizes the votes required for passage of each proposal and the effect of abstentions and uninstructed shares held by brokers.

---

(1)	Proposal 1 requires a plurality of the votes cast to elect a director. The twelve director positions to be filled at the annual meeting will be filled by the nominees who receive the highest number of votes. However, we have adopted a majority voting policy that requires any director who receives more “Against” votes than “For” votes to offer to resign from the board.

Q:	Is my vote confidential?

A:

We maintain the confidentiality of the votes of individual shareholders. We believe that ballots, proxy forms, and voting instructions returned to brokerage firms, banks, and other holders of record are kept confidential by those third parties. Only the proxy solicitor, the proxy tabulator, and the inspector of election have access to the ballots, proxy forms, and voting instructions. Our shareholder relations officer has online access to votes cast by registered shareholders, but does not access that information. The proxy solicitor and the proxy tabulator will disclose information taken from the ballots, proxy forms, and voting instructions only if there is a proxy contest, if the shareholder authorizes disclosure, to assert or defend legal claims, to determine compliance with law or as otherwise required by law. If you write comments on your proxy card or ballot, or attach materials to your proxy card or ballot, management may learn how you voted in reviewing your comments and such information may not be kept confidential.

Q:	Who pays the cost of proxy solicitation?

A:

Umpqua pays the cost of soliciting proxies. We have hired D. F. King & Co. (formerly AST Phoenix Advisors) to solicit proxies for this meeting and we will pay their fees of $17,500 plus out of pocket costs. Proxies will be solicited by mail, telephone, facsimile, e-mail and personal contact. We may reimburse brokers and other nominee holders for their expenses in sending proxy material and obtaining proxies. In addition to solicitation of proxies by mail, our officers and employees may solicit proxies in person or by telephone, fax, e-mail or letter, without extra compensation.

Q:	How can I receive my proxy materials electronically in the future?

A:

Although you may request paper copies of the proxy materials, we would prefer to send proxy materials to shareholders electronically. Shareholders who sign up to receive proxy materials electronically will receive an e-mail prior to next year’s annual meeting with links to the proxy materials, which may give them faster delivery of the materials and will help us save printing and mailing costs and conserve natural resources. Your election to receive proxy materials by e-mail will remain in effect until you terminate your election.

---

Q:	Are there any rules regarding admission to the annual meeting?

A:	Yes. You are entitled to attend the annual meeting only if you were, or you hold a valid legal proxy naming you to act for, one of our shareholders on the record date. Before we will admit you to the meeting, we must be able to confirm:

◦	verifying your name and stock ownership against our list of registered shareholders, if you are the record holder of your shares;

◦	reviewing other evidence of your stock ownership, such as your most recent brokerage or bank statement if you hold your shares in street name, or your most recent plan statement if you are a participant in one of the Company benefit plans; or

◦	reviewing a written proxy that shows your name and is signed by the shareholder you are representing, in which case either the shareholder must be a registered shareholder or you must have a brokerage or bank statement for that shareholder as described above.

---

Q:	Where do I get more information?

A:	If you have questions about the meeting or submitting your proxy, or if you need additional copies of this document or the proxy card, you should contact one of the following as indicated below or by mail to the attention of Andrew Ognall at Umpqua Holdings Corporation, One SW Columbia Street, Suite 1200, Portland, OR 97258:

---

---

---

---

---

---

---

---

---

---

(i)	The service is not an audit, review or other attest service; and

(ii)	The aggregate amount of all such services provided under this provision does not exceed $5,000 per project if approved by the Principal Financial Officer or Principal Accounting Officer or $50,000 per project if approved by the Chair of the Audit and Compliance Committee.

---

---

---

•	Competitive market pricing factors for compensation and benefits;

•	Changes in legal or regulatory requirements;

•	The ability to recruit and retain certain key management and staff; and

•	Management transition following the Sterling merger.

