Merchant Asset Purchase Agreement - UMPQUA HOLDINGS CORP - 3-31-2005

Document Sample
Merchant Asset Purchase Agreement - UMPQUA HOLDINGS CORP - 3-31-2005 Powered By Docstoc
					EXHIBIT 10.5 MERCHANT ASSET PURCHASE AGREEMENT THIS MERCHANT ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of this 21st day of December, 2004 by and among UMPQUA BANK, an Oregon state-chartered bank (the "Bank"), UMPQUA HOLDINGS CORPORATION, an Oregon corporation and the sole shareholder of the Bank ("Parent"), and NOVA INFORMATION SYSTEMS, INC., a Georgia corporation ("NOVA"). BACKGROUND AND PURPOSE: A. The Bank is a party to certain Merchant Agreements with various Merchants, who consist principally of merchants and other providers of goods and services, according to which agreements the Bank has agreed to provide certain services in connection with the Bank's Merchant Business. B. The Bank wishes to sell and transfer to NOVA all of its rights under the Merchant Agreements, and the Bank wishes to sell and transfer to NOVA certain other assets utilized in connection with the Merchant Business, and NOVA is willing to accept such rights and assets and to assume certain obligations in connection with the Merchant Business. The parties hereto are willing and able, additionally, to undertake and perform certain other obligations pursuant to and in connection with this Agreement, subject to the terms and conditions hereof. THE AGREEMENT NOW, THEREFORE, in consideration of the premises, the mutual agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Bank, Parent and NOVA hereby agree, on the terms and conditions herein set forth, as follows: The capitalized terms used herein shall have the meaning ascribed to such terms in Section 12.1 hereof unless otherwise defined herein. ARTICLE I ASSETS SOLD; ASSUMPTION OF LIABILITIES 1.1 SALE AND PURCHASE. On the terms and subject to the conditions set forth in this Agreement, and effective as of the Closing Date (the "Effective Date"), the Bank hereby sells, transfers and assigns to NOVA and NOVA hereby purchases and accepts from the Bank, all right and title to, and interest of the Bank in, all of the Bank's assets and interests, both tangible and intangible, accrued or contingent, used, useful, or arising in the conduct of the Merchant Business, directly or indirectly, in existence on the date hereof and on and after the Effective Date (other than the Excluded Assets), including the following properties and assets (collectively, the "Assets Sold"):

(a) all rights and interests of the Bank in and to the Merchants (under the Merchant Agreements and otherwise) arising on or after the Effective Date, and all pertinent books, records and documents relating to such Merchant Agreements (as further specified in Section 1.5 hereof); (b) the Equipment (and any rentals and leases related thereto) and related revenues accruing on or after the Effective Date; (c) the Inventory; (d) all rights and interests under any guarantees executed in connection with the Merchant Agreements; (e) all claims and causes of action of the Bank or Parent, whether known or unknown, relating to the Merchant

Business; and (f) the goodwill, intangible assets and value of the Merchant Business as a going concern, to the extent any such value exists. 1.2 TRANSFER AND ASSUMPTION OF ASSETS SOLD AND ASSUMED LIABILITIES. Effective upon the Effective Date, NOVA shall by the Bill of Sale and Assignment and Assumption Agreement in the form attached hereto as Exhibit 1.2 acquire title to the Assets Sold and assume and agree to pay and discharge when due the Assumed Liabilities. In addition to the Bill of Sale and Assignment and Assumption Agreement, the sale, conveyance, transfer, assignment and delivery of the Assets Sold by the Bank to NOVA shall be effected by such deeds, bills of sale, endorsements, assignments, transfers and other instruments of transfer and conveyance in such form, including warranties of title (collectively, "Transfer Documents"), as NOVA may reasonably request, including such Transfer Documents as NOVA may reasonably request at and after the Transition Date. 1.3 LIABILITIES. It is understood and agreed that, except to the extent that any of the following constitute Assumed Liabilities, NOVA shall not assume or become liable for the payment of any debts, liabilities, losses, Credit Losses, chargebacks, accounts payable, bank indebtedness, mortgages, or other obligations of the Bank or any Merchant or any Agent Bank, whether the same are known or unknown, now existing or hereafter arising, of whatever nature or character, whether absolute or contingent, liquidated or disputed. 1.4 CONSENT AND ASSIGNMENT. (a) The Bank, in cooperation with NOVA, from and after the date hereof and during the Transition Period, shall use its best efforts to obtain, in such manner and to such extent as NOVA may reasonably specify, (i) the agreement of the Merchants to the continuation of business with NOVA under the Merchant Agreements, all as contemplated by this Agreement, (ii) the consent of the Merchants to NOVA's conversion of such Merchants to such clearing bank and merchant accounting system as NOVA may specify, and (iii) the consent of the Merchants to NOVA's conversion of such Merchants to NOVA's network, all on such terms as are satisfactory to NOVA. 2 (b) Without limiting the generality of the foregoing, promptly following the Closing, the Bank shall cause to be delivered to each of the Merchants a notice, in a form specified by NOVA, of the assignment by the Bank, effective as of the Effective Date, of all rights in and to said Merchant Agreements to NOVA. In NOVA's discretion, such notice may inform each Merchant of NOVA's intention to convert the Merchant to NOVA's network, as well as to a clearing bank and merchant accounting system designated by NOVA. 1.5 BOOKS AND RECORDS. (a) As soon after the Closing Date as is practicable, and in no event later than the conclusion of the Transition Period, the Bank shall cause to be delivered to NOVA the originals or, in the event the Bank is entitled to keep the originals pursuant to this Section 1.5, copies of all books, records and documents of the Bank relating to the Assets Sold; provided, however, that in no event shall such books, records and documents include corporate books or records involving operations other than the Merchant Business, and further provided that the Bank may retain the originals or copies of such documents other than the Merchant Agreements as may be reasonably necessary to the Bank's business. In addition, the Bank shall, at its expense, provide or cause to be provided to NOVA all information related to the Merchant Business that is in intangible (i.e., computer-readable) form, including information necessary or desirable for the transfer of clearing bank responsibilities contemplated by Section 3.5(b) (for example, a Merchant Master File Dump in ASCII format). In each case, however, the books and records relating to the Assets Sold for the period prior to the Closing Date, wherever located, that are held by a party hereto or under the control of a party hereto (the "Inspected Party") shall be open for inspection by the other party, and such other party's authorized agents and representatives and regulators may, at such other party's own expense, make such copies of any excerpts from such books, records and documents as it shall reasonably deem necessary; provided, however, that any such inspection: (i) shall be conducted during normal business hours from time to time reasonably established by the Inspected Party; (ii) shall, if the Inspected Party so requests, be conducted in the presence of an officer or designated representative of the Inspected Party; and (iii)

shall be conducted in accordance with reasonable security programs and procedures from time to time established by the Inspected Party, including such confidentiality agreements as the Inspected Party may reasonably request. (b) All books and records relating to the Assets Sold shall be maintained by NOVA, or the Bank, as the case may be, for a period of three (3) years after the Closing Date, unless the parties shall, applicable law permitting, agree upon a shorter period; provided, however, that in the event that, as of the end of such period, any taxable year of NOVA or the Bank is still under examination or open for examination by any taxing authority and that party has given notice of that fact to the other party, such books and records shall be maintained (or, alternatively, delivered by the Inspected Party to the other party) until the date, determined reasonably and in good faith, specified for maintenance of such records in such notice. Prior to the destruction of any books and records relating to the Assets Sold, the party in possession of such books and records shall offer them to the other party hereto. Pursuant to the above, the Bank specifically 3 agrees to make available to NOVA, and promptly deliver to NOVA at NOVA's request, any historical records of Merchant sales and monthly statements. ARTICLE II CONSIDERATION FOR ASSETS SOLD; CLOSING 2.1 PURCHASE PRICE. As consideration for the Assets Sold, NOVA shall pay an aggregate purchase price of Five Million Eight Hundred Seventy-Five Thousand and No/100 Dollars ($5,875,000.00), payable at the Closing by wire transfer of immediately available funds to an account that is designated in writing by the Bank no later than three (3) days prior to the Closing Date. 2.2 CLOSING. Subject to the satisfaction or waiver of the conditions set forth herein, the consummation of the purchase and sale of the Assets Sold and the assumption of the Assumed Liabilities (the "Closing") shall take place on December 21, 2004 at 10:00 a.m. (Atlanta, Georgia time) or on such other date at such other time as the parties shall agree in writing (the "Closing Date"), to be effective as of the Effective Date, and shall take place through the execution and exchange, via facsimile transmission, of this Agreement, the other Operative Documents and the other documents and agreements herein contemplated. The parties acknowledge and agree that upon mutual exchange and receipt of signature pages via facsimile, and upon receipt by the Bank of the purchase price herein contemplated, this Agreement and the other documents and instruments delivered in connection herewith shall be deemed effective, and the transactions hereby contemplated shall be deemed consummated, notwithstanding any party's failure or refusal to deliver original (i.e. non-facsimile) signature pages. ARTICLE III TRANSITION PERIOD 3.1 ORDERLY TRANSITION. The Bank covenants and agrees to use commercially reasonable efforts, as reasonably instructed by NOVA, to effect an orderly transition of the Merchant Business during the Transition Period in respect of the Assets Sold and the Assumed Liabilities, including fulfilling its obligations under Section 1.4 hereof. In order to further such purpose, the Bank agrees that during the Transition Period it shall execute such documents as are reasonably deemed necessary or convenient by NOVA, including documents as may be appropriate to cause the BIN and ICA numbers owned by the Bank in connection with the Merchant Business to be transferred to such "Principal Member" of the Credit Card Associations as may be designated by NOVA, to evidence the agreements referred to in, and transactions contemplated by, this Agreement, consistent with the rules and regulations of the Credit Card Associations and NOVA's practices and procedures. In connection with the activities contemplated by this Article III, NOVA shall replace Equipment held by Merchants that is not compatible with the NOVA networks, as necessary, at its expense. 4

3.2 SERVICES DURING THE TRANSITION PERIOD. (a) During the Transition Period, the Bank shall perform on behalf of and for the account of NOVA at the same location(s) presently used to conduct the Merchant Business all of the services performed by the Bank in connection with the Merchant Business prior to the Closing Date. The Bank shall perform such services substantially in the same manner and with no less than the same degree of care as performed in connection with the Merchant Business prior to the Closing Date, and shall otherwise perform such services in accordance with such performance standards, including underwriting guidelines, as are specified by NOVA. In performing such services, the Bank shall follow the reasonable instructions of NOVA. During the Transition Period, NOVA and the Bank agree to cooperate, in good faith, in effecting the BIN reconciliation provisions and procedures set forth on Schedule 3.2(a) attached hereto. (b) Without limiting the generality of the foregoing, during the Transition Period, the Bank shall continue to provide credit to Merchants under the same terms and conditions and in the same time frame as presently provided. In addition, the Bank shall, from time to time at NOVA's request, use its commercially reasonable efforts to assist NOVA in procuring executed Merchant Agreements from those Merchants set forth on Schedule 6.7(b). (c) During the Transition Period, and in performing services hereunder, the Bank shall comply in all respects with the rules and regulations of the Credit Card Associations and the EFT Networks, and shall not take, or fail to take, any actions with respect to the Merchant Business which would constitute a violation of such rules and regulations. (d) NOVA shall reimburse the Bank for direct, out-of-pocket, expenses incurred by the Bank during the Transition Period that are related to the conversion and transitional activities described in this Article III and the continued conduct of the Merchant Business during the Transition Period (collectively, "Transition Expenses") according to and in the amounts set forth on Schedule 3.2(d). All reimbursements hereunder shall be made within fourteen (14) days following NOVA's receipt from the Bank of written evidence, reasonably satisfactory to NOVA, detailing the amount of the reimbursement due pursuant to this Section 3.2(d). 3.3 REVENUE DURING THE TRANSITION PERIOD. In performing services during the Transition Period on behalf of and for the account of NOVA, the Bank shall, beginning on the Effective Date and continuing throughout the Transition Period, on behalf of and for the account of NOVA, collect revenue generated by the Merchant Business (collectively, "Revenue"). The Bank acknowledges and agrees that it will not deduct any Transition Expenses from the Revenue; rather, such Transition Expenses shall separately be reimbursed by NOVA pursuant to and in accordance with Section 3.2(d) hereof. In connection with the Transition Period, the Bank shall pay to NOVA monthly (by the 10th day of each month) Revenue for (i) all original sales transactions generated pursuant to the Assets Sold and occurring on or after the Effective Date, and (ii) all the other revenue generated by the Assets Sold and occurring on or after the Effective Date. At the time of each such payment, the Bank shall also furnish to NOVA a certificate of an 5 authorized financial officer certifying the amount due to NOVA and showing the calculation thereof in such reasonable detail as NOVA may request. 3.4 EMPLOYEES. During the Transition Period, the Bank shall use all reasonable efforts to ensure that the employees utilized in the Merchant Business on and prior to the date hereof by the Bank will continue in the employ of the Bank, performing the duties relating to the Merchant Business theretofore performed by it, as reasonably instructed by NOVA during the Transition Period. Further, the Bank shall use all reasonable efforts to provide adequate and appropriate skilled staffing in connection with the operation of the Merchant Business during the Transition Period. 3.5 CLEARING BANK ARRANGEMENT. (a) In order to permit an orderly transition of the processing of Credit Card and Debit Card transactions, during the Transition Period, the Bank shall continue to act as a clearing bank for NOVA with respect to Credit Card and Debit Card transactions processed under the Merchant Agreements, all in accordance with the rules and

regulations of the Credit Card Associations and the EFT Networks, for a period of time ending not later than the Transition Date. (b) At the request of NOVA, the Bank shall execute appropriate documents to evidence the transfer of the clearing bank responsibilities under the Merchant Agreements to the person designated by NOVA to effect such transfer. In addition, the Bank shall render such other necessary assistance as NOVA may reasonably request. 3.6 EXTENSION OF TRANSITION PERIOD. The Transition Period may be extended upon the mutual agreement of the parties, and in such event, the parties shall continue to comply with their obligations under this Article III for such extended period. ARTICLE IV CERTAIN COVENANTS AND AGREEMENTS OF THE BANK 4.1 TRANSFER TAXES. All sales or transfer taxes, including stock transfer taxes, document recording fees, real property transfer taxes, and excise taxes, arising out of or in connection with the consummation of the transactions contemplated hereby, if any, shall be paid by the Bank. 4.2 CONFIDENTIALITY OF INFORMATION. On and after the date hereof, the Bank and its officers, employees, agents and representatives shall treat all information, books and records, originals or copies of books or records which are retained or obtained by it pursuant to Section 1.5, and all information learned or obtained about NOVA's business or relating to the Merchant Business, as confidential and will not disclose such information to third parties except as required by law, as needed in connection with a lawsuit, claim, litigation or other proceeding or in connection with tax or regulatory matters and except to the extent that such information is already in the public domain, or subsequently enters the public domain, other than as a result of the breach of the Bank's obligations under this Section 4.2. The Bank and its officers, employees, agents and representatives shall not use the information described in this Section 4.2 6 in any manner that might reasonably be anticipated to adversely affect the Merchant Business or NOVA's relations with Merchants or other persons or entities. The covenants contained in this Section 4.2 shall survive for a period of five (5) years after the date hereof. 4.3 NOTICE OF BREACH OR POTENTIAL BREACH. The Bank shall promptly notify NOVA of any change, circumstance or event which may prevent the Bank from complying with any of its obligations hereunder. 4.4 FURTHER ASSURANCES. On and after the Closing Date, the Bank shall (i) give such further assurances to NOVA and execute, acknowledge and deliver all such acknowledgments and other instruments and take such further action as NOVA may reasonably request to effectuate the transactions contemplated by this Agreement, including the transfer of the Assets Sold and assumption of the Assumed Liabilities, and (ii) use all reasonable efforts to assist NOVA in the orderly transition referred to in Article III. 4.5 COLLECTIONS. The Bank shall use all reasonable efforts after the Transition Date to assist NOVA, at NOVA's request, in processing amounts in respect of any chargeback or other Credit Loss received or identified in connection with the Merchant Business and relating to or arising out of any original sales transaction occurring on or after the Effective Date. NOVA shall be responsible for all costs and expenses relating to such collection efforts, including costs and expenses of collection letters, litigation, arbitration proceedings and similar actions. Without limiting the foregoing, the Bank agrees, if requested by NOVA, to continue processing such chargebacks through the Bank's BIN and ICA for up to 180 days after the Transition Date. ARTICLE V CERTAIN COVENANTS AND AGREEMENTS OF NOVA 5.1 CONFIDENTIALITY OF INFORMATION. On and after the date hereof, NOVA and its officers, employees, agents and representatives shall treat all information learned, or obtained prior to the date of this

Agreement or during the Transition Period about the Bank's businesses, other than the Merchant Business, as confidential and will not disclose such information to third parties except as required by law, as needed in connection with a lawsuit, claim, litigation or other proceeding or in connection with tax or regulatory matters and except to the extent that such information is already in the public domain, or subsequently enters the public domain, other than as a result of the breach of NOVA's obligations under this Section 5.1. NOVA and its officers, employees, agents, and representatives shall not use the information described in this Section 5.1 in any manner that might reasonably be anticipated to materially adversely affect the Bank's financial condition, business or agreements or arrangements with any other person or entity. Notwithstanding the foregoing, the Bank and Parent acknowledge and agree that the restrictions contained in this Section 5.1 shall not apply to any disclosures of such confidential information by NOVA in connection with, or as may result from (a) the provision by NOVA of Merchant Services under this Agreement or the other Operative Documents, or otherwise in connection with NOVA's performance of its obligations hereunder or thereunder, (b) such disclosure as may be required by applicable law or regulation or Payment Network Regulations, (c) such disclosure as is contained in or required to prepare any financial statements (including the notes thereto), (d) appropriate or necessary disclosure to banking authorities or regulators, 7 including as may result from NOVA's status as an affiliate of U.S. Bancorp or another bank, or (e) disclosure to U.S. Bancorp's Corporate and Compliance Units. The covenants contained in this Section 5.1 shall survive for a period of five (5) years after the date hereof. 5.2 NOTICE OF BREACH OR POTENTIAL BREACH. NOVA shall promptly notify the Bank of any change, circumstance or event which may prevent NOVA from complying with any of its obligations hereunder. 5.3 FURTHER ASSURANCES. On and after the Closing Date, NOVA shall (i) give such further assurances to the Bank and execute, acknowledge and deliver all such acknowledgments and other instruments and take such further action as the Bank may reasonably request to effectuate the transactions contemplated by this Agreement, including the transfer of the Assets Sold and assumption of the Assumed Liabilities and (ii) use all reasonable efforts to assist the Bank in the orderly transition referred to in Article III. ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE BANK AND PARENT The Bank and Parent hereby jointly and severally make the following representations and warranties to NOVA as of the date hereof and as of the Effective Date: 6.1 ORGANIZATION; OWNERSHIP. The Bank is a state-chartered bank organized under the laws of the State of Oregon and is authorized to conduct its business as presently conducted (including the Merchant Business) under those laws and all other applicable laws. Parent is a corporation organized under the laws of the State of Oregon and is authorized to conduct its business as presently conducted under those laws and other applicable laws. Parent owns one hundred percent (100%) of the issued and outstanding shares of capital stock of the Bank, and the Bank is the only Affiliate of Parent that conducts banking business. 6.2 AUTHORITY. The Bank and Parent have the right, power, capacity and authority to enter into and deliver the Operative Documents to which each is a party, to perform their respective obligations under the Operative Documents to which each is a party, and to effect the transactions contemplated by the Operative Documents to which each is a party, and no person or entity other than the Bank has any interest in the Merchant Business or the Merchant Agreements. The execution, delivery and performance of the Operative Documents to which each of the Bank and Parent is a party have been approved by all requisite action on the part of the Bank and Parent, and when executed and delivered pursuant hereto, the Operative Documents to which each of the Bank and Parent is a party will constitute valid and binding obligations of the Bank and Parent enforceable in accordance with their terms. 6.3 GOVERNMENT NOTICES. The Bank has not received notice from any federal, state or other governmental agency or regulatory body indicating that such agency or regulatory body would oppose or not grant or issue its consent or approval, if required, with respect to the transactions contemplated by the Operative

Documents. 8 6.4 NO VIOLATIONS. (a) The execution and delivery by the Bank of the Operative Documents, and its performance thereunder, will not (i) violate, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any material agreement, indenture, mortgage or lease to which the Bank is a party or by which the Bank or its properties, or the Merchant Business, are bound; (ii) constitute a material violation by the Bank of any law or government regulation applicable to the Bank or the Merchant Business; (iii) violate any provision of the Charter or Bylaws (or similar governing documents) of the Bank; or (iv) violate in any material respect any order, judgment, injunction or decree of any court, arbitrator or governmental body against or binding upon the Bank or the Merchant Business. (b) With respect to the Merchant Business, the Bank is not, has not been and will not be (by virtue of any past or present action, omission to act, contract to which the Bank is a party or any occurrence or state of facts whatsoever) in violation of any applicable local, state or federal law, ordinance, regulation, order, injunction or decree, or any other requirement of any governmental body, agency or authority or court binding on it, or relating to its properties or businesses (including any antitrust laws and regulations). (c) The Bank has properly compared the Merchants against the required government lists (including, but not limited to, the Office of Foreign Assets Control SDN List and USA Patriot Act Section 314(a)) and has taken appropriate actions with regard to all Merchants that appear on any of the government lists. The latest comparison of the Merchants against the Office of Foreign Assets Control SDN List occurred not more than fourteen (14) days prior to the date of this Agreement. 6.5 ASSETS SOLD. The Bank is the sole owner of all rights, title and interest in and to the Assets Sold, free and clear of all title defects or objections, assignments, liens, encumbrances of any nature whatsoever, restrictions, security interests, rights of third parties, or other liabilities, and has good and valid title to the Assets Sold. To the Knowledge of the Bank, the Equipment being sold hereunder is in good operating condition, ordinary wear and tear excepted, and has been reasonably maintained and repaired. The Equipment is of the quantity and type represented on Schedule 6.5(a), which schedule is true, accurate, correct and complete in all material respects and which Schedule indicates any Equipment that is leased to third parties (and the identity of said parties). To the Knowledge of the Bank, the Inventory consists of items of a quality and quantity usable and saleable in the ordinary course of the Merchant Business. The Inventory is set forth on Schedule 6.5(b), which is true, accurate, correct and complete in all material respects. Since November 30, 2004, no items of Equipment or Inventory have been sold or disposed of except through sales or transactions in the ordinary course of business, consistent with past practices. The Assets Sold include all rights, properties and other assets necessary to permit NOVA to conduct the Merchant Business in substantially the same manner as the Bank's Merchant Business has heretofore been conducted, without any need for replacement, refurbishment or extraordinary repair. 9 6.6 FINANCIAL INFORMATION CONCERNING THE MERCHANT BUSINESS. (a) The financial and other information concerning the Merchant Business attached hereto as Schedule 6.6(a) (collectively, the "Financial Information") is true, accurate, complete and correct in all material respects and fairly presents the financial condition of the Merchant Business in respect of the Assets Sold as of and for the periods indicated on such information. Further, the Financial Information does not contain any untrue statement of material fact, nor omit any material fact necessary in order to make the statements made and information presented in the Financial Information, not misleading. This representation and warranty may not be limited or satisfied by inconsistent information provided after the date hereof. Since December 31, 2003, there has been no material adverse change in the Merchant Business. (b) The information relative to Merchants' annualized (i) Credit Card sales volume and (ii) Debit Card sales volume set forth on Schedule 6.6(b) is true, accurate, correct and complete in all material respects as of the date hereof and for the periods indicated, and such information does not contain any untrue statement of material fact

hereof and for the periods indicated, and such information does not contain any untrue statement of material fact nor omit any material fact necessary in order to make the statements made and information presented therein, not misleading. This representation and warranty may not be limited or satisfied by inconsistent information provided after the date hereof. 6.7 AGREEMENTS RELATING TO THE MERCHANT BUSINESS. (a) Schedule 6.7(a)(i) sets forth a complete list of all Merchants. The Bank has no Agent Banks or Agent Bank Agreements. The Bank is not in default (and would not be in default upon notice, lapse of time or both) under any provision of the Merchant Agreements. The Bank does not have any reason to suspect, and has not received any notice of, fraud by, or bankruptcy or contemplated bankruptcy of, any Merchant or any other party or guarantor to any of the Merchant Agreements, and has not received any notice of default or adverse comment from any regulatory authority in respect of any Merchant. Except as set forth on Schedule 6.7(a)(ii), the Bank has neither given nor received notice of election to terminate any Merchant Agreement. Except as set forth on Schedule 6.7 (a)(ii), all Merchants currently process Credit Card transactions. Except as set forth on Schedule 6.7(a)(iii), each Merchant is a party to a Merchant Agreement with the Bank. No Merchant (x) is a high-risk inbound teleservices merchant, (y) is involved in adult-oriented business, or (z) otherwise engages in a business activity that would result in additional fees or charges being imposed by any Credit Card Association, including but not limited to fees relating to Internet payment service providers. (b) Except as set forth on Schedule 6.7(b), the Bank is a party to a Merchant Agreement with each Merchant, and has in its possession, and shall deliver to NOVA in accordance with Section 1.5 hereof, an original executed copy of each Merchant Agreement. All agreements between the Bank and the Merchants are in the form of one of the Standard Merchant Agreements attached hereto as Exhibit 6.7(b)(i), and are freely assignable by the Bank without the consent of the applicable Merchant or any other party. 10 (c) Except as set forth on Schedule 6.7(c), the Bank has obtained guarantees from principals or third parties of each Merchant. The Bank has in its possession, and shall deliver to NOVA in accordance with Section 1.5 hereof, an original executed copy of all such guarantees. All such guarantees are in the form of the Guarantee attached hereto as Exhibit 6.7(c) (the "Standard Guarantee"), and are freely assignable by the Bank without the consent of the applicable Merchant or any other party. (d) The Bank has no ISOs or ISO Agreements. Except with respect to any agreements listed on Schedule 6.7 (d), the Bank has no agreements, written or oral, with any agent bank, other association, institution, independent sales organization, or any other third party which provides for any one or more of the following: (i) the deposit of Credit Card or Debit Card transaction records; (ii) the settlement of Credit Card or Debit Card transactions; (iii) the processing of Credit Card or Debit Card transactions; or (iv) the referral of merchants to the Bank (collectively, "Other Agreements"). The Bank has provided NOVA with true, correct and complete copies of each Other Agreement and each Other Agreement is freely assignable by the Bank without the prior consent of any other party. (e) Except for disputes that have arisen in the ordinary course of business and that (i) are not material or otherwise significant in nature or amount, and (ii) have not been referred to legal counsel, whether internal or external, the Bank is not engaged in any dispute with any Merchant or otherwise relating to the Merchant Business. The Bank does not have any reason to believe, and has not received any notice, written or oral, that the consummation of the transactions contemplated hereunder will have any adverse effect on the business relationship of the Bank with any Merchant. (f) The Bank is a member in good standing of the Credit Card Associations. The Bank and the Merchant Business are in compliance in all material respects with all applicable rules and regulations and certification requirements of the Credit Card Associations. The Bank has provided NOVA true and correct copies of all contracts and agreements between the Bank and any of the foregoing entities. (g) The Bank does not maintain any Reserve Accounts in connection with the Merchant Agreements or the Merchant Business.

(h) Schedule 6.7(h) sets forth the credit and charge cards, other than the Credit Card Associations, for which the Bank has contracted to provide authorization and data capture services. 6.8 MERCHANTS' CREDIT. Schedule 6.8 lists the fifty (50) Merchants with the highest dollar value of Credit Card transactions processed during the twelve (12) month period ending October 31, 2004 (collectively, the "Top 50 Merchants"). The Bank does not have Knowledge of (a) any Top 50 Merchant that has a credit facility with the Bank whose credit facility will not or cannot be continued, renewed or extended, or (b) any Top 50 Merchant who plans to apply for new or additional credit with the Bank, and whose application will be denied or rejected, in whole or in part. Each Top 50 Merchant is a party to a Merchant Agreement with the Bank, copies of which have been delivered to NOVA. 11 6.9 EFT NETWORKS. The Bank is a member in good standing of the electronic funds transfer networks identified on Schedule 6.9 attached hereto (the "EFT Networks"). The Bank and the Merchant Business are in full compliance in all respects with all applicable rules and regulations of the EFT Networks. 6.10 CONSENTS AND APPROVALS. (a) No action of, or filing with, any governmental or public body is required by the Bank to authorize, or is otherwise required in connection with, the execution and delivery by the Bank of this Agreement or the other Operative Documents or, if required, the requisite filing has been accomplished and all necessary approvals obtained. (b) Except for the Waiver and except as set forth on Schedule 6.10, no filing, consent or approval is required by virtue of the execution hereof or any other Operative Document by the Bank or the consummation of any of the transactions contemplated herein by the Bank to avoid the violation or breach of, or the default under, or the creation of a lien on any of the Assets Sold pursuant to the terms of, any law, regulation, order, decree or award of any court or governmental agency or any lease, agreement, contract, mortgage, note, license, or any other instrument to which the Bank is a party or to which the Bank or any of the Assets Sold is subject. 6.11 LEASES. Schedule 6.11 contains a complete and accurate list of all (i) leases (including any capital leases) and lease-purchase arrangements pursuant to which the Bank leases real or personal property related to the Merchant Business from others, and (ii) lease, rental and lease-purchase arrangements pursuant to which the Bank leases property to any Merchant or other party in connection with the Merchant Business. Schedule 6.11 specifies which of such leases, if any, are capital leases. The Bank has made available to NOVA a true, correct and complete copy of each of the items listed on Schedule 6.11. 6.12 INTELLECTUAL PROPERTY. (a) With respect to the Merchant Business, the Bank has made available to NOVA true, correct and complete copies of each trademark and service mark registration or application therefor. (b) The Bank has not heretofore infringed upon, and is not now infringing upon, and the continuation of the Merchant Business as presently conducted will not infringe upon, any patent, service mark, trade name, trademark, copyright, trade secret, or other intellectual property, confidential information or proprietary information belonging to any other person and the Bank has not agreed to indemnify any person for or against any infringement. (c) To the Knowledge of the Bank, no person is infringing upon any of the Bank's patents, service marks, trademarks, copyrights, trade secrets, or other intellectual property that is or are related to the Merchant Business. 6.13 LITIGATION AND CLAIMS. There is no litigation, claims, suits, actions, investigations, indictments or informations, proceedings or arbitrations, grievances or other 12

procedures (including grand jury investigations, actions or proceedings, and product liability and workers' compensation suits, actions or proceedings, and investigations conducted by any Credit Card Association) that are pending, or to the Knowledge of the Bank or Parent, threatened, in or before any court, commission, arbitration tribunal, or judicial, governmental or administrative department, body, agency, administrator or official, grand jury, Credit Card Association, or any other entity or forum for the resolution of grievances, against the Bank and relating in any way to the Merchant Business. 6.14 MERCHANT BUSINESS EMPLOYEES. The Bank has no Merchant Business Employees. 6.15 LABOR; COLLECTIVE BARGAINING. There are no labor contracts, collective bargaining agreements, letters of understanding or other arrangements, formal or informal, with any union or labor organization covering any of the Merchant Business Employees and none of said employees are represented by any union or labor organization. 6.16 REQUIRED LICENSES AND PERMITS. No licenses, permits or other authorizations of governmental authorities are necessary for the conduct of the Merchant Business by the Bank. 6.17 AGREEMENTS, CONTRACTS AND COMMITMENTS. Except as set forth and specifically identified in Sections (or the corresponding Schedules) 6.7, 6.11, 6.14, 6.15 and 6.19: (a) The Bank does not have any agreement, contract, commitment or relationship, whether written or oral, related to the Merchant Business, by which NOVA could be bound; (b) The Bank does not have any outstanding contract related to the Merchant Business, written or oral, with any officer, employee, agent, consultant, advisor, salesman, manufacturer's representative, distributor, dealer, subcontractor, or broker that is not cancelable by the Bank, on notice of not longer than thirty (30) days and without liability, penalty or premium of any kind, except liabilities which arise as a matter of law upon termination of employment, or any agreement or arrangement related to the Merchant Business providing for the payment of any bonus or commission based on sales or earnings; (c) Except as set forth on Schedule 6.17(c), the Bank is not subject to any contract or agreement related to the Merchant Business containing covenants limiting the freedom of the Bank to compete in any line of business in any geographic area; (d) With respect to the Merchant Business, there is no contract, agreement or other arrangement entitling any person or other entity to any profits, revenues or cash flows of the Bank or requiring any payments or other distributions based on such profits, revenues or cash flows. 6.18 AGREEMENTS IN FULL FORCE AND EFFECT. Except as expressly set forth on Schedule 6.18, all contracts and agreements referred to, or required to be referred to, herein or in any Schedule delivered hereunder are valid and binding, and are in full force and effect and are enforceable in accordance with their terms. The Bank has not received notice of any pending or 13 threatened bankruptcy, insolvency or similar proceeding with respect to any party to such agreements, and no event has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default thereunder by the Bank, or to the knowledge of the Bank, any other party thereto. 6.19 VENDORS AND SUPPLIERS. Schedule 6.19 sets forth a complete and accurate list of each supplier to the Bank of goods and services directly related to the Merchant Business that charged, billed or invoiced the Bank in excess of $10,000 during the twelve (12) month period ending November 30, 2004. The Bank has provided to NOVA true and correct copies of all agreements and contracts between the Bank and any of the persons and entities listed on Schedule 6.19. 6.20 ABSENCE OF CERTAIN CHANGES AND EVENTS. Since December 31, 2003, the Bank has conducted the Merchant Business only in the ordinary course, and has not:

(a) suffered any damage or destruction materially adversely affecting the Merchant Business; (b) suffered any material adverse change in the working capital, assets, liabilities, financial condition, or business prospects relating to the Merchant Business, or relationships with any suppliers listed on Schedule 6.19; (c) except for customary increases based on term of service or regular promotion of non-officer employees, increased (or announced any increase in) the compensation payable or to become payable to any Merchant Business Employee, or increased (or announced any increase in) any bonus, insurance, pension or other employee benefit plan, payment or arrangement for Merchant Business Employees, or entered into or amended any employment, consulting, severance or similar agreement with any Merchant Business Employee; (d) incurred, assumed or guaranteed any liability or obligation (absolute, accrued, contingent or otherwise) with respect to the Merchant Business, other than a non-material amount in the ordinary course of business consistent with past practice; (e) paid, discharged, satisfied or renewed any claim, liability or obligation with respect to the Merchant Business, other than payment of a non-material amount in the ordinary course of business and consistent with past practice; (f) permitted any of the Assets Sold to be subjected to any mortgage, lien, security interest, restriction, charge or other encumbrance of any kind; (g) waived any material claims or rights with respect to the Merchant Business; (h) sold, transferred or otherwise disposed of any of the assets used in the Merchant Business, except nonmaterial assets in the ordinary course of business consistent with past practice; 14 (i) made any single capital expenditure or investment with respect to the Merchant Business, in excess of $10,000; (j) made any change in any method, practice or principle of financial or tax accounting that in any manner materially affected the Merchant Business or any financial information relating to or derived from the Merchant Business; (k) managed working capital components relating to the Merchant Business, including cash, receivables, other current assets, trade payables and other current liabilities in a fashion inconsistent with past practice, including failing to sell inventory and other property in an orderly and prudent manner or failing to make all budgeted and other normal capital expenditures, repairs, improvements and dispositions; (l) paid, loaned, advanced, sold, transferred or leased any Asset Sold to any employee, except for normal compensation involving salary and benefits; (m) entered into any commitment or transaction, other than a non-material commitment or transaction entered into in the ordinary course of business consistent with past practice, affecting the Merchant Business; or (n) agreed in writing, or otherwise, to take any action described in this Section. 6.21 FINDER'S FEES. Neither the Bank nor Parent has made any commitment or done any act that would create any liability to any person other than themselves for any brokerage, finder's or similar fee or commission in connection with this Agreement or the transactions contemplated hereby. 6.22 DISCLOSURE. No representations, warranties, assurances or statements by the Bank or Parent in this Agreement, and no statement contained in any document (including the Financial Information and the Schedules), certificates or other writings furnished by the Bank or Parent (or caused to be furnished by the Bank or Parent) to NOVA or any of its representatives pursuant to the provisions hereof, contains any untrue statement of material fact, or omits or will omit to state any fact necessary, in light of the circumstances under which such statement was made, in order to make the statements herein or therein not misleading.

