Umpqua Holdings Corporation (UMPQ)

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (“Amended Report”) is being filed with respect to Umpqua Holding Corporation’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2009, filed with the Securities and Exchange Commission on May 7, 2009. This Amended Report is being filed to correct the non-accrual loan totals reported in the text of Note 4 of the Notes to Condensed Consolidated Financial Statements (page 15) and in Management’s Discussion and Analysis of Financial Condition and Results of Operations under the heading Provision for Loan and Lease Losses (page 37) from $117.6 million to $112.9 million. This error is typographical in nature, and does not affect the Company’s reported financial condition or results of operations. Accordingly, this Amended Report includes updated certifications as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

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UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES

        This Form 8-K/A amends the Current Report on Form 8-K filed on May 11, 2005 solely to disclose the committee appointments of Director Stephen Gambee. Unaffected items have not been repeated in this filing.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this reported to be signed on its behalf of the undersigned hereunto duly authorized.