---

---

---

---

•	Our Chief Compliance Officer oversees compliance with all customer-facing regulations at Umpqua Bank and Umpqua Investments, Inc. and reports to the Audit and Compliance Committee at each regular meeting.

•	All of our associates complete annual required training on ethics and the regulations that apply to their jobs.

•	Our Bank Secrecy Act Officer oversees our compliance with anti-money laundering and anti-terrorist financing regulations.

---

•	Shareholders may also request information or submit questions and comments via our website at www.umpquaholdingscorp.com.

•	Governance documents, including our Statement of Governance Principles and Committee Charters are also available to shareholders on our website.

•	In addition, shareholders may request email notification of corporate events, the Company’s SEC filings and press releases.

---

---

---

---

•

Umpqua Bank’s Connect Volunteer Network™ has become one of the nation’s leading volunteer programs, providing associates with paid time-off each year to serve at youth-focused organizations, schools and community development programs.  In 2014, 2,934 Umpqua Bank associates volunteered more than 53,454 hours to over 2,200 nonprofit organizations and schools across the Company’s five-state footprint.

•	Our decision process for charitable giving is driven by our associates to ensure community need is assessed locally and met with the most appropriate solutions.  We invest in the areas of youth development and education, community development and the arts.

•	Created the Umpqua Bank Charitable Foundation, initially funded with $10 million in April 2014, to further deepen our commitment to the communities we serve.

•	Company leaders are accessible to all associates, customers and the public.  Annual town halls are held every year in each market, as well as public forums to create opportunities for dialogue.

•	We have made sustainability a focus of our daily operations.  Our Umpqua sustainability team educates our associates and comes up with ideas that affect the entire Company. We know sustainability is a constant work in progress and we are proud to be on that journey. Examples include:

o	During 2011-2013, we reduced overall paper consumption by an estimated 30%.

o	We continue to provide 100% mass transit reimbursement for all associates.

o	Our fleet vehicle purchasing standards continue to result in significant utilization of hybrid models.

o	Our model for retail bank stores provides for smaller square footages, digital technology to facilitate electronic information sharing and 100% organic fair-trade coffee.

---

---

•	Objectives – Umpqua Bank is committed to providing competitive compensation to our directors. Within that context, our prime objectives are to:

•

Director Compensation – On a regular basis the board will engage a third party professional to perform an evaluation to ensure director compensation is fair and competitive. Any change to director compensation is first reviewed by the Compensation Committee of the board prior to full board review and approval. Currently, it is the Company’s policy for director compensation to be paid in Company stock, which may be taken as deferred compensation; provided, however, that a director may elect to receive up to 30% of his or her retainer compensation in cash.

---

(1)	Each director serves on the board of Umpqua Holdings Corporation and Umpqua Bank but receives only one quarterly retainer.

(2)	A $250 committee participation fee was paid for conference calls of the Audit and Compliance Committee at which a quorum is present to review earnings releases or periodic reports filed with the SEC.

(3)	A $250 committee participation fee was paid for conference calls of the Enterprise Risk and Credit Committee at which a quorum is present to review credits or charge-offs.

---

(1)	Director Davis is omitted from this table because as a named executive officer he receives no separate compensation for service as a director, and his compensation is fully reflected in the Summary Compensation Table.

(2)	Amounts in column (b) are earned in cash and paid in Umpqua stock except that in 2014 Directors Boyer (30%), Donegan (25%), Fowler (20%), Greene (30%) and Terry (30%) elected to receive a portion of their compensation in cash.

(3)

Amounts in column (c) are the value of a restricted stock grant issued under the 2013 Incentive Plan (the “2013 Plan”) that vests on the day before the 2015 annual meeting of shareholders if the director is then serving on the board, subject to prorated vesting in the event of death, change in control or resignation in connection with an acquisition, based on the closing price of Umpqua’s common stock ($17.36) on the grant date (April 24, 2014). Director Seeger forfeited her award at the time of her resignation.