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF NOVA NOVA makes the following representations and warranties to the Bank and Parent as of the date hereof and as of the Effective Date: 7.1 ORGANIZATION. NOVA is a corporation duly organized and validly existing under the laws of the State of Georgia and is authorized to conduct its business under those laws. 7.2 AUTHORITY. NOVA has the right, power, capacity and authority to enter into and deliver the Operative Documents to which it is a party, to perform its obligations under the 15 Operative Documents to which it is a party, and to effect the transactions contemplated by the Operative Documents to which it is a party. The execution, delivery and performance of the Operative Documents to which NOVA is a party have been approved by all requisite corporate action on the part of NOVA, and, when executed and delivered pursuant hereto, the Operative Documents to which NOVA is a party will constitute valid and binding obligations of NOVA enforceable in accordance with their terms. 7.3 GOVERNMENTAL NOTICES. NOVA has not received notice from any federal, state or other governmental agency or regulatory body indicating that such agency or regulatory body would oppose or not grant or issue its consent or approval, if required, with respect to the transactions contemplated by the Operative Documents to which it is a party. 7.4 NO VIOLATIONS. The execution and delivery by NOVA of the Operative Documents to which it is a party and its performance thereunder will not: (i) violate, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under, any material agreement, indenture, mortgage or lease to which NOVA is a party or by which it or its properties are bound; (ii) constitute a material violation by NOVA of any material law or governmental regulation applicable to NOVA; (iii) violate any provision of the Articles of Incorporation or Bylaws of NOVA; or (iv) violate in any material respect any order, judgment, injunction or decree of any court, arbitrator or governmental body against or binding upon NOVA. 7.5 CONSENTS AND APPROVALS. (a) No action of, or filing with, any governmental or public body is required by NOVA to authorize, or is otherwise required in connection with, the execution and delivery by NOVA of this Agreement or the other Operative Documents to which it is a party or, if required, the requisite filing has been accomplished and all necessary approvals obtained. (b) No filing, consent or approval is required by virtue of the execution hereof or any other Operative Document to which it is a party by NOVA or the consummation of any of the transactions contemplated herein by NOVA to avoid the violation or breach of any law, regulation, order, decree or award of any court or governmental agency, or any lease, agreement, contract, mortgage, note, license, or any other instrument to which NOVA is a party or is subject, or, if required, the requisite filing has been accomplished and all necessary approvals obtained. 7.6 FINDER'S FEES. NOVA has not made any commitment or done any act that would create any liability to any person other than itself for any brokerage, finder's or similar fee or commission in connection with this Agreement or the transactions contemplated hereby. 16 ARTICLE VIII COVENANTS OF THE PARTIES

The parties hereto hereby covenant and agree as follows: 8.1 CREDIT CARD ASSOCIATION FILINGS. NOVA and the Bank shall cooperate with each other to file with the Credit Card Associations and the EFT Networks any document or information that each such Credit Card Association or EFT Network deems to be required or desirable to be filed in order for the acquisition contemplated by this Agreement to be completed. 8.2 EMPLOYEE BENEFIT PLANS. NOVA shall not adopt, assume or otherwise become responsible for, either primarily or as a successor employer, any assets or liabilities of any employee benefit plans, arrangements, commitments or policies currently provided by the Bank or by any member of the Bank's controlled group of corporations; and if and to the extent that NOVA is deemed by law or otherwise to be liable as a successor employer for such purposes, the Bank shall indemnify NOVA for the full and complete costs, fees and other liabilities which result. In particular, NOVA shall not assume liability for any group health continuation coverage or coverage rights under Internal Revenue Code Section 4980B and ERISA Section 606 which exist as of the Closing Date or the Effective Date or which may arise as a result of the Bank's termination of any group health plan or plans, and if and to the extent that NOVA is deemed by law or otherwise to be liable as a successor employer for such group health continuation coverage purposes, the Bank shall indemnify NOVA for the full and complete costs, fees and other liabilities which result. ARTICLE IX CONDITIONS TO OBLIGATIONS OF THE BANK AND PARENT Each of the obligations of the Bank and Parent to be performed hereunder shall be subject to the satisfaction (or waiver by the Bank and Parent) at or before the Closing of each of the following conditions: 9.1 REQUIRED GOVERNMENTAL APPROVALS. All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre-acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers. 9.2 MARKETING AGREEMENT. NOVA shall have executed and delivered to the Bank the Marketing Agreement. 9.3 BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT. NOVA shall have executed and delivered to the Bank the Bill of Sale and Assignment and Assumption Agreement. 9.4 CREDIT CARD ASSOCIATIONS. All filings required pursuant to Section 8.1 shall have been made, and all approvals required pursuant to Section 8.1 shall have been received, and 17 neither the Bank nor NOVA shall have received any objection of any kind from a Credit Card Association either in response to the filings required under Section 8.1 or otherwise. 9.5 DOCUMENTS SATISFACTORY IN FORM AND SUBSTANCE. All agreements, certificates, opinions and other documents delivered by NOVA to the Bank hereunder shall be in form and substance satisfactory to counsel of the Bank, in the exercise of such counsel's reasonable judgment. ARTICLE X CONDITIONS TO OBLIGATIONS OF NOVA The obligations of NOVA to be performed hereunder shall be subject to the satisfaction (or waiver by NOVA) at or before the Closing of each of the following conditions: 10.1 REQUIRED GOVERNMENTAL APPROVALS. All governmental authorizations, consents and

10.1 REQUIRED GOVERNMENTAL APPROVALS. All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre-acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers. 10.2 OTHER NECESSARY CONSENTS. The Bank shall have obtained all consents and approvals (and estoppel certificates) listed on Schedule 6.10. With respect to each such consent or approval, NOVA shall have received written evidence, satisfactory to it, that such consent or approval has been duly and lawfully filed, given, obtained or taken and is effective, valid and subsisting. 10.3 NON-COMPETITION AGREEMENT. The Bank and Parent shall have executed and delivered to NOVA the Non-Competition Agreement. 10.4 MARKETING AGREEMENT. The Bank and Parent shall have executed the Marketing Agreement. 10.5 BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT. The Bank shall have executed and delivered to NOVA the Bill of Sale and Assignment and Assumption Agreement. 10.6 CREDIT CARD ASSOCIATIONS. All filings required pursuant to Section 8.1 shall have been made, and all approvals required pursuant to Section 8.1 shall have been received, and neither the Bank nor NOVA shall have received any objection of any kind from a Credit Card Association either in response to the filings required under Section 8.1 or otherwise. 18 10.7 SECRETARY'S CERTIFICATES. (a) The Bank shall have delivered to NOVA a duly executed certificate of the Secretary of the Bank (i) attaching a certified copy of the articles of incorporation of, and a certificate of existence for, the Bank as issued by the Secretary of State of the State of Oregon, (ii) attaching a certified copy of the bylaws of the Bank currently in effect, and (iii) attaching and certifying copies of duly adopted resolutions of the Bank's board of directors authorizing the Bank's execution, delivery and performance of this Agreement and the other documents, instruments and certifications required or contemplated hereby. (b) Parent shall have delivered to NOVA a duly executed certificate of the Secretary of Parent (i) attaching a certified copy of the articles of incorporation of, and a certificate of existence for, Parent as issued by the Secretary of State of the State of Oregon, (ii) attaching a certified copy of the bylaws of Parent currently in effect, and (iii) attaching and certifying copies of duly adopted resolutions of Parent's board of directors authorizing Parent's execution, delivery and performance of this Agreement and the other documents, instruments and certifications required or contemplated hereby. 10.8 WAIVER. The Bank shall have delivered to NOVA the Waiver, duly executed by each of the Bank, Humboldt Merchant Services, LP and First National Bank of Arizona. 10.9 DOCUMENTS SATISFACTORY IN FORM AND SUBSTANCE. All agreements, certificates, opinions and other documents delivered by the Bank and Parent to NOVA hereunder shall be in form and substance satisfactory to counsel of NOVA, in the exercise of such counsel's reasonable judgment. ARTICLE XI INDEMNIFICATION 11.1 INDEMNIFICATION BY THE BANK AND PARENT. The Bank and Parent shall jointly and severally indemnify and hold harmless NOVA, its affiliates, their respective successors and assigns, and their respective directors, officers, employees, consultants and agents (each a "NOVA Protected Party") from any liability, loss, damage, diminution in value, cost, claim, consequential damages, suit, action or expense, including reasonable attorneys' and accountants' fees and expenses (collectively, "NOVA Loss"), incurred by a NOVA Protected

Party that results from or arises out of (i) any breach or inaccuracy of any representation or warranty of the Bank or Parent set forth in the Operative Documents, whether such breach or inaccuracy exists or is made as of the Closing Date or the Effective Date; (ii) the breach by the Bank or Parent of any of their covenants or agreements contained in the Operative Documents; (iii) any liability or obligation, contingent or otherwise, of the Bank or Parent, or otherwise arising from or relating to the Bank's Merchant Business, exclusive of the Assumed Liabilities; and (iv) violations of law or governmental rules or regulations or wrongdoing or negligence by the Bank or Parent in performing obligations in connection with this Agreement. 11.2 INDEMNIFICATION BY NOVA. NOVA shall indemnify and hold harmless the Bank and Parent, their affiliates and their respective directors, officers, employees, consultants and 19 agents (each a "Bank Protected Party") from any liability, loss, damage, diminution in value, cost, claim, consequential damages, suit, action or expense, including reasonable attorneys' and accountants' fees and expenses (collectively, "Bank Loss"), incurred by a Bank Protected Party that results from or arises out of (i) any breach or inaccuracy of any representation or warranty of NOVA set forth in the Operative Documents, whether such breach or inaccuracy exists or is made as of the Closing Date or the Effective Date; (ii) the breach by NOVA of any of its covenants or agreements contained in the Operative Documents; (iii) any Assumed Liability; or (iv) violations of law or governmental rules or regulations or wrongdoing or negligence by NOVA in performing obligations in connection with this Agreement. 11.3 SPECIAL INDEMNIFICATION. Without limiting the provisions of Section 11.1 hereof, and notwithstanding anything in this Agreement or any other Operative Document to the contrary, the Bank and Parent shall jointly and severally indemnify and hold harmless NOVA and the NOVA Protected Parties from any NOVA Loss incurred by a NOVA Protected Party that results from or arises out of the application of any provision of the Humboldt Agreements that in any way restricts, impedes or prevents, or is breached or violated by, the Bank's and Parent's execution and delivery of this Agreement and the other Operative Documents to which each is a party, the performance of their obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby. 11.4 LOSS OR ASSERTED LIABILITY. Promptly after (a) becoming aware of circumstances that have resulted in a NOVA Loss or a Bank Loss or potential NOVA Loss or Bank Loss, whichever is applicable ("Loss" or "Losses"), for which any party hereto (the "Indemnitee") intends to seek indemnification under Section 11.1, 11.2 or 11.3, or (b) receipt by the Indemnitee of written notice of any demand, claim or circumstances which, with or without the lapse of time, the giving of notice or both, would give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give written notice thereof (the "Claims Notice") to the other party obligated to provide indemnification pursuant to Section 11.1, 11.2 or 11.3 (the "Indemnifying Party"). The Claims Notice shall describe the Loss or the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by the Indemnitee. The Claims Notice may be amended on one or more occasions with respect to the amount of the Asserted Liability or the Loss at any time prior to final resolution of the obligation relating to the Asserted Liability or the Loss. Failure of the Indemnitee to give promptly the notice required by this Section 11.4 shall not relieve the Indemnifying Party of its obligations to indemnify under this Article XI. 11.5 OPPORTUNITY TO CONTEST. The Indemnifying Party may elect to compromise or contest, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) of the date of the Indemnifying Party's receipt of the Claims Notice notify the Indemnitee or Indemnitees of its intent to do so by giving written notice thereof to the Indemnitee (the "Contest Notice"), and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee (upon further notice to the Indemnifying 20

Party) shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. Anything in this Article XI to the contrary notwithstanding, (i) the Indemnitee shall have the right, at its own cost and expense and for its own account, to compromise or contest any Asserted Liability, and (ii) the Indemnifying Party shall not, without the Indemnitees' written consent, settle or compromise any Asserted Liability or consent to entry of any judgment which does not include an unconditional release of the Indemnitee from all liability in respect of such Asserted Liability. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses to contest any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for, shall make its officers and employees available, on a basis reasonably consistent with their other duties, in connection with, and shall otherwise cooperate with, such defense. 11.6 INDEMNITY CLAIMS. (a) The representations and warranties contained herein, in any other Operative Document, or in any certificate or other document delivered pursuant hereto or in connection herewith shall not be extinguished by the Closing but shall survive the Closing, subject to the limitations set forth in Section 11.6(b) hereof with respect to the time periods within which claims for indemnity must be asserted, and the covenants and agreements of the Bank and NOVA contained herein shall survive without limitation as to time except as may be otherwise specified herein. No investigation or other examination of the Bank or the Merchant Business by NOVA, or its designees or representatives, shall affect the term of survival of any representation or warranty contained herein, in any other Operative Document, or in any certificate or other document delivered pursuant hereto or in connection herewith, or the term of the right of the NOVA Protected Parties or the Bank Protected Parties to seek indemnification as set forth in Section 11.6(b). (b) All claims for indemnification hereunder shall be asserted no later than three (3) years after the Closing Date, except as follows: (i) claims with respect to Losses arising out of or related in any way to the matters described in Sections 11.1(ii), (iii) and (iv), and 11.2(ii), (iii) and (iv) may be made without limitation, except as limited by law; (ii) claims with respect to Losses arising out of or related in any way to claims made by third parties (including federal, state or local authorities or private parties) against any of the NOVA Protected Parties or the Bank Protected Parties with respect to any of the matters described in Section 11.1 hereof may be asserted until, and shall be asserted no later than, thirty (30) days after the expiration of the applicable statute of limitations with respect thereto; and 21 (iii) claims with respect to Losses arising out of or in any way related to the matters described in Section 11.3 may be asserted at any time during which the Marketing Agreement or Non-Competition Agreement remains in effect. (c) Nothing herein shall be deemed to prevent any party hereto from making a claim for a Loss hereunder for potential or contingent claims or demands provided the notice of Loss sets forth the specific basis for any such potential or contingent claim or demand to the extent then feasible and the Indemnitee has reasonable grounds to believe that such a claim or demand may become actual. ARTICLE XII DEFINITIONS AND RULES OF INTERPRETATION 12.1 DEFINITIONS. For purposes of this Agreement, the capitalized terms have the following respective meanings: "AGREEMENT" means this Agreement, including all schedules and exhibits hereto, and, if amended, modified or

supplemented, as the same may be so amended, modified or supplemented from time to time. "AGENT BANK" means a financial institution sponsored by the Bank and for which services related to the Merchant Business are provided to such financial institution and/or its merchants by or on behalf of the Bank. "AGENT BANK AGREEMENT" means an agreement between the Bank and an Agent Bank pursuant to which the Agent Bank and the Bank provide services related to the Merchant Business. "ASSUMED LIABILITIES" means the following liabilities or obligations: (a) the obligations of the Bank arising on or after the Effective Date to perform under the Merchant Agreements assigned to NOVA pursuant to this Agreement; (b) the obligations of the Bank to pay assessments, interchange fees, transaction fees, fines, penalties or other fees or charges to the Credit Card Associations or EFT Networks, provided such obligations relate to transactions which occur both (i) under the Merchant Agreements; and (ii) on or after the Effective Date; (c) chargebacks in respect of any Credit Card transaction processed by NOVA pursuant to a Merchant Agreement if such Credit Card transaction is received by electronic transmission or otherwise under and in compliance with the rules and regulations of Credit Card Associations on and after the Effective Date and other Credit Losses on and after the Effective Date, but only to the extent that such chargeback or other Credit Loss relates to or arises out of an original sales transaction occurring on or after the Effective Date; and (d) any other claims, liabilities or litigation in respect of the Merchant Agreements, the Equipment, and the business conducted in connection with the foregoing, provided that any such claims, liabilities or litigation relates to or arises out of events, transactions or actions or omissions of NOVA on or after the Effective Date. The Assumed Liabilities assumed by NOVA hereunder shall be limited to the liabilities and obligations specified in the immediately preceding sentence and, without limitation of the 22 foregoing, shall not in any event include penalties or fees that may be incurred by the Bank in connection with the termination of the Bank's agreement(s) with any third party service providers (including without limitation Western States Bankcard Association), losses as the result of a chargeback or Credit Loss in respect of any Merchant Agreement that result from transactions, or events, or acts or omissions of the Bank or a merchant which occurred prior to the Effective Date. The Assumed Liabilities assumed by NOVA hereunder with respect to the Merchant Agreements shall be limited further to those contained within the Standard Merchant Agreements. "BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT" means the Bill of Sale and Assignment and Assumption Agreement between the Bank and NOVA in the form of Exhibit 1.2 attached hereto, and if amended, modified or supplemented, as the same may be so amended, modified or supplemented from time to time. "CREDIT CARD" means (i) a VISA card or other card bearing the symbol(s) of VISA U.S.A., Inc. or VISA International, Inc., or (ii) a MasterCard card or other card bearing the symbol(s) of MasterCard International Incorporated. "CREDIT CARD ASSOCIATIONS" means VISA U.S.A., Inc., VISA International, Inc., MasterCard International Incorporated and any successor organizations or associations. "CREDIT LOSS" means any loss resulting from the failure of a Merchant to pay amounts owed by it under a Merchant Agreement. "DEBIT CARD" means a card with a magnetic stripe bearing the symbol(s) of one or more EFT Networks or Credit Card Associations which enables the holder to pay for goods or services by authorizing an electronic debit to the cardholder's designated deposit account. "EFT NETWORKS" means the electronic funds transfer networks identified on Schedule 6.9 attached hereto. "EQUIPMENT" means the point-of-sale terminals, printers and other equipment, supplies, or point-of-sale assets utilized by Merchants, or held for lease, sale or swap to Merchants, and owned or leased by the Bank, and computer equipment and software, office equipment and furniture, and all other equipment used or useful in the Merchant Business as set forth on Schedule 6.5(a) attached hereto.

"EXCLUDED ASSETS" means the assets specified on Schedule 1.1 attached hereto and shall also include, whether or not listed on Schedule 1.1, all rights and obligations of the Bank under any third party contract to which the Bank is a party that is not included in the Assets Sold. "HUMBOLDT AGREEMENTS" means that certain Asset Purchase Agreement dated February 3, 2003 by and among the Bank (as successor-in-interest to Humboldt Bank), First National Bank of Arizona, and Humboldt Merchant Services, LP, together with all agreements and documents referenced therein and contemplated thereby. "INVENTORY" means the imprinters, sales draft forms, application forms, decals and all other merchant supplies of the Bank, as set forth on Schedule 6.5(b), attached hereto. 23 "ISO" means an independent sales organization or other person or entity which is a party to an agreement or understanding with the Bank as of the Closing Date whereby the independent sales organization or other person or entity provides marketing and other services to merchants in connection with the Merchant Business. "ISO AGREEMENT" means an agreement between the Bank and an ISO pursuant to which the ISO is providing marketing and other services in connection with the Merchant Business. "KNOWLEDGE" means, with respect to the Bank, the actual knowledge after due and reasonable inquiry of the Bank's executive and senior operational officers and directors. "MARKETING AGREEMENT" means the Marketing and Sales Alliance Agreement among Parent, the Bank and NOVA in the form of Exhibit 10.4 attached hereto, and if amended, modified or supplemented, as the same may be so amended, modified or supplemented from time to time. "MERCHANT" means any person or entity (other than NOVA or the Bank) (a) who has entered into a Merchant Agreement prior to the Effective Date, or (b) that is identified on Schedule 6.7(a)(iii). "MERCHANT AGREEMENT" means an agreement between the Bank and a Merchant pursuant to which the Merchant undertakes to honor Credit Cards and/or Debit Cards and the Bank agree to accept Credit Card and/or Debit Card transaction records; provided, however, that in no event shall "Merchant Agreement" include any merchant agreement included on Schedule 1.1 as an "Excluded Asset." "MERCHANT BUSINESS" means the providing of point of sale based Credit Card, Debit Card and other card-based transaction processing services and electronic payment and settlement services (including the sale or lease of products and services related thereto) relating to the Assets Sold and the Assumed Liabilities to Merchants and other similar customers, but shall specifically exclude any such activity relating to the Excluded Assets. "MERCHANT BUSINESS EMPLOYEES" means the employees of the Bank who work full-time in connection with the Merchant Business. "NON-COMPETITION AGREEMENT" means the Non-Competition Agreement among Parent, the Bank and NOVA in the form of Exhibit 10.3 attached hereto, and if amended, modified or supplemented, as the same may be so amended, modified or supplemented from time to time. "OPERATIVE DOCUMENTS" means this Agreement, the Marketing Agreement, the Bill of Sale and Assignment and Assumption Agreement, the Non-Competition Agreement, the Waiver and all such other documents, agreements, certificates or instruments executed and delivered in connection herewith. "RESERVE ACCOUNT" means any reserve or hold account established and maintained by Merchants and maintained with the Bank in connection with the Merchant Agreements or the Merchant Business. 24

"STANDARD MERCHANT AGREEMENTS" means the forms of Merchant Agreements attached hereto as Exhibit 6.7(b)(i). "TRANSITION DATE" means August 1, 2005, or any date thereafter if said Transition Date is extended pursuant to Section 3.6. "TRANSITION PERIOD" means the period from the Effective Date through and including the Transition Date. "WAIVER" means that certain Waiver among the Bank, Humboldt Merchant Services, LP and First National Bank of Arizona, in the form of Exhibit 10.8 attached hereto. 12.2 OTHER DEFINITIONS; RULES OF INTERPRETATION. (a) All terms defined herein shall have the defined meanings when used in any Operative Document, certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Singular terms shall include the plural, and vice versa, unless the context otherwise requires. (b) Exhibits and Schedules referenced in this Agreement are deemed to be incorporated herein by reference. The term "including" shall mean "including without limitation." ARTICLE XIII MISCELLANEOUS 13.1 EXPENSES. Except as otherwise specifically provided in this Agreement, each party shall pay its own costs and expenses in connection with this Agreement and the transactions contemplated hereby, including all attorneys' fees, accounting fees and other expenses. 13.2 NOTICES AND PAYMENTS. All notices, demands and other communications hereunder shall be in writing and shall be delivered (i) in person, (ii) by United States mail, certified or registered, with return receipt requested, or (iii) by national overnight courier (e.g., FedEx) as follows: If to the Bank or Parent: Umpqua Holdings Corporation 200 S.W. Market St., Suite 1900 Portland, Oregon 97201 Attention: Daniel A. Sullivan Executive Vice President, Chief Financial Officer 25
with a copy to: (which shall not constitute notice) Umpqua Bank Legal Department P.O. Box 1560 Eugene, Oregon 97440 Attention: Steven L. Philpott, Esq. Executive Vice President, General Counsel NOVA Information Systems, Inc. One Concourse Parkway, Suite 300 Atlanta, Georgia 30328 Attention: Cherie M. Fuzzell, Esq. Executive Vice President and General Counsel NOVA Information Systems, Inc. One Concourse Parkway, Suite 300 Atlanta, Georgia 30328 Attention: Edward M. O'Hare Senior Vice President McKenna Long & Aldridge LLP SunTrust Plaza, Suite 5300 303 Peachtree Street, N.E. Atlanta, Georgia 30308 Attention: Marc C. D'Annunzio, Esq.

If to NOVA:

with a copy to: (which shall not constitute notice)

with a copy to: (which shall not constitute notice)

The persons or addresses to which mailings or deliveries shall be made may be changed from time to time by notice given pursuant to the provisions of this Section 13.2. Any notice, demand or other communication given pursuant to the provisions of this Section 13.2 shall be deemed to have been given on the date actually delivered. 13.3 THIRD-PARTY BENEFICIARIES. No party to this Agreement intends this Agreement to benefit or create any right or cause of action in or on behalf of any person other than the Bank, Parent and NOVA. 13.4 INDEPENDENT CONTRACTORS. Nothing contained in this Agreement or any other Operative Document shall be construed as creating or constituting a partnership, joint venture or agency among the parties to this Agreement. Rather, the parties shall be deemed independent contractors with respect to each other for all purposes. 13.5 SUCCESSORS AND ASSIGNS. All terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement and the rights, privileges, duties and obligations of the parties hereto may not be assigned or delegated by any party without the prior written consent of the other party; provided, however, that such consent shall not be required (a) for the assignment by any party of its rights and privileges hereunder to a person or entity controlling, controlled by or under common control with such party (it being understood that no such assignment shall 26 relieve the assigning party of its duties or obligations hereunder), or (b) for the assignment and delegation by any party of its rights, privileges, duties and obligations hereunder to any person into or with which the assigning party shall merge or consolidate or to which the assigning party shall sell all or substantially all of its assets, provided that upon the request of the non-assigning party the assignee shall formally agree in writing to assume all the rights and obligations of the assigning party created hereby. 13.6 AMENDMENTS AND WAIVERS. This Agreement, any of the instruments referred to herein and any of the provisions hereof or thereof shall not be amended, modified or waived in any fashion except by an instrument in writing signed by the parties hereto. The waiver by a party of any breach of this Agreement by another party shall not operate or be construed as the waiver of the same or another breach on a subsequent occasion, nor shall any delay in exercising any right, power or privilege hereunder constitute a waiver thereof. 13.7 SEVERABILITY OF PROVISIONS. If any provision of this Agreement, or the application of any such provision to any person or circumstance, is invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected by such invalidity or unenforceability. 13.8 COUNTERPARTS; DELIVERY. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. The parties acknowledge that delivery of executed counterparts of this Agreement may be effected by a facsimile transmission or other comparable means, with an original document to be delivered promptly thereafter via overnight courier. 13.9 GOVERNING LAW. This Agreement is made and entered into under the laws of the State of Georgia, and the laws of that State (without giving effect to the principles of conflicts of laws thereof) shall govern the validity and interpretation hereof and the performance by the parties hereto of their respective duties and obligations hereunder. 13.10 SECTION HEADINGS. The headings of Sections contained in this Agreement are for convenience of reference only and do not form a part of this Agreement. 13.11 ENTIRE AGREEMENT. The making, execution and delivery of this Agreement by the parties hereto have been induced by no representations, statements, warranties or agreements other than those herein expressed. This Agreement and the other written instruments specifically referred to herein embody the entire understanding of the parties and supersede in their entirety all prior communication, correspondence, and instruments among the parties with respect to the subject matter hereof, including the Letter of Intent, dated

December 2, 2004, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof. 13.12 PUBLICITY. The timing and content of any and all public statements, announcements or other publicity concerning the transactions contemplated herein shall be mutually agreed upon by Parent and NOVA, which agreement shall not be unreasonably withheld. 27 13.13 SURVIVAL. The representations, warranties, covenants and agreements made by the parties in this Agreement shall survive the Closing. Each party, acknowledging that the other is entitled to rely on its representations, warranties, covenants and agreements in this Agreement in order to preserve the benefit of the bargain otherwise represented by this Agreement, agrees that neither the survival of such representations, warranties, covenants and agreements, nor their enforceability nor any remedies for breaches of them will be affected by any knowledge of a party regardless of when or how such party acquired such knowledge, specifically including disclosures of facts and/or circumstances after the date of this Agreement. (Signatures begin on following page) 28 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Merchant Asset Purchase Agreement as of the date first written above. "BANK": UMPQUA BANK By: Name: Title: "PARENT": UMPQUA HOLDINGS CORPORATION By: Name: Title: "NOVA": NOVA INFORMATION SYSTEMS, INC. By: Name: Title: 29 INDEX OF SCHEDULES AND EXHIBITS
SCHEDULES --------DESCRIPTION -----------

1.1 3.2(a) 3.2(d) 6.5(a) 6.5(b) 6.6(a) 6.6(b) 6.7(a)(i) 6.7(a)(ii) 6.7(a)(iii) 6.7(b) 6.7(c) 6.7(d) 6.7(h) 6.8 6.9 6.10 6.11 6.17(c) 6.18 6.19

Excluded Assets BIN Reconciliation Procedures Reimbursement of Transition Expenses Equipment Inventory Financial Information Annualized Credit Card Sales Volume and Debit Card Sales Volume Merchants Notice of Election to Terminate Merchant Agreements and Exceptions to Credit Card Processing Activity Merchants Not Party to Merchant Agreement Exceptions to Possession of Original Executed Copy of Merchant Agreements Exceptions to Merchant Guarantees Other Agreements American Express, Discover, Diner's Club, JCB Top 50 Merchants EFT Networks Consents and Approvals Leases Exceptions to No Agreements Restricting Competition Exceptions to Agreements in Full Force and Effect Vendors and Suppliers

EXHIBITS -------1.2 6.7(b)(i) 6.7(c) 10.3 10.4 10.8

DESCRIPTION ----------Bill of Sale and Assignment and Assumption Agreement Standard Merchant Agreement Standard Guarantee Non-Competition Agreement Marketing Agreement Waiver

30 MARKETING AND SALES ALLIANCE AGREEMENT THIS MARKETING AND SALES ALLIANCE AGREEMENT (this "Agreement") is made and entered into as of this 21st day of December, 2004 by and among UMPQUA BANK, an Oregon state-chartered bank (the "Bank"), UMPQUA HOLDINGS CORPORATION, an Oregon corporation and the sole shareholder of the Bank ("Parent"), and NOVA INFORMATION SYSTEMS, INC., a Georgia corporation ("NOVA"). BACKGROUND AND PURPOSE A. The Bank has sold to NOVA all of the Bank's merchant transaction processing assets pursuant to that certain Merchant Asset Purchase Agreement dated as of even date herewith by and among the Bank, Parent and NOVA (the "Purchase Agreement"). B. Parent, the Bank and NOVA now desire to enter into, in connection with the Purchase Agreement, a mutually beneficial marketing relationship, as set forth herein. THE AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS 1.1 CERTAIN DEFINED TERMS. For purposes of this Agreement, the following capitalized terms shall have the following meanings:

the following meanings: "AUXILIARY DOCUMENTS" has the meaning set forth in Section 2.1(a) hereof. "CASH ADVANCES" has the meaning set forth in Section 4.1 hereof. "CHANGE OF CONTROL" means, with respect to any person or entity (for purposes of this definition, the "Relevant Party"), any transaction or series of transactions in which: (a) any person acquires or controls, whether directly or indirectly, shares or securities that confer in aggregate more than 50% of the voting rights in the Relevant Party; or (b) any two or more persons actively cooperate in doing, or in procuring the doing, of any act, with the result that one or more of them acquires or controls, whether directly or indirectly, shares or securities that confer in aggregate more than 50% of the voting rights in the Relevant Party.

