Umpqua and Sterling:

Combining to create the West Coast's largest community bank

Improved return on capital, increased scale and superior execution

Strategic merger
September 11, 2013

Safe harbor statement

This presentation includes forward -looking statements within the meaning of
the "Safe-Harbor" provisions of the Private Securities Litigation Reform Act of
1995, which management believes are a benefit to shareholders. These statements
are necessarily subject to risk and uncertainty and actual results could differ
materially due to certain risk factors, including those set forth from time to
time in Umpqua's filings with the SEC. You should not place undue reliance on
forward -looking statements and we undertake no obligation to update any such
statements. Specific risks in this presentation include whether shareholders
approve the merger, whether the companies receive regulatory approvals, the
timing of closing, whether the companies have accurately predicted acquisition
and consolidation expenses, the timing and amount of savings from
consolidation, the expected earnings contributions of both companies and
management's ability to effectively integrate the companies.

This presentation may be deemed to be offering or solicitation materials of
Umpqua and Sterling in connection with the proposed merger of Sterling with and
into Umpqua. Shareholders of both companies are urged to read the joint proxy
statement/prospectus that will be included in the registration statement on
Form S-4, which Umpqua will file with the SEC in connection with the proposed
acquisition, because it will contain important information about Umpqua,
Sterling, the acquisition and related matters. The directors and executive
officers of Umpqua and Sterling may be deemed to be participants in the
solicitation of proxies from their respective shareholders. Information
regarding the participants and their security holdings can be found in each of
Umpqua's and Sterling's most recent proxy statements filed with the SEC and the
joint proxy statement/prospectus when it is filed with the SEC. All documents
filed with the SEC are or will be available for free, both on the SEC web site
(http://www. sec.gov) and from Umpqua by directing a request to Umpqua Holdings
Corporation, Attention: Investor Relations, One Southwest Columbia, Suite 1200,
Portland, OR 97258, and from Sterling by directing a request to Sterling
Financial Corporation, Investor Relations, 111 North Wall Street, Spokane, WA
99201.

1

Merger of like -minded neighbors with a shared vision of the future

[] $22bn in assets and 394 stores across five states, focused on consumers and
businesses seeking a strong, locally-run community bank on the West Coast

[] Complementary branch footprints offer both market density and opportunity
for consolidation
Strategically
attractive [] Leverages Umpqua brand and operating strategy

[] Increases presence in attractive metro markets (Seattle, Portland, Bay
Area)

[] Combined footprint is growing faster than both peer medians and national
averages

[] Right timing: credit profiles of both institutions are stable
Low-risk,
high-return [] Strong team: focused on execution with significant merger
integration experience opportunity [] Meaningful cost synergies: targeting 30%
of Sterling's core noninterest expenses
for both sides
[] Compelling returns: pro-forma profitability significantly improved, exceeds
peer median

[] 12%+ EPS accretion to Umpqua[]

[] Tangible book value earnback of 2.5 years (0.75 year spot earnback)
Financially compelling [] ~15% IRR

[] 13-15% pro-forma ROATCE, a material increase over the two standalone
companies and higher than pro-forma peers

[] Based on 2015E EPS excluding announced restructuring expenses; refer to page
13 for detailed financial impact

2

Merger summary

Name: [] Umpqua Holdings Corporation / Umpqua Bank

Headquarters: [] Portland, OR

Management: [] President and CEO of Umpqua Holdings, Ray Davis
                                                [] Co-Presidents of Umpqua
Bank, Cort O'Haver and Greg Seibly Board: [] 9 Umpqua (including Chair) / 4
Sterling Timing: [] Expected to close in 1H 2014, subject to customary
approvals

Ownership: [] 51% Umpqua / 49% Sterling

Consideration: [] 1.671 Umpqua shares and $2.18 in cash for each Sterling
share
[] Equivalent to $30.52[] per Sterling share
[] 15% premium to Sterling's September 11, 2013, closing stock price
[] 16% premium to Sterling's 30-day average closing stock price

Deal value: [] $1,968mm
[] 18.8x IBES 2015E EPS
[] 12.2x synergized 2015E EPS(2)
[] 1.67x Q2 2013 tangible book value (vs. 1.70x for $500mm -$2.5bn U.S. bank
mergers and acquisitions (3) since January 2012)