(4)	Directors Boyer, Donegan, Edwards and Pope, joined the board in connection with the Sterling merger in April 2014. Director Whittaker retired from the board effective with the 2014 annual meeting. Director Slater retired from the board effective with the Sterling merger. Director Seeger resigned from the board of directors in August 2014.

---

•	Create a unique and memorable banking environment in which our customers perceive the Company as an indispensable partner in achieving their financial goals;

•	Enable our shareholders to achieve the exceptional rewards of ownership;

•	Provide opportunities for our people to achieve unparalleled personal and professional success; and

•	Assure that our communities benefit from our involvement and investment in their future.

---

	•    our belief that completion of the Sterling merger lays the foundation for significant strategic and financial benefits

•	expected to be at least 12% accretive to 2015 operating earnings per share with 100% of the targeted cost savings phased in

•	estimated return on average tangible common equity expected to materially increase over the two standalone companies

•	approximate 15% internal rate of return

---

•	We established a 2014 operating earnings per share target based on completion of the Sterling merger and included a “circuit breaker” with no annual incentive paid if OEPS fell below $0.72

•	We revised our peer group to reflect the increased size of Umpqua Bank and scope of executive responsibilities as a result of the Sterling acquisition

•	We conditioned a portion of our 2014 equity grants and salary increases upon closing of the Sterling merger

•	Of our performance-based vesting awards, we continue to include a total shareholder return vesting condition with a “circuit breaker” and also made awards with financial metrics tied to achieving operating earnings per share accretion of 12% or greater

•	We continue to align CEO pay with shareholder returns—all short-term (annual) cash and long-term equity incentive awards to our CEO during 2014 were based on achieving objective performance targets

•	For our named executive officers, other than those who joined from Sterling, we allocated long-term equity incentive awards 80% to performance-based vesting awards and 20% to time-based vesting awards, to balance performance with retention

•	We continue to avoid incentive plans that promote excessive risk-taking

•	We do not provide for tax gross-ups except for occasional executive relocation expenses

•	We incorporate double-triggers into our employment agreements with change-in-control benefits

•	Company policy continues to prohibit purely personal use of the Company’s leased aircraft

•	We incorporated requirements into our equity-based compensation that dividends on unvested RSAs be paid only upon vesting

•	Full year 2014 operating earnings of $1.08 per diluted share, a 15% increase over 2013;

•	Total assets were $22.6 billion as of December 31, 2014, compared to $11.6 billion as of December 31, 2013;

•	Deposits increased to $16.9 billion at December 31, 2014, from $9.1 billion at December 31, 2013;

•	Gross loans and leases grew to $15.3 billion at December 31, 2014, from $7.7 billion at December 31, 2013;

•	Return on average assets (operating earnings basis) for 2014 improved to 1.06% from 0.92% in the prior year

•	Return on average tangible common equity (operating earnings basis) for 2014 improved to 12.62% from 10.6% in the prior year

•	Continued strong credit quality including a 3% reduction in net charge-offs year-over-year and;

•	Non-performing assets declined from 0.51% of total assets in 2013 to 0.43% of total assets in 2014;

•	Net interest margin of 4.73% for 2014, which represents an increase of 72 basis points over 2013;

•	Total risk-based capital of 15.20% and a Tier 1 common risk weighted ratio of 11.51% as of December 31, 2014; and

---

•	Declared dividends of $0.60 per share in 2014.

•	Strategic Expansion:

o	Fully integrated the 2013 acquisition of Financial Pacific Leasing, Inc. (“FinPac”), a leader in the leasing of essential commercial equipment to small businesses throughout the United States and Canada.

o	Opened new flagship stores in Seattle and Bellingham, Washington.