Notwithstanding the foregoing provisions of this definition, a "Change in Control" shall in no event be deemed to have occurred (x) with respect to any Relevant Party, when any transaction contemplated by this definition is consummated by the Relevant Party with a person or entity that, immediately prior to the consummation of such transaction and at all times thereafter, directly or indirectly, is an affiliate of the Relevant Party, (y) with respect to NOVA, in the event of an underwritten public offering of shares of the capital stock of NOVA or other similar "spin-off" transaction, or (z) with respect to NOVA, in the event of the conclusion of a marketing or referral agency alliance, joint venture or other similar relationship with another entity or financial institution that is entered into for the purposes of marketing, referring or developing Merchant Services. "CONFIDENTIAL INFORMATION" has the meaning set forth in Section 2.8 hereof. "CREDIT CARD" means (i) a VISA card or other card bearing the symbol(s) of VISA U.S.A., Inc. or VISA International, Inc., or (ii) a MasterCard card or other card bearing the symbol(s) of MasterCard International Incorporated, or (iii) any card bearing the symbols of any other Credit Card Association. "CREDIT CARD ASSOCIATIONS" means (i) VISA U.S.A., Inc., (ii) VISA International, Inc., (iii) MasterCard International Incorporated, or (iv) any other Credit Card-sponsoring organization or association that hereafter contracts with the Bank to settle Merchant sales transactions effected with its Credit Cards, and any successor organization or association to any of the foregoing. "CREDIT LOSS" means any loss relating to the failure of a Merchant or Referred Merchant to pay amounts owed by it under a Merchant Agreement or Referred Merchant Agreement. "DEBIT CARD" means a card with a magnetic stripe bearing the symbol(s) of one or more EFT Networks or Credit Card Associations which enables the holder to pay for goods or services by authorizing an electronic debit to the cardholder's designated deposit account. "DUES AND ASSESSMENTS" mean fees charged to NOVA by the Payment Networks and retained by the Payment Networks to fund their operations. The fee consists of a percentage of the total sales transaction as set by each Payment Network. "EFT NETWORK" means the electronic funds transfer networks identified on Schedule 6.9 to the Purchase Agreement, as modified by the addition or deletion of networks from time to time. "FINANCIAL TRANSACTION DEVICE" or "FTD" means any Credit Card, Debit Card and any other financial transaction device, such as a stored value card, electronic card, "smart" card, electronic check or other evolutionary financial transaction device used for the purpose of obtaining credit or debiting consumer accounts, that is now or hereafter effected through transactions with merchants. "INITIAL TERM" has the meaning set forth in Section 6.1 hereof.

2 "INTERCHANGE" means the fee charged by the Payment Networks to NOVA and remitted by the Payment Networks to the card-issuing members. The fee typically consists of a percentage of the total sales transaction plus a per item fee, each as set by each Payment Network. The fee can vary based on the type of merchant, method of authorization and other criteria stipulated by each Payment Network. "INVOLUNTARY BANKRUPTCY PROCEEDING" with respect to a person means that a case or other proceeding shall be commenced against the person or any subsidiary of such person in any court of competent jurisdiction, or through any regulatory agency or body, seeking (i) relief under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect) or under any other applicable laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or composition or adjustment of debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such person, or of all or any substantial part of the assets, domestic or foreign, of such person, or any other similar conservatorship or receivership proceeding instituted or administered by any regulatory agency or body. "LICENSED MARKS" has the meaning set forth in Section 2.5 hereof. "MEMBER" means a financial institution that is a principal, sponsoring, affiliate, or other member of the Payment Networks and, with respect to any Merchant or Referred Merchant, means the member of the Payment Networks that is a party to the Merchant Agreement with respect to such Merchant or Referred Merchant. "MERCHANT AGREEMENT" means an agreement between (i) NOVA and/or the Bank (and a Member), and (ii) a merchant, pursuant to which the merchant undertakes to honor Financial Transaction Devices, and includes, without limitation, all merchant agreements sold, assigned, conveyed and transferred to NOVA by the Bank pursuant to the Purchase Agreement. "MERCHANT DISCOUNT" means the fee charged to Referred Merchants by NOVA for the authorization, processing and settlement of Credit Card and Debit Card transactions. The fee typically consists of a percentage of the total sales transaction volume of a Referred Merchant, as such percentage is agreed by NOVA and the Referred Merchant, plus a per item fee. The fee can vary based on the type of Referred Merchant, method of authorization and other criteria stipulated by NOVA. "MERCHANT SERVICES" means FTD processing services and other related products and services, as provided by (or similar to the services provided by) NOVA and its subsidiaries and affiliates. "NET SALES REVENUE" means, with respect to any Referred Merchant and with respect to any given period of time, the Merchant Discount plus Other Fee Revenue attributable to sales transactions by such Referred Merchant in which a customer utilizes a Credit Card or Debit Card, less Interchange, Dues and Assessments, Credit Losses and rebates, residuals or adjustments due to third parties that are attributable to such Referred Merchant; provided, in no event will Net Sales Revenue be deemed to include revenue attributable to Equipment. "NEW MERCHANT ACCOUNT ROYALTY" has the meaning set forth in Section 2.3(a) hereof. 3 "OTHER FEE REVENUE" means revenue from the following fees to be included in the calculation of Net Sales Revenue: (i) monthly statement fee; (ii) monthly minimum fee; (iii) authorization fees (including American Express, Diners, Discover and JCB); (iv) debit transaction fees; (v) application fees; and (vi) chargeback fees; provided, in no event will Other Fee Revenue be deemed to include revenue attributable to Equipment. "PARENT ENTITY" or "PARENT ENTITIES" means, collectively, each of Parent and the Bank, and each of their respective affiliates and subsidiaries. "PAYMENT NETWORK" means any Credit Card Association, EFT Network or any other organization or association that issues or sponsors a Financial Transaction Device.

"PAYMENT NETWORK REGULATIONS" means, collectively, the rules and regulations promulgated by the Credit Card Associations, the EFT Networks or any other Payment Networks, as applicable. "REFERRED MERCHANT" means a merchant referred to NOVA by the Bank pursuant to, and during the term of this Agreement (including any extensions and renewals hereof) that, as a result of such referral, enters into a Merchant Agreement with NOVA and the Member. "SALE OF ASSETS" means, with respect to any particular party, the sale of all or substantially all of the assets of such party to an unaffiliated third party purchaser; provided, however, that with respect to NOVA, the foregoing definition shall not include a Change in Control of NOVA, U.S. Bancorp or U.S. Bank National Association or an underwritten public offering of shares of the capital stock of NOVA or other similar "spin-off" transaction. "UNDERWRITING GUIDELINES" has the meaning set forth in Section 2.1(b) hereof. "VOLUNTARY BANKRUPTCY PROCEEDING" with respect to a person means that the person or any subsidiary of such person shall (i) commence a voluntary case under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect), (ii) file a petition seeking to take advantage of any other applicable laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or composition or adjustment of debts, or any other similar conservatorship or receivership proceeding instituted or administered by any regulatory agency or body, (iii) consent to or fail to contest, in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other applicable laws or consent to an Involuntary Bankruptcy Proceeding, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a trustee, receiver, custodian, liquidator or similar entity of such person or of all or any substantial part of its assets, domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors, (vii) make a conveyance fraudulent as to creditors under any applicable law, or (viii) take any corporate action for the purpose of effecting any of the foregoing. 1.2 OTHER DEFINITIONAL PROVISIONS. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. Singular terms shall include the plural, and vice versa, unless the context otherwise requires. The words "hereof," "herein" and "hereunder" and words of similar import when used in this 4 Agreement shall refer to this Agreement and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement, unless otherwise specified. The term "including" shall mean "including without limitation." ARTICLE II MARKETING RELATIONSHIP; MERCHANT REFERRALS 2.1 MARKETING; REFERRAL OF MERCHANTS TO NOVA. (a) The Bank will actively, and through the use of all commercially reasonable efforts, cooperate with NOVA, exclusively, in marketing NOVA's Merchant Services to merchants and prospective merchants (including the customers of the Bank). Such marketing services and assistance shall include, without limitation, the distribution by the Bank of promotional and informational materials and supplies relating to the Merchant Services conducted by NOVA and such other services and assistance as may reasonably be requested by NOVA, at NOVA's expense. The Bank shall have the opportunity to review and approve in advance (such approval not to be unreasonably withheld) all merchant applications and merchant agreements to be used in connection with the Merchant Services, including supplies for cash advances to be effected by the Bank. The Bank covenants and agrees that it will only use and provide to merchants the applications and merchant agreements, and advertising, marketing, promotional and other related materials (collectively, "Auxiliary Documents"), supplied by or at the direction of, or approved in writing in advance, by NOVA. From time to time at the reasonable request of NOVA, the Bank will provide enhanced promotional services or opportunities to or on behalf of NOVA such as

the provision of sales or marketing personnel or employee incentives. Further, the Bank shall provide to NOVA such office space at the Bank's locations as reasonably requested by NOVA, and as agreed by the Bank. (b) The Bank agrees to refer exclusively to NOVA any merchants, financial institutions, independent sales organizations, or other associations, institutions, organizations, entities, or persons that inquire about, request, or otherwise evidence an interest, to the Bank's knowledge, in Merchant Services. All such referrals shall be communicated to NOVA by the Bank in a manner to be mutually agreed upon by the parties hereto. Upon any such merchant referral, NOVA shall process such referral and corresponding merchant application in accordance with its practices and procedures, and otherwise in accordance with the credit policy, risk and underwriting guidelines then in effect for each of NOVA and the Member (collectively, the "Underwriting Guidelines"). If the referred merchant meets the Underwriting Guidelines, or if NOVA otherwise desires, then NOVA may attempt, in its sole discretion, to enter into a Merchant Agreement, and arrange for the Member designated by NOVA to enter into a Merchant Agreement, with such merchant providing for the performance of such Merchant Services by NOVA. (c) For the purposes of this Section 2.1, the defined term "Bank" shall include the Bank and any other Parent Entities that now or in the future provide banking services. 5 2.2 SUBSIDIES/CREDIT ENHANCEMENTS. (a) If the Bank refers to NOVA a merchant who desires to receive Merchant Services and meets the Underwriting Guidelines, but such referred merchant is unwilling to offer discount revenue at a rate NOVA would otherwise require, then the Bank shall have the right (exercisable in its sole discretion), but not the obligation, to offer to subsidize such discount revenue by payment to NOVA of such amounts as NOVA may require. The Bank must agree to any such subsidy in writing in the form and upon such terms as are acceptable to NOVA; provided, however, that in no event shall NOVA and the Member be obligated to enter into a Merchant Agreement with any referred merchant with respect to whom the Bank has offered such a subsidy. (b) In the event NOVA or the Member declines to enter into a Merchant Agreement with any referred merchant in accordance with Section 2.1(b), the Bank shall have the right (exercisable in its sole discretion), but not the obligation, to offer to NOVA and the Member such assurances and guarantees (including indemnification and/or credit enhancements), as may be requested by NOVA or the Member, providing that NOVA and the Member will not incur or suffer any losses associated with the acceptance of such referred merchant; provided, however, that in no event shall NOVA or the Member be obligated to enter into a Merchant Agreement with any referred merchant with respect to whom the Bank has offered such assurances or guarantees. (c) NOVA covenants and agrees that any reserve accounts entered into with Merchants in accordance with this Section 2.2 will be held at the Bank. 2.3 PAYMENT OF ROYALTIES. (a) During the term of this Agreement (including any extensions or renewals hereof), and with respect to each Referred Merchant, NOVA shall pay to the Bank (i) a royalty of ten percent (10%) of the Net Sales Revenue processed through NOVA's network by such Referred Merchant and collected by NOVA (the "New Merchant Account Royalty"), and (ii) a one-time flat fee of Fifty Dollars ($50.00) for each Referred Merchant (the "Flat Fee"). (b) The New Merchant Account Royalty and the Flat Fee shall be calculated on a calendar quarter basis and shall be paid, in arrears, within forty-five (45) days of the end of each calendar quarter with respect to which the New Merchant Account Royalty is due hereunder. 2.4 OWNERSHIP OF MERCHANT AGREEMENTS. Each of NOVA, the Bank and Parent acknowledges and agrees that any merchant that is a party to a Merchant Agreement does and shall have a direct business relationship with NOVA. Subject to the Payment Network Regulations, and notwithstanding the Bank being a party to any such Merchant Agreement, or anything to the contrary in any Merchant Agreement, NOVA does and shall own, administer and control the Merchant Agreements and the relationship created thereby (such

control shall include, without limitation, decisions regarding the continuance, amendment, assignment or termination of such Merchant Agreement). The Bank acknowledges and agrees that, with 6 respect to any Merchant Agreement to which the Bank is a party, the Bank shall, upon the request of NOVA, and with respect to any Merchant or Referred Merchant designated by NOVA, assign to NOVA and/or such Member as is designated by NOVA all of the Bank's rights and obligations with respect to the Merchant Agreement relating to such Merchant or Referred Merchant. Upon any such request, the Bank agrees to execute all instruments and documents as may reasonably be requested by NOVA in order to effectuate the assignment of such rights and obligations. The Bank also agrees that NOVA may designate, redesignate, or substitute any Member to be the "Member" under the terms of this Agreement with respect to any merchant that is a party to a Merchant Agreement, and the sponsorship of the Bank's activity hereunder. The Bank agrees to take such steps as may reasonably be requested by NOVA to effect any such change in the Member. 2.5 USE OF BANK'S LICENSED MARKS. The Bank hereby grants to NOVA a limited, non-exclusive, nontransferable, royalty-free license, during the term of this Agreement (including any extensions and renewals hereof), to use the Bank's name and other trademarks and service marks identified on Schedule 2.5 attached hereto (the "Licensed Marks") on FTD transaction slips, in merchant agreements, and in such other Auxiliary Documents furnished to merchants or to prospective merchants to the extent: (i) required by applicable provisions of the Payment Network Regulations; and (ii) as reasonably requested by NOVA. Notwithstanding any termination of such license, the parties acknowledge that they shall not be obligated to recall or retrieve any information, media or document previously distributed on behalf of the Merchant Business conducted hereunder. 2.6 SERVICING AND MONITORING OF MERCHANT BANK CARD ACCOUNTS. The parties hereto agree that all merchant bank card accounts of Merchants and Referred Merchants shall be serviced as follows: (a) Each Referred Merchant and Merchant shall maintain a designated deposit account or accounts at the Bank or another depository institution approved by NOVA and the Member. The Member shall be permitted access to any funds in such account to the extent funds are needed to fund fees, assessments, chargebacks, returned items or any other obligations of a Referred Merchant or Merchant to NOVA, the Member, the Payment Networks, or any FTD issuing bank or account holder. (b) From time to time and upon NOVA's request, the Bank shall use commercially reasonable efforts to assist NOVA in its efforts to monitor the business activities and deposit accounts of Referred Merchants and Merchants. The Bank shall comply with all reasonable requests of NOVA and the Member to conduct investigations, supply information or perform any other act or thing relating to investigating Merchant or Referred Merchant activities and condition. Notwithstanding the foregoing, nothing in this Section 2.6(b) shall be construed to require the Bank to take any action that is in violation of applicable law or regulation or the Bank's deposit agreement with any Merchant or Referred Merchant. 2.7 PAYMENT NETWORK LICENSING. The Bank shall, to the extent required by the rules and regulations of the Payment Networks, obtain and maintain such memberships or licenses with the Payment Networks during the term of this Agreement (including any extensions and 7 renewals hereof) as are necessary for NOVA and the Bank to fully perform their obligations hereunder. The Bank hereby covenants and agrees to comply in all respects with the rules and regulations promulgated by the Payment Networks necessary for the Bank to perform its obligations hereunder. 2.8 CONFIDENTIALITY. (a) NOVA, the Bank and Parent acknowledge that, in the performance of the obligations of each of NOVA, the Bank and Parent under this Agreement, each of the parties will be in possession of confidential and proprietary information of the other parties and of Merchants and Referred Merchants, including customer lists and customer information, customer account numbers and account documentation, the status of any account, pricing information, computer access codes, instruction and/or procedural manuals, business and financial plans, the

information, computer access codes, instruction and/or procedural manuals, business and financial plans, the Operative Documents, and any other data or information in the possession of NOVA, the Bank or Parent which is competitively sensitive and not generally known to the public ("Confidential Information"). NOVA, the Bank and Parent also acknowledge that each of the parties has an obligation to protect and maintain the confidentiality of such Confidential Information. Each of NOVA, Bank and Parent agree to use all reasonable efforts to maintain the confidentiality of such Confidential Information and to not disclose such Confidential Information for any purpose other than to the extent necessary for the performance of the obligations contemplated under this Agreement, the Merchant Agreements, and the Merchant Services conducted in connection herewith and therewith. Each party shall use all reasonable efforts to inform its employees, agents, representatives and independent contractors of the confidential nature of the Confidential Information and to cause them to comply with the terms of this Section 2.8. Notwithstanding the foregoing, the Bank and NOVA acknowledge and agree that the restrictions contained in this Section 2.8 shall not apply to any disclosures of such Confidential Information by NOVA or the Bank, as applicable, in connection with, or as may be required relating to (a) the provision by NOVA of Merchant Services under this Agreement or the other Operative Documents, or otherwise in connection with NOVA's or the Bank's performance of their respective obligations hereunder or thereunder, (b) such disclosure as may be required by applicable law or regulation or Payment Network Regulations, (c) such disclosure as is contained in or required to prepare any financial statements (including the notes thereto), (d) appropriate or necessary disclosure to banking authorities or regulators, including as may result from NOVA's status as an affiliate of U.S. Bancorp or another bank, or (e) disclosure to U.S. Bancorp's Corporate and Compliance Units. The covenants contained in this Section 2.8 shall survive for the term of this Agreement. (b) If NOVA, the Bank or Parent breaches its duties under this Section 2.8, the parties agree that the nonbreaching party will suffer irreparable harm and the total amount of monetary damages therefor will be impossible to calculate and will therefore be an inadequate remedy. Accordingly, the parties agree that the nonbreaching party shall be entitled to temporary and permanent injunctive relief against the breaching party, its employees, agents, representatives, or independent contractors, and the other rights and remedies to which any of them may be entitled at law, in equity and under this Agreement. 8 2.9 NON-FACILITATION OF SOLICITATION. (a) NOVA will not solicit, nor will it knowingly facilitate the solicitation by any Restricted Party of, any Merchant or Referred Merchant that is known to NOVA to have a deposit or credit relationship with the Bank for Banking Products. (b) For purposes of this Section 2.9, the following terms shall have the following meanings: (i) "Banking Products" means business deposit accounts or credit accounts offered by the Bank (other than those related to the Merchant Services offered by NOVA pursuant to this Agreement). (ii) "Restricted Party" means any affiliate of NOVA that sells or markets banking products competitive with the Banking Products offered by the Bank. 2.10 SERVICE LEVELS. (a) Commencing after the Transition Date, during the term of this Agreement, NOVA shall use its commercially reasonable efforts to comply with the service levels set forth on Schedule 2.10 (the "Service Levels"). (b) The Bank and NOVA acknowledge and agree that the Bank's right to terminate this Agreement in connection with or arising out of NOVA's failure to comply with the Service Levels is set forth exclusively in this Section 2.10(b). (i) Failure by NOVA to meet or exceed any of the Service Levels shall not constitute an uncured default of a material obligation of NOVA under Section 6.3(a) hereof unless and until such failure constitutes a "Persistent and Critical Service Failure," as defined below. A "Persistent and Critical Service Failure" will constitute an uncured default of a material obligation of NOVA under Section 6.3(a) hereof, and, as such, will be grounds for

termination of this Agreement pursuant to Section 6.3(a). (ii) In the event that NOVA fails to meet or surpass at least seven of the eight Service Levels listed on Schedule 2.10 in any calendar month during the term hereof (any such failure, a "Service Failure"), such calendar month shall be deemed an "Under-Performance Period," and NOVA shall give the Bank notice thereof, and shall otherwise promptly take commercially reasonable efforts to address and remedy all such Service Failures that contributed to such Under-Performance Period. (iii) In the event of two consecutive Under-Performance Periods, NOVA shall give the Bank notice thereof and, in addition to its obligations set forth in Section 2.10(b)(ii) above, shall be available for daily or weekly calls, at the Bank's discretion, to address, monitor and remedy such Service Failures. 9 (iv) Thereafter, in the event of a third consecutive Under-Performance Period, such circumstance shall be deemed a "Persistent and Critical Service Failure" which shall be grounds for immediate termination of this Agreement pursuant to Section 6.3(a); provided, that if the Bank does not elect to terminate this Agreement pursuant to Section 6.3(a) within sixty (60) days of the occurrence of such Persistent and Critical Service Failure, then such right shall lapse unless and until another Persistent and Critical Service Failure occurs. 2.11 SALE OF AFFECTED MERCHANTS. (a) If, during the term of this Agreement, NOVA concludes a definitive agreement to sell all of the Merchants and Referred Merchants (the "Affected Merchants") to an unaffiliated third party purchaser (a "Potential Purchaser"), then the Bank shall have a right of first refusal (such right to be exercised within thirty (30) days of notice of same) to purchase such Affected Merchants on the terms and subject to the conditions agreed to with such Potential Purchaser. In addition, if NOVA elects to sell the Affected Merchants but cannot locate a Potential Purchaser, then NOVA will enter into good faith negotiations with the Bank to sell such Affected Merchants to the Bank on terms and conditions mutually agreeable to the parties. (b) In no event shall the provisions of this Section 2.11 apply to a Change in Control or a Sale of Assets of NOVA, U.S. Bank National Association or U.S. Bancorp. 2.12 NON-COMPETITION AGREEMENT. The parties hereto acknowledge and agree that in connection with the Purchase Agreement and this Agreement, the parties have entered into the Non-Competition Agreement of even date herewith. ARTICLE III BANK TRANSACTIONS 3.1 GENERALLY. (a) The Bank (for purposes of this Article III, the defined term "Bank" shall be deemed to include any Parent Entity, as the context may require), and NOVA understand and agree that the Bank and/or other Parent Entities may, from time to time, consummate transactions (for purposes of this Article III, a "Transaction") with other financial institutions or other persons or entities (a "Third Party"), through stock or asset acquisition, merger, consolidation, or otherwise, where such Third Party (i) owns a merchant portfolio, and/or (ii) owns bank branches that may be used as a marketing/distribution channel for Merchant Services, and/or (iii) otherwise engages in Merchant Services (any such portfolio, and/or bank branch marketing/distribution channel, and/or other engagement in Merchant Services, being referred to herein as a "New Portfolio"). (b) For purposes of this Article III, any independent, unrelated and unaffiliated Third Party that acquires the Bank in a Change in Control, or acquires all or substantially all of the assets of the Bank, shall be deemed a "Specified Third Party" 10

hereunder and the New Portfolio of the Specified Third Party immediately prior to consummation of such Transaction shall be deemed a "Specified Portfolio" hereunder. (c) With respect to any such Transaction and with respect to any such New Portfolio that is not a Specified Portfolio, the Bank and NOVA shall, through compliance with the terms of this Article III, use commercially reasonable efforts to mutually negotiate and agree upon a transaction pursuant to which NOVA shall, subject to the terms of this Article III, purchase such New Portfolio upon mutually-agreed terms and conditions. (d) The Bank shall notify NOVA of the execution by it or any other Parent Entity of any agreement or entry into any arrangement that, if consummated, would result in a New Portfolio (the "New Portfolio Notice," which shall affirmatively specify whether the New Portfolio is a Specified Portfolio). The Bank shall give such New Portfolio Notice as soon as circumstances and applicable law allow, which the parties contemplate would in no event be later than promptly following the first public announcement of any such agreement. To the extent the New Portfolio is a Specified Portfolio, the provisions of Section 3.2 shall not apply; rather, the provisions of Section 3.3 shall apply. 3.2 NEW PORTFOLIOS THAT ARE NOT SPECIFIED PORTFOLIOS. (a) NOVA, in cooperation with the Bank, shall promptly take commercially reasonable efforts to value the New Portfolio and to plan the process by which such New Portfolio, if purchased by NOVA as herein permitted, would be converted to NOVA's systems and otherwise integrated into NOVA's operations. NOVA and the Bank shall concurrently undertake exclusive negotiations, with respect to the value of the New Portfolio, the consideration proposed to be paid for the New Portfolio, and the proposed timing of such New Portfolio purchase by NOVA. This period of exclusive negotiation shall end not sooner than one hundred eighty (180) days following the consummation of the Transaction that triggers the New Portfolio Notice (or, if later, and with respect to Transactions involving a "Conflicting Processor Agreement," as defined below, one hundred eighty (180) days following the notice of termination or expiration of such Conflicting Processor Agreement) (the "Exclusive Period"). During the Exclusive Period, the Bank and NOVA shall use commercially reasonable efforts to negotiate in good faith a mutually-agreed sales price and other terms and conditions for the purchase by NOVA of such New Portfolio, evidenced by a definitive purchase agreement setting forth final terms of such purchase (a "Definitive Purchase Agreement"). During the Exclusive Period, the Bank and NOVA shall also consider, among other things, whether the Bank would be obligated to make any material payments to terminate any agreements with any existing Merchant Services processor (a "Conflicting Processor Agreement") for such New Portfolio. (b) In the event that the New Portfolio is bound or otherwise encumbered by a Conflicting Processor Agreement, the Bank shall terminate such Conflicting Processor Agreement or, if termination is not allowed, allow such Conflicting Processor Agreement to naturally expire without renewal (including but not limited to providing notice of non11 renewal), in each instance as soon as is reasonably possible so as to allow the negotiated purchase of the New Portfolio by NOVA as herein contemplated to occur. If such Conflicting Processor Agreement includes termination fees, liquidated damages, or other penalties (collectively, "Termination Fees"), NOVA shall have the option of agreeing to pay all of such Termination Fees, thereby requiring the Bank to affirmatively terminate such Conflicting Processor Agreement as soon as practicable following consummation of the transaction contemplated by the Definitive Purchase Agreement. However, if NOVA does not agree to pay all such Termination Fees, the New Portfolio may continue to receive Merchant Services from such provider under such Conflicting Processor Agreement until the earliest termination or natural expiration without renewal (including but not limited to providing notice of non-renewal) of such Conflicting Processor Agreement as herein contemplated, whereupon this Section 3.2 shall continue to be applicable to such New Portfolio. (c) If NOVA and the Bank, after good faith exclusive negotiations as described herein, within the time period described herein, and otherwise in compliance with the procedures described herein, are unable to agree upon the terms of, and enter into, a Definitive Purchase Agreement with respect to a New Portfolio, then the Bank shall have no more than one hundred fifty

(150) days (the "Alternative Sale Period") in which to sell such New Portfolio to an independent, unrelated and unaffiliated third party pursuant to a bidding and sales process, provided that such sales price shall not be less than the fair market value of such New Portfolio, as established by an independent third party appraiser recognized and skilled in valuing businesses engaged in the Merchant Services business. (d) If, after compliance with this Article III, the Bank does not consummate the sale of the New Portfolio within the Alternative Sale Period as herein contemplated, the Bank may operate such New Portfolio within the ordinary course of business and such operation in and of itself shall not be deemed in breach of Article II hereof or Section 2.2 of the Non-Competition Agreement; provided, however, that the provisions of Sections 2.1 and 2.3 of the Non-Competition Agreement shall continue to apply to the Bank. Further, to the extent the Bank later elects to sell, assign or transfer the New Portfolio, the provisions of this Section 3.2 shall once again apply to such sale. 3.3 SPECIFIED PORTFOLIOS. Each Specified Portfolio shall be subject to the provisions of Section 3.4(b) hereof. Further, to the extent the Bank or the Specified Third Party elects to sell, assign or transfer such Specified Portfolio pursuant to a bidding process, then NOVA shall be entitled to participate in such bid process and NOVA, and any offer it shall make, shall be given equal consideration therein. 3.4 NO VIOLATION OF THE NON-COMPETITION AGREEMENT. (a) Non-Specified Portfolios. With respect solely to any applicable New Portfolio that is not a Specified Portfolio, and for so long as the Bank complies with the provisions of this Article III, the operation in the ordinary course of business of the Merchant Services business by the Bank relating solely to such New Portfolio shall not in 12 and of itself be deemed in breach of Article II hereof or Section 2.2 of the Non-Competition Agreement. (b) Specified Portfolios. With respect solely to a Specified Portfolio, the Bank or the Specified Third Party, as the case may be, may in its sole discretion elect to continue to operate the Merchant Services business relating solely to such Specified Portfolio in the ordinary course of business, so long as such operation is not under or in connection with the Bank's branches, name or brand (or otherwise in violation of Section 2.3 of the NonCompetition Agreement) and does not materially interfere with the benefit of the bargain received by NOVA hereunder, and such acts shall not in and of themselves be deemed a breach of Article II hereof or of Section 2.2 of the Non-Competition Agreement; provided, however, that at such time, if ever, as the Bank or the Specified Third Party, as the case may be, elects to sell, assign or transfer, or solicit, consider, or entertain offers to sell, assign or transfer, the Specified Portfolio or the Merchant Services relating thereto, or otherwise elects to discontinue its operation of the Merchant Services business relating to such Specified Portfolio, then it shall promptly give NOVA notice of such decision, whereupon the provisions of Section 3.3 shall apply to such Specified Portfolio. ARTICLE IV CASH ADVANCES 4.1 CASH ADVANCE PROCEDURE. During the term of this Agreement (including any extensions or renewals hereof), the Bank will continue to make advances of cash ("Cash Advances") to holders of Financial Transaction Devices in accordance with the Payment Networks Regulations and NOVA's procedures, and shall cause all records of such Cash Advances to be delivered in accordance with the obligations of the Bank relating to Cash Advances. During the term of this Agreement (including any extensions or renewals hereof), the Bank shall use NOVA and a Member designated by NOVA as the exclusive processor of Cash Advances made by the Bank. In this connection, NOVA will from time to time deploy and update software to the cash advance terminals at the Bank's branches, and will deploy new cash advance terminals at its expense, as and to the extent necessary to permit the Bank to comply with its obligations under this Section 4.1. ARTICLE V REPRESENTATIONS AND WARRANTIES

5.1 REPRESENTATIONS AND WARRANTIES OF THE BANK. The Bank represents and warrants to NOVA as follows: (a) The Bank is a duly organized state-chartered bank, validly existing and in good standing under the laws of the State of Oregon. The Bank has full power and authority to carry on its business as it is now being conducted and to own and operate its properties and assets. 13 (b) The Bank has all requisite power and authority to enter into, adopt and perform all of its obligations under this Agreement. The execution, adoption and delivery of this Agreement have been duly and validly authorized by all necessary action on the part of the Bank, and upon execution and delivery by the other parties hereto, this Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms. (c) Neither the execution and delivery by the Bank of this Agreement nor the performance of this Agreement by the Bank will violate any applicable law, rule or regulation. The performance of this Agreement by the Bank will not violate the Bank's charter or bylaws, or any contract or other instrument to which it is a party or by which it is bound and will not violate any outstanding judgment, order, injunction, law, rule or regulation to which it is subject. (d) There are no actions, suits, claims, governmental investigations or proceedings instituted, pending or, to the knowledge of the Bank, threatened against the Bank or against any asset, interest or right of the Bank, that would, if determined adversely to the Bank, have a material adverse effect on the Bank or would materially adversely affect the ability of the Bank to perform its obligations under this Agreement. 5.2 REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to NOVA as follows: (a) Parent is a duly organized corporation, validly existing and in good standing under the laws of the State of Oregon. Parent has full power and authority to carry on its business as it is now being conducted and to own and operate its properties and assets. Parent owns one hundred percent (100%) of the issued and outstanding capital stock of the Bank, and the Bank is the only Affiliate of Parent that conducts banking business. (b) Parent has all requisite power and authority to enter into, adopt and perform all of its obligations under this Agreement. The execution, adoption and delivery of this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent, and upon execution and delivery by the other parties hereto, this Agreement will constitute a legal, valid and binding obligation of Parent. (c) Neither the execution and delivery by Parent of this Agreement nor the performance of this Agreement by Parent will violate any applicable law, rule or regulation. The performance by Parent of its obligations under this Agreement will not violate Parent's articles of incorporation or bylaws, or any contract or other instrument to which it is a party or by which it is bound and will not violate any outstanding judgment, order, injunction, law, rule or regulation to which it is subject. (d) There are no actions, suits, claims, governmental investigations or proceedings instituted, pending or, to the knowledge of Parent, threatened against Parent or against any asset, interest or right of Parent, that would, if determined adversely to 14 Parent, have a material adverse effect on Parent or would materially adversely affect the ability of Parent to perform its obligations under this Agreement. 5.3 REPRESENTATIONS AND WARRANTIES OF NOVA. NOVA represents and warrants to the Bank and Parent as follows:

(a) NOVA is a duly organized corporation, validly existing and in good standing under the laws of the State of Georgia. NOVA has full power and authority to carry on its business as it is now being conducted and to own and operate its properties and assets. (b) NOVA has all requisite power and authority to enter into, adopt and perform all of its obligations under this Agreement. The execution, adoption and delivery of this Agreement have been duly and validly authorized by all necessary corporate action on the part of NOVA, and upon execution and delivery by the other parties hereto, this Agreement will constitute a legal, valid and binding obligation of NOVA, enforceable against it in accordance with its terms. (c) Neither the execution and delivery by NOVA of this Agreement nor the performance of this Agreement by NOVA will violate any applicable law, rule or regulation. The performance of this Agreement by NOVA will not violate NOVA's articles of incorporation or bylaws, or any contract or other instrument to which it is a party or by which it is bound and will not violate any outstanding judgment, order, injunction, law, rule or regulation to which it is subject. (d) There are no actions, suits, claims, governmental investigations or proceedings instituted, pending or, to the knowledge of NOVA, threatened against NOVA or against any asset, interest or right of NOVA, that would, if determined adversely to NOVA, have a material adverse effect on NOVA or would materially adversely affect the ability of NOVA to perform its obligations under this Agreement. ARTICLE VI TERM AND TERMINATION OF AGREEMENT 6.1 TERM OF AGREEMENT. The term of this Agreement shall extend for an initial term of seven (7) years from the date hereof (the "Initial Term"), and shall thereafter be automatically extended for consecutive two-year renewal terms, provided neither the Bank nor NOVA gives written notice to the other of its intent not to renew not less than one hundred eighty (180) days prior to the expiration of the Initial Term or any renewal term. 6.2 TERMINATION BY NOVA. In the event that: (a) the Bank defaults in the performance of any of its material obligations under this Agreement, and fails to cure such default within thirty (30) days after written notice (which notice indicates that NOVA may terminate this Agreement pursuant to this Section 6.2(a) if such default is not cured as provided herein) and demand for cure by NOVA; provided, however, if, upon receipt of such written notice, the Bank promptly 15 commences and diligently pursues the cure to completion as soon as reasonably possible, then such 30-day period shall be extended for the period of time which is reasonably necessary to cure the default, but in no event more than three months after such written notice; provided, further, that in the event such default remains uncured after the passage of the time period specified herein, that a second notice shall have been sent to the chief executive officer or chief operating officer of the Bank notifying such officer of such uncured default and stating that NOVA intends to terminate the Agreement pursuant to this Section 6.2(a) within ten days thereafter unless the default is cured within then (10) days of the Bank's receipt of such notice; and provided, further, that in the event the Bank disputes that fact (or the fact that the default is a default of a "material obligation"), then the provisions of Section 8.13 shall have been complied with and any such dispute resolved as provided therein; or (b) any material amount due and payable to NOVA by the Bank under this Agreement is not paid within fifteen (15) days after the Bank receives written notice (which notice indicates that NOVA may terminate this Agreement pursuant to this Section 6.2(b) if such non-payment is not cured as provided herein) of such nonpayment, and demand for cure; provided, however, that in the event such non-payment remains uncured after the passage of the time period specified herein, that a second notice shall have been sent to the chief executive officer or chief operating officer of Parent or the Bank notifying such officer of such uncured non-payment and stating that NOVA intends to terminate the Agreement pursuant to this Section 6.2(b) within ten days thereafter unless the default is cured within ten (10) days of the Bank's receipt of such notice; and provided, further, that in the event the Bank disputes that fact (or the fact that such non-payment

is of a "material" amount), then the provisions of Section 8.13 shall have been complied with and any such dispute resolved as provided therein; or (c) there occurs a Voluntary Bankruptcy Proceeding or an Involuntary Bankruptcy Proceeding with respect to Parent or the Bank; then, in any such case, NOVA, at its option, may terminate this Agreement immediately upon written notice to Parent and the Bank. 6.3 TERMINATION BY THE BANK OR PARENT. In the event that: (a) NOVA defaults in the performance of any of its material obligations under this Agreement and fails to cure such default within thirty (30) days after written notice (which notice indicates that the Bank may terminate this Agreement pursuant to this Section 6.3(a) if such default is not cured as provided herein) and demand for cure by the Bank; provided, however, if, upon receipt of such written notice, NOVA promptly commences and diligently pursues the cure to completion as soon as reasonably possible, then such 30-day period shall be extended for the period of time which is reasonably necessary to cure the default, but in no event more than three months after such written notice; provided, further, that in the event such default remains uncured after the passage of the time period specified herein, that a second notice shall have been sent to the chief executive officer or chief operating officer of NOVA notifying such officer of such uncured default and stating that the Bank intends to terminate the Agreement pursuant to 16 this Section 6.3(a) within ten days thereafter unless the default is cured within ten (10) days of NOVA's receipt of such notice; and provided, further, that in the event NOVA disputes that fact (or the fact that the default is a default of a "material obligation"), then the provisions of Section 8.13 shall have been complied with and any such dispute resolved as provided therein; or (b) any material amount due and payable to the Bank by NOVA under this Agreement is not paid within fifteen (15) days after NOVA receives written notice (which notice indicates that the Bank may terminate this Agreement pursuant to this Section 6.3(b) if such non-payment is not cured as provided herein) of such nonpayment, and demand for cure; provided, however, that in the event such non-payment remains uncured after the passage of the time period specified herein, that a second notice shall have been sent to the chief executive officer or chief operating officer of NOVA notifying such officer of such uncured non-payment and stating that the Bank intends to terminate the Agreement pursuant to this Section 6.3(b) within ten days thereafter unless the default is cured within ten (10) days of NOVA's receipt of such notice; and provided, further, that in the NOVA disputes that fact (or the fact that such non-payment is of a "material" amount), then the provisions of Section 8.13 shall have been complied with and any such dispute resolved as provided therein; or (c) there occurs a Voluntary Bankruptcy Proceeding or an Involuntary Bankruptcy Proceeding with respect to NOVA; then, in any such case, Parent or the Bank, at their option, may terminate this Agreement immediately upon written notice to NOVA. 6.4 TERMINATION BY MUTUAL CONSENT. In addition to the circumstances set forth in Section 6.2 and 6.3, this Agreement may be terminated at any time upon the mutual written consent of the Bank, Parent and NOVA. 6.5 EFFECT OF TERMINATION. (a) Upon termination or expiration of this Agreement, (i) NOVA shall pay to the Bank any New Merchant Account Royalties, Flat Fees, and reimbursements for expenses then accrued and properly payable under this Agreement, (ii) each of Parent and the Bank will return to NOVA all materials in their possession provided by NOVA and/or the Member, (iii) NOVA shall return to Parent and the Bank all materials in its possession provided by Parent and/or the Bank (which in no event shall include any of the Assets Sold), and shall discontinue all uses of the Licensed Marks,

(iv) NOVA and NOVA's designated Member shall retain all right, title and interest in and to the Merchant Agreements and Parent and the Bank shall have no interest in such Merchant Agreements, and (v) if a merchant that is party to a Merchant Agreement maintains with the Bank a demand deposit account, NOVA's designated Member shall retain the right to charge such account pursuant to the terms of the applicable Merchant Agreement. (b) Notwithstanding the exercise by any party of its rights under this Article VI, no termination of this Agreement shall relieve any of the parties hereto of its liability 17 for the payment or performance of any obligation accrued prior to the effective date of such termination (including any indemnification obligation arising hereunder, whether or not notice of such indemnification claim has been given before such termination). (c) Notwithstanding the expiration or termination of this Agreement by any party hereto pursuant to this Article VI or otherwise, the Bank shall cooperate with NOVA and shall promptly execute any and all documents and instruments reasonably requested by NOVA in order to effectuate an orderly transition of (i) the Merchant Services provided to any Merchant or Referred Merchant, and (ii) any "Member" responsibilities held by the Bank in connection herewith or therewith (as contemplated by Section 2.4 hereof). ARTICLE VII INDEMNIFICATION 7.1 INDEMNIFICATION BY PARENT AND THE BANK. Parent and the Bank shall jointly and severally indemnify, defend, and hold harmless NOVA, its affiliates, their respective successors and assigns, and their respective officers, directors, employees, consultants, agents and representatives from any liability, loss, damage, cost, claim, diminution in value or expense, including reasonable attorneys' and accountants' fees and expenses, that result from or arise out of (i) the breach or inaccuracy of any of the Bank's or Parent's representations or warranties in this Agreement; or (ii) the breach of any of the Bank's or Parent's covenants or agreements in this Agreement. 7.2 INDEMNIFICATION BY NOVA. NOVA shall indemnify, defend, and hold harmless Parent, the Bank, their affiliates, their respective successors and assigns, and their respective officers, directors, employees, consultants, agents and representatives from any liability, loss, cost, damage, claim, diminution in value or expense, including reasonable attorneys' and accountants' fees and expenses, that result from or arise out of (i) the breach or inaccuracy of any of NOVA's representations or warranties in this Agreement; or (ii) the breach of any of NOVA's covenants or agreements in this Agreement. ARTICLE VIII MISCELLANEOUS 8.1 EXPENSES. Except as otherwise specifically provided in this Agreement, each party shall pay its own costs and expenses in connection with this Agreement and the transactions contemplated hereby, including all attorneys' fees, accounting fees and other expenses. 8.2 NOTICES AND PAYMENTS. Except as otherwise specified herein, all notices, demands and other communications hereunder shall be in writing and shall be delivered (i) in person, or (ii) by United States mail, certified or registered, with return receipt requested, or (iii) by national overnight courier service, as follows: 18 If to the Bank or Parent: Umpqua Holdings Corporation
200 S.W. Market St., Suite 1900 Portland, Oregon 97201

Attention: Daniel A. Sullivan Executive Vice President, Chief Financial Officer with a copy to: (which shall not constitute notice) Umpqua Bank Legal Department P.O. Box 1560 Eugene, Oregon 97440 Attention: Steven L. Philpott, Esq. Executive Vice President, General Counsel NOVA Information Systems, Inc. One Concourse Parkway, Suite 300 Atlanta, Georgia 30328 Attention: Cherie M. Fuzzell, Esq. Executive Vice President and General Counsel NOVA Information Systems, Inc. One Concourse Parkway, Suite 300 Atlanta, Georgia 30328 Attention: Edward M. O'Hare Senior Vice President McKenna Long & Aldridge LLP SunTrust Plaza, Suite 5300 303 Peachtree Street, N.E. Atlanta, Georgia 30308 Attention: Marc C. D'Annunzio, Esq.

If to NOVA:

with a copy to: (which shall not constitute notice)

with a copy to: (which shall not constitute notice)

The persons or addresses to which mailings or deliveries shall be made may be changed from time to time by notice given pursuant to the provisions of this Section 8.2. Any notice, demand or other communication given pursuant to the provisions of this Section 8.2 shall be deemed to have been given on the date actually delivered against proof of receipt therefor. 8.3 THIRD-PARTY BENEFICIARIES. The parties to this Agreement do not intend this Agreement to benefit or create any right or cause of action in or on behalf of any person other than Parent, the Bank, NOVA and Member. 8.4 INDEPENDENT CONTRACTORS. Nothing contained in this Agreement shall be construed as creating or constituting a partnership, joint venture or agency between the parties to this Agreement. Rather, the parties shall be deemed independent contractors with respect to each other for all purposes. 19 8.5 SUCCESSORS AND ASSIGNS. All terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement and the rights, privileges, duties and obligations of the parties hereto may not be assigned or delegated by any party without the prior written consent of the other party; provided, however, that such consent shall not be required (a) for the assignment by any party of its rights and privileges hereunder to a person or entity controlling, controlled by or under common control with such party (it being understood that no such assignment shall relieve the assigning party of its duties or obligations hereunder), or (b) for the assignment and delegation by any party of its rights, privileges, duties and obligations hereunder to any person into or with which the assigning party shall merge or consolidate or to which the assigning party shall sell all or substantially all of its assets, provided that upon request of the non-assigning party the assignee shall formally agree in writing to assume all the rights and obligations of the assigning party created hereby. 8.6 AMENDMENTS AND WAIVERS. This Agreement, any of the instruments referred to herein and any of the provisions hereof or thereof shall not be amended, modified or waived in any fashion except by an instrument in writing signed by the parties hereto. The waiver by a party of any breach of this Agreement by another party shall not operate or be construed as the waiver of the same or another breach on a subsequent occasion, nor shall any delay in exercising any right, power or privilege hereunder constitute a waiver thereof.

8.7 SEVERABILITY OF PROVISIONS. If any provision of this Agreement, or the application of any such provision to any person or circumstance, is invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected by such invalidity or unenforceability. 8.8 COUNTERPARTS; DELIVERY. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. The parties acknowledge that delivery of executed counterparts of this Agreement may be effected by a facsimile transmission or other comparable means, with an original document to be delivered promptly thereafter via overnight courier. 8.9 GOVERNING LAW. This Agreement is made and entered into under the laws of the State of Georgia, and the laws of that State applicable to agreements made and to be performed entirely thereunder (without giving effect to the principles of conflicts of laws thereof) shall govern the validity and interpretation hereof and the performance by the parties hereto of their respective duties and obligations hereunder. 8.10 SECTION HEADINGS. The headings of Sections contained in this Agreement are for convenience of reference only and do not form a part of this Agreement. 8.11 ENTIRE AGREEMENT. The making, execution and delivery of this Agreement by the parties hereto have been induced by no representations, statements, warranties or agreements other than those expressed herein and in the Purchase Agreement. This Agreement, the Purchase Agreement, the Non-Competition Agreement and the other written instruments specifically referred to herein and therein, embody the entire understanding of the parties and supersede in 20 their entirety all prior communication, correspondence, and instruments, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof. 8.12 PUBLICITY. The timing and content of any and all public statements, announcements or other publicity concerning the transactions contemplated herein shall be mutually agreed upon by Parent and NOVA, which agreement shall not be unreasonably withheld. 8.13 DISPUTE RESOLUTION. With the exception of an action to enforce the covenants of Sections 2.4 and 2.8 and Article III hereof, which may be brought in any court of competent jurisdiction, any controversy, dispute or claim arising out of, or in connection with, this Agreement must be settled by final and binding arbitration to be held in Atlanta, Georgia in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association ("AAA") as may be amended from time to time (the "AAA Rules"). Judgment upon an award rendered by the arbitrators may be entered in any court: (i) having jurisdiction thereof, (ii) having jurisdiction over the party against whom enforcement thereof is sought, or (iii) having jurisdiction over any such party's assets. The award shall be rendered by a panel of three (3) arbitrators, who shall be selected in accordance with the AAA Rules. 8.14 FORCE MAJEURE. Notwithstanding any provision to the contrary contained herein, no party hereto shall have any liability to any other party hereto for any failure or deficiency in performance of obligations hereunder occurring by reason of force majeure, meaning factors reasonably beyond the control of the party obligated to perform, including war, conditions or events of nature, civil disturbances, work stoppages, failures of telephone lines and equipment, power failures or fires. 8.15 SURVIVAL. The provisions of Sections 2.4, 2.8, and Articles VII and VIII shall survive the termination of this Agreement. (Signatures on next page) 21 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Marketing and Sales Alliance Agreement as of the date first written above.

Alliance Agreement as of the date first written above. "BANK": UMPQUA BANK By: Name: Title: "PARENT": UMPQUA HOLDINGS CORPORATION By: Name: Title: "NOVA": NOVA INFORMATION SYSTEMS, INC. By: Name: Title: 22 BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT FOR VALUE RECEIVED, the receipt, sufficiency and adequacy of which hereby are acknowledged, UMPQUA BANK, an Oregon state-chartered bank (the "Bank"), hereby does sell, transfer, assign, bargain, convey, deliver, abandon, and set over unto NOVA INFORMATION SYSTEMS, INC., a Georgia corporation ("NOVA"), and its successors and assigns, all of the Bank's right, title, and interest in and to all properties, assets, and rights identified as the "Assets Sold" in Section 1.1 of the Merchant Asset Purchase Agreement dated December 21, 2004, by and among the Bank, Umpqua Holdings Corporation, and NOVA (the "Merchant Asset Purchase Agreement"). The Merchant Asset Purchase Agreement is incorporated herein by this reference. The Bank, for itself and its successors, successors-in-title, and assigns, fully represents, warrants and agrees that: it is the true, lawful, and sole owner of the Assets Sold that are sold transferred, assigned, bargained, conveyed, delivered, abandoned, and set over; it has the full, complete, and lawful right, power, and authority to execute this Bill of Sale and Assignment and Assumption Agreement and to so sell, transfer, assign, bargain, convey, deliver, abandon and set over the Assets Sold; the rights, title and interests in the Assets Sold hereby sold, transferred, assigned, bargained, conveyed, delivered, abandoned and set over constitute good and marketable title to the Assets Sold, free and clear of all security interests, security deeds, liens, restrictions, encumbrances, leases, easements, and claims or rights of third parties of every kind and nature whatsoever; and no other person, firm, corporation or entity of any kind has any claim to or interest in the Assets Sold. From time to time and at all times hereafter, upon the reasonable request of NOVA, the Bank will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances, powers of attorney, and assurances as may be reasonably required by NOVA in order to more effectively carry out the purposes and intents evidenced by this Bill of Sale and Assignment and Assumption Agreement and to transfer the Assets Sold to NOVA.

In furtherance of Section 1.2 of the Merchant Asset Purchase Agreement, NOVA hereby assumes and agrees to pay and discharge all liabilities and obligations which are identified and defined as "Assumed Liabilities" in Section 12.1 of the Merchant Asset Purchase Agreement. This Bill of Sale and Assignment and Assumption Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. (Signatures on following page)

The undersigned parties have caused this Bill of Sale and Assignment and Assumption Agreement to be executed by their duly authorized officers as of the 21st day of December, 2004. "BANK": UMPQUA BANK By: Name: Title: "NOVA": NOVA INFORMATION SYSTEMS, INC. By: Name: Title: 2 NON-COMPETITION AGREEMENT THIS NON-COMPETITION AGREEMENT (this "Agreement") is made and entered into as of this 21st day of December, 2004 by and among UMPQUA BANK, an Oregon state-chartered bank (the "Bank"), UMPQUA HOLDINGS CORPORATION, an Oregon corporation and the sole shareholder of the Bank ("Parent"), and NOVA INFORMATION SYSTEMS, INC., a Georgia corporation ("NOVA"). BACKGROUND AND PURPOSE A. The Bank and NOVA are in the business of providing point-of-sale-based credit card, debit card, and other card-based transaction processing services and electronic payment and settlement services (including the sale or lease of products and services related thereto) to merchants, financial institutions (including associate banks), independent sales organizations, and other similar customers (the "Business"), and the Bank is a party to certain "Merchant Agreements" in connection with the Business. B. The Bank desires to sell to NOVA, and NOVA desires to purchase from the Bank, all of the Bank's assets relating to the Bank's Business, including but not limited to Merchant Agreements, pursuant to the Merchant Asset Purchase Agreement among NOVA, Parent and the Bank of even date herewith (the "Purchase Agreement"), and in connection with the Purchase Agreement, NOVA would assume certain obligations of the Bank. C. In connection with and as a fundamental part of the Purchase Agreement, the Bank, Parent and NOVA would enter into the Marketing and Sales Alliance Agreement of even date herewith (the "Marketing Agreement").

D. NOVA engages in the Business in the United States of America, and NOVA and its assigns will continue to develop and expand its Business throughout the United States of America. E. As a condition precedent to the entering into of the Purchase Agreement and the Marketing Agreement, and in order to protect the goodwill and other value of the Assets Sold (as defined in the Purchase Agreement) and to protect the legitimate business interests of NOVA, NOVA has required the Bank and Parent to enter into this Agreement. THE AGREEMENT NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I DEFINITIONS 1.1 CERTAIN DEFINED TERMS. The following capitalized terms shall have the following meanings for purposes of this Agreement: "AGENT BANK" shall have the meaning given to it in the Purchase Agreement. "ISO" shall have the meaning given to it in the Purchase Agreement. "MERCHANT" shall have the meaning given to it in the Purchase Agreement. "MERCHANT SERVICES" shall have the meaning given to it in the Marketing Agreement. "PERSON" means any of a natural person, corporation, partnership, firm, association, limited liability company, trust, estate or other entity of any kind. "REFERRED MERCHANT" shall have the meaning given to it in the Marketing Agreement. ARTICLE II NON-SOLICITATION; NON-COMPETITION 2.1 NON-SOLICITATION. Each of the Bank and Parent covenants and agrees that, during the term of this Agreement (including any extensions or renewals hereof) and for two (2) years immediately thereafter, neither the Bank nor Parent, nor any of their respective affiliates or subsidiaries, shall, directly or indirectly, whether individually, in partnership, jointly, or in conjunction with, or on behalf of, any Person, solicit or contact any Merchant, Agent Bank, ISO or Referred Merchant, for the purpose, directly or indirectly, of providing or receiving Merchant Services anywhere in the United States. 2.2 NON-COMPETITION. Each of the Bank and Parent covenants and agrees that, during the term of this Agreement (including any extensions or renewals hereof), subject to earlier termination as provided in Section 3.1 below, except to the extent expressly permitted by Article III of the Marketing Agreement, neither the Bank nor Parent, nor any of their respective affiliates or subsidiaries, shall directly or indirectly, whether individually, in partnership, jointly, or in conjunction with, or on behalf of, any Person: (a) engage or participate, directly or indirectly, in the Business in the United States, except for the benefit of NOVA as specifically provided in, and in strict compliance with the terms of, the Marketing Agreement; or (b) provide Merchant Services in the United States to any person or entity, or facilitate, refer, solicit, or otherwise participate or engage in the provision of Merchant Services in the United States to any person or entity, directly or indirectly, except for the benefit of NOVA as specifically provided in, and in strict compliance with the terms

of, the Marketing Agreement. 2 2.3 NO BRANDING OR USE OF NAME OR MARKS. Except for the benefit of NOVA as specifically provided in, and in compliance with terms of, the Marketing Agreement, and without limiting the generality of the covenants set forth in Section 2.1 and 2.2 hereof, the Bank and Parent covenant and agree that no Person shall use or be allowed to use any of the Bank's trade names, trademarks, or service marks, or otherwise publicize in any manner any affiliation with, or sponsorship or endorsement by, Bank or any of its affiliates, in connection with the Business. 2.4 ACKNOWLEDGMENTS. Each of Parent and the Bank acknowledges and agrees that the restrictions set forth in Sections 2.1, 2.2 and 2.3 hereof are reasonable and necessary to protect the legitimate business interests of NOVA, and are reasonable and necessary to protect the goodwill and other value of the Assets Sold (as defined in the Purchase Agreement), the Business of NOVA, and the benefits bargained for by NOVA under the Purchase Agreement and the Marketing Agreement. Each of Parent and the Bank further acknowledges and agrees that the restrictions set forth in Sections 2.1, 2.2 and 2.3 hereof are narrowly drawn, are fair and reasonable in time and territory, and place no greater restraint upon Parent and the Bank than is reasonably necessary to secure the goodwill and other value of the Assets Sold, the Business of NOVA, and the benefits bargained for by NOVA under the Purchase Agreement and the Marketing Agreement. 2.5 REMEDIES. Each of the Bank and Parent acknowledges that a breach of the restrictions contained in Sections 2.1, 2.2 or 2.3 hereof will cause irreparable damage to NOVA, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, each of the Bank and Parent agrees that if it breaches the restrictions contained in Sections 2.1, 2.2 or 2.3 hereof, then NOVA shall be entitled to equitable relief, including but not limited to, injunctive relief, without posting bond or other security unless otherwise required by applicable law, as well as money damages insofar as they can be determined. ARTICLE III TERM AND TERMINATION 3.1 TERM OF AGREEMENT. The parties agree that the term of this Agreement shall extend for an initial term of seven (7) years from the date hereof (the "Initial Term"); provided, however, that the parties hereto acknowledge and agree that the provisions of Section 2.2 hereof shall remain in full force and effect only so long as the Marketing Agreement is in effect and that, upon the effective date of the termination or expiration of the Marketing Agreement, the provisions of Section 2.2 hereof shall be of no further force or effect. 3.2 AUTOMATIC EXTENSION. In the event the Marketing Agreement is extended, renewed or otherwise in effect for a period extending beyond the Initial Term of this Agreement, this Agreement shall remain in full force and effect until such time thereafter as the Marketing Agreement is terminated. 3 ARTICLE IV MISCELLANEOUS 4.1 NOTICES. Except as otherwise specified herein, all notices, demands and other communications hereunder shall be in writing and shall be delivered (i) in person, or (ii) by United States mail, certified or registered, with return receipt requested, or (iii) by national overnight courier service, as follows: If to the Bank or Parent: Umpqua Holdings Corporation
200 S.W. Market St., Suite 1900 Portland, Oregon 97201 Attention: Daniel A. Sullivan

Executive Vice President, Chief Financial Officer with a copy to: (which shall not constitute notice) Umpqua Bank Legal Department P.O. Box 1560 Eugene, Oregon 97440 Attention: Steven L. Philpott, Esq. Executive Vice President, General Counsel NOVA Information Systems, Inc. One Concourse Parkway, Suite 300 Atlanta, Georgia 30328 Attention: Cherie M. Fuzzell, Esq. Executive Vice President and General Counsel NOVA Information Systems, Inc. One Concourse Parkway, Suite 300 Atlanta, Georgia 30328 Attention: Edward M. O'Hare Senior Vice President McKenna Long & Aldridge LLP SunTrust Plaza, Suite 5300 303 Peachtree Street, N.E. Atlanta, Georgia 30308 Attention: Marc C. D'Annunzio, Esq.

If to NOVA:

with a copy to: (which shall not constitute notice)

with a copy to: (which shall not constitute notice)

The persons or addresses to which mailings or deliveries shall be made may be changed from time to time by notice given pursuant to the provisions of this Section 4.1. Any notice, demand or other communication given pursuant to the provisions of this Section 4.1 shall be deemed to have been given on the date actually delivered against proof of receipt therefor. 4 4.2 THIRD-PARTY BENEFICIARIES. The parties to this Agreement do not intend this Agreement to benefit or create any right or cause of action in or on behalf of any person other than Parent, the Bank, and NOVA. 4.3 SUCCESSORS AND ASSIGNS. All terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement and the rights, privileges, duties and obligations of the parties hereto may not be assigned or delegated by any party without the prior written consent of the other party; provided, however, that such consent shall not be required (a) for the assignment by any party of its rights and privileges hereunder to a person or entity controlling, controlled by or under common control with such party (it being understood that no such assignment shall relieve the assigning party of its duties or obligations hereunder), or (b) for the assignment and delegation by any party of its rights, privileges, duties and obligations hereunder to any person into or with which the assigning party shall merge or consolidate or to which the assigning party shall sell all or substantially all of its assets, provided that upon the request of the non-assigning party the assignee shall formally agree in writing to assume all the rights and obligations of the assigning party created hereby. 4.4 AMENDMENTS AND WAIVERS. This Agreement, any of the instruments referred to herein and any of the provisions hereof or thereof shall not be amended, modified or waived in any fashion except by an instrument in writing signed by the parties hereto. The waiver by a party of any breach of this Agreement by another party shall not operate or be construed as the waiver of the same or another breach on a subsequent occasion, nor shall any delay in exercising any right, power or privilege hereunder constitute a waiver thereof. 4.5 SEVERABILITY OF PROVISIONS. If any provision of this Agreement, or the application of any such provision to any person or circumstance, is invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected by such invalidity or unenforceability, and the parties hereto expressly authorize any court of competent jurisdiction to modify any such provision in order that such provision shall be enforced by such court to the fullest extent permitted by applicable law.

4.6 COUNTERPARTS; DELIVERY. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. The parties acknowledge that delivery of executed counterparts of this Agreement may be effected by a facsimile transmission or other comparable means, with an original document to be delivered promptly thereafter via overnight courier. 4.7 GOVERNING LAW. This Agreement is made and entered into under the laws of the State of Georgia and the laws of that State applicable to agreements made and to be performed entirely thereunder (without giving effect to the principles of conflicts of laws thereof) shall govern the validity and interpretation hereof and the performance by the parties hereto of their respective duties and obligations. 4.8 SECTION HEADINGS. The headings of Sections contained in this Agreement are for convenience of reference only and do not form a part of this Agreement. 5 4.9 ENTIRE AGREEMENT. The making, execution and delivery of this Agreement by the parties hereto have been induced by no representations, statements, warranties or agreements other than those herein expressed and expressed in the Purchase Agreement and the Marketing Agreement. This Agreement, the Purchase Agreement the Marketing Agreement, and the other written instruments specifically referred to herein and therein, embody the entire understanding of the parties and supersede in their entirety all prior communication, correspondence, and instruments, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof. 4.10 PUBLICITY. The timing and content of any and all public statements, announcements or other publicity concerning the transactions contemplated herein shall be mutually agreed upon by Parent and NOVA, which agreement shall not be unreasonably withheld. 4.11 DISPUTE RESOLUTION. With the exception of an action by NOVA to enforce the covenants of Article II hereof, which may be brought in any court of competent jurisdiction, any controversy, dispute or claim arising out of, or in connection with, this Agreement must be settled by final and binding arbitration to be held in Atlanta, Georgia in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association ("AAA") as may be amended from time to time (the "AAA Rules"). Judgment upon an award rendered by the arbitrators may be entered in any court: (i) having jurisdiction thereof, (ii) having jurisdiction over the party against whom enforcement thereof is sought, or (iii) having jurisdiction over any such party's assets. The award shall be rendered by a panel of three (3) arbitrators, who shall be selected in accordance with the AAA Rules. 4.12 SURVIVAL. The provisions of Sections 2.1 and 2.4 and Article IV shall survive the termination or expiration of this Agreement. (Signatures begin on next page) 6 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Non-Competition Agreement as of the date first written above. "BANK": UMPQUA BANK By: Name: Title: "PARENT":

UMPQUA HOLDINGS CORPORATION By: Name: Title: "NOVA": NOVA INFORMATION SYSTEMS, INC. By: Name: Title: 7 EXHIBIT 10.6 BENJAMIN FRANKLIN PLAZA PORTLAND, OREGON OFFICE LEASE AGREEMENT BETWEEN OR-BF PLAZA LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("LANDLORD") AND UMPQUA BANK, AN OREGON STATE CHARTERED BANK ("TENANT")

OFFICE LEASE AGREEMENT THIS OFFICE LEASE AGREEMENT (the "LEASE") is made and entered into as of the _____ day of ___________, 2004, by and between OR-BF PLAZA LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("LANDLORD") and UMPQUA BANK, AN OREGON STATE CHARTERED BANK ("TENANT"). The following exhibits and attachments are incorporated into and made a part of this Lease: EXHIBIT A-1 (Outline and Location of Suite 100), EXHIBIT A-2 (Outline and Location of Suite 1200), EXHIBIT A-3 (Outline and Location of First Must-Take Space), EXHIBIT A-4 (Outline and Location of Suite 1900 Offering Space), EXHIBIT A-5 (Outline and Location of ATM/Night Depository Area), Exhibit B (Expenses and Taxes), EXHIBIT C (Work Letter), EXHIBIT D (Commencement Letter), EXHIBIT E (Building Rules and Regulations), EXHIBIT F (Additional Provisions), EXHIBIT F-1 (Location of Customer Parking Spaces), Exhibit G (Form of Guaranty), EXHIBIT H (Janitorial Specifications) and EXHIBIT I (Suite 900 Lease Termination Agreement). 1. BASIC LEASE INFORMATION. 1.01 "BUILDING" shall mean the building located at One SW Columbia, Portland, Oregon 97258, commonly known as Benjamin Franklin Plaza. "RENTABLE SQUARE FOOTAGE OF THE BUILDING" is deemed to be 271,573 square feet. 1.02 "PREMISES" shall mean the area shown on EXHIBIT A to this Lease. The Premises is located on the first

(1st) and twelfth (12th) floors and known as suites 100 and 1200. If the Premises include one or more floors in their entirety, all corridors and restroom facilities located on such full floor(s) shall be considered part of the Premises. The "RENTABLE SQUARE FOOTAGE OF THE PREMISES" is deemed to be 25,184 square feet, as follows: Suite 100 contains 8,020 rentable square feet, and Suite 1200 contains 17,164 rentable square feet. Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building and the Rentable Square Footage of the Premises are correct. The parties acknowledge that pursuant to Section 5 of EXHIBIT F attached hereto, Tenant is obligated to expand the Premises to include additional space, defined in EXHIBIT F as the "First Must Take Space", on or about May 1, 2006. 1.03 "BASE RENT": (a) Suite 100:
ANNUAL RATE PER SQUARE FOOT --------------$20.00 $23.00 $23.92 $24.88 $25.88 MONTHLY BASE RENT ---------$13,366.67 $15,371.67 $15,986.53 $16,628.13 $17,296.47

PERIOD -----------------------------------DECEMBER 1, 2004 - JULY 31, 2009 AUGUST 1, 2009 - NOVEMBER 30, 2010 DECEMBER 1, 2010 - NOVEMBER 30, 2012 DECEMBER 1, 2012 - NOVEMBER 30, 2014 DECEMBER 1, 2014 - NOVEMBER 30, 2016

Notwithstanding anything in the schedule set forth in this Section 1.03(a) to the contrary, so long as Tenant is not in default under this Lease, Tenant shall be entitled to an abatement of Base Rent in the amount of $13,366.67 per month for 7 consecutive full calendar months of the Term, beginning with the 1st full calendar month of the Term (the "Suite 100 Base Rent Abatement Period"). The total amount of Base Rent abated during the Suite 100 Base Rent Abatement Period shall equal $93,566.69 (the "Suite 100 Abated Base Rent"). If Tenant defaults at any time during the Term and fails to cure such default within any applicable cure period under the Lease, all then (i.e., as of the date of the default) unamortized Suite 100 Abated Base Rent (assuming amortization of Suite 100 Abated Base Rent over the Term on a straight-line basis) shall immediately become due and payable. The payment by Tenant of the unamortized Suite 100 Abated Base Rent in the event of a default shall not limit or affect any of Landlord's other rights, pursuant to this Lease or at law or in equity. During the Suite 100 Base Rent Abatement Period, only Base Rent shall be abated, and all Suite 100 Additional Rent and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions of this Lease. 1 (b) Suite 1200:
ANNUAL RATE PER SQUARE FOOT --------------$22.50 $23.40 $24.34 $25.31 $26.32 $27.37 MONTHLY BASE RENT ---------$32,182.50 $33,469.80 $34,814.31 $36,201.74 $37,646.37 $39,148.22

PERIOD -----------------------------------DECEMBER 1, 2004 - NOVEMBER 30, 2006 DECEMBER 1, 2006 - NOVEMBER 30, 2008 DECEMBER 1, 2008 - NOVEMBER 30, 2010 DECEMBER 1, 2010 - NOVEMBER 30, 2012 DECEMBER 1, 2012 - NOVEMBER 30, 2014 DECEMBER 1, 2014 - NOVEMBER 30, 2016

Notwithstanding anything in the schedule set forth in this Section 1.03(b) to the contrary, so long as Tenant is not in default under this Lease, Tenant shall be entitled to an abatement of Base Rent in the amount of $32,182.50 per month for 6 consecutive full calendar months of the Term, beginning with the 1st full calendar month of the Term (the "Suite 1200 Base Rent Abatement Period"). The total amount of Base Rent abated during the Suite 1200 Base Rent Abatement Period shall equal $193,095.00 (the "Suite 1200 Abated Base Rent"). If Tenant defaults at any time during the Term and fails to cure such default within any applicable cure period under the Lease, all then (i.e., as of the date of the default) unamortized Suite 1200 Abated Base Rent (assuming amortization of Suite 1200 Abated Base Rent on a straight-line basis over the Term) shall immediately become due and payable. The payment by Tenant of the unamortized Suite 1200 Abated Base Rent in the event of a default shall not limit or affect any of Landlord's other rights, pursuant to this Lease or at law or in equity. During

the Suite 1200 Base Rent Abatement Period, only Base Rent shall be abated, and all Additional Rent and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions of this Lease. 1.04 "TENANT'S PRO RATA SHARE": 9.2734%. 1.05 "BASE YEAR" for Taxes (defined in EXHIBIT B): 2005; "BASE YEAR" for Expenses (defined in EXHIBIT B): 2005. 1.06 "TERM": A period of 144 months. The Term shall commence (retroactively) on December 1, 2004 (the "COMMENCEMENT DATE") and, unless terminated early in accordance with this Lease, end on November 30, 2016 (the "TERMINATION DATE"). 1.07 "ALLOWANCE": $30.00 multiplied by the Rentable Square Footage of the Premises (inclusive of the First Must-Take Space) per EXHIBIT C (Work Letter). 1.08 "SECURITY DEPOSIT": None. 1.09 "GUARANTOR(S)": Umpqua Holdings Corporation, an Oregon corporation. Concurrent with Tenant's execution and delivery of this Lease, Tenant shall cause each Guarantor, if any, to execute and deliver a guaranty in favor of Landlord on the form attached hereto as EXHIBIT G. 1.10 "BROKER(S)": Landlord: Doug Bean & Associates.