[] Based on Umpqua closing share price of $16.96 on September 11, 2013
(2) Reflects after-tax impact of run-rate cost savings; does not include fair
value or other transaction adjustments
(3) Sample includes eleven bank sector Mand A transactions with deal value of
$500mm-$2.5bn which were announced since January 1, 2012

3

Strategic fit

4

Natural partners with scale in complementary geographies and business lines

                                              Umpqua[] Sterling[] Pro-forma[]
 Assets:                                       $11.4bn   $9.9bn      $22.0bn
--------------------------------------------- -------- ----------
 -----------------------------------------------------------------------------
 Loans:                                          7.4bn    7.3bn      15.4bn
--------------------------------------------- -------- ----------
 -----------------------------------------------------------------------------
 Deposits:                                       9.0bn    6.6bn      16.1bn
--------------------------------------------- -------- ----------
 -----------------------------------------------------------------------------
 Tangible common equity:                         1.0bn    1.2bn       1.8bn
--------------------------------------------- -------- ----------
 -----------------------------------------------------------------------------
 Market capitalization:                          1.9bn    1.7bn       3.6bn
--------------------------------------------- -------- ----------
 -----------------------------------------------------------------------------
 Footprint:
     Oregon:                                                            []
     Washington:                                                        []
     Northern California/Bay Area:                                      []
--------------------------------------------- -------- ----------
 -----------------------------------------------------------------------------
 Community bank heritage:                                               []
--------------------------------------------- -------- ----------
 -----------------------------------------------------------------------------
 Fee income generation:
     Wealth management:                                                 []
     Mortgage banking:                                                  []
--------------------------------------------- -------- ----------
 -----------------------------------------------------------------------------
 Merger integration experience:                                         []
--------------------------------------------- -------- ----------
 -----------------------------------------------------------------------------
Note: Logos correspond to greater market presence or scale
[] Standalone financials as of June 30, 2013 (not pro forma for Umpqua's
acquisition of Financial Pacific or Sterling's pending acquisition of Commerce
National)
[] Pro-forma financials at 1H 2014 closing, reflecting Umpqua's acquisition of
Financial Pacific, Sterling's pending acquisition of Commerce National, merger
adjustments and Sterling balance sheet restructuring

Highly complementary and diversifying loan and deposit profiles

Pro-forma loan and deposit composition

Regulatory loan composition

Umpqua Sterling Pro-forma

Other Consumer Consumer
Consumer 1-4 Family 2% Other
2% Cand I 4% Cand I
1% 10% 1-4 Family 1% 1-4 Family
8% 14%
Cand I Home equity 4% Cand D 19% 14% 20% 3% Cand D
                          Multifamily 5% Home equity Cand D Home equity 4% 5%
5% 5%

CRE CRE CRE Multifamily Multifamily 53% 33% 43% 16% 27%
Total = $7.4bn Total = $7.3bn Total = $14.7bn
Yield on loans: 5.13% Yield on loans: 4.89% Yield on loans: 5.01%

GAAP deposit composition

Umpqua Sterling Pro-forma

CD Transaction Transaction CD
21% Transaction CD 37% 38% 24% 37% 27%

Savings and

                                             Savings and  MMDA Savings and  MMDA
41% MMDA
                                                              39% 35%
Total = $9.0bn Total = $6.6bn Total = $15.6bn
                 Cost of deposits: 0.26% Cost of deposits: 0.37% Cost of
deposits: 0.31% Source: Company filings, SNL Financial Note: Standalone
financials as of June 30, 2013 (not pro forma for Umpqua's acquisition of
Financial Pacific or Sterling's pending acquisition of Commerce National)



6

Enhanced scale and regional leadership

Leading combined franchise in attractive I-5 corridor

Pro-forma branch map Oregon deposit market share Washington deposit market
share

Source: Company filings, FDIC, SNL Financial
Note: Branch deposit data as of June 30, 2012; pro forma for pending
acquisitions



7

Top 3 among independent banks in 10 of 11 primary markets

Pro-forma top MSAs

Umpqua Sterling Combined 2 Demographics

Branches Deposits Branches Deposits Branches Deposits Rank Independent Market
2012-17 ($mm) ($mm) ($mm) Rank[] share Population Growth

Powerful new scale in Portland, OR 31 $1,668 22 $1,047 53 $2,715 5 1 7.4% 5.5%
Portland and Seattle
Seattle, WA 27 728 21 903 48 1,631 9 3 2.5% 6.0%