•	Community Impact:

o	During 2014, 2,934 Umpqua Bank associates volunteered more than 53,454 hours to more than 2,200 nonprofit organizations through Umpqua Bank’s Connect Volunteer Network, a program that offers bank associates up to 40 hours of paid time off each calendar year to perform volunteer work.

o	Recognized as a leading corporate donor by the Portland Business Journal and Sacramento Business Journal.

o	Created the Umpqua Bank Charitable Foundation, initially funded with $10.0 million in April 2014.

•	Industry Recognition:

o	Ranked as the best Oregon-based bank and 16th best overall on Forbes magazine’s ranking of “America’s Best and Worst Banks” published in 2015.

o	Named most admired financial services company in Oregon by the Portland Business Journal for the tenth consecutive year.

o	For the eighth year in a row, named one of Fortune magazine’s “100 Best Companies to Work For” in 2014.

o	Recognized as one of the leading companies to work for by The Oregonian, Oregon Business Magazine, Puget Sound Business Journal and Sacramento Business Journal.

•	We adjusted base salaries to reflect the increased executive responsibilities and size of the institution as a result of the Sterling merger:

o	Mr. Davis’s base salary, previously unchanged from its year-end 2010 level, increased to $950,000 effective with the closing of the Sterling acquisition

o	Mr. O’Haver and Mr. Farnsworth received salary increases effective January 1, 2014, and with the closing of the Sterling acquisition, designed to remain competitive with the Company’s post-merger peer group

o	Mr. Seibly and Mr. Eckhardt joined the Company with the Sterling acquisition, with each agreeing to a reduced base salary, in line with salaries for similar positions at Umpqua

•	The Company achieved operating earnings per share of $1.08 and met or exceeded the regulatory component of the 2014 annual incentive plans, which resulted in a 100% payout in each category

o	Overall, the annual incentive plan payouts to named executive officers ranged from 83.3% of target to 102% of target

---

•	We issued equity awards predominantly with performance-based vesting conditions in two phases—in January and in April effective with the closing of the Sterling merger:

o	Equity grants to Mr. Davis were 100% performance-based, with 55% of the grants tied to achieving merger-related earnings accretion targets

o	Equity grants to Messrs. O’Haver and Farnsworth were 80% performance based, with 50% of the grants tied to achieving merger-related earnings accretion targets

o	Messrs. Seibly and Eckhardt received equity grants in connection with their initial hire and settlement of their Sterling Change in Control Plan benefits, which grants vest on the second anniversary of the closing of the Sterling merger

•	Annual incentive plans are tied to meaningful operating earnings per share targets;

•	Grants under performance based equity incentive plans generally are tied to relative total shareholder return;

•	A requirement that at least 50% of equity grants to executives be “performance-based”;

•	A compensation recoupment or clawback policy;

•	Stock ownership policy that requires minimum ownership as a multiple of annual base salary;

•	75% of net equity awards must be retained by the executive officer until retirement or separation;

•	No re-pricing of stock options or replacing underwater stock options without shareholder approval;

•	No income tax gross-ups (except for occasional executive relocation expenses); and

•	No hedging of Company stock or pledging of Company stock for non-recourse loans.

---

---

---

---

---

•	Attract and retain highly qualified executives that portray our Company culture and values

•	Motivate executives to provide excellent leadership and achieve Company goals

•	Provide substantial performance-related incentive compensation that is aligned to our business strategy and directly tied to meeting specific business objectives, avoiding unnecessary and excessive risks that threaten the value of the Company

•	Strongly link the interests of executives to the value derived by our shareholders from owning Company stock

•	Connect the interests of our executives, our employees, and our shareholders

•	Be fair, ethical, transparent and accountable in setting and disclosing executive compensation.

---

(1)	Although these awards are available under the 2013 Plan, we have not, to date, issued any such awards.

(1)	Includes “all other compensation” from the Summary Compensation Table. For Messrs. Seibly and Eckhardt, “all other compensation” includes cash payments made in settlement of merger-related benefits under the Sterling Change in Control Plan.