Tenant: Norris Beggs & Simpson. 1.11 "PERMITTED USE": General office use; provided that, in no event shall any portion of the Premises located on the 10th floor of the Building be used for the operation of a business offering accounting services or consulting services, so long as an existing (as of the date of this Lease) lessee's prohibition on accounting services or consulting services on the 10th floor of the Building survives. 2 1.12 "NOTICE ADDRESS(ES)": Landlord: Tenant: OR-BF Plaza Limited Partnership Umpqua Bank c/o Equity Office Management, L.L.C. _________________________
One SW Columbia Suite 300 Portland, Oregon 97258 Attn: Property Manager _________________________ _________________________ Attn: ___________________ With a copy to: Umpqua Holdings Corp., 200 S.W. Market Street, Suite 1900 Portland, Oregon 97201 Attn: Daniel Sullivan Executive Vice President and CFO

A copy of any notices to Landlord shall be sent to Equity Office, One Market, Spear Tower, Suite 600, San Francisco, California 94105, Attn: Seattle Regional Counsel. 1.13 "BUSINESS DAY(S)" are Monday through Friday of each week, exclusive of New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day ("HOLIDAYS"). Landlord may designate as additional Holidays, national or state holidays that are commonly recognized by a substantial number of other office buildings in the area where the Building is located. "BUILDING SERVICE HOURS" are 7:00

A.M. to 6:00 P.M. on Business Days and 8:00 A.M. to 1:00 P.M. on Saturdays. 1.14 "LANDLORD WORK" means the work that Landlord is obligated to perform in the Premises pursuant to a separate agreement (the "WORK LETTER"), attached to this Lease as EXHIBIT C. 1.15 "PROPERTY" means the Building and the parcel(s) of land on which it is located and, the parking facilities and other improvements, if any, serving the Building and the parcel(s) of land on which they are located. 2. LEASE GRANT. The Premises are hereby leased to Tenant from Landlord, together with the right to use any portions of the Property that are designated by Landlord for the common use of tenants and others (the "COMMON AREAS"). 3. ADJUSTMENT OF COMMENCEMENT DATE; POSSESSION. 3.01 The Landlord Work shall be deemed to be "SUBSTANTIALLY COMPLETE" on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant's use of the Premises. The parties expressly acknowledge that the Commencement Date is anticipated to occur prior to the Substantial Completion of the Landlord Work or Tenant's occupancy of the Premises. 3.02 Subject to Landlord's obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in "as is" condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. 3.03 Notwithstanding the foregoing, if Landlord has not delivered the Premises to Tenant for the commencement of Tenant's Initial Alterations (as described in EXHIBIT C) on or before March 31, 2005 (the "Outside Delivery Date"), Tenant, as its sole remedy, may terminate this Lease by giving Landlord written notice of termination on or before the earlier to occur of: (i) 5 Business Days after the Outside Delivery Date; and (ii) the date Landlord so delivers the Premises to Tenant. In such event, this Lease shall be deemed null and void and of no further force and effect and Landlord shall promptly refund any prepaid rent previously advanced by Tenant under this Lease and, so long as Tenant has not previously 3 defaulted under any of its obligations under the Work Letter, the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. The Outside Delivery Date shall be postponed by the number of days the date of Substantial Completion of the Landlord Work is delayed due to (i) the acts omissions of Tenant or (ii) events of Force Majeure. Notwithstanding anything herein to the contrary, if Landlord determines in good faith that it will be unable to deliver the Premises to Tenant by the Outside Delivery Date, Landlord shall provide Tenant with written notice (the "Delivery Date Extension Notice") of such inability, which Delivery Date Extension Notice shall set forth the date on which Landlord reasonably believes that the date of delivery will occur. Upon receipt of the Delivery Date Extension Notice, Tenant shall have the right to terminate this Lease by providing written notice of termination to Landlord within 5 Business Days after the date of delivery of the Delivery Date Extension Notice. If Tenant does not terminate this Lease within such 5 Business Day period, the Outside Delivery Date automatically shall be amended to be the date set forth in

Landlord's Delivery Date Extension Notice. 4. RENT. 4.01 Tenant shall pay Landlord, without any setoff or deduction, unless expressly set forth in this Lease, all Base Rent and Additional Rent due for the Term (collectively referred to as "RENT"). "ADDITIONAL RENT" means all sums (exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease. Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income taxes), if any, imposed upon or measured by Rent. Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first day of each calendar month without notice or demand, provided that the installment of Base Rent for the first full calendar month of the Term, and the first monthly installment of Additional Rent for Expenses and Taxes, shall be payable upon the execution of this Lease by Tenant. All other items of Rent shall be due and payable by Tenant on or before 30 days after billing by Landlord. Rent shall be made payable to the entity, and sent to the address, Landlord designates and shall be made by good and sufficient check or by other means acceptable to Landlord. Tenant shall pay Landlord an administration fee equal to 5% of all past due Rent, provided that Tenant shall be entitled to a grace period of 5 Business Days for the first 2 late payments of Rent in a calendar year. In addition, past due Rent shall accrue interest at 12% per annum. Landlord's acceptance of less than the correct amount of Rent shall be considered a payment on account of the earliest Rent due. Rent for any partial month during the Term shall be prorated. No endorsement or statement on a check or letter accompanying payment shall be considered an accord and satisfaction. Tenant's covenant to pay Rent is independent of every other covenant in this Lease. 4.02 Tenant shall pay Tenant's Pro Rata Share of Taxes and Expenses in accordance with EXHIBIT B of this Lease. 5. COMPLIANCE WITH LAWS; USE. The Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity whether in effect now or later, including the Americans with Disabilities Act ("ADA") ("LAW(S)"), regarding the occupation of the Premises and the use, condition, configuration and occupancy of the Premises. In addition, Tenant shall, at its sole cost and expense, promptly comply with any Laws that relate to the "Base Building" (defined below), but only to the extent such obligations are triggered by Tenant's use of the Premises, other than for general office use, or Alterations or improvements in the Premises performed or requested by Tenant. As of the date hereof, Landlord has not received any currently applicable notice from any governmental agencies that the Building is in violation of applicable Laws (including, without limitation, Title III of the ADA). Except to the extent properly included in Expenses, Landlord shall be responsible for the cost of correcting any violations of applicable Laws, including Title III of the ADA, with respect to the Common Areas of the Building. Notwithstanding the foregoing, Landlord shall have the right to contest any alleged violation in good faith, including, without limitation, the right to apply for and obtain a waiver or deferment of compliance, the right to assert any and all defenses allowed by Law and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by Law. Landlord, after the exhaustion of any and all rights to appeal or contest, will make all repairs, additions, alterations or improvements necessary to comply with the terms of any final order or judgment. "BASE BUILDING" shall include the structural portions of the Building, the public restrooms and the Building mechanical, electrical and plumbing systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. Tenant shall promptly provide Landlord with copies of any notices it receives regarding an alleged violation of Law. Tenant shall comply with the rules and regulations of the Building attached as EXHIBIT E and such other reasonable rules and regulations adopted by Landlord from time to time, including rules and regulations for the performance of Alterations (defined in Section 9). 6. SECURITY DEPOSIT. The Security Deposit, if any, shall be delivered to Landlord upon the execution of this Lease by Tenant and held by Landlord without liability for interest (unless required by Law) as security for the performance of Tenant's obligations. The Security Deposit is not an advance payment of Rent or a 4

measure of damages. Landlord may use all or a portion of the Security Deposit to satisfy past due Rent or to cure any Default (defined in Section 18) by Tenant. If Landlord uses any portion of the Security Deposit, Tenant shall, within 5 days after demand, restore the Security Deposit to its original amount. Landlord shall return any unapplied portion of the Security Deposit to Tenant within 45 days after the later to occur of: (a) determination of the final Rent due from Tenant; or (b) the later to occur of the Termination Date or the date Tenant surrenders the Premises to Landlord in compliance with Section 25. Landlord may assign the Security Deposit to a successor or transferee and, following the assignment, Landlord shall have no further liability for the return of the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts. 7. BUILDING SERVICES. 7.01 Landlord shall furnish Tenant with the following services: (a) water for use in the Base Building lavatories; (b) customary heat and air conditioning in season during Building Service Hours. Tenant shall have the right to receive HVAC service during hours other than Building Service Hours by paying Landlord's then standard charge for additional HVAC service and providing such prior notice as is reasonably specified by Landlord; as of the date hereof, Landlord's charge for after hours HVAC service is $42.50 per hour, per floor, subject to change from time to time; any such increase in Landlord's charge for after-hours HVAC shall be reasonably consistent with the charges for similar services incorporated by owners of other class "A" buildings in Portland, Oregon for after-hours HVAC service and shall be based upon (x) the actual cost incurred by Landlord to supply such afterhours HVAC on an hourly basis and (y) increased wear and tear and depreciation of equipment to provide such after-hours HVAC, as reasonably estimated by Landlord in good faith; (c) standard janitorial service on Business Days in accordance with the cleaning specifications attached hereto as EXHIBIT H, or such other reasonably comparable specifications designated by Landlord from time to time; (d) Elevator service; (e) Electricity in accordance with the terms and conditions in Section 7.02; (f) Access to the Building for Tenant and its employees 24 hours per day/7 days per week, subject to the terms of this Lease and such security or monitoring systems as Landlord may reasonably impose, including, without limitation, sign-in procedures and/or presentation of identification cards; and (g) such other services as Landlord reasonably determines are necessary or appropriate for the Property. Subject to Force Majeure, the interruption described in Section 7.03 below, and the damage described in Article 16, and to the provisions of Section 7.02 below regarding excessive electrical consumption, electrical service, lighting, water and elevator service will be available 24 hours per day, 7 days per week. Landlord additionally will provide for garbage and recycling pick-up as required by the City of Portland. 7.02 Electricity used by Tenant in the Premises shall, at Landlord's option, be paid for by Tenant either: (a) through inclusion in Expenses (except as provided for excess usage); (b) by a separate charge payable by Tenant to Landlord; or (c) by separate charge billed by the applicable utility company and payable directly by Tenant. Without the consent of Landlord, Tenant's use of electrical service shall not exceed, either in voltage, rated capacity, use beyond Building Service Hours or overall load, that which Landlord reasonably deems to be standard for the Building. For purposes hereof, the "electrical standard" for the Building is an overall load of 5 watts per square foot of usable floor area for all building standard overhead lighting located within the Premises which requires a voltage of 480/277 volts and all equipment located and operated within the Premises which requires a voltage of 120/208 volts single phase or less, it being understood that electricity required to operate the Base Building HVAC system is not included within or deducted from such 5 watts per square foot. Landlord shall have the right to measure electrical usage by commonly accepted methods. If it is determined that Tenant is using excess electricity, Tenant shall pay Landlord for the cost of such excess electrical usage as Additional Rent. 7.03 Landlord's failure to furnish, or any interruption, diminishment or termination of services due to the application of Laws, the failure of any equipment, the performance of repairs, improvements or alterations, utility interruptions or the occurrence of an event of Force Majeure (defined in Section 26.03) (collectively a

"SERVICE FAILURE") shall not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement. However, if the Premises, or a material portion of the Premises, are made untenantable for a period in excess of 3 consecutive Business Days as a result of a Service Failure that is reasonably within the control of Landlord to correct, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the 4th consecutive Business Day of the Service Failure and ending on the day the service has been restored. If the entire 5 Premises have not been rendered untenantable by the Service Failure, the amount of abatement shall be equitably prorated. 8. LEASEHOLD IMPROVEMENTS. All improvements in and to the Premises, including any Alterations (collectively, "LEASEHOLD IMPROVEMENTS") shall remain upon the Premises at the end of the Term without compensation to Tenant; provided, however, that trade fixtures of Tenant which are affixed to the Premises may be removed by Tenant on or before the end of the Term, so long as Tenant, at Tenant's sole cost, repairs any damage caused by the removal of such trade fixtures to Landlord's reasonable satisfaction. Landlord, however, by written notice to Tenant at least 30 days prior to the Termination Date, may require Tenant, at its expense, to remove (a) any Cable (defined in Section 9.01) installed by or for the benefit of Tenant, and (b) any Landlord Work or Alterations that, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as "REQUIRED REMOVABLES"). However, it is agreed that Required Removables shall not include any usual office improvements such as gypsum board, partitions, ceiling grids and tiles, fluorescent lighting panels, Building standard doors and non-glued down carpeting. Required Removables shall include, without limitation, internal stairways, raised floors, personal baths and showers, vaults, the ATM (defined in EXHIBIT F), rolling file systems and structural alterations and modifications. The designated Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant's expense. Provided that Tenant, in Tenant's request for approval of any Leasehold Improvements, expressly requests that Landlord designate whether any of the proposed Leasehold Improvement will constitute Required Removables, Landlord will advise Tenant in writing as to which portions, if any, of the subject Leasehold Improvements are Required Removables concurrently with Landlord's approval of proposed plans and specifications describing any such Leasehold Improvements. 9. REPAIRS AND ALTERATIONS. 9.01 Tenant shall promptly provide Landlord with notice of any such conditions. Tenant shall, at its sole cost and expense, perform all maintenance and repairs to the Premises that are not Landlord's express responsibility under this Lease, and keep the Premises in good condition and repair, reasonable wear and tear excepted. Tenant's repair and maintenance obligations include, without limitation, repairs to: (a) floor covering; (b) interior partitions; (c) doors (including exterior doors); (d) the interior side of demising walls; (e) electronic, phone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant (collectively, "CABLE"); (f) supplemental air conditioning units, kitchens, including hot water heaters, plumbing, and similar facilities exclusively serving Tenant; and (g) Alterations. For avoidance of doubt, Tenant is not responsible for the day to day maintenance of ductwork, cabling and utility lines above the dropped ceiling in the Premises which ductwork, cabling and utility lines serve the Building and/or Common Areas generally, as opposed to the Premises specifically. To the extent Landlord is not reimbursed by insurance proceeds (so long as such lack of reimbursement is not due to Landlord's failure to maintain the insurance coverage required under Article 14 below), Tenant shall reimburse Landlord for the cost of repairing damage to the Building caused by the acts of Tenant, Tenant Related Parties and their respective contractors and vendors. If Tenant fails to commence any repairs to the Premises for more than 15 days after notice from Landlord (although notice shall not be required in an emergency), and thereafter to diligently prosecute such repairs to completion, Landlord may make the repairs, and Tenant shall pay the reasonable cost of the repairs, together with an administrative charge in an amount equal to 5% of the cost of the repairs.

9.02 Landlord shall keep and maintain in good repair and working order, commensurate with the maintenance levels of other "Class A" office buildings in Portland, Oregon, the: (a) structural elements of the Building; (b) mechanical (including HVAC), electrical, plumbing and fire/life safety systems serving the Building in general (including (x) utility lines to the point of entry to the Premises, regardless of whether such utility lines serve the Premises exclusively); and (y) ductwork and utility lines within the Premises which serve the Building generally); (c) Common Areas; (d) roof of the Building; (e) exterior windows of the Building; and (f) elevators serving the Building. Landlord shall promptly make repairs for which Landlord is responsible. 9.03 Tenant shall not make alterations, repairs, additions or improvements or install any Cable (collectively referred to as "ALTERATIONS") without first obtaining the written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. However, Landlord's consent shall not be required for any Alteration that satisfies all of the following criteria (a "COSMETIC ALTERATION"): (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or Building; (c) will not affect the Base Building; and (d) does not require work to be performed inside the walls or above the ceiling of the Premises. Cosmetic Alterations shall be subject to all the other provisions of this Section 9.03. Prior to starting work, Tenant shall furnish Landlord with plans and specifications; names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with 6 respect to Base Building); required permits and approvals; evidence of contractor's and subcontractor's insurance in amounts reasonably required by Landlord and naming Landlord as an additional insured; and any security for performance in amounts reasonably required by Landlord. Changes to the plans and specifications must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved by Landlord. Tenant shall reimburse Landlord for any sums reasonably paid by Landlord for third party examination of Tenant's plans for non-Cosmetic Alterations. In addition, Tenant shall pay Landlord a fee for Landlord's oversight and coordination of any non-Cosmetic Alterations equal to 5% of the cost of the Alterations. Upon completion, Tenant shall furnish "as-built" plans for non-Cosmetic Alterations, completion affidavits and full and final waivers of lien. Landlord's approval of an Alteration shall not be deemed a representation by Landlord that the Alteration complies with Law. 10. ENTRY BY LANDLORD. 10.01 Landlord may enter the Premises to inspect, show or clean the Premises or to perform or facilitate the performance of repairs, alterations or additions to the Premises or any portion of the Building. Except in emergencies or to provide Building services, Landlord shall provide Tenant with reasonable prior notice of entry (which notice may be telephonic except in the case of scheduled, non-emergency repairs or inspections, in which event written notice will be provided) and shall use reasonable efforts to minimize any interference with Tenant's use of the Premises, including using reasonable efforts to ensure that Landlord's construction activities (including scaffolding) do not block access to the Premises or Tenant's signage. If reasonably necessary, Landlord may temporarily close all or a portion of the Premises to perform repairs, alterations and additions. However, except in emergencies, Landlord will not close the Premises if the work can reasonably be completed on weekends and after Building Service Hours. Entry by Landlord shall not constitute a constructive eviction or entitle Tenant to an abatement or reduction of Rent. Notwithstanding the foregoing, if Landlord temporarily closes the Premises as provided above for a period in excess of 3 consecutive Business Days, Tenant, as its sole remedy, shall be entitled to receive a per diem abatement of Base Rent during the period beginning on the 4th consecutive Business Day of closure and ending on the date on which the Premises are returned to Tenant in a tenantable condition. Tenant, however, shall not be entitled to an abatement if the repairs, alterations and/or additions to be performed are required as a result of the acts or omissions of Tenant, its agents, employees or contractors, including, without limitation, a default by Tenant in its maintenance and repair obligations under the Lease. 10.02 Notwithstanding the provisions of Section 10.01 above, Tenant, at its own expense, may provide its own locks to an area within the Premises such as vaults and data processing rooms ("Secured Area"). Tenant need not furnish Landlord with a key (unless the fire department requires that a key be furnished for the lock box maintained by Landlord for fire department access, in which event Tenant will furnish to Landlord such key or keys as may be so required, which Landlord will retain in the Building's lock box solely for fire department use), but upon the Termination Date or earlier expiration or termination of Tenant's right to possession, Tenant shall

surrender all such keys to Landlord. If Landlord must gain access to a Secured Area in a non-emergency situation, Landlord shall contact Tenant, and Landlord and Tenant shall arrange a mutually agreed upon time for Landlord to have such access. Landlord shall comply with all reasonable security measures pertaining to the Secured Area. If Landlord determines in its sole discretion that an emergency in the Building or the Premises, including, without limitation, a suspected fire or flood, requires Landlord to gain access to the Secured Area, Tenant hereby authorizes Landlord to forcibly enter the Secured Area. In such event, Landlord shall have no liability whatsoever to Tenant, and Tenant shall pay all reasonable expenses incurred by Landlord in repairing or reconstructing any entrance, corridor, door or other portions of the Premises damaged as a result of a forcible entry by Landlord. Landlord shall have no obligation to provide either janitorial service or cleaning in any Secured Area. 11. ASSIGNMENT AND SUBLETTING. 11.01 Except in connection with a Permitted Transfer (defined in Section 11.04), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a "TRANSFER") without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed if Landlord does not exercise its recapture rights under Section 11.02. If the entity which controls the voting shares/rights of Tenant changes at any time, such change of ownership or control shall constitute a Transfer unless Tenant is an entity whose outstanding stock is listed on a recognized securities exchange or if at least 80% of its voting stock is owned by another entity, the voting stock of which is so listed. Any attempted Transfer in violation of this Section is voidable by Landlord. In no event shall any Transfer, including a Permitted Transfer, release or relieve Tenant from any obligation under this Lease. 11.02 Tenant shall provide Landlord with financial statements for the proposed transferee, a fully executed copy of the proposed assignment, sublease or other Transfer documentation and such other information as Landlord may reasonably request. Within 15 Business Days after receipt of the required information and documentation, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; (b) reasonably refuse to consent to the Transfer in writing; or (c) in the event of an assignment of this Lease or a subletting of any portion of the 7 Premises used as retail space (except, in each case, with respect to a Permitted Transfer), recapture the portion of the Premises that Tenant is proposing to Transfer. If Landlord exercises its right to recapture, this Lease shall automatically be amended (or terminated if the entire Premises is being assigned or sublet) to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer. Tenant shall pay Landlord a review fee of $1,500.00 for Landlord's review of any Permitted Transfer or requested Transfer. 11.03 Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord's share of the excess within 30 days after Tenant's receipt of the excess. Tenant may deduct from the excess, on a straight-line basis, all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer. If Tenant is in Default, Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of Tenant's share of payments received by Landlord. 11.04 Tenant may assign this Lease to a successor to Tenant by purchase, merger, consolidation or reorganization (an "OWNERSHIP CHANGE") or assign this Lease or sublet all or a portion of the Premises to an Affiliate without the consent of Landlord, provided that all of the following conditions are satisfied (a "PERMITTED TRANSFER"): (a) Tenant is not in Default; (b) in the event of an Ownership Change, Tenant's successor shall own substantially all of the assets of Tenant and have a net worth which is equal to or greater than the Minimum Net Worth (defined below); (c) the use to which the transferee under the Permitted Transfer would put Suite 150 or any retail space in the Premises is the Permitted Use applicable to Suite 150 or any such retail space; and (d) Tenant shall give Landlord written notice at least 15 Business Days prior to the effective date of the Permitted Transfer. Tenant's notice to Landlord shall include information and documentation evidencing the Permitted Transfer and showing that each of the above conditions has been satisfied. If requested by Landlord, Tenant's successor shall sign a commercially reasonable form of assumption agreement. "AFFILIATE" shall mean

an entity controlled by, controlling or under common control with Tenant. As used herein, the "Minimum Net Worth" shall initially mean $100,000,000.00. Notwithstanding the foregoing to the contrary, the Minimum Net Worth shall be subject to adjustment, as of each anniversary of the Commencement Date (each an "Adjustment Date") to equal the initial Minimum Net Worth, described above, increased by the percentage increase in the CPI (defined below) most recently issued as of the date immediately preceding the applicable Adjustment Date (an "Adjustment Index") over the CPI issued most recently prior to the Commencement Date (the "Base CPI"). For example, if the Base CPI is 100, and the Adjustment CPI applicable to the third (3rd) anniversary of the Commencement Date is 114, then the Minimum Net Worth applicable to the fourth (4th) year of the Term shall be the Initial Minimum Net Worth, increased by fourteen percent (14%). As used herein, the "CPI" shall mean the Consumer Price Index, for All Urban Consumers (CPI-U), U.S. City Average, 1982-84=100; if said index is no longer published, Landlord will have the right to select, in good faith, a suitable replacement index. 12. LIENS. Tenant shall not permit mechanics' or other liens to be placed upon the Property, Premises or Tenant's leasehold interest in connection with any work or service done or purportedly done by or for the benefit of Tenant or its transferees. Tenant shall give Landlord notice at least 15 days prior to the commencement of any work in the Premises to afford Landlord the opportunity, where applicable, to post and record notices of non-responsibility. Tenant, within 10 days of notice from Landlord, shall fully discharge any lien by settlement, by bonding or by insuring over the lien in the manner prescribed by the applicable lien Law. If Tenant fails to do so, Landlord may bond, insure over or otherwise discharge the lien. Tenant shall reimburse Landlord for any amount paid by Landlord, including, without limitation, reasonable attorneys' fees. 13. INDEMNITY AND WAIVER OF CLAIMS. Tenant hereby waives all claims against and releases Landlord and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees (defined in Section 23) and agents (the "LANDLORD RELATED PARTIES") from all claims for any injury to or death of persons, damage to property or business loss in any manner related to (a) Force Majeure, (b) acts of third parties, (c) the bursting or leaking of any tank, water closet, drain or other pipe, (d) the inadequacy or failure of any security services, personnel or equipment, or (e) any matter not within the reasonable control of Landlord. Notwithstanding the foregoing, except as provided in Section 15 to the contrary, Tenant shall not be required to waive any claims against Landlord (other than for loss or damage to Tenant's business) where such loss or damage is due to the negligence or willful misconduct of Landlord or any Landlord Related Parties. Nothing herein shall be construed as to diminish the repair and maintenance obligations of Landlord contained elsewhere in this Lease. Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties, Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys' fees and other professional fees (if and to the extent permitted by Law) (collectively referred to as "LOSSES"), which may be imposed upon, incurred by or asserted against 8 Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Premises or any acts or omissions (including violations of Law) of Tenant, the Tenant Related Parties or any of Tenant's transferees, contractors or licensees. Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties, Landlord shall indemnify, defend and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents ("TENANT RELATED PARTIES") harmless against and from all Losses which may be imposed upon, incurred by or asserted against Tenant or any of the Tenant Related Parties by any third party and arising out of or in connection with the acts or omissions (including violations of Law) of Landlord or the Landlord Related Parties. 14. INSURANCE. Tenant shall maintain the following insurance ("TENANT'S INSURANCE"): (a) Commercial General Liability Insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a minimum combined single limit of $2,000,000.00; (b) Property/Business Interruption Insurance written on an All Risk or

Special Perils form, with coverage for broad form water damage including earthquake sprinkler leakage, at replacement cost value and with a replacement cost endorsement covering all of Tenant's business and trade fixtures, equipment, movable partitions, furniture, merchandise and other personal property within the Premises ("TENANT'S PROPERTY") and any Leasehold Improvements performed by or for the benefit of Tenant; (c) Workers' Compensation Insurance in amounts required by Law; and (d) Employers Liability Coverage of at least $1,000,000.00 per occurrence. Any company writing Tenant's Insurance shall have an A.M. Best rating of not less than A-VIII. All Commercial General Liability Insurance policies shall name as additional insureds Landlord (or its successors and assignees), the managing agent for the Building and any Mortgagee, and their respective successors and assigns, as the interests of such designees shall appear. All policies of Tenant's Insurance shall contain endorsements that the insurer(s) shall give Landlord and its designees at least 30 days' advance written notice of any cancellation, termination, material change or lapse of insurance. Tenant shall provide Landlord with a certificate of insurance evidencing Tenant's Insurance prior to the earlier to occur of the Commencement Date or the date Tenant is provided with possession of the Premises, and thereafter as necessary to assure that Landlord always has current certificates evidencing Tenant's Insurance. Landlord shall maintain the following insurance ("Landlord's Insurance"), the premiums of which will be included in Expenses: (1) Commercial General Liability insurance applicable to the Property, Building and Common Areas providing, on an occurrence basis, a minimum combined single limit of at least $2,000,000.00; (2) All Risk Property Insurance on the Building at replacement cost value; (3) Worker's Compensation insurance as required by the state in which the Building is located and in amounts as may be required by applicable statute; and (4) Employers Liability Coverage of at least $1,000,000.00 per occurrence. 15. SUBROGATION. Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any and all rights of recovery, claims, actions or causes of action against the other for any loss or damage with respect to Tenant's Property, Leasehold Improvements, the Building, the Premises, or any contents thereof, including rights, claims, actions and causes of action based on negligence, which loss or damage is (or would have been, had the insurance required by this Lease been carried) covered by insurance. 16. CASUALTY DAMAGE. 16.01 If all or any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a "CASUALTY"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete the repair and restoration of the Premises (excluding any Leasehold Improvements, the repair of which will be carried by Tenant) and any Common Areas necessary to provide access to the Premises ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date of casualty, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate; if the ground floor retail portion of the Premises (i.e., Suite 100 and, after the expiration of the Suite 150 Lease (as defined in EXHIBIT F), Suite 150 (as defined in EXHIBIT F) is the only portion of the Premises that is affected by a Casualty but, pursuant to the Completion Estimate, the damage cannot be repaired within 270 days following the date of Casualty, Tenant will have the right to terminate this Lease with respect to the ground floor retail portion of the Premises only, by written notice delivered in accordance with the preceding sentence. If Tenant so terminates this Lease with respect to the ground floor portion of the Premises, Landlord will promptly prepare an amendment to this Lease removing the ground floor of the Premises from the Premises, and the parties will mutually execute such amendment. Tenant, however, shall not have any right to terminate this Lease if the Casualty was caused by the gross negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 9 years of the Term remaining on the date of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building occurs (Landlord's failure to maintain the insurance coverage required hereunder cannot be used as a basis for establishing an uninsured loss). Landlord's termination of this Lease pursuant to this Section 16.01 will be

conditioned on Landlord similarly terminating the leases of all Building tenants (x) who are similarly affected by such damage and (y) pursuant to whose leases Landlord has a termination right substantially similar to the termination right set forth herein. Notwithstanding the foregoing to the contrary, if Landlord elects to terminate this Lease pursuant to clause (1) above, and Tenant, within ten (10) Business Days following delivery of Landlord's termination notice, delivers an Initial Renewal Notice pursuant to Section 3 or 4 of EXHIBIT F attached hereto (and provided Tenant is not precluded from exercising the applicable Renewal Option pursuant to the provisions of Section 3.A or 4.A of EXHIBIT F [the restrictions on early notice provided in Sections 3.A.(1) and 4.A.(1) of EXHIBIT F being waived solely in the circumstances described in this sentence], Landlord's exercise of the right to terminate this Lease pursuant to clause (1) above will be null and void; however, (x) the foregoing will not preclude Landlord from exercising any other termination option described in this Section 16.01 and (y) if Tenant's exercise of any Renewal Option as described herein is subsequently rendered null and void as described in the final sentence of Section 3.C or 4.C of EXHIBIT F, Landlord will once again have the right to terminate this Lease. 16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises (excluding Leasehold Improvements) and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty and prior to the installation of any Leasehold Improvements, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. Provided that Tenant is not in Default, during any period of time prior to the completion of Landlord's repair obligations as set forth herein, that all or a material portion of the Premises is rendered untenantable as a result of a Casualty, the Rent shall abate for the portion of the Premises that is untenantable and not used by Tenant. 17. CONDEMNATION. Either party may terminate this Lease if any material part of the Premises is taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a "TAKING"). Additionally, Landlord's termination of this Lease pursuant to this Section 17.01 will be conditioned on Landlord similarly terminating the leases of all Building tenants (i) who are similarly affected by such Taking and (ii) pursuant to whose leases Landlord has a termination right substantially similar to the termination right set forth herein. Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Property which would have a material adverse effect on Landlord's ability to profitably operate the remainder of the Building. The terminating party shall provide written notice of termination to the other party within 45 days after it first receives notice of the Taking. The termination shall be effective on the date the physical taking occurs. If this Lease is not terminated, Base Rent and Tenant's Pro Rata Share shall be appropriately adjusted to account for (x) any reduction in the square footage of the Premises which is available for Tenant's use during any period of repair or reconstruction necessitated by such Taking and (y) any reduction in the square footage of the Building or Premises. All compensation awarded for a Taking shall be the property of Landlord. The right to receive compensation or proceeds are expressly waived by Tenant, however, Tenant may file a separate claim for Tenant's Property and Tenant's reasonable relocation expenses, provided the filing of the claim does not diminish the amount of Landlord's award. If only a part of the Premises is subject to a Taking and this Lease is not terminated, Landlord, with reasonable diligence, will restore the remaining portion of the Premises as nearly as practicable to the condition immediately prior to the Taking. 18. EVENTS OF DEFAULT. Each of the following occurrences shall be a "DEFAULT": (a) Tenant's failure to pay any portion of Rent when due, if the failure continues for 5 Business Days after written notice to Tenant ("MONETARY DEFAULT"); (b) Tenant's failure (other than a Monetary Default) to comply with any term, provision, condition or covenant of this Lease, if the failure is not cured within 20 days after written notice to Tenant provided, however, if Tenant's failure to comply cannot reasonably be cured within 20 days, Tenant shall be allowed additional time (not to exceed 120 days) as is reasonably necessary to cure the failure so long as Tenant begins the cure within 10 days and diligently pursues the cure to completion; (c) Tenant or any Guarantor becomes insolvent, makes a transfer in fraud of creditors, makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts when due or forfeits or loses its right to conduct business and does not restore its right to do business within 10 days following such loss; (d) the leasehold estate is taken by process or operation of Law; (e) in the case of any ground floor or retail portion of the Premises, Tenant does not take possession of or abandons or vacates all or

any portion of the ground floor or retail portion of the Premises located on the ground floor (unless associated with the performance of Alterations therein); or (f) Tenant is in default beyond any notice and cure period under 10 any other lease or agreement with Landlord at the Building or Property. If Landlord provides Tenant with notice of Tenant's failure to comply with the same specific provision of this Lease on 3 separate occasions during any 12 month period, Tenant's subsequent violation of such provision shall, at Landlord's option, be an incurable Default by Tenant. All notices sent under this Section shall be in satisfaction of, and not in addition to, notice required by Law. 19. REMEDIES. 19.01 Upon Default, Landlord shall have the right to pursue any one or more of the following remedies: (a) Terminate this Lease, in which case Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to surrender the Premises, Landlord, in compliance with Law, may enter upon and take possession of the Premises and remove Tenant, Tenant's Property and any party occupying the Premises. Tenant shall pay Landlord, on demand, all past due Rent and other losses and damages Landlord suffers as a result of Tenant's Default, including, without limitation, all Costs of Reletting (defined below) and any deficiency that may arise from reletting or the failure to relet the Premises. "COSTS OF RELETTING" shall include all reasonable costs and expenses incurred by Landlord in reletting or attempting to relet the Premises, including, without limitation, legal fees, brokerage commissions, the cost of alterations and the value of other concessions or allowances granted to a new tenant. Notwithstanding the above, if Landlord relets the Premises for a term (the "Relet Term") that extends past the Termination Date of this Lease (without consideration of any earlier termination pursuant to this Article 19), the Costs of Reletting which may be included in Landlord's damages under this Lease shall be limited to a prorated portion of the Costs of Reletting, based on the percentage that the length of the Term remaining on the date Landlord terminates this Lease or Tenant's right to possession bears to the length of the Relet Term. For example, if there are 2 years left on the Term at the time that Landlord terminates possession and, prior to the expiration of the 2 year period, Landlord enters into a lease with a Relet Term of 10 years with a new tenant, then only 20% of the Costs of Reletting shall be included when determining Landlord's damages. (b) Terminate Tenant's right to possession of the Premises and, in compliance with Law, remove Tenant, Tenant's Property and any parties occupying the Premises. Landlord may (but shall not be obligated to) relet all or any part of the Premises, without notice to Tenant, for such period of time and on such terms and conditions (which may include concessions, free rent and work allowances) as Landlord in its absolute discretion shall determine. Landlord may collect and receive all rents and other income from the reletting. Tenant shall pay Landlord on demand all past due Rent, all Costs of Reletting and any deficiency arising from the reletting or failure to relet the Premises. The re-entry or taking of possession of the Premises shall not be construed as an election by Landlord to terminate this Lease. 19.02 In lieu of calculating damages under Section 19.01, Landlord may elect to receive as damages the sum of (a) all Rent accrued through the date of termination of this Lease or Tenant's right to possession, and (b) an amount equal to the total Rent that Tenant would have been required to pay for the remainder of the Term discounted (using the discount rate of the Federal Reserve Bank of San Francisco at the time of the event, plus 1%) to present value, minus the then present fair rental value of the Premises for the remainder of the Term, similarly discounted, after deducting all anticipated commercially reasonable Costs of Reletting. If Tenant is in Default of any of its non-monetary obligations under the Lease, Landlord shall have the right to perform such obligations. Tenant shall reimburse Landlord for the cost of such performance upon demand together with an administrative charge equal to 5% of the cost of the work performed by Landlord. The repossession or reentering of all or any part of the Premises shall not relieve Tenant of its liabilities and obligations under this Lease. No right or remedy of Landlord shall be exclusive of any other right or remedy. Each right and remedy shall be cumulative and in addition to any other right and remedy now or subsequently available to Landlord at Law or in equity. 19.03 Landlord agrees to use reasonable efforts to mitigate damages, provided that those efforts shall not require Landlord to relet the Premises in preference to any other space in the Building or to relet the Premises to any party that Landlord could reasonably reject as a transferee pursuant to Section 11.

20. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE LESSER OF (A) THE INTEREST OF LANDLORD IN THE PROPERTY, OR (B) THE EQUITY INTEREST LANDLORD WOULD HAVE IN THE PROPERTY IF THE PROPERTY WERE ENCUMBERED BY THIRD PARTY DEBT IN AN AMOUNT EQUAL TO 70% OF THE VALUE OF THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD OR ANY LANDLORD RELATED PARTY. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE 11 PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY, AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN SECTION 23 BELOW), NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT. 21. RELOCATION. [INTENTIONALLY OMITTED] 22. HOLDING OVER. If Tenant fails to surrender all or any part of the Premises at the termination of this Lease, occupancy of the Premises after termination shall be that of a tenancy at sufferance. Tenant's occupancy shall be subject to all the terms and provisions of this Lease, and Tenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal 125% of the Base Rent due for the period immediately preceding such holdover for the initial 30 days of such holdover, and an amount equal to 150% of the Base Rent due for the period immediately preceding the holdover thereafter during any such holdover plus, in each case, 100% of applicable Additional Rent. No holdover by Tenant or payment by Tenant after the termination of this Lease shall be construed to extend the Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. If Landlord is unable to deliver possession of the Premises to a new tenant or to perform improvements for a new tenant as a result of Tenant's holdover and Tenant fails to vacate the Premises within 15 days after notice from Landlord, Tenant shall be liable for all damages that Landlord suffers from the holdover. 23. SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE. Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the Premises, the Building or the Property, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a "MORTGAGE"). The party having the benefit of a Mortgage shall be referred to as a "MORTGAGEE". This clause shall be self-operative, but upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination agreement in favor of the Mortgagee. As an alternative, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord's interest in this Lease. Landlord and Tenant shall each, within 10 days after receipt of a written request from the other, execute and deliver a commercially reasonable estoppel certificate to those parties as are reasonably requested by the other (including a Mortgagee or prospective purchaser). Without limitation, such estoppel certificate may include a certification as to the status of this Lease, the existence of any defaults and the amount of Rent that is due and payable. Notwithstanding the foregoing in this Section 23 to the contrary, as a condition precedent to the future subordination of this Lease to a future Mortgage, Landlord shall be required to provide Tenant with a nondisturbance, subordination, and attornment agreement in favor of Tenant from any Mortgagee who comes into existence after the Commencement Date. Such non-disturbance, subordination, and attornment agreement in favor of Tenant shall provide that, so long as Tenant is paying the Rent due under the Lease and is not otherwise in default under the Lease beyond any applicable cure period, its right to possession and the other terms of the

Lease shall remain in full force and effect. Such non-disturbance, subordination, and attornment agreement may include other commercially reasonable provisions in favor of the Mortgagee, including, without limitation, additional time on behalf of the Mortgagee to cure defaults of the Landlord and provide that (a) neither Mortgagee nor any successor-in-interest shall be bound by (i) any payment of the Base Rent, Additional Rent, or other sum due under this Lease for more than 1 month in advance or (ii) any amendment or modification of the Lease made without the express written consent of Mortgagee or any successor-in-interest; (b) neither Mortgagee nor any successor-in-interest will be liable for (i) any act or omission or warranties of any prior landlord (including Landlord), (ii) the breach of any warranties or obligations relating to construction of improvements on the Property or any tenant finish work performed or to have been performed by any prior landlord (including Landlord), or (iii) the return of any security deposit, except to the extent such deposits have been received by Mortgagee; and (c) neither Mortgagee nor any successor-in-interest shall be subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord). 24. NOTICE. All demands, approvals, consents or notices (collectively referred to as a "NOTICE") shall be in writing and delivered by hand or sent by registered or certified mail with return receipt requested or sent by overnight or same day courier service at the party's respective Notice Address(es) set forth in Section 1. Each notice shall be deemed to have been received on the earlier to occur of actual delivery or the date on which delivery is refused, or, if Tenant has vacated the Premises or any other Notice Address of Tenant without providing a new Notice Address, 3 days after notice is deposited in the U.S. mail or with a courier service in the manner described above. Either party may, at any time, change its Notice 12 Address (other than to a post office box address) by giving the other party written notice of the new address. 25. SURRENDER OF PREMISES. At the termination of this Lease or Tenant's right of possession, Tenant shall remove Tenant's Property from the Premises, and quit and surrender the Premises to Landlord, broom clean, and in good order, condition and repair, ordinary wear and tear and damage which Landlord is obligated to repair hereunder excepted. If Tenant fails to remove any of Tenant's Property within 5 Business Days after termination of this Lease or Tenant's right to possession, Landlord, at Tenant's sole cost and expense, shall be entitled (but not obligated) to remove and store Tenant's Property. Landlord shall not be responsible for the value, preservation or safekeeping of Tenant's Property. Tenant shall pay Landlord, upon demand, the expenses and storage charges incurred. If Tenant fails to remove Tenant's Property from the Premises or storage, within 30 days after notice, Landlord may deem all or any part of Tenant's Property to be abandoned and title to Tenant's Property shall vest in Landlord. 26. MISCELLANEOUS. 26.01 This Lease shall be interpreted and enforced in accordance with the Laws of the state or commonwealth in which the Building is located and Landlord and Tenant hereby irrevocably consent to the jurisdiction and proper venue of such state or commonwealth. If any term or provision of this Lease shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected. If there is more than one Tenant or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be joint and several obligations of all the parties and entities, and requests or demands from any one person or entity comprising Tenant shall be deemed to have been made by all such persons or entities. Notices to any one person or entity shall be deemed to have been given to all persons and entities. Tenant represents and warrants to Landlord that each individual executing this Lease on behalf of Tenant is authorized to do so on behalf of Tenant and that Tenant is not, and the entities or individuals constituting Tenant or which may own or control Tenant or which may be owned or controlled by Tenant are not, among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists. 26.02 If either party institutes a suit against the other for violation of or to enforce any covenant, term or condition of this Lease, the prevailing party shall be entitled to all of its costs and expenses, including, without limitation, reasonable attorneys' fees. Landlord and Tenant hereby waive any right to trial by jury in any proceeding based

upon a breach of this Lease. Either party's failure to declare a default immediately upon its occurrence, or delay in taking action for a default, shall not constitute a waiver of the default, nor shall it constitute an estoppel. 26.03 Whenever a period of time is prescribed for the taking of an action by Landlord or Tenant (other than the payment of the Security Deposit or Rent), the period of time for the performance of such action shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war, terrorist acts, civil disturbances and other causes beyond the reasonable control of the performing party ("FORCE MAJEURE"). 26.04 Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations under this Lease and in the Building and Property. Upon transfer Landlord shall be released from any further obligations hereunder and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations, provided that, any successor pursuant to a voluntary, third party transfer (but not as part of an involuntary transfer resulting from a foreclosure or deed in lieu thereof) shall have assumed Landlord's obligations under this Lease. 26.05 Landlord has delivered a copy of this Lease to Tenant for Tenant's review only and the delivery of it does not constitute an offer to Tenant or an option. (a) Tenant represents that it has dealt directly with and only with the Broker as a broker in connection with this Lease. Tenant shall indemnify and hold Landlord and the Landlord Related Parties harmless from all claims of any other brokers claiming to have represented Tenant in connection with this Lease. Landlord agrees to indemnify and hold Tenant and the Tenant Related Parties harmless from all claims of any brokers claiming to have represented Landlord in connection with this Lease. (b) Pursuant to the requirements of OAR 863-10-046, disclosure is hereby made that Landlord or an affiliate of Landlord, holds an Oregon real estate license and, to the extent applicable, is only representing Landlord in this Lease transaction. 26.06 Time is of the essence with respect to Tenant's exercise of any expansion, renewal or extension or termination rights granted to Landlord or Tenant. The expiration of the Term, whether by lapse of time, termination or otherwise, shall not relieve either party of any obligations which accrued prior to or which may continue to accrue after the expiration or termination of this Lease. 13 26.07 Tenant may peacefully have, hold and enjoy the Premises, subject to the terms of this Lease, provided Tenant pays the Rent and fully performs all of its covenants and agreements. This covenant shall be binding upon Landlord and its successors only during its or their respective periods of ownership of the Building. 26.08 This Lease does not grant any rights to light or air over or about the Building. Landlord excepts and reserves exclusively to itself any and all rights not specifically granted to Tenant under this Lease. This Lease constitutes the entire agreement between the parties and supersedes all prior agreements and understandings related to the Premises, including all lease proposals, letters of intent and other documents; with respect to Suite 150, as described in Section 1 of EXHIBIT F, this Lease does not supercede the Suite 150 Lease. Neither party is relying upon any warranty, statement or representation not contained in this Lease. This Lease may be modified only by a written agreement signed by an authorized representative of Landlord and Tenant. 26.09 Landlord represents to Tenant that, as of the date of this Lease, Landlord is the fee owner of the Building, and there is no Mortgage encumbering the Building. Landlord and Tenant have executed this Lease as of the day and year first above written. LANDLORD: OR-BF PLAZA LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP

By: EOP-QRS Trust, a Maryland real estate investment trust, its general partner By: _____________________________ Name: ___________________________ Title: __________________________ TENANT: UMPQUA BANK, AN OREGON STATE CHARTERED BANK By: _________________________________ Name: _______________________________ Title: ______________________________ Tenant's Tax ID Number (SSN or FEIN): 14 EXHIBIT A-1 OUTLINE AND LOCATION OF SUITE 100 1 EXHIBIT A-2 OUTLINE AND LOCATION OF SUITE 1200 1 EXHIBIT A-3 OUTLINE AND LOCATION OF FIRST MUST-TAKE SPACE 1 EXHIBIT A-4 OUTLINE AND LOCATION OF SUITE 1900 OFFERING SPACE 1 EXHIBIT A-5 OUTLINE AND LOCATION OF ATM/NIGHT DEPOSITORY AREA 1

EXHIBIT B EXPENSES AND TAXES This Exhibit is attached to and made a part of the Lease by and between OR-BF PLAZA LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("Landlord") and UMPQUA BANK, AN OREGON STATE CHARTERED BANK ("Tenant") for space in the Building located at One SW Columbia, Portland, Oregon. 1. PAYMENTS. 1.01 Tenant shall pay Tenant's Pro Rata Share of the amount, if any, by which Expenses (defined below) for each calendar year during the Term exceed Expenses for the Base Year (the "EXPENSE EXCESS") and also the amount, if any, by which Taxes (defined below) for each calendar year during the Term exceed Taxes for the Base Year (the "TAX EXCESS"). If Expenses or Taxes in any calendar year decrease below the amount of Expenses or Taxes for the Base Year, Tenant's Pro Rata Share of Expenses or Taxes, as the case may be, for that calendar year shall be $0. On or about January 1 of each calendar year, Landlord shall provide Tenant with a good faith estimate of the Expense Excess and of the Tax Excess for each calendar year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of both the Expense Excess and Tax Excess. If Landlord determines that its good faith estimate of the Expense Excess or of the Tax Excess was incorrect by a material amount, Landlord may, no more often than twice per year, provide Tenant with a revised estimate, but not more often than twice per calendar year. After its receipt of a revised estimate, Tenant will pay to Landlord any reconciliation payment necessary to account for any underpayment of Expense Excess or Tax Excess by Tenant during such calendar year (or Landlord will credit against Rent next due and payable under the Lease the amount of any year to date overpayment of Expense Excess or Tax Excess and thereafter Tenant's monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess or the Tax Excess by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the previous year's estimate(s) until Landlord provides Tenant with the new estimate. 1.02 As soon as is practical following the end of each calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess and the actual Taxes and Tax Excess for the prior calendar year ("Landlord's Statement"). Landlord shall use reasonable efforts to furnish Landlord's Statement on or before June 1 of the calendar year immediately following the calendar year to which the statement applies. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year is more than the actual Expense Excess or actual Tax Excess, as the case may be, for the prior calendar year, Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year is less than the actual Expense Excess or actual Tax Excess, as the case may be, for such prior year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year. 2. EXPENSES. 2.01 "EXPENSES" means all costs and expenses incurred in each calendar year in connection with operating, maintaining, repairing, and managing the Building and the Property. Expenses include, without limitation: (a) all labor and labor related costs, including wages, salaries, bonuses, taxes, insurance, uniforms, training, retirement plans, pension plans and other employee benefits; (b) management fees, however, in no event shall the management fees for the Building (expressed as a percentage of gross receipts for the Building) exceed the prevailing market management fees (expressed as a percentage of gross receipts), plus 1% of such gross receipts, for comparable third party management companies offering comparable management services in office buildings similar to the Building in class, size, age and location; (c) the cost of equipping, staffing and operating an on-site and/or off-site management office for the Building, provided if the management office services one or more other buildings or properties, the shared costs and expenses of equipping, staffing and operating such management office(s) shall be equitably prorated and apportioned between the Building and the other buildings or properties; (d) accounting costs; (e) the cost of services; (f) rental and purchase cost of parts, supplies, tools and equipment; (g) insurance premiums and deductibles; (h) electricity, gas

and other utility costs; and (i) the amortized cost of capital improvements (as 1 distinguished from replacement parts or components installed in the ordinary course of business) made subsequent to the Base Year which are: (1) performed primarily to reduce current or future operating expense costs, upgrade Building security or otherwise improve the operating efficiency of the Property; or (2) required to comply with any Laws that are enacted, or first interpreted to apply to the Property, after the date of this Lease. The cost of capital improvements shall be amortized by Landlord over the lesser of the Payback Period (defined below) or the useful life of the capital improvement as reasonably determined by Landlord. The amortized cost of capital improvements may, at Landlord's option, include actual or imputed interest at the rate paid (or which would be paid) by Landlord on any funds borrowed for such expenditures from an unaffiliated third-party financial institution (not to materially exceed the market rate of interest consistently paid on such borrowed funds for such purposes). "PAYBACK PERIOD" means the reasonably estimated period of time that it takes for the cost savings resulting from a capital improvement to equal the total cost of the capital improvement. Landlord, by itself or through an affiliate, shall have the right to directly perform, provide and be compensated for any services under this Lease. If Landlord incurs Expenses for the Building or Property together with one or more other buildings or properties, whether pursuant to a reciprocal easement agreement, common area agreement or otherwise, the shared costs and expenses shall be equitably prorated and apportioned between the Building and Property and the other buildings or properties. 2.02 Expenses shall not include: (a) the cost of capital improvements (except as set forth above); (b) depreciation; (c) principal payments of mortgage and other non-operating debts of Landlord; (d) lease concessions, rental abatements and construction allowances granted to specific tenants; (e) costs incurred in connection with the sale, financing or refinancing of the Building; (f) fines, interest and penalties incurred due to the late payment of Taxes or Expenses; (g) organizational expenses associated with the creation and operation of the entity which constitutes Landlord; (h) any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Building under their respective leases; (i) the costs of operating any parking facility serving the Building to the extent covered by parking revenues; (j) management fees in excess of the levels described in Section 2.01(b) above; (k) interest (except as provided above for the amortization of capital improvements); (l) amortization and interest arising from mortgages, deeds of trust, similar security instruments and other nonoperating debts of Landlord. (m) costs in connection with leasing space in the Building, including brokerage commissions; lease concessions, including rental abatements, the cost of tenant installations and decorations incurred in connection with preparing space for any Building tenant and construction allowances, granted to specific tenants as well as the cost (including imputed rent) of any leasing office; (n) fixed or other rent under ground leases, master leases or other instruments, if any, having superior title rights to this Lease; (o) wages, salaries and benefits paid to any persons above the level of general manager;

2 (p) any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Building under their respective leases (as opposed to the cost of performing Landlord's obligations under such leases); (q) legal, accounting, court and other fees and expenses incurred: (i) in disputes with tenants, prospective tenants or other occupants of the Building (including fees incurred in any tenant's bankruptcy proceedings), Building employees, management agents or leasing agents; (ii) in disputes with purchasers, prospective purchasers, mortgages or prospective mortgages of the Building or the Property, or persons or entities owning an interest in Landlord or any part of the Building or the Property; and (iii) in actions or documentation in connection with the negotiation, review and preparation of leases, contracts of sale, mortgages, deeds of trust or other security instruments, termination of leases or other occupancy agreements, and the sublease or assignment of other Building tenants' leases; (r) any increase (by penalty or interest or similar charge) in utility bills and other costs incurred as a result of Landlord or its agent failing to make such payments when due; (s) costs that are reimbursed out of insurance, warranty or condemnation proceedings or from any other source for which Landlord actually receives reimbursement from any source other than pursuant to a fixed expense escalation clause in tenant leases; (t) fines, penalties and/or legal, accounting, court and other fees and expenses incurred as a result of violation by Landlord of any applicable Laws (as determined by written admission, stipulation, final judgment or arbitration award). (u) sums (other than management fees, it being agreed that the management fees included in Expenses are as described in clause (b) of Section 2.01 above) paid to subsidiaries or other affiliates of Landlord for services on or to the Property, Building and/or Premises, but only to the extent that the costs of such services materially exceed the competitive cost for such services rendered by persons or entities of similar skill, competence and experience. (v) appraisal, advertising, public relations and promotional expenses in connection with the leasing, financing or sale of the Building and tenant retention efforts; (w) costs incurred in connection with the removal, encapsulation or other treatment of asbestos or any other Hazardous Materials (as defined hereinafter and classified as such on the Commencement Date) existing in the Premises as of the date hereof. "Hazardous Materials" means any explosive or radioactive materials, hazardous wastes, or hazardous substances, including without limitation, asbestos containing materials, PCB's, CFC's, or substances defined or regulated as hazardous substances or hazardous materials in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601-9657 (and any similar successor laws or regulations); the Hazardous Materials Transportation Act of 1975, 42 U.S.C. Section 1001-1012 (and any similar successor laws or regulations), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901-6987 (and any similar successor laws or regulations); or any other Federal, State or local law, ordinance or regulation defining, regulating, restricting or otherwise governing the storage, use, generation, release or disposal of Hazardous Materials, except to the extent such handling, treatment, containing, removing or abating is related to the ordinary general repair and maintenance of the Building Common Areas or Property (for example, the removal of and disposal of oil from Building machinery in the course of typical building maintenance and not as a response to any action of any tenant or occupant of the Building or release of Hazardous Materials); (x) any fines, penalties or interest resulting from the negligence or willful misconduct (as determined by written admission, stipulation, final judgment or arbitration award) of the Landlord or its agents, contractors, or employees; (y) contributions to political or charitable organizations; 3

(z) costs relating to another tenant's or occupant's space which (A) were incurred in rendering any service or benefit to such tenant that Landlord was not required, or were for a service in excess of the service that the Landlord was required, to provide Tenant hereunder and (B) were in excess of the Building standard services then being provided by Landlord to all tenants or other occupants in the Building, whether or not such other tenant or occupant is actually charged therefor by Landlord; (aa) costs of repairing, replacing or otherwise correcting defects in the initial construction of the Building or the parking garage serving the Building; (bb) the cost of services provided to other tenants which costs are incorporated into such tenants' base rent, when Tenant is not provided similar services on a similar basis; provided, however, the fact that any tenant does not pay Expenses during its base year shall not, for the purposes of this sentence, mean that service costs that comprise Expenses are "included" in that tenant's base rent; and (cc) any item excluded from Taxes under this Lease. 2.03 If at any time during a calendar year the Building is not at least 95% occupied or Landlord is not supplying services to at least 95% of the total Rentable Square Footage of the Building, Expenses shall be determined as if the Building had been 95% occupied and Landlord had been supplying services to 95% of the Rentable Square Footage of the Building. If Expenses for a calendar year are determined as provided in the prior sentence, Expenses for the Base Year shall also be determined in such manner. Notwithstanding the foregoing, Landlord may calculate the extrapolation of Expenses under this Section based on 100% occupancy and service so long as such percentage is used consistently for each year of the Term (inclusive of the Base Year). The extrapolation of Expenses under this Section shall be performed in accordance with the methodology specified by the Building Owners and Managers Association, and only those Expenses which vary with variations in the Building's occupancy levels will be subject to adjustment as described herein. 3. "TAXES" shall mean: (a) all real property taxes and other assessments on the Building and/or Property, including, but not limited to, gross receipts taxes, assessments for special improvement districts and building improvement districts, governmental charges, fees and assessments for police, fire, traffic mitigation or other governmental service of purported benefit to the Property, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and the Property's share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the Property; (b) all personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Property; (c) the applicable Portland, Oregon business license fee (which is not based on Landlord's revenue) and (d) all costs and fees incurred in connection with seeking reductions in any tax liabilities described in (a), (b) and (c), including, without limitation, any costs incurred by Landlord for compliance, review and appeal of tax liabilities. Without limitation, Taxes shall not include any income, capital levy, transfer, capital stock, gift, estate or inheritance tax. If a change in Taxes is obtained for any year of the Term during which Tenant paid Tenant's Pro Rata Share of any Tax Excess, then Taxes for that year will be retroactively adjusted and Landlord shall provide Tenant with a credit, if any, based on the adjustment. Likewise, if a change is obtained for Taxes for the Base Year, Taxes for the Base Year shall be restated and the Tax Excess for all subsequent years shall be recomputed. Tenant shall pay Landlord the amount of Tenant's Pro Rata Share of any such increase in the Tax Excess within 30 days after Tenant's receipt of a statement from Landlord. 4. AUDIT RIGHTS. 4.01 Landlord grants to Tenant a right to inspect and/or audit Landlord's books and records with respect to the Expenses and Taxes for the period covered in a given Landlord's Statement, as follows: Tenant may, within one hundred twenty (120) days after receiving Landlord's Statement, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses and/or Taxes for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a CPA 4

firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit and any dispute resolution process, unless it is determined (by the process set forth hereinafter) that Landlord overstated Expenses or Taxes by more than four percent (4.0%) in total for such calendar year in which case Landlord shall pay the Tenant's reasonable thirdparty fees and expenses incurred in any dispute resolution procedure, and shall reimburse to Tenant its reasonable third-party audit costs. Within ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's Statement for the relevant year. If Tenant fails to give Landlord an Objection Notice within the ninety (90) day period or fails to provide Landlord with a Review Notice within the one hundred twenty (120) day period described above, Tenant shall be deemed to have approved Landlord's Statement and shall be barred from raising any claims regarding the Expenses and Taxes for that year. If Tenant provides Landlord with a timely Objection Notice, the parties shall use their good faith efforts to resolve such dispute within thirty (30) days following Tenant's delivery of such Objection Notice to Landlord. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant until exhausted, or if this Lease shall have expired or been terminated, any excess shall be paid to Tenant by check within thirty (30) days after such expiration or termination, less any amount retained by Landlord and deemed reasonably necessary to cure any then-existing default on the part of Tenant (i.e., beyond the giving of applicable notice and the passage of applicable grace periods); such excess repayment obligation shall survive the expiration or earlier termination of this Lease. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. 4.02 If Landlord and Tenant, working together in good faith, are unable within thirty (30) days following Landlord's receipt of a timely Objection Notice from Tenant to resolve the discrepancy between Landlord's Statement and Tenant's review and/or audit ("Discrepancy"), either party, by written notice (the "Arbitration Notice") to the other within ten (10) Business Days after the expiration of such thirty (30) day period, shall have the right to have the Discrepancy determined by binding arbitration in accordance with the procedures set forth below. If Landlord and Tenant cannot agree upon the resolution of the Discrepancy and neither party elects to invoke its right of arbitration, Tenant's Objection Notice shall be deemed to be null and void and of no further force and effect. If the right of arbitration is invoked, Landlord and Tenant, within ten (10) Business Days after the date of the Arbitration Notice, shall each simultaneously submit to the other, in a sealed envelope, its good faith analysis and resolution of the Discrepancy (collectively referred to as the "Proposed Discrepancy Resolutions"). If the higher of such Proposed Discrepancy Resolutions is not more than one hundred five percent (105%) of the lower of such Proposed Discrepancy Resolutions, then the resolution of the Discrepancy shall be the average of the two Proposed Discrepancy Resolutions. If the Discrepancy is not resolved by the exchange of the proposed Discrepancy Resolutions, Landlord and Tenant, within seven (7) days of the exchange of the Proposed Discrepancy Resolutions, shall select as an arbitrator a mutually acceptable licensed CPA firm with experience in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building in Portland, Oregon, and whose compensation shall in no way be contingent upon or correspond to the financing impact on Landlord or Tenant resulting from the review and/or audit. If the parties cannot agree on an arbitrator, then within a second period of seven (7) days, each shall select an independent licensed CPA firm meeting the aforementioned criteria, and within a third period of seven (7) days, the two appointed licensed CPA firms shall select a third licensed CPA firm meeting the aforementioned criteria, and the third licensed CPA firm shall determine the resolution of the Discrepancy. If one party shall fail to make such an appointment within said second seven (7) day period, then the licensed CPA firm chosen by the other party shall be the sole arbitrator. If the two appointed licensed CPA firms are unable to agree upon such third licensed CPA firm, then either party, on behalf of both, may request appointment of such a qualified licensed CPA firm by the then Chief Judge of the United States District Court having jurisdiction over the Building, acting in his private nonjudicial capacity. Request for appointment shall be made in writing with a copy given to the other party. Each party agrees that said Judge shall have the power to make the appointment. Once the arbitrator has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the arbitrator shall select one of the two Proposed Discrepancy Resolutions submitted by the Landlord and Tenant, which must be the one that is closer to the resolution of the Discrepancy as determined by the arbitrator. The selection of the arbitrator shall be rendered in writing to both Landlord and 5

Tenant and shall be final and binding upon them. If the arbitrator believes that expert advice would materially assist him, he may retain one or more qualified persons to provide such expert advice. Any fees of any counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such counsel or expert. 6 EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between OR-BF PLAZA LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("Landlord") and UMPQUA BANK, AN OREGON STATE CHARTERED BANK ("Tenant") for space in the Building located at One SW Columbia, Portland, Oregon. As used in this Workletter, the "Premises" shall be deemed to mean the Premises, as initially defined in the attached Lease, but inclusive of Suite 150, as described in Section 1 of EXHIBIT F attached to the Lease, and the First Must Take Space, as described in Section 5 of EXHIBIT F attached to the Lease. I. ALTERATIONS AND ALLOWANCE. A. Tenant, following the delivery of the Premises by Landlord and the full and final execution and delivery of the Lease to which this Exhibit is attached and all Suite 150 prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises (the "INITIAL ALTERATIONS"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Tenant shall be responsible for all elements of the design of Tenant's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant's furniture, appliances and equipment), and Landlord's approval of Tenant's plans shall in no event relieve Tenant of the responsibility for such design. Landlord's approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. The parties agree that Landlord's approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. 1. Provided Tenant is not in default, Landlord agrees to contribute the sum of $1,270,440.00 (i.e., $30.00 per rentable square foot of the Premises), inclusive of the First Must Take Space (the "ALLOWANCE") toward the cost of performing the Initial Alterations in preparation of Tenant's occupancy of the Premises. The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations and for hard costs (including the installation of Cable) in connection with the Initial Alterations. The Allowance may be allocated by Tenant towards the cost of Initial Alterations in any portion of the Premises (i.e., Suite 100, Suite 1200, Suite 150 or the First Must Take Space) in such manner as Tenant elects. 2. The Allowance shall be paid to Tenant (or, at Landlord's option, if necessary to remove a lien, to the order of the general contractor that performs the Initial Alterations) in periodic disbursements within 30 days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 (or such other substantially similar form acceptable to Landlord in Landlord's reasonable discretion) covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect's Certificate for Payment which is

certification from an AIA architect substantially in the form of the Architect's Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment (or such other substantially similar 1 form acceptable to Landlord in Landlord's reasonable discretion); (iii) Contractor's, subcontractor's and material supplier's waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics' lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord's Mortgagee may reasonably require; (iv) [INTENTIONALLY OMITTED]; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect's completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable Laws. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default under the Lease, and Landlord's obligation to disburse shall only resume when and if such default is cured. C. If the cost of the Initial Alterations is less than the Allowance, Tenant, provided it is not in default under the Lease, shall be entitled to apply such unused Allowance toward (i) the cost of moving from its existing location(s) into the Premises, as well as (ii) the cost of telephone, data and computer cabling, consulting fees, acquisition and installation and/ or moving of Tenant's furniture, trade fixtures and equipment and other personal property into the Premises (collectively, "Moving and Relocation Costs"). Such portion of the unused Allowance which Tenant is entitled to apply toward its Moving and Relocation Costs is referred to herein as the "Moving Allowance". Any unused portion of the Allowance that is in excess of the Moving Allowance shall accrue to the sole benefit of Landlord, it being understood and agreed that Tenant shall not be entitled to receive any credit or abatement in connection therewith. Landlord shall disburse the Moving Allowance, or applicable portion thereof, to Tenant within fortyfive (45) days after receipt of paid invoices from Tenant with respect to Tenant's actual Moving and Relocation Costs. D. Landlord, at Landlord's cost (not to be applied against the Allowance), agrees that Landlord will demolish the existing ceiling system on both the 12th and 14th floors of the Building (in accordance with a construction schedule agreed upon by and between Landlord and Tenant) and replace the same with a Building-standard ceiling system, including Building-standard lights and all necessary seismic upgrades to the sprinkler and HVAC supports (the "Landlord Work"). The estimated cost of such work, per rentable square foot, is as follows:
COST PER RENTABLE SQUARE FOOT -------------------$0.75 $1.50 $1.10 $2.25 ----$5.60 =====