Sacramento, CA 21 $973 - - 21 $973 8 1 2.9% 4.0% Roseburg, OR 9 919 1 19 10 938
1 1 63.7% 2.1% Eugene, OR 9 703 3 41 12 743 1 1 18.4% 3.3%

 Meaningful Spokane, WA - - 9 716 9 716 3 2 11.8% 5.1% competitor in
                          Santa Rosa, CA 3 45 9 637 12 682 5 3 6.8% 2.5% other
major markets Medford, OR 9 446 4 126 13 572 1 1 21.1% 4.0% Coos Bay, OR 5 308
5 209 10 517 1 1 65.4% -0.1%

San Francisco, CA 7 273 4 196 11 469 25 12 0.2% 4.4%

Reno, NV 4 299 - - 4 299 7 3 3.9% 3.9%

Source: Company filings, FDIC, SNL Financial
Note: Branch deposit data as of June 30, 2012; pro forma for pending
acquisitions
[] Excludes institutions with national operations outside of the Pacific
Northwest
[] The market data shown does not give effect to any divestitures that may be
required in connection with completing the merger


8

"Welcome to the world's greatest bank"

Revenue enhancements from converting Sterling branches into Umpqua stores
identified but not factored into pro forma merger impact


9

Umpqua's unique operating strategy maximizes growth and shareholder value

                      [] Umpqua is one of the country's most innovative
community banks Strategy [] Approach recognized nationally and internationally,
including: WSJ, NYT, CNBC, CNN, Euromoney, Fast Company and The Economist

[] Pioneered retail model with bank stores not branches

[] Store concept differentiates company, creates distinct customer experience

[] Stores serve as community hubs
"Stores" [] Inviting design includes computer cafes, coffee and space for
gathering
[] Exchange rooms and resource centers engage and inspire individuals and
businesses
[] Incorporate digital tools to engage multiple generations
[] Operate efficiently: cross-trained universal associate staff model,
centralized backroom operations

[] Recognized regionally and nationally as one of the country's best companies;
highlights include:
Iconic [] Only community bank named to Fortune's "Top 100 Companies to Work
culture For" list each of the last seven years
[] Named "Oregon's Most Admired Financial Services Company" each of the last
eight years


10

Financially compelling combination


11

Key merger assumptions

Cost synergies: [] 30% of Sterling's core cash operating expenses, or 14% of
combined expenses
[] Staggered phase-in: 50% in 2014, 100% thereafter
[] 42 branches within two miles of each other (11% of combined)

Revenue synergies [] Significant achievable opportunities, but none included in
merger economics

One-time charges: [] Pre-tax restructuring charge of $80mm

Sterling [] Reduce liability sensitivity with term placement on wholesale
borrowings, and other balance sheet restructuring balance sheet restructuring:

Sterling branch [] Limited expected HHI-related branch divestitures in certain
Oregon markets divestiture:

Core deposit intangible: [] ~1.25% of Sterling's non-time deposits amortized
over 10 years (sum-of-the-years digits methodology)

Other earnings [] Durbin: Annual interchange -related revenue loss estimated at
$6mm pre-tax once subject to Durbin(1) adjustments: [] Sterling branch
renovation: Estimated $40.8mm pre-tax cost, depreciated over 10 years (straight
-line methodology)

Credit mark: [] $250mm gross pre-tax mark on loans (3.2% of gross loans at
closing)
[] Equivalent to 1.5x Q2 2013 NPAs, 16.5x LTM net charge -offs of $15mm and 17%
through -the-cycle losses(2)

Rate mark: [] Net $(47mm) pre-tax rate mark, reflecting impacts of ($52mm)
discount on loans, ($25mm) premium on time deposits, ($56mm) premium on
repurchase agreements and ($5mm) premium on FHLB borrowings; and impact of
$91mm discount on trust preferred

Other marks: [] $5mm MSR write-up, ($2mm) mark on other assets, ($33mm) mark on
other liabilities

Sterling DTA: [] Sterling's current ~$290mm net deferred tax asset is
transferrable to the pro-forma company

(1) Based on current Federal Reserve rule
(2) 1Q08--2Q13 net charge-offs of $1.3bn plus $250mm credit mark as a
percentage of 4Q07 gross loans of $9.1bn


12

Value and upside for all shareholders, meaningful EPS accretion and short
earnback