(2)	For Messrs. Seibly and Eckhardt, includes the value of acceleration of vesting of Sterling-issued restricted stock in connection with the merger.

---

•	The individual’s current and sustained performance results and the methods utilized to achieve those results;

•	Non-financial performance indicators, to include strategic developments for which an executive has responsibility (such as product development, expansion of markets, increase in organic loan or deposit growth and acquisitions) and managerial performance (such as service quality, sales objectives and regulatory compliance);

•	The Company’s financial performance; and

•	Peer data and benchmarking reports.

•	Earnings per share (“EPS”) is the single most important indicator of profitability, which measures earnings allocable to each outstanding share of common stock;

•	EPS aligns the interest of the executive officer with retail and institutional shareholders; and

•	OEPS attempts to “normalize” earnings by eliminating certain income and expense items as described below.

•	Gains or losses on our junior subordinated debentures carried at fair value resulting from changes in interest rates and the estimated market credit risk adjusted spread that do not directly correlate with the Company’s operating performance;

---

•	Expenses that are related to the completion and integration of mergers and acquisitions;

•	Goodwill impairment losses that have no direct effect on the Company’s or the Bank’s cash balances, liquidity, or regulatory capital ratios; and

•	One-time bargain purchase gains on certain FDIC-assisted acquisitions that are not reflective of Umpqua’s on-going earnings power.

---

(1)	Mr. Davis is the only employee with a Supplemental Executive Retirement Plan, which was implemented in 2003.

(2)	In connection with the acquisition of other financial institutions, the Company has assumed deferred compensation plans that benefit other past and present employees. In 2008, the Company adopted a non-qualified deferred compensation plan that allows eligible officers to make payroll deferrals to a deferred compensation account and to elect a deferred distribution date.

---

•

Stock Options. The purpose of stock options is to provide equity compensation with value directly related to an increase in the Company’s stock price. Stock options provide executives a vehicle (subject to vesting requirements) to increase equity ownership and share in the appreciation of the value of Company stock and also help retain the individuals to whom they are granted. The Company has issued stock options over the years, but no stock options were issued to named executive officers in 2014.

•

Restricted Share Awards and Restricted Stock Units. RSAs and RSUs are awarded subject to vesting requirements and, in some cases, subject to the Company achieving predetermined financial goals. Time-vested RSAs and RSUs serve to help retain key executive talent, as well as attract and retain non-executive employees who make a significant contribution to the Company. Performance-based RSAs and RSUs provide an incentive to increase the Company’s stock price and return capital to shareholders. In January 2014, we issued RSAs under the 2013 Plan to then-serving named executive officers and in April 2014 we issued additional RSAs to those officers related to the Sterling merger. Messrs. Seibly and Eckhardt, in connection with the settlement of their Sterling Change in Control Plan benefit and for retention purposes, received RSAs under the 2013 Plan. The Company made no RSU awards during 2014.

---

---

•	Gains from option exercises (shares remaining after payment of the exercise price and taxes);

•	Vested restricted stock awards (net of tax withholdings); and

•	Shares issued in payment of LTIP restricted stock units (net of tax withholdings).

---

---

---

•	corporate financial targets-measured by operating earnings per share-fully diluted;

•	regulatory and compliance goals; and

•	business unit budgeted profitability and/or expense goals (for all except Mr. Davis).

---

*	This figure represents the percentage of the total target incentive that is allocated to each performance category shown in the column to the left.

**	For all named executive officers except the CEO, this figure is their respective business unit profitability or expense control goal. Each business unit has budget goals for revenue and expenses that roll up into the Company’s consolidated budget and each business unit’s performance is measured against those budget goals.

---

---

•	prohibiting the re-pricing of stock options;

•	requiring executives to acquire and hold substantial ownership positions in company stock;

•	implementing “clawback” provisions in annual incentive plans; and

•	adopting a “hold to retirement” policy with respect to 75% of the net gains from equity awards.