ITEM OF WORK -----------------Ceiling demolition Seismic Costs Lights Ceiling

Total

2

Notwithstanding the foregoing, Tenant shall have the right, to be exercised by written notice delivered to Landlord, to elect to install an above-standard ceiling as opposed to a Building-standard ceiling, as described above, in the 12th and/or the 14th floors. In such event, Landlord will provide a credit, to be added to the Allowance, in the amount of the cost of the Building-standard ceiling system which Landlord would have otherwise constructed on such floor(s), which credit is estimated to be $4.10 per rentable square foot. Additionally, in any such event, Landlord will remain responsible for the performance of seismic upgrades to the sprinkler and HVAC supports in connection with such ceiling replacement. As part of the Landlord Work, Landlord will retain a mutually acceptable asbestos consultant (tentatively PBS Environmental of Portland) to survey the 12th and 14th floors of the Building during the course of performance of the Landlord Work in order to determine whether such floor(s) contain asbestos containing construction (or other) materials; said consultant will also survey Suite 100 (such survey of the 12th and 14th floors and Suite 100 being referred to herein as the "Asbestos Survey"). The cost of the Asbestos Survey shall be borne by Tenant; provided, Tenant shall be consulted on its scope and design. The results of the Asbestos Survey will be made available by Landlord to Tenant provided Tenant executes a confidentiality agreement in form and substance reasonably acceptable to Landlord. If the results of the Asbestos Survey show that there is asbestos containing construction (or other) material in or on the 12th or 14th floors, or in Suite 100, Landlord, at Landlord's cost (not to be deducted from the Allowance) shall, as part of the Landlord Work, abate or encapsulate such asbestos consistent with applicable Laws (documentation of such work shall be available for Tenant's review in the Building' management office). Additionally, Landlord agrees that at Tenant's request, Landlord will perform a similar Asbestos Survey at Tenant's cost and, will, at Landlord's cost, abate or encapsulate any asbestos containing construction (or other) materials, with respect to (i) the Second Must-Take Space (defined in Section 6 of Exhibit F to the Lease) prior to Tenant's occupancy of such space, (ii) the Suite 1900 Offering Space (defined in Section 7.A of Exhibit F to the Lease) if Tenant exercises its Right of First Offer with respect to Suite 1900 and (iii) the "Offering Space", if Tenant exercises its Second Right of First Offer pursuant to Section 7.B of Exhibit F to the Lease. G. Notwithstanding any of the foregoing provisions of this Exhibit C or the Lease to the contrary: (i) If, as a condition to the issuance of a permit for the construction of the Initial Alterations to be performed by Tenant within Suites 100 and 1200 (12th floor), the City of Portland ("City") requires that the Building undergo seismic retrofit or upgrade work on a "building-wide" or other "outside-the-Premises" basis, as opposed to or in addition to the seismic ceiling work described above (and provided such requirement is not triggered by a specific type of non-standard improvement proposed by Tenant, such as the installation of a vault, as opposed to general office construction), the parties agree to cooperate in good faith in an effort to obtain a waiver of such requirement from City and Tenant agrees to reasonably cooperate with Landlord, in making such revisions to Tenant's plans as may be reasonably necessary to achieve such waiver. If, however, City has not agreed to waive such condition within thirty (30) days following the parties' request of waiver of such requirement and the cost of such seismic retrofit or upgrade work exceeds $200,000, Landlord may terminate the Lease by written notice to Tenant, such notice to be given within ten (10) business days following the expiration of such thirty (30) day period. If Landlord does not exercise such termination option, Landlord will be deemed to have agreed to assume the responsibility for any such "building-wide" or other "outside the Premises" seismic upgrade work so required by City as a condition to the issuance of such construction permit. The cost of such work shall not be included in Expenses pursuant to Section 2 of Exhibit B. (ii) If, subsequent to the completion of the Initial Alterations in Suites 100 and 1200, as a condition to the issuance of a permit for the construction of Tenant's Alterations to the 14th Floor, the Second Must-Take Space, the Suite 1900 Offering Space, or the other Offering Space, City requires pursuant to Current Code (defined below) that the Building undergo 3 seismic retrofit or upgrade work on a "building-wide" or other "outside-the-Premises" basis, as opposed to or in addition to the seismic ceiling work described above (again, provided such requirement is not triggered by a specific, non-standard improvement proposed by Tenant), then the parties agree to cooperate in good faith in an effort to obtain a waiver of such requirement from City and Tenant agrees to reasonably cooperate with Landlord, in making such revisions to Tenant's plans as may be reasonably necessary to achieve such waiver. If, however, City has not agreed to waive such condition within thirty (30) days following the parties' request of waiver of such requirement, Landlord shall be deemed to have agreed to assume the responsibility for any such

"building-wide" or "outside-the-Premises" seismic upgrade work so required by City as a condition to the issuance of such construction permit. The cost of such work shall not be included in Expenses pursuant to Section 2 of Exhibit B. (iii) Further, if at any time during the Term or any extension thereof, City or other governmental jurisdiction requires that the Building undergo seismic retrofit or upgrade work on a "building-wide" or other "outside-thePremises" basis and such retrofit or upgrade is imposed to bring the Building closer to or in full compliance with Zone III or current State of Oregon Structural Specialty Code or other similar earthquake standards currently (circa December 1, 2004) applicable to new buildings in the City ("Current Code") and if the performance of such retrofit or upgrade would otherwise be properly included in Expenses pursuant to Section 2 of Exhibit B, recoverable from Tenant albeit on an amortized basis with interest, such recovery or pass through of such cost (including imputed or actual interest thereon) from Tenant shall not exceed (i.e., shall be capped at) $1.00 per square foot of the Premises per year; provided, however that no such cap shall be imposed on the pass through of costs as Expenses for seismic work to the extent the work is required to comply with laws, rules or regulations first enacted or interpreted above and beyond the Current Code. H. Except as expressly set forth herein, this Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise (with the exception of the First Must-Take Space), or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. I. In addition to the Landlord Work, Landlord agrees to (i) make certain cosmetic upgrades to the Building's parking garage (i.e., clean garage surfaces and paint vertical surfaces and add additional lighting where necessary) and (ii) upgrade the finishes within the existing freight elevator which accesses the plaza level space of the Building so as to more readily approximate the finishes in a passenger elevator. Upgrades to the entrance area of the parking garage and the freight elevator shall be completed prior to Tenant's occupancy of the Premises (which the parties acknowledge is expected to occur later than the Commencement Date). Landlord's cosmetic upgrades of the lower levels of the Building's parking garage shall be completed no later than June 30, 2006. Additionally, Landlord agrees to upgrade the external facade above the entrances on the ground floor of the Building by painting the existing metal spandrels to match the existing exterior finishes and by installing thereon brass lettering identifying Tenant (such lettering to be supplied by Tenant at Tenant's cost and approved by Landlord); Landlord shall meet and confer with Tenant in good faith, in an effort to reach a mutually acceptable design for such facade upgrades. 4 EXHIBIT D COMMENCEMENT LETTER (EXAMPLE)
Date Tenant Address ______________________ ______________________ ______________________ ______________________ ______________________

Re: Commencement Letter with respect to that certain Lease dated as of the _____ day of __________, _____, by and between OR-BF PLAZA LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP, as Landlord, and UMPQUA BANK, AN OREGON STATE CHARTERED BANK, as Tenant, for Premises initially containing 25,184 rentable square feet on the 1st and 12th floors of the Building, designated as Suite 100 and 1200, respectively, and subsequently to include additional space on the 1st floor consisting of 4,303 rentable square feet and designated as Suite 150 located at One SW Columbia, Portland, Oregon. Dear __________________:

In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and agrees: 1. The Commencement Date with respect to the ___________ space is ________________________; Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all 3 counterparts of this Commencement Letter in the space provided and returning 2 fully executed counterparts to my attention. Sincerely, Authorized Signatory Agreed and Accepted:
Tenant: ______________________ By: Name: Title: Date: ______________________ ______________________ ______________________ ______________________

1 EXHIBIT E BUILDING RULES AND REGULATIONS The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking facilities (if any), the Property and the appurtenances. In the event of a conflict between the following rules and regulations and the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control. Capitalized terms have the same meaning as defined in the Lease. If there is a conflict between this Lease and any rules and regulations enacted after the date of this Lease, the terms of this Lease shall control. The rules and regulations shall be generally applicable, and generally applied in the same manner, to all tenants of the Building. 1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas. At no time shall Tenant permit Tenant's employees to loiter in Common Areas or elsewhere about the Building or Property. 2. Plumbing fixtures and appliances shall be used only for the purposes for which designed and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances. Damage resulting to fixtures or appliances by Tenant, its agents, employees or invitees shall be paid for by Tenant and Landlord shall not be responsible for the damage. 3. No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as are first approved in writing by Landlord. Landlord will not unreasonably withhold its approval of Umpqua Bank's standard design. All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant's cost and expense, using the standard graphics for the Building. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building except by the Building maintenance personnel without Landlord's prior approval, which approval shall not be unreasonably withheld. 4. Landlord shall provide and maintain in the first floor (main lobby) of the Building an alphabetical directory board or other directory device listing tenants and no other directory shall be permitted unless previously consented to by Landlord in writing.

5. Subject to the provisions of Article 10 of the Lease regarding any Secured Area, Tenant shall not place any lock(s) on any door in the Premises or Building without Landlord's prior written consent, which consent shall not be unreasonably withheld, and Landlord shall have the right at all times to retain and use keys or other access codes or devices to all locks within and into the Premises. A reasonable number of keys to the locks on the entry doors in the Premises shall be furnished by Landlord to Tenant at Tenant's cost and Tenant shall not make any duplicate keys. All keys shall be returned to Landlord at the expiration or early termination of the Lease. 6. All contractors, contractor's representatives and installation technicians performing work in the Building shall be subject to Landlord's prior approval, which approval shall not be unreasonably withheld, and shall be required to comply with Landlord's standard rules, regulations, policies and procedures, which may be revised from time to time. 7. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours reasonably designated by Landlord. Tenant shall obtain Landlord's prior approval by providing a detailed listing of the activity, which approval shall not be unreasonably withheld. If approved by Landlord, the activity shall be under the supervision of Landlord and performed in the manner required by Landlord. Tenant shall assume all risk for damage to articles moved and injury to any persons resulting from the activity. If equipment, property, or personnel of Landlord or of any other party is damaged or injured as a result of or in connection with the activity, Tenant shall be solely liable for any resulting damage, loss or injury. 8. Landlord shall have the right to approve the weight, size, or location of heavy equipment or articles in and about the Premises, which approval shall not be unreasonably 1 withheld. Damage to the Building by the installation, maintenance, operation, existence or removal of Tenant's Property shall be repaired at Tenant's sole expense. 9. Corridor doors, when not in use, shall be kept closed. 10. Tenant shall not: (1) make or permit any improper, objectionable or unpleasant noises or odors in the Building, or otherwise interfere in any way with other tenants or persons having business with them; (2) without the prior written approval of Landlord (not to be unreasonably withheld) solicit business or distribute or cause to be distributed, in any portion of the Building, handbills, promotional materials or other advertising; or (3) conduct or permit other activities in the Building that might, in Landlord's sole opinion, constitute a nuisance. Notwithstanding the provisions of clause (2) above, Landlord acknowledges that Tenant desires to have a "brand specific" presence in the lobby of the Building from time to time. Tenant shall present to Landlord, for Landlord's approval, detailed descriptions of any proposed activity to be carried out by Tenant within the Building lobby (including a description of any physical placement Tenant desires to install), and Landlord shall, in good faith, diligently cooperate with Tenant in attempting to arrive at a mutually acceptable set of guidelines with respect to the same. Landlord agrees to promptly review and confer with Tenant with respect to any such proposed submission. 11. No animals, except those assisting handicapped persons, shall be brought into the Building or kept in or about the Premises. 12. No inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises, Building or about the Property, except for those substances as are typically found in similar premises used for general office purposes and are being used by Tenant in a safe manner and in accordance with all applicable Laws. Tenant shall not, without Landlord's prior written consent, use, store, install, spill, remove, release or dispose of, within or about the Premises or any other portion of the Property, any asbestos-containing materials or any solid, liquid or gaseous material now or subsequently considered toxic or hazardous under the provisions of 42 U.S.C. Section 9601 et seq. or any other applicable environmental Law which may now or later be in effect. Tenant shall comply with all Laws pertaining to and governing the use of these materials by Tenant and shall remain solely liable for the costs of abatement and removal. 13. Tenant shall not use, or permit any part of the Premises to be used for lodging, sleeping or for any illegal

purpose. 14. Tenant shall not knowingly take any action which would violate Landlord's labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute or interfere with Landlord's or any other tenant's or occupant's business or with the rights and privileges of any person lawfully in the Building ("LABOR Disruption"). If a Labor Dispute occurs due to Tenant's acts or omissions, Tenant shall take the actions necessary to resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disruption, until Landlord gives its written consent for the work to resume. Tenant shall have no claim for damages against Landlord or any of the Landlord Related Parties nor shall the Commencement Date of the Term be extended as a result of the above actions. 15. Tenant shall not install, operate or maintain in the Premises or in any other area of the Building, electrical equipment that would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined solely by Landlord. Tenant shall not furnish cooling or heating to the Premises, including, without limitation, the use of electric or gas heating devices, without Landlord's prior written consent. 16. Tenant shall not operate or permit to be operated a coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of beverages, foods, candy, cigarettes and other goods), except for machines for the exclusive use of Tenant's employees and invitees. 17. Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in areas designated by Landlord. 2 18. Landlord may from time to time adopt systems and procedures for the security and safety of the Building and Property, its occupants, entry, use and contents. Tenant, its agents, employees, contractors, guests and invitees shall comply with Landlord's systems and procedures. 19. Landlord shall have the right to prohibit the use of the name of the Building by Tenant in any publicity of Tenant; for so long as the Tenant is Umpqua Bank and the Building is named after Umpqua Bank, this Rule No. 19 shall not apply. Upon written notice from Landlord, Tenant shall refrain from and discontinue such publicity immediately. 20. Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in the Common Areas, unless a portion of the Common Areas have been declared a designated smoking area by Landlord, nor shall the above parties allow smoke from the Premises to emanate into the Common Areas or any other part of the Building. Landlord shall have the right to designate the Building (including the Premises) as a non-smoking building. 21. Landlord shall have the right to designate and approve standard window coverings for the Premises and to establish rules to assure that the Building presents a uniform exterior appearance. Tenant shall ensure, to the extent reasonably practicable, that window coverings are closed on windows in the Premises while they are exposed to the direct rays of the sun. 22. Deliveries to and from the Premises shall be made only at the times in the areas and through the entrances and exits reasonably designated by Landlord. Tenant shall not make deliveries to or from the Premises in a manner that might interfere with the use by any other tenant of its premises or of the Common Areas, any pedestrian use, or any use which is inconsistent with good business practice. 23. The work of cleaning personnel shall not be hindered by Tenant after 5:30 P.M., and cleaning work may be done at any time when the offices are vacant. Windows, doors and fixtures may be cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles to prevent unreasonable hardship to the cleaning service. 3 EXHIBIT F

EXHIBIT F ADDITIONAL PROVISIONS This Exhibit is attached to and made a part of the Lease by and between OR-BF PLAZA LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("Landlord") and UMPQUA BANK, AN OREGON STATE CHARTERED BANK ("Tenant") for space in the Building located at One SW Columbia, Portland, Oregon. 1. EXISTING LEASES. A. Generally. The parties acknowledge that Tenant currently (as of the date of this Lease) occupy space in the Building as follows: 1. Suite 150 Lease. Pursuant to the provisions of that certain Lease dated as of April 5, 1999 (the "Suite 150 Lease"), Landlord (as successor in interest to Spieker Properties, L.P.) leases to Tenant (as successor in interest to Centennial Bancorp) certain space located on the first (1st) floor of the Building, consisting of 5,303 rentable square feet and designated as Suite 150 ("Suite 150"). Tenant occupies Suite 150 pursuant to the Suite 150 Lease, Tenant occupies Suite 150 for the purpose of transacting commercial and retail banking services. The Suite 150 Lease is scheduled to expire, unless sooner terminated pursuant to the terms of the Suite 150 Lease, as of June 30, 2009. 2. Suite 900 Lease. Pursuant to the provisions of that certain Lease dated as of April 5, 1999, as said Lease has been amended by a First Amendment dated as of June 18, 1999 (the "Suite 900 Lease"), Landlord (as successor in interest to Spieker Properties, L.P.) leases to Tenant (as successor in interest to Centennial Bank) certain space located on the ninth (9th) floor of the Building, consisting of approximately 6,588 rentable square feet and designated as Suite 900 ("Suite 900"). B. Addition of Suite 150. Effective as of July 1, 2009 (the "Suite 150 Expansion Effective Date"), Suite 150 shall be added to and become a part of the Premises. From and after the Suite 150 Expansion Effective Date, the Premises (as then expanded to include the First Must-Take Space, as well as any other additional space added to the Premises pursuant to the provisions of Section 7 below) and the Suite 150, collectively, shall be deemed the "Premises", as defined in the Lease. The term for Suite 150 shall commence on the Suite 150 Expansion Effective Date and end on the Termination Date. Tenant's occupancy of Suite 150 from and after the Suite 150 Expansion Effective Date, shall be subject to all the terms and conditions of the Lease except as expressly modified in this Section 1(b), it being acknowledged, however, that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions granted with respect to the original Premises unless such concessions are expressly provided for herein with respect to Suite 150. 1. Base Rent for Suite 150. From and after the Suite 150 Expansion Effective Date, the schedule of Base Rent payable with respect to Suite 150 for the balance of the Term shall be the following:
ANNUAL RATE PER SQUARE FOOT --------------$24.34 $25.31 $26.32 $27.37 MONTHLY BASE RENT ---------$10,756.25 $11,184.91 $11,631.25 $12,095.26

PERIOD -----------------------------------JULY 1, 2009 - NOVEMBER 30, 2010 DECEMBER 1, 2010 - NOVEMBER 30, 2012 DECEMBER 1, 2012 - NOVEMBER 30, 2014 DECEMBER 1, 2014 - NOVEMBER 30, 2016

2. Tenant's Pro Rata Share for Suite 150. From and after the Suite 150 Expansion Effective Date, Tenant's Pro Rata Share shall be increased by 1.9527% to reflect the addition to the Premises of Suite 150. 3. Expenses and Taxes. For the period commencing with the Suite 150 Expansion Effective Date, Tenant shall pay for Tenant's Pro Rata Share of Expenses and Taxes applicable to Suite 150 in accordance with the 1 terms of the Lease, and the Base Year with respect to Suite 150 shall be the same as the Base Year for the initial

terms of the Lease, and the Base Year with respect to Suite 150 shall be the same as the Base Year for the initial Premises. 4. "As-Is" Acceptance. Tenant shall accept Suite 150 in its then "as-is" condition, without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements therein. 5. Use. Effective as of the Suite 150 Expansion Effective Date: (a) Use Generally. Section 1.11 of the Lease shall be revised to read as follows: "General office use and, with respect to Suite 150 only, the operation of a retail banking facility; provided that, in no event shall any portion of the Premises located on the 10th floor of the Building, be used for the operation of a business offering accounting services or consulting services, so long as an existing (as of the date of this Lease) lessee's prohibition on accounting services or consulting services on the 10th floor of the Building survives." (b) ATM. The following provisions shall be deemed added to the Lease. Tenant shall have the right to maintain the existing one (1) automatic teller machine ("ATM") and one (1) night depository "NIGHT DEPOSITORY" in the Building, accessible from the exterior of the Building which ATM and Night Depository shall be subject to all the terms and conditions of the Lease (including, without limitation, the Guaranty), except as noted below. (i) ATM/Night Depository Area. The area (the "ATM / NIGHT DEPOSITORY AREA") within 3 feet of the ATM and Night Depository, as such ATM and Night Depository are shown on EXHIBIT A-5, shall be deemed to comprise a portion of the Premises, as defined in the Lease, for the purposes of Tenant's insurance obligations under section 14 of the Lease. (ii) Permitted Use. With respect to the ATM / Night Depository Area only, the Permitted Use, as defined in the Lease, is modified to mean the operation of (a) an ATM: dispensing cash, processing withdrawals, deposits, transfers and advances, facilitating inquiries and requests about a user's account, and such other transactions as Landlord may permit in Landlord's sole and absolute discretion, and for no other use or purpose whatsoever, and (b) a Night Depository accepting deposits. (iii) As-Is Condition. Landlord leases the ATM / Night Depository Area to Tenant and Tenant leases the ATM / Night Depository Area from Landlord in as-is condition and configuration. Tenant agrees that Landlord has made no representations or warranties about the ATM / Night Depository Area, including, but not limited to representations about installation, signage, utility connections and availability (if applicable), and security. (iv) Signage, Appearance. Signage for the ATM and/or Night Depository, if any, shall be subject to Landlord's prior approval in accordance with Section (x) below. Tenant shall keep the ATM and Night Depository in good operating order, and shall at all times keep the ATM, Night Depository, and ATM / Night Depository Area in a neat, clean and sanitary condition to the reasonable satisfaction of Landlord. (v) Electrical Services. Landlord agrees to furnish Tenant electricity to the ATM / Night Depository Area only in accordance with, and subject to the terms and conditions 2 in the Lease. Landlord's failure to furnish, or any interruption or termination of services due to the application of Laws, the failure of any equipment, the performance of repairs, improvements or alterations, or the occurrence of any event or cause beyond the reasonable control of Landlord shall not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent nor relieve Tenant from the obligation to fulfill any covenant or agreement. Electricity used by Tenant in the ATM / Night Depository Area shall, at Landlord's option, be paid for by Tenant by either a separate charge payable by Tenant to Landlord within 30 days after billing by Landlord, or by separate charge billed by the applicable utility company and payable directly by Tenant. Tenant's use of electrical service for the ATM / Night Depository Area shall not exceed, either in voltage, rated capacity, use beyond Normal Business Hours or overall load, that which Landlord deems to be standard for the Building.

(vi) Ownership of Improvement Repairs. All improvements to the ATM and Night Depository in the ATM / Night Depository Area shall be owned by Tenant. Tenant shall, at its sole cost and expense, promptly perform all maintenance and repairs to the ATM and Night Depository and shall keep the same in good condition and repair. Tenant shall not make alterations, additions or improvements to the ATM / Night Depository Area without first obtaining the written consent of Landlord in accordance with Section 9.03 of the Lease in each instance, which consent may be withheld at Landlord's sole and absolute discretion. (vii) Indemnification. Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties, Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all Losses, which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring as a result of or in connection with the existence or use of the ATM or the Night Depository. (viii) Assignment and Subletting. Tenant shall not effect a Transfer of the ATM / Night Depository Area separate or apart from the Transfer of the Premises, without the prior written consent of Landlord, which consent may be withheld at Landlord's sole and absolute discretion. (ix) Surrender. At the expiration or earlier termination of the Lease or Tenant's right of possession, or in the event Tenant elects to sooner surrender the ATM / Night Depository Area, Tenant, at Tenant's sole cost, shall remove the ATM structure, the Night Depository structure, its property and all other property from the ATM / Night Depository Area, and quit and surrender the ATM / Night Depository Area to Landlord, after first returning them to good order, condition and repair to Landlord's reasonable satisfaction, including, without limitation, replacement of any glass panels removed from the exterior wall of the Building/Premises as part of the installation of the ATM and/or Night Depository. If Tenant fails to do so within 30 days after written notice, (a) Landlord may deem all or any part of Tenant's Property to be abandoned, and title to Tenant's Property shall be deemed to be immediately vested in Landlord, and (b) Landlord may perform such work as may be required to return the ATM / Night 3 Depository area to such good order, condition and repair at Tenant's expense. (x) Signs and Advertising. Tenant shall not place or permit to be placed on the exterior of the Premises or the door, window or roof, within any display window space or within 5 feet behind the entry to the Premises or otherwise visible from outside the Building or the Common Area, any sign, decoration, lettering, advertising matter or descriptive material without Landlord's prior written approval, which shall not be unreasonably withheld or delayed, except that Tenant may utilize such material within the Premises on a temporary basis to advertise special sales or promotional events without Landlord's approval provided that such material is professionally made, in good taste and is not taped to any window of the Premises. Tenant shall submit to Landlord reasonably detailed drawings of its proposed signs (other than such temporary signs described in the preceding sentence) for review and approval by Landlord prior to utilizing same. All signs, awnings, canopies, decorations, lettering, advertising matter or other items used by Tenant shall conform to the standards of design, motif, and decor established by Landlord for the Building from time to time and shall be insured and maintained at all times by Tenant in good condition, operating order and repair. Flashing signs, credit card signs and hand lettered signs visible from outside the Building or the Common Areas are prohibited. Landlord shall have the right, without notice to Tenant and without any liability for damage to the Premises reasonably caused thereby, to remove any items displayed or affixed in or to the Premises which Landlord determines to be in violation of the provisions of this section. If any damage is done to Tenant's signs, Tenant shall commence to repair same within 5 days after such damage occurs, and upon Tenant's failure to commence the repair work within said 5 day period and to diligently prosecute the same to completion, Landlord may, after notice to Tenant, repair such damage and Tenant shall pay Landlord, as additional Rent upon demand, Landlord's costs and expenses in connection therewith. 6. Parking. Upon the addition of Suite 150 to the Premises, Tenant shall lease from Landlord an additional four (4) Unreserved Spaces (defined in Section 2.(a) below). C. Termination of Suite 900 Lease. Pursuant to the provisions of a Lease Termination Agreement in the form of EXHIBIT I attached to the Lease entered into concurrently with the parties' mutual execution and delivery of this

Lease, the Suite 900 Lease will be terminated effective as of Tenant's occupancy of Suite 100. 2. PARKING. A. During the initial Term, Tenant shall lease from Landlord, and Landlord agrees to lease to Tenant, a total of ten (10) unreserved parking spaces (the "Unreserved Spaces") and nine (9) reserved spaces (the "Reserved Spaces") (the Unreserved Spaces and the Reserved Spaces being collectively referred to herein as the "Spaces") in the Building garage (the "Parking Facility") for the use of Tenant and its employees; six (6) of the Reserved Spaces shall be marked as reserved for Tenant's customers and will be located near the entry to the Parking Facility, as described in EXHIBIT F-1 attached hereto; three (3) of the Reserved Spaces will be marked as reserved for Umpqua Bank (or successor thereto). Tenant shall not have the right to lease or otherwise use more than the number of reserved and unreserved Spaces set forth above. As described in Sections 1.B.5 above, 5.B.5 and 6.B.5 below, as used when Tenant occupies each of Suite 150, the First Must Take Space and the Second Must Take Space (or any other additional Space in the Building occupied by Tenant), Tenant will be 4 entitled to lease additional Spaces in the Parking Facility on the basis of .75 Unreserved Spaces for each 1,000 rentable square foot added to the Premises. B. During the initial Term, Tenant shall pay to Landlord, as Additional Rent in accordance with Section 4 of the Lease, the sum of (i) $185.00 per month, plus applicable tax thereon, if any, for each Unreserved Space and (ii) $225.00 per month, plus additional tax therein, for each Reserved Space, as such rates may be adjusted from time-to-time to reflect the then current rates for parking in the Parking Facility. No deductions or allowances shall be made for days when Tenant or any of its employees does not utilize the Parking Facility or for Tenant utilizing less than all of the Spaces. C. Except for Reserved Spaces and areas designated by Landlord for reserved parking, all parking in the Parking Facility shall be on an unreserved, first-come, first-served basis. D. Landlord shall not be responsible for money, jewelry, automobiles or other personal property lost in or stolen from the Parking Facility regardless of whether such loss or theft occurs when the Parking Facility or any areas therein are locked or otherwise secured. Except as caused by the negligence or willful misconduct of Landlord and without limiting the terms of the preceding sentence, Landlord shall not be liable for any loss, injury or damage to persons using the Parking Facility or automobiles or other property therein, it being agreed that, to the fullest extent permitted by law, the use of the Spaces shall be at the sole risk of Tenant and its employees. E. Landlord shall have the right from time to time to designate the location of the Spaces (other than the Reserved Spaces for Tenant's customers, which shall be located near the entrance of the Parking Facility) and to promulgate reasonable rules and regulations regarding the Parking Facility, if any, the Spaces and the use thereof, including, but not limited to, rules and regulations controlling the flow of traffic to and from various parking areas, the angle and direction of parking and the like. Tenant shall comply with and cause its employees to comply with all such rules and regulations as well as all reasonable additions and amendments thereto. F. Tenant shall not store or permit its employees to store any automobiles in the Parking Facility without the prior written consent of Landlord; however, Tenant may park Tenant's executive cars overnight within the Reserved Spaces which are marked for Umpqua Bank (or successor thereto). Except for emergency repairs, Tenant and its employees shall not perform any work on any automobiles while located in the Parking Facility or on the Property. If it is necessary for Tenant or its employees to leave an automobile in the Parking Facility overnight, Tenant shall provide Landlord with prior notice thereof designating the license plate number and model of such automobile. G. Landlord shall have the right to temporarily close the Parking Facility or certain areas therein in order to perform necessary repairs, maintenance and improvements to the Parking Facility or any portion thereof; Landlord will use reasonable efforts to schedule the performance of any such work on weekends or after Building Service Hours. If the Parking Facility is closed for more than two (2) days in any thirty (30) day period, then the parking fees payable shall be prorated based upon the number of days the Parking Facility is open during such thirty (30) day period.

H. Tenant shall not assign or sublease any of the Spaces without the consent of Landlord which will not be withheld unreasonably if such assignment or sublease is in connection with a Transfer carried out in accordance with the terms of the Lease (and will not be required in the case of a Permitted Transfer). Landlord shall have the right to terminate the parking agreement set forth in this Section 2 with respect to any Spaces that Tenant subleases or assigns without Landlord's consent (other than the sublease or assignment of spaces in connection with a Permitted Transfer). I. Landlord may elect to provide parking cards or keys to control access to the Parking Facility. In such event, Tenant shall be provided with one card or key for each Space that Tenant is leasing hereunder, provided that Landlord shall have 5 the right to require Tenant or its employees to place a deposit on such access cards or keys and to pay a fee for any lost or damaged cards or keys. J. Landlord hereby reserves the right to enter into a management agreement or lease with an entity for all or any portion of the Parking Facility (a "Parking Facility Operator"). In such event, Tenant, upon request of Landlord, shall enter into a parking agreement with such Parking Facility Operator and pay such Parking Facility Operator the monthly charge established hereunder, and Landlord shall have no liability for claims arising through acts or omissions of any Parking Facility Operator unless caused by Landlord's negligence or willful misconduct. It is understood and agreed that the identity of any Parking Facility Operator may change from time to time during the Term. In connection therewith, any parking lease or agreement entered into between Tenant and any Parking Facility Operator shall be freely assignable by such Parking Facility Operator or any successors thereto. 3. FIRST RENEWAL OPTION. A. Grant of Option; Conditions. Tenant shall have the right to extend the Term (the "First Renewal Option") for one additional period of five (5) years commencing on the day following the Termination Date of the initial Term and ending on the fifth (5th) anniversary of the Termination Date (the "First Renewal Term"), if: 1. Landlord receives notice of exercise ("Initial Renewal Notice") not less than 12 full calendar months prior to the expiration of the initial Term and not more than 15 full calendar months prior to the expiration of the initial Term; and 2. Tenant is not in default under the Lease beyond any applicable cure periods at the time that Tenant delivers its Initial Renewal Notice or at the time Tenant delivers its Binding Notice (as defined below); and 3. [INTENTIONALLY OMITTED] 4. The Lease has not been assigned (other than pursuant to a Permitted Transfer) prior to the date that Tenant delivers its Initial Renewal Notice or prior to the date Tenant delivers its Binding Notice. B. Terms Applicable to Premises During First Renewal Term. 1. The initial Base Rent rate per rentable square foot for the Premises during the First Renewal Term shall equal the Prevailing Market (hereinafter defined) rate per rentable square foot for the Premises. Base Rent during the First Renewal Term shall increase, if at all, and shall include a tenant improvement allowance competitive for comparable renewal transactions for Class "A" office buildings in the City of Portland Central Business District ("Renewal Allowance") in accordance with the increases assumed in the determination of Prevailing Market rate. Base Rent attributable to the Premises shall be payable in monthly installments in accordance with the terms and conditions of the Lease. 2. Tenant shall pay Additional Rent (i.e. Taxes and Expenses) for the Premises during the First Renewal Term in accordance with the terms of the Lease, and the manner and method in which Tenant reimburses Landlord for Tenant's share of Taxes and Expenses and the Base Year, if any, applicable to such matter, shall be some of the factors considered in determining the Prevailing Market rate for the First Renewal Term.