Overview Merger impact

2015[] EPS (100% synergy phase in)
[] Leverages excess capital of both
    Logical Umpqua and Sterling IBES Pro-forma combination [] Cost savings and
Sterling balance Accretion to Umpqua $1.19 12%+ sheet restructuring greatly
improve pro-forma operating metrics
Tangible book value per share

Dilution to Umpqua[] (4.6%)

[] ~$500mm present value of cost savings

                Earnback to Umpqua (spot at close) 0.75 years Value net of
restructuring charges creation [] Pro-forma ownership aligns shareholder
Earnback to Umpqua (pro-forma) 2.5 years interests
Capital at close UMPQ

Upside TCE/TA 8.8% 9.0%
                            [] 13-15% pro-forma return on tangible valuation
common equity exceeds median of Tier 1 common 11.1% 10.6% potential $15-25bn
peers Internal rate of return ~15%

[] 2015E EPS excludes announced restructuring expenses
[] See detailed tangible book value per share dilution calculation in Appendix


13

Robust pro-forma operating performance compares favorably to peers

Key performance metrics

Umpqua Sterling $15-25bn peers[] Pro-forma[]
Q2 2013 Q2 2013 Q2 2013

ROAA 0.9% 1.2% 1.2% [] 1.3% 1.0% ROATCE 10.3% 9.7% 13% [] 15% 12.4% Efficiency
ratio 66% 63% 55% [] 60% 63% Loans / deposits 81% 106% 90% [] 95% 83%

Source: Company filings, SNL Financial
[] Pro-forma column assumes estimated cost savings are fully phased in
[] Peer set includes 20 US public banks with total assets of $15-25bn


14

Well-positioned to successfully execute

[] Integration risks mitigated

[] Complementary branch networks with opportunity for consolidation

[] Complementary product offerings and skill sets

[] Strong regional brand

[] Both credit profiles are stable

[] Compatible corporate culture and strategy

[] Both companies committed to high performance

[] Community -based consumer and commercial banking strategy

[] Management uniquely positioned to successfully execute transaction

[] Successful acquisition integration a core competency for both companies:
since 2000, Umpqua has completed 12 bank/branch acquisitions and Sterling has
completed nine


15

Merger summary

Strategically attractive

Low-risk, high-return opportunity for both sides

Financially compelling


16

Appendix


17

Thorough reciprocal due diligence completed

Credit Operations

[] Comprehensive credit due diligence [] Direct meetings between counterparts
at process to review Umpqua and Sterling's each company loan portfolios
[] Thorough review of each company's store
[] Conservative credit mark of 3.2% of network including mutual site visits
Sterling's gross loans
[] Extensive review of systems and
[] 23% of loans were reviewed, including 74% compliance functions of loans
greater than $5mm

[] Experienced third party validation of mark


18

Tangible book value per share dilution detail

Reflective of projected marks, rate environment and pending transactions as of
announcement

Walk-forward to closing capital Calculation of intangibles created

               # of $ per $mm shares share $mm

     Umpqua Reported Q2 2013 tangible book value $1,032 111.9 $9.23 Deal value
$1,968 pro forma for (--) Impact of Financial Pacific acquisition (95) 0.0
(0.85) Financial Pacific Sterling TCE at closing[] 1,178
Pro-forma tangible book value $938 111.9 $8.38

                                                 (--) Net after-tax credit mark
(67) Adjustments (+) Three quarters of IBES earnings $85 (--) After-tax rate
and other marks (46) to Umpqua
                        (--) Three quarters of $0.15/share dividend (50)
Adjusted tangible book value $1,066 between announcement (+) Three quarters of
intangible amortization 3 Excess over adjusted TBV 903 and closing Projected Q1
2014 tangible book value $976 111.9 $8.72

                          (--) Core deposit intangible created (63) (+) Equity
consideration to Sterling $1,828 107.8 (+) DTL on CDI 22
Sterling
                       (--) Intangibles created (detail to right) (925)
Goodwill created $862 merger adjustments (--) After-tax restructuring charge
(52) Intangibles created Pro-forma tangible book value $1,827 219.7 $8.32
(goodwill + CDI) 925


                                                  [] Sterling's projected TCE
at closing equals reported Q2 Accretion/(dilution) 2013 tangible book value of
$1,152mm plus: ($14)mm Per share - $ ($0.40) impact of pending Commerce
National acquisition, $76mm (three quarters of IBES earnings), ($37)mm Per
share - % (4.6%) (three quarters of $0.20/share dividend), $3mm (three quarters
of intangible amortization)


19