---

(1)

The amounts shown in columns (e) and (f) represent the fair value of stock and option awards issued during the year(s) shown. The assumptions made in calculating these values are disclosed in the Notes to our Consolidated Financial Statements included in our annual report on Form 10-K. For Messrs. Seibly ($210,177) and Eckhardt ($112,191), the amounts include the value of acceleration of vesting of restricted stock units (originally issued by Sterling Financial Corporation in March 2012) upon the closing of the Sterling merger.

(2)	The amounts shown in column (g) were earned in the year(s) noted and awarded under the Company’s annual incentive plans, but paid the following year. For Messrs. Seibly and Eckhardt, the amounts shown have been pro-rated based on commencement of employment in April 2014.

(3)

The table below itemizes the amounts shown in column (i), All Other Compensation, for 2014. For Messrs. Seibly and Eckhardt the amounts include cash payments made by the Company, as successor to Sterling Financial Corporation, in settlement of benefits under the Sterling Financial Corporation Change in Control Plan. For Messrs. Davis, O’Haver and Farnsworth, amounts in 2012 and 2013 include dividends on equity awards, which had been factored into the grant date fair value.

(4)	In April 2014, Mr. Davis’s annual base salary increased to $950,000.

(5)	In April 2014, Mr. O’Haver’s annual base salary increased to $565,000.

(6)	Mr. Seibly’s annual base salary was set at $565,000 upon commencement of employment with the Company effective with the closing of the Sterling merger on April 18, 2014.

(7)	In April 2014, Mr. Farnsworth’s annual base salary increased to $410,000.

(8)	Mr. Eckhardt’s annual base salary was set at $400,000 upon commencement of employment with the Company effective with the closing of the Sterling merger on April 18, 2014.

---

(i)	Amount contributed by Company in 2014 to the executive’s account under the Supplemental Retirement Plan.

---

(1)	There is no specific term of employment and each agreement is terminable by the Company or the executive at any time, with or without cause.

(2)	Calculated as the greater of: (i) the number of months of current base salary at the time of termination; or (ii) two weeks for every year of employment, payable over that same number of months. The severance benefit is payable if the executive is terminated “without cause” or if the executive leaves for “good reason,” as defined in the agreement.

(3)

Calculated as the number of months of current base salary at the time of termination plus a multiple of the executive’s incentive paid for the prior year, payable monthly over a period equal to the number of months of base salary paid. This change in control benefit is payable only if the executive’s employment is terminated within 12 months after the change in control transaction and it is paid in lieu of a severance benefit.

(4)

Calculated as the number of months of current base salary at the time of termination plus a multiple of the executive’s incentive paid for the prior year, payable monthly over a period equal to the number of months of base salary paid. This benefit is payable 12 months following a change in control if the executive remains employed for at least 12 months after the change in control transaction and it is paid in lieu of a severance or change in control benefit.

(5)

The Company entered into an employment agreement with Mr. Seibly effective as of, and subject to the occurrence of, the effective time of the Sterling merger. Mr. Seibly is eligible for a retention bonus of $452,000 if he remains employed through the second anniversary of the effective date of the merger or if he is terminated prior to such date under conditions in which he becomes entitled to the Severance Benefit.

(6)

The Company entered into an employment agreement with Mr. Eckhardt effective as of, and subject to the occurrence of, the effective time of the Sterling merger. Mr. Eckhardt is eligible to receive a retention bonus of $320,000 if he remains employed through the second anniversary of the effective date of the merger or if his employment terminates prior to such date under conditions in which he becomes entitled to the Severance Benefit.

•	An adjustment that prohibits any benefit payment to the executive to the extent it would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code.

•	A prohibition on competing with the Company during the time that the executive is receiving payment of a severance, change in control or retention incentive benefit.

•	Receipt of the change in control benefit is subject to a “double trigger” such that there must be a qualifying termination of employment in addition to a change in control event.

•	A prohibition on solicitation of the Company’s customers or employees for two years following the executive’s departure.

•	A requirement that the executive sign a release of claims against the Company as a condition to receiving a severance or change in control benefit. This release of claims provision is not included in Mr. Davis’s agreement.

---

•	Align the interests of employees and other award recipients with the interests of the Company’s shareholders; and

•	Attract, motivate and retain experienced and highly qualified individuals who will contribute to the success of the Company.

---

---

(1)	The shares underlying RSAs reported in column (g) were issued under the 2013 Plan and vest three years following the grant date to the extent that the Company’s total shareholder return achieves specified targets as compared to the KRX total return index. See the section titled Long Term Incentive Compensation.

(2)	The shares underlying RSAs reported in column (g) were issued under the 2013 Plan and vest two years following the grant date to the extent that the Company achieves operating earnings accretion targets related to the Sterling acquisition. See the section titled Long Term Incentive Compensation.

(3)	The shares underlying RSAs reported in column (i) were issued under the 2013 Plan and have the following terms: (a) for Messrs. O’Haver and Farnsworth vest 33.33% per year over three years, beginning one year following the grant date; and (b) for Messrs. Seibly and Eckhardt vest on April 18, 2016, the second anniversary of the closing of the Sterling acquisition.

(4)	Column (k) shows the closing price of Umpqua common stock on the grant date.

(5)	Column (l) shows the aggregate grant date fair value associated with all RSAs, as determined in accordance with FASB ASC 718, Stock Compensation. The assumptions used to calculate fair value are described in the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K.

---

---

(1)	In column (a), the grant date of each award is noted below the name of each named executive officer.

(2)	Column (b) shows the number of shares underlying vested (exercisable) but not exercised stock options at the fiscal year ending December 31, 2014.

(3)	Column (c) shows the number of shares underlying unexercised options that are not exercisable because they had not vested at the end of the fiscal year.

(4)	Column (e) shows the exercise price to be paid by the executive in order to acquire the shares subject to the option.

(5)	Column (f) shows the date that each option expires, if not previously exercised. Under the 2003 Plan, the option expiration date is accelerated for officers whose employment is terminated for any reason and all such options expire three months following the termination date.

(6)

Column (g) shows the number of shares of restricted stock that have not vested as of December 31, 2014. All 2010 RSA grants shown in this column vest 20% per year over a five year period, beginning one year following the date of the grant. All other RSA grants to Messrs. Farnsworth and O’Haver shown in this column vest 33.3% per year over a three year period, beginning one year following the date of grant. The RSU grants to Messrs. Seibly and Eckhardt shown in this column vest (i) 25% per year over a four year period, beginning one year following the grant date for the 4/29/13 grants and beginning 4/1/15 for the 3/7/14 grants; (ii) vest 100% on April 4, 2016 for the 4/4/14 grants; and (iii) vest 100% on April 18, 2016 for the 4/24/14 grants.

(7)	Column (h) shows the aggregate market value of shares of restricted stock that have not vested as of December 31, 2014, using the closing price of Umpqua stock of $17.01 on December 31, 2014, the last trading day of the year.

(8)	Column (i) shows the maximum shares issuable, assuming maximum vesting of the RSU or RSA award.

(9)	Column (j) shows the aggregate market value of shares based on unvested RSUs and RSAs, using the closing price of Umpqua stock of $17.01 on December 31, 2014, assuming maximum vesting of the award.

(10)	This option vests 20% per year over a five year period, beginning one year after the grant date.

(11)	This option vests 25% per year over a four year period, beginning one year after the grant date.

(1)	Number of shares underlying unexercised but vested and exercisable options at December 31, 2014.

(2)	Number of exercisable option shares with an option exercise price less than the closing price of Umpqua Stock ($17.01) on December 31, 2014.

---

(1)	The Supplemental Executive Retirement Plan is also referred to in this proxy as the Davis SERP. See the section titled Retirement Plan for Mr. Davis for more information.

(2)	Mr. Davis had 12.5 years of credited service when the Davis SERP was amended in 2007. As amended, the agreement has a fixed schedule of benefits, based upon the month in which his employment terminates and the reason for termination. Years of credited service are no longer relevant to computing his benefits under the Davis SERP.

(3)

The present value of Mr. Davis’s accumulated benefit under the Davis SERP, computed as of December 31, 2014, which is the measurement date used for financial statement reporting purposes with respect to Umpqua’s audited financial statements for the fiscal year ended December 31, 2014. During 2014, Umpqua accrued $412,124 for the Davis SERP. The benefits payable by Umpqua under the Davis SERP are reduced by the amounts otherwise provided by Social Security and other retirement benefits paid by us, and these estimated amounts are reflected in the present value shown in column (d).

---

(1)

Each executive’s beneficiary would receive a maximum of $200,000 as a lump sum benefit under Umpqua’s group life insurance plan; similar benefits are available to all full time employees. The cash benefit shown also includes a $100,000 bank owned life insurance (BOLI) death benefit with respect Mr. Davis and Mr. Farnsworth. For Mr. Davis, this amount includes the annual death benefit of $850,000 under the Davis SERP.

(2)

This is the annual benefit under Umpqua’s group Long Term Disability Plan, which pays 60% of the employee’s monthly base salary, not to exceed $10,000 per month, or, in the case of Messrs. Seibly and Eckhardt for 2014, the annual benefit under Sterling’s group Long Term Disability Plan, which pays an amount not to exceed $13,000 per month. Similar benefits are provided to all full time employees. For Mr. Davis, this amount includes the annual disability benefit of $850,000 under the Davis SERP.

(3)	Assumes termination is without “cause” or executive leaves for “good reason” defined in his employment agreement as a material reduction in base salary not shared by other executives or required relocation.

---

(4)

This benefit includes the estimated cost of health and welfare plan benefits for three years following termination. This benefit is payable if Mr. Davis’s employment is terminated within a year following a change in control if he is terminated without “cause” or leaves for “good reason”, as defined in his employment agreement. The change in control benefit is paid in lieu of any severance benefit.

(5)	This benefit is payable for up to a year following a change in control if the executive is terminated without “cause” or leaves for “good reason”, as defined in the employment agreement.

(6)	Retention benefits are payable in lieu of severance and change in control benefits if the executive remains employed for a period of twelve months following a change in control. Messrs. Davis, Seibly and Eckhardt do not have retention benefits specifically tied to remaining employed following a change in control.

(7)

For this executive, receipt of this cash benefit is conditioned upon the executive signing a Separation Agreement upon termination of employment that provides for (i) a release of all claims against the Company; (ii) the executive’s agreement not to disparage the Company; (iii) the executive’s agreement to not compete with the Company or solicit the Company’s employees to leave the Company for the period of time that the executive is receiving severance, change in control or retention benefits; and (iv) the executive’s agreement not to solicit the Company’s customers for a period of two years following separation.

(8)	This column shows (i) the dollar value of additional shares (if any) that would vest under the executive’s RSA and RSU grants, calculated at $17.01 per share, which was the closing price of Umpqua’s stock on December 31, 2014, the last trading day of the year and (ii) the intrinsic value of any options that would vest.

(9)	Mr. Davis’s Agreement provides that upon termination of his employment, he will not compete with the Company for the period of time that he is receiving a severance or change in control benefit and that he will not solicit the Company’s customers or employees for a period of two years following separation.

(10)	Change in control benefits are subject to reduction to the extent that they exceed the safe harbor amount calculated under Section 280G of the Code. The following table shows how the change in control cash benefit is calculated:

(i)	This calculation does not reflect the value of the non-compete provisions of the executive’s employment agreement, which we believe would reduce the amount of the cutback and increase net cash benefit.

---

---