C. Initial Procedure for Determining Prevailing Market. Within 30 days after receipt of Tenant's Initial Renewal Notice, Landlord shall advise Tenant of the applicable Base Rent rate for the Premises for the First Renewal Term including any increases during the First Renewal Term, and the amount of the Renewal Allowance ("First Renewal Provisions"). Tenant, within 15 days after the date on which Landlord advises Tenant of the applicable First Renewal Provisions, shall either (i) give Landlord final binding written notice ("Binding Notice") of Tenant's exercise of its First Renewal Option, or (ii) if Tenant disagrees with Landlord's determination, provide Landlord with written notice of rejection (the "Rejection Notice"). If Tenant fails to provide Landlord with either a Binding Notice or 6 Rejection Notice within such 15 day period, Tenant's First Renewal Option shall be null and void and of no further force and effect. If Tenant provides Landlord with a Binding Notice, Landlord and Tenant shall enter into the Renewal Amendment (as defined below) upon the terms and conditions set forth herein. If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant shall work together in good faith to agree upon the Prevailing Market rate for the Premises during the First Renewal Term. Upon agreement, Landlord and Tenant shall enter into the Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant fail to agree upon the Prevailing Market rate within 30 days after the date Tenant provides Landlord with the Rejection Notice, Tenant, by written notice to Landlord (the "Arbitration Notice") within 10 days after the expiration of such 30 day period, shall have the right to have the Prevailing Market rate determined in accordance with the arbitration procedures described in Section 3.D below. If Landlord and Tenant fail to agree upon the Prevailing Market rate within the 30 day period described and Tenant fails to timely exercise its right to arbitrate, Tenant's First Renewal Option shall be deemed to be null and void and of no further force and effect. D. Arbitration Procedure. 1. If Tenant provides Landlord with an Arbitration Notice, Landlord and Tenant, within 5 days after the date of the Arbitration Notice, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the Prevailing Market rate for the Premises during the First Renewal Term (collectively referred to as the "Estimates"). If the higher of such Estimates is not more than 105% of the lower of such Estimates, then Prevailing Market rate shall be the average of the two Estimates. If the Prevailing Market rate is not resolved by the exchange of Estimates, then, within 7 days after the exchange of Estimates, Landlord and Tenant shall each select an appraiser to determine which of the two Estimates most closely reflects the Prevailing Market rate for the Premises during the First Renewal Term. Each appraiser so selected shall be certified as an MAI appraiser or as an ASA appraiser and shall have had at least 5 years experience within the previous 10 years as a real estate appraiser working in Portland, Oregon, with working knowledge of current rental rates and practices. For purposes hereof, an "MAI" appraiser means an individual who holds an MAI designation conferred by, and is an independent member of, the American Institute of Real Estate Appraisers (or its successor organization, or in the event there is no successor organization, the organization and designation most similar), and an "ASA" appraiser means an individual who holds the Senior Member designation conferred by, and is an independent member of, the American Society of Appraisers (or its successor organization, or, in the event there is no successor organization, the organization and designation most similar). Any Estimate will include assumptions regarding the increase (if any) in Base Rent payable during the course of the First Renewal Term, as described in Section 3.B.1 above. 2. Upon selection, Landlord's and Tenant's appraisers shall work together in good faith to agree upon which of the two Estimates most closely reflects the Prevailing Market rate for the Premises. The Estimate chosen by such appraisers shall be binding on both Landlord and Tenant as the Base Rent rate for the Premises during the First Renewal Term. If either Landlord or Tenant fails to appoint an appraiser within the 7 day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. If both Landlord and Tenant fail to select an appraiser within such 7 day period, the 7 day period shall be extended until such time as one of the parties selects an appraiser and gives notice thereof to the other party and such other party shall have 5 days thereafter to select its appraiser. If the two appraisers cannot agree upon which of the two Estimates most closely reflects the Prevailing Market within 20 days after their appointment, then, within 10 days after the expiration of such 20 day period, the two appraisers shall select a third appraiser meeting the aforementioned criteria. Once the third appraiser (i.e. arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within 14 days, the arbitrator shall make his determination of

which of the two Estimates 7 most closely reflects the Prevailing Market rate and such Estimate shall be binding on both Landlord and Tenant as the Base Rent rate for the Premises. If the arbitrator believes that expert advice would materially assist him, he may retain one or more qualified persons to provide such expert advice. The parties shall share equally in the costs of the arbitrator and of any experts retained by the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert. 3. If the Prevailing Market rate has not been determined by the commencement date of the First Renewal Term, Tenant shall pay Base Rent upon the terms and conditions in effect during the last month of the initial Term for the Premises until such time as the Prevailing Market rate has been determined. Upon such determination, the Base Rent for the Premises shall be retroactively adjusted to the commencement of the First Renewal Term for the Premises. If such adjustment results in an underpayment of Base Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment within 30 days after the determination thereof. If such adjustment results in an overpayment of Base Rent by Tenant, Landlord shall credit such overpayment against the next installment of Base Rent due under the Lease and, to the extent necessary, any subsequent installments, until the entire amount of such overpayment has been credited against Base Rent. E. Renewal Amendment. If Tenant is entitled to and properly exercises its Renewal Option, Landlord shall prepare an amendment (the "Renewal Amendment") to reflect changes in the Base Rent, Term, Termination Date and other appropriate terms. The Renewal Amendment shall be sent to Tenant within a reasonable time after receipt of the Binding Notice and Tenant shall execute and return the Renewal Amendment to Landlord within 15 days after Tenant's receipt of same, but, upon final determination of the Prevailing Market rate applicable during the Renewal Term as described herein, an otherwise valid exercise of the Renewal Option shall be fully effective whether or not the Renewal Amendment is executed. F. Prevailing Market. For purposes hereof, "Prevailing Market" shall mean the arms length fair market annual rental rate per rentable square foot, as well as the tenant improvement allowance which is provided to tenants, under renewal leases and amendments entered into on or about the date on which the Prevailing Market is being determined hereunder for space comparable to the Premises in the Building and other Class "A" office buildings in the City of Portland Central Business District and will include a Renewal Allowance. The determination of Prevailing Market shall take into account any material economic differences between the terms of this Lease and any comparison lease or amendment, such as rent abatements, construction costs and allocations and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes. 4. SECOND RENEWAL OPTION. A. Grant of Option; Conditions. Tenant shall have the right to extend the Term (the "Second Renewal Option") for one additional period of five (5) years commencing on the day following the Termination Date of the First Renewal Term and ending on the fifth (5th) anniversary of the Termination Date (the "Second Renewal Term"), if: 1. Landlord receives notice of exercise ("Initial Renewal Notice") not less than 12 full calendar months prior to the expiration of the First Renewal Term and not more than 15 full calendar months prior to the expiration of the First Renewal Term; and 2. Tenant is not in default under the Lease beyond any applicable cure periods at the time that Tenant delivers its Initial Renewal Notice or at the time Tenant delivers its Binding Notice (as defined below); and 3. [INTENTIONALLY OMITTED] 8 4, The Lease has not been assigned (other than pursuant to a Permitted Transfer) prior to the date that Tenant delivers its Initial Renewal Notice or prior to the date Tenant delivers its Binding Notice.

delivers its Initial Renewal Notice or prior to the date Tenant delivers its Binding Notice. B. Terms Applicable to Premises During Second Renewal Term. 1. The initial Base Rent rate per rentable square foot for the Premises during the Second Renewal Term shall equal the Prevailing Market (hereinafter defined) rate per rentable square foot for the Premises. Base Rent during the Second Renewal Term shall increase, if at all, and shall include a tenant improvement allowance competitive for comparable renewal transactions for Class "A" office buildings in the City of Portland Central Business District ("Renewal Allowance") in accordance with the increases assumed in the determination of Prevailing Market rate. Base Rent attributable to the Premises shall be payable in monthly installments in accordance with the terms and conditions of the Lease. 2. Tenant shall pay Additional Rent (i.e. Taxes and Expenses) for the Premises during the Second Renewal Term in accordance with the terms of the Lease, and the manner and method in which Tenant reimburses Landlord for Tenant's share of Taxes and Expenses and the Base Year, if any, applicable to such matter, shall be some of the factors considered in determining the Prevailing Market rate for the Second Renewal Term. C. Initial Procedure for Determining Prevailing Market. Within 30 days after receipt of Tenant's Initial Renewal Notice, Landlord shall advise Tenant of the applicable Base Rent rate for the Premises for the Second Renewal Term including any increases during the Second Renewal Term, and the amount of the Renewal Allowance ("Second Renewal Provisions"). Tenant, within 15 days after the date on which Landlord advises Tenant of the applicable Second Renewal Provisions, shall either (i) give Landlord final binding written notice ("Binding Notice") of Tenant's exercise of its Second Renewal Option, or (ii) if Tenant disagrees with Landlord's determination, provide Landlord with written notice of rejection (the "Rejection Notice"). If Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such 15 day period, Tenant's Second Renewal Option shall be null and void and of no further force and effect. If Tenant provides Landlord with a Binding Notice, Landlord and Tenant shall enter into the Renewal Amendment (as defined below) upon the terms and conditions set forth herein. If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant shall work together in good faith to agree upon the Prevailing Market rate for the Premises during the Second Renewal Term. Upon agreement, Landlord and Tenant shall enter into the Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant fail to agree upon the Prevailing Market rate within 30 days after the date Tenant provides Landlord with the Rejection Notice, Tenant, by written notice to Landlord (the "Arbitration Notice") within 10 days after the expiration of such 30 day period, shall have the right to have the Prevailing Market rate determined in accordance with the arbitration procedures described in Section 4.D below. If Landlord and Tenant fail to agree upon the Prevailing Market rate within the 30 day period described and Tenant fails to timely exercise its right to arbitrate, Tenant's Second Renewal Option shall be deemed to be null and void and of no further force and effect. D. Arbitration Procedure. 1. If Tenant provides Landlord with an Arbitration Notice, Landlord and Tenant, within 5 days after the date of the Arbitration Notice, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the Prevailing Market rate for the Premises during the Second Renewal Term (collectively referred to as the "Estimates"). If the higher of such Estimates is not more than 105% of the lower of such Estimates, then Prevailing Market rate shall be the average of the two Estimates. If the Prevailing Market rate is not resolved by the exchange of Estimates, then, within 7 days after the exchange of Estimates, Landlord and Tenant shall each select an appraiser to determine which of the two Estimates most closely reflects the Prevailing Market rate for the Premises during the Second Renewal Term. Each appraiser so selected shall be certified as an MAI appraiser or as an ASA appraiser and shall have had at least 5 9 years experience within the previous 10 years as a real estate appraiser working in Portland, Oregon, with working knowledge of current rental rates and practices. For purposes hereof, an "MAI" appraiser means an individual who holds an MAI designation conferred by, and is an independent member of, the American Institute of Real Estate Appraisers (or its successor organization, or in the event there is no successor organization, the organization and designation most similar), and an "ASA" appraiser means an individual who holds the Senior Member designation conferred by, and is an independent member of, the American Society of Appraisers (or its

successor organization, or, in the event there is no successor organization, the organization and designation most similar). Any Estimate will include assumptions regarding the increase (if any) in Base Rent payable during the course of the Second Renewal Term, as described in Section 4.B.1 above. 2. Upon selection, Landlord's and Tenant's appraisers shall work together in good faith to agree upon which of the two Estimates most closely reflects the Prevailing Market rate for the Premises. The Estimate chosen by such appraisers shall be binding on both Landlord and Tenant as the Base Rent rate for the Premises during the Second Renewal Term. If either Landlord or Tenant fails to appoint an appraiser within the 7 day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. If both Landlord and Tenant fail to select an appraiser within such 7 day period, the 7 day period shall be extended until such time as one of the parties selects an appraiser and gives notice thereof to the other party and such other party shall have 5 days thereafter to select its appraiser. If the two appraisers cannot agree upon which of the two Estimates most closely reflects the Prevailing Market within 20 days after their appointment, then, within 10 days after the expiration of such 20 day period, the two appraisers shall select a third appraiser meeting the aforementioned criteria. Once the third appraiser (i.e. arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within 14 days, the arbitrator shall make his determination of which of the two Estimates most closely reflects the Prevailing Market rate and such Estimate shall be binding on both Landlord and Tenant as the Base Rent rate for the Premises. If the arbitrator believes that expert advice would materially assist him, he may retain one or more qualified persons to provide such expert advice. The parties shall share equally in the costs of the arbitrator and of any experts retained by the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert. 3. If the Prevailing Market rate has not been determined by the commencement date of the Second Renewal Term, Tenant shall pay Base Rent upon the terms and conditions in effect during the last month of the initial Term for the Premises until such time as the Prevailing Market rate has been determined. Upon such determination, the Base Rent for the Premises shall be retroactively adjusted to the commencement of the Second Renewal Term for the Premises. If such adjustment results in an underpayment of Base Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment within 30 days after the determination thereof. If such adjustment results in an overpayment of Base Rent by Tenant, Landlord shall credit such overpayment against the next installment of Base Rent due under the Lease and, to the extent necessary, any subsequent installments, until the entire amount of such overpayment has been credited against Base Rent. E. Renewal Amendment. If Tenant is entitled to and properly exercises its Renewal Option, Landlord shall prepare an amendment (the "Second Renewal Amendment") to reflect changes in the Base Rent, Term, Termination Date and other appropriate terms. The Renewal Amendment shall be sent to Tenant within a reasonable time after receipt of the Binding Notice and Tenant shall execute and return the Renewal Amendment to Landlord within 15 days after Tenant's receipt of same, but, upon final determination of the Prevailing Market rate applicable during the Second Renewal Term as described herein, an 10 otherwise valid exercise of the Second Renewal Option shall be fully effective whether or not the Renewal Amendment is executed. F. Prevailing Market. For purposes hereof, "Prevailing Market" shall mean the arms length fair market annual rental rate per rentable square foot, as well as the tenant improvement allowance which is provided to tenants, under renewal leases and amendments entered into on or about the date on which the Prevailing Market is being determined hereunder for space comparable to the Premises in the Building and other Class "A" office buildings in the City of Portland Central Business District and will include a Renewal Option. The determination of Prevailing Market shall take into account any material economic differences between the terms of this Lease and any comparison lease or amendment, such as rent abatements, construction costs and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes. 5. FIRST MUST-TAKE SPACE. A. Generally. Tenant hereby leases from Landlord and Landlord hereby leases to Tenant the 17,164 square feet of rentable area described as Suite No. 1400 on the 14th floor of the Building and shown on EXHIBIT A-3

attached to the Lease (the "First Must-Take Space"). The Term with respect to the First Must-Take Space shall commence on May 1, 2006 and will terminate on the Termination Date. Effective as of the First Must-Take Space Commencement Date, the First Must-Take Space shall be deemed to be a part of the Premises. Notwithstanding the foregoing to the contrary, the First Must-Take Space Commencement Date shall be delayed to the extent that Landlord fails to deliver possession of the First Must-Take Space for any reason, including but not limited to, holding over by prior occupants. However, any delay in the First Must-Take Space Commencement Date shall not subject Landlord to any liability for any loss or damage resulting therefrom. If the First Must-Take Space Commencement Date is delayed, the Termination Date shall not be similarly extended. B. Terms. The First Must-Take Space is leased by Tenant pursuant to all of the terms and conditions of the Lease, except that the financial terms and conditions (i.e., Base Rent and Additional Rent) for the First MustTake Space shall be as follows: 1. Base Rent. Tenant shall pay Landlord Base Rent for the First Must-Take Space as follows:
ANNUAL RATE PER SQUARE FOOT --------------$22.50 $23.40 $24.34 $25.31 $26.32 $27.37 MONTHLY BASE RENT ---------$32,182.50 $33,469.80 $34,814.31 $36,201.74 $37,646.37 $39,148.22

PERIOD -----------------------------------May 1, 2006 - November 30, 2006 December 1, 2006 - November 30, 2008 December 1, 2008 - November 30, 2010 December 1, 2010 - November 30, 2012 December 1, 2012 - November 30, 2014 December 1, 2014 - November 30, 2016

Landlord and Tenant acknowledge that the foregoing schedule is based on the assumption that the First MustTake Commencement Date on the First Must-Take Space is May 1, 2006. If the First Must-Take Space Commencement Date is other than May 1, 2006, the schedule set forth above with respect to the payment of any installment(s) of Base Rent for the First Must-Take Space shall be appropriately adjusted on a per diem basis to reflect the actual First Must-Take Space Commencement Date (dates of adjustment in the Base Rent rate will not be changed, however) 11 and the parties will enter into a the commencement letter agreement, to be prepared by Landlord, in the form attached as EXHIBIT D to the Lease. 2. Additional Rent. Effective as of the First Must-Take Space Commencement Date, Tenant shall pay Additional Rent (i.e., Expenses and Taxes) for the First Must-Take Space on the same terms and conditions set forth in the Lease, provided that effective as of the First Must-Take Space Commencement Date, Tenant's Pro Rata Share shall increase by 6.32032%, account for the addition of the First Must-Take Space. 3. Delay in Delivery. Notwithstanding any of the foregoing to the contrary, if Tenant takes possession of the First Must-Take Space prior to the First Must-Take Space Commencement Date for any reason whatsoever (other than the performance of work in the First Must-Take Space with Landlord's prior approval, not to be unreasonably withheld), such possession shall be subject to all the terms and conditions of the Lease, and Tenant shall pay Base Rent and Additional Rent as applicable to the First Must-Take Space to Landlord on a per diem basis at the initial rate set forth in Section 5.B.1 above for each day of occupancy prior to the First Must-Take Space Commencement Date. 4. Improvements to Must-Take Space. Initial Improvements to the First Must-Take Space will be constructed by Tenant, pursuant to EXHIBIT C attached to the Lease. 5. Parking. Effective as of the First Must-Take Space Commencement Date, Landlord shall lease to Tenant, in addition to the Spaces being leased pursuant to Section 2 above, 13 Unreserved Spaces in the Parking Facility

for the use of Tenant and its employees. The Unreserved Spaces shall be subject to the terms and conditions of Section 2 and this EXHIBIT F. 6. SECOND MUST-TAKE SPACE. A. Generally. Subject to the provisions of Section 7.C below, Tenant hereby leases from Landlord and Landlord hereby leases to Tenant an additional floor in the Building, to be identified by Landlord on or before April 1, 2009 (the "Second Must-Take Space"). Landlord will use reasonable efforts to designate a floor that is located within two (2) floors of either the 12th or the 14th floors of the Building as the Second Must-Take Space. The Second Must-Take Space shall consist of approximately 17,164 rentable square feet (unless Landlord designates the nineteenth (19th) floor of the Building as the Second Must-Take Space, in which case the Second Must-Take Space shall consist of 14,777 rentable square feet). The Term with respect to the Second Must-Take Space shall commence on April 1, 2011 and will terminate on the Termination Date. Effective as of the Second Must-Take Space Commencement Date, the Second Must-Take Space shall be deemed to be a part of the Premises. Notwithstanding the foregoing to the contrary, the Second Must-Take Space Commencement Date shall be delayed to the extent that Landlord fails to deliver possession of the Second Must-Take Space for any reason, including but not limited to, holding over by prior occupants. However, any delay in the Second Must-Take Space Commencement Date shall not subject Landlord to any liability for any loss or damage resulting therefrom. If the Second Must-Take Space Commencement Date is delayed, the Termination Date shall not be similarly extended. B. Terms. The Second Must-Take Space is leased by Tenant pursuant to all of the terms and conditions of the Lease, except that the financial terms and conditions (i.e., Base Rent and Additional Rent) for the Second MustTake Space shall be as follows: 12 1. Base Rent. Tenant shall pay Landlord Base Rent for the Second Must-Take Space as follows:
ANNUAL RATE PER SQUARE FOOT --------------$25.31 $26.32 $27.37

PERIOD -----------------------------------April 1, 2011 - November 30, 2012 December 1, 2012 - November 30, 2014 December 1, 2014 - November 30, 2016

Landlord and Tenant acknowledge that the foregoing schedule is based on the assumption that the Second MustTake Commencement Date on the Second Must-Take Space is April 1, 2011. If the Second Must-Take Space Commencement Date is other than April 1, 2011, the schedule set forth above with respect to the payment of any installment(s) of Base Rent for the Second Must-Take Space shall be appropriately adjusted on a per diem basis to reflect the actual Must-Take Space Commencement Date (dates of adjustment in the Base Rent rate will not be changed, however) and the parties will enter into a the commencement letter agreement in the form attached as EXHIBIT D to be prepared by Landlord. 2. Additional Rent. Effective as of the Second Must-Take Space Commencement Date, Tenant shall pay Additional Rent (i.e. Expenses and Taxes) for the Second Must-Take Space on the same terms and conditions set forth in the Lease, provided that effective as of the Second Must-Take Space Commencement Date, Tenant's Pro Rata Share shall increase to account for the addition of the Second Must-Take Space. 3. Delay in Delivery. Notwithstanding any of the foregoing to the contrary, if Tenant takes possession of the Second Must-Take Space prior to the Second Must-Take Space Commencement Date for any reason whatsoever (other than the performance of work in the Second Must-Take Space with Landlord's prior approval, not to be unreasonably withheld), such possession shall be subject to all the terms and conditions of this Lease, and Tenant shall pay Base Rent and Additional Rent as applicable to the Second Must-Take Space to Landlord on a per diem basis for each day of occupancy prior to the Second Must-Take Space Commencement Date. 4. Improvements to Must-Take Space. Tenant shall be entitled to receive an improvement allowance (the

"Second Must Take Allowance") equal to $22.00 per square foot of rentable area of the Second Must Take Space. Additionally, Landlord agrees, at Landlord's sole cost and expense, to upgrade the ceiling on the floor in which the Second Must-Take Space is located, to a then-current "Building-standard" ceiling (including the performance of seismic upgrades to sprinkler and HVAC support, provided that if Tenant elects to undertake the ceiling work, Tenant shall be entitled to an increase in the Must-Take Allowance in the amount of $6.05, 5. Parking. Effective as of the Second Must-Take Space Commencement Date, Tenant shall lease from Landlord .75 Unreserved Spaces in the Parking Facility for every 1,000 rentable square feet in the Second Must-Take Space for the use of Tenant and its employees. Said additional Unreserved Spaces shall be subject to the terms and conditions of Section 2 above. C. Option to Terminate Obligation to Lease Second Must-Take Space. Tenant shall have the right, to be exercised by written notice delivered to Landlord on or before October 31, 2009, to rescind Tenant's obligation to lease the Second Must-Take Space (the "Second Must-Take Termination Option"). If Tenant exercises the Second Must-Take Termination Option, Tenant will be obligated to pay a fee (the "Second Must-Take Termination Fee") equal to nine (9) months of Base Rent which would have been payable with respect to the Second Must-Take Space at the rate applicable for the Second Must-Take Space as of April 1, 2011 (i.e., $25.31 per rentable square foot per annum), subject to reimbursement pursuant to Section 7.C below. Notwithstanding the foregoing, the Second Must-Take Termination Fee will be subject to retroactive mitigation, 13 as follows: If and to the extent that the Second Must-Take Space designated by Landlord is occupied by any tenant paying rent during the period from the date of Tenant's exercise of the Second Must-Take Termination Option through March 31, 2011, then the aggregate Base Rent paid by any such tenant (or tenants) of the Second Must-Take Space over such period shall be offset against the Second Must-Take Termination Fee and paid by Landlord to Tenant (or, at Landlord's option, applied against Base Rent next due and payable by Tenant under the Lease) as of April 1, 2011; provided, however, in no event shall the reduction in the Second MustTake Termination Fee exceed the amount of Base Rent that would otherwise have been payable by Tenant for the Second Must-Take Space for a period of three (3) months (i.e., in no event, following any such mitigation, shall the Second Must-Take Termination Fee equal less than six (6) months of Base Rent which would have otherwise been payable with respect to the Second Must-Take Space by Tenant). 7. RIGHTS OF FIRST OFFER. A. Right of First Offer - - Suite 1900. 1. Generally. Tenant shall have the one time right of first offer with respect to the 14,777 rentable square feet on the 19th floor of the Building known as Suite 1900 shown on the demising plan attached to the Lease as EXHIBIT A-4 (the "Suite 1900 Offering Space"), when the Suite 1900 Offering Space becomes "Available" for Lease. The Suite 1900 Offering Space shall be deemed to be "Available for Lease" as follows: (i) if the Suite 1900 Offering Space is under lease from time to time to third parties, the Suite 1900 Offering Space shall be deemed to be Available for Lease when Landlord has determined that such third party will not extend or renew the term of its lease or enter into a new lease for the Suite 1900 Offering Space, or (ii) if the Offering Suite 1900 Space is not under lease, the Suite 1900 Offering Space shall be deemed to be Available for Lease when Landlord is ready to put such space on the market for lease. Within a reasonable time after Landlord has determined that the Suite 1900 Offering Space is Available for Lease (but prior to leasing the Suite 1900 Offering Space to a third party), Landlord shall advise Tenant (the "Advice") of the terms under which Landlord is prepared to lease the Suite 1900 Offering Space to Tenant for the remainder of the Term. Tenant may lease the Suite 1900 Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord ("Notice of Exercise") within ten (10) Business Days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: a. Tenant is in default under the Lease at the time Landlord would otherwise deliver the Advice; or b. [INTENTIONALLY OMITTED] c. the Lease has been assigned (other than to a Permitted Transfer) prior to the date Landlord would otherwise

deliver the Advice; or d. [INTENTIONALLY OMITTED] e. fifty percent (50%) or more of the Suite 1900 Offering Space is not intended for the exclusive use of Tenant; or 2. Terms. a. If Tenant timely exercises the Right of First Offer granted herein, the term for the Suite 1900 Offering Space shall commence upon the commencement date stated in the Advice and thereupon the Suite 1900 Offering Space shall be considered a part of the Premises, provided that all of the terms stated in the Advice shall govern Tenant's leasing of the Suite 1900 Offering Space and only to the extent that they do not conflict with the Advice, the terms and conditions of the Lease shall apply to the Suite 1900 Offering Space. 14 b. Tenant shall pay Base Rent and Additional Rent for the Suite 1900 Offering Space in accordance with the terms and conditions of the Advice. c. The Suite 1900 Offering Space (including improvements, if any) shall be accepted by Tenant in its condition and as-built configuration existing on the earlier of the date Tenant takes possession of the Suite 1900 Offering Space or as of the date the term for the Suite 1900 Offering Space commences (provided that Landlord will deliver such space in broom-clean condition and free of claims of possession of third parties), however if the Advice specifies any allowance to be provided by Landlord with respect to the Suite 1900 Offering Space, Tenant may use such allowance to perform initial Alterations in such space. 3. Expiration of Right of First Offer. The rights of Tenant hereunder with respect to the Suite 1900 Offering Space shall terminate on the earlier to occur of: (i) November 30, 2014; (ii) Tenant's failure to exercise its Right of First Offer within the ten (10) Business Day period provided in Paragraph 7.A.1. above, and (iii) the date Landlord would have provided Tenant an Advice if Tenant had not been in violation of one or more of the conditions set forth in Paragraph 7.A.1. above. Notwithstanding the foregoing, Tenant shall once again have the Right of First Offer with respect to the Suite 1900 Offering Space if (i) Tenant was entitled to exercise its Right of First Offer, but failed to provide Landlord with a Notice of Exercise within the ten (10) day period provided in Section 7.A.1 above, and Landlord proposes to lease the Suite 1900 Offering Space to a prospective tenant on terms that are substantially different than those set forth in the Advice. For purposes hereof, the terms offered to a prospect shall be deemed to be substantially the same as those set forth in the Advice as long as there is no more than a five percent (5%) reduction in the "bottom line" cost per rentable square foot of the Suite 1900 Offering Space to the prospect when compared with the "bottom line" cost per rentable square foot under the Advice, considering all of the economic terms of the both deals, respectively, including, without limitation, the length of term, the net rent, any tax or expense escalation or other financial escalation and any financial concessions. 4. Offering Amendment. If Tenant exercises the Right of First Offer granted herein, Landlord shall prepare an amendment (the "Offering Amendment") adding the Suite 1900 Offering Space to the Premises on the terms set forth in the Advice and reflecting the changes in the Base Rent, Rentable Area of the Premises, Tenant's Pro Rata Share and other appropriate terms. A copy of the Offering Amendment shall be (i) sent to Tenant within a reasonable time after receipt of the Notice of Exercise executed by Tenant, and (ii) executed by Tenant and returned to Landlord within ten (10) days thereafter. Notwithstanding the foregoing, if Tenant exercises its Right of First Offer, but thereafter fails to timely execute and deliver the Offering Amendment to Landlord, at Landlord's option, Tenant's obligation to lease the Suite 1900 Offering Space in accordance with the terms and conditions of the Advice shall be final and binding on Tenant. B. Right of First Offer - - 11th and 15th Floors. 1. Generally. Tenant shall have the right of first offer with respect to any space that becomes Available for Lease (hereinafter defined) on the 11th or (subject to the Mazama Rights, defined below) 15th floors of the Building

(the "Offering Space"). Offering Space shall be deemed to be "Available for Lease" as follows: (i) with respect to any Offering Space that is under lease from time to time to third parties, such Offering Space shall be deemed to be Available for Lease when Landlord has determined that such third party will not extend or renew the term of its lease or enter into a new lease for the Offering Space, or (ii) with respect to any Offering Space that is not under lease, such Offering Space shall be deemed to be available when landlord is ready to put such space on the market for lease. Within a reasonable time after Landlord has determined that a particular portion of the Offering Space is Available for 15 Lease (but prior to leasing such portion of the Offering Space to a third party), Landlord shall advise Tenant (the "Advice") of the square footage and location of such portion of the Offering Space and the terms (i.e., Base Rent, Additional Rent and improvement allowance, if any) under which Landlord is prepared to lease such Offering Space to Tenant for the remainder of the Term. Tenant may lease such portion of the Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord ("Notice of Exercise") within ten (10) days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: a. Tenant is in default under the Lease at the time Landlord would otherwise deliver the Advice; or b. [INTENTIONALLY OMITTED] c. the Lease has been assigned (except in pursuant to a Permitted Transfer) prior to the date Landlord would otherwise deliver the Advice; or d. with respect to Space on the 15th floor, the holder of the Mazama Rights elects to exercise one or more of such rights, in a manner which supercedes the Right of First Offer with respect to such Space; or e. the Offering Space is not intended for the exclusive use of Tenant. 2. Terms. a. If Tenant timely exercises the Right of First Offer granted herein, the term for the Offering Space shall commence upon the commencement date stated in the Advice and thereupon such Offering Space shall be considered a part of the Premises, provided that all of the terms stated in the Advice shall govern Tenant's leasing of the Offering Space and only to the extent that they do not conflict with the Advice, the terms and conditions of the Lease shall apply to the Offering Space. b. Tenant shall pay Base Rent and Additional Rent for the Offering Space in accordance with the terms and conditions of the Advice. c. The Offering Space (including improvements) shall be accepted by Tenant in its condition and as-built configuration existing on the earlier of the date Tenant takes possession of the Offering Space or as of the date the term for such Offering Space commences, provided that such Offering Space shall be delivered to Tenant vacant, broom clean and free of claims and possession of third parties. 3. Expiration of Right of First Offer. The rights of Tenant hereunder with respect to any portion of the Offering Space for which Landlord provides Tenant with an Advice shall terminate on the earlier to occur of: (i) November 30, 2014, (ii) Tenant's failure to exercise its Right of First Offer within the ten (10) day period provided in Paragraph 7.B.1. above, and (ii) the date Landlord would have provided Tenant an Advice if Tenant had not been in violation of one or more of the conditions set forth in Paragraph 7.B.1 above. In addition, if Landlord provides Tenant with an Advice that contains expansion rights (whether such rights are described as an expansion option, right of first refusal, right to first offer or otherwise) and Tenant does not exercise its Right of First Offer to lease the Offering Space described in the Advice, and Landlord subsequently leases such Offering Space to a third party pursuant to a lease containing all or some of the expansion rights, Tenant's Right of First Offer shall be thereafter subject and subordinate to all such expansion rights contained in the third party lease. Notwithstanding the foregoing, Tenant shall once again have the Right of First Offer with respect to the Offering Space if (i) Tenant was entitled

to exercise its Right of First Offer, but failed to 16 provide Landlord with a Notice of Exercise within the ten (10) day period provided in Section 7.B.1 above, and Landlord proposes to lease the Offering Space to a prospective tenant on terms that are substantially different than those set forth in the Advice. For purposes hereof, the terms offered to a prospect shall be deemed to be substantially the same as those set forth in the Advice as long as there is no more than a ten percent (10%) reduction in the "bottom line" cost per rentable square foot of the Offering Space to the prospect when compared with the "bottom line" cost per rentable square foot under the Advice, considering all of the economic terms of the both deals, respectively, including, without limitation, the length of term, the net rent, any tax or expense escalation or other financial escalation and any financial concessions. 4. Offering Amendment. If Tenant exercises the Right of First Offer described herein, Landlord shall prepare an amendment (the "Offering Amendment") adding the Offering Space to the Premises on the terms set forth in the Advice and reflecting the changes in the Base Rent, rentable area of the Premises, Tenant's Pro Rata Share and other appropriate terms. A copy of the Offering Amendment shall be (i) sent to Tenant within a reasonable time after receipt of the Notice of Exercise executed by Tenant, and (ii) revised by Landlord to address any requested changes by Tenant that are necessary to accurately reflect the terms and conditions hereof; (iii) executed by Tenant and returned to Landlord within fifteen (15)days thereafter. Notwithstanding the foregoing, if Tenant exercises its Right of First Offer, but thereafter fails to timely execute and deliver the Offering Amendment to Landlord, at Landlord's option, Tenant's obligation to lease the Offering Space in accordance with the terms and conditions of the Advice shall nonetheless be binding upon Tenant. C. Effect on Tenant's Obligation to Lease Second Must-Take Space. If Tenant exercises either the Right of First Offer described in Section 7.A above or exercises the Right of First Offer pursuant to Section 7.B above with respect to all of either the 11th or 15th floors (or a combination of spaces on such floor (s) which, when aggregated, have a rentable square footage equal to or in excess of the rentable square footage of all of either floor 11 or floor 15) and occupies any such full floor (or such full-floor equivalent space) on or before April 1, 2011, then Tenant shall have no obligation to lease the Second Must-Take Space as described in Section 6 above and if Tenant has exercised is Second Must-Take Termination Option and paid the Second Must-Take Termination Fee, Tenant shall be entitled to either (i) deduct the amount of the Second Must-Take Termination Fee from the Base Rent next due under this Lease for the Premises until such Second Must-Take termination Fee paid has been reimbursed in full or (ii) to receive from Landlord reimbursement of the Second Must-Take Termination Fee within 30 days after written demand therefore delivered to Landlord by Tenant. D. Mazama Rights. As used herein, the "Mazama Rights" means the rights currently held by Mazama Capital Management, Inc. ("Mazama"), a current tenant of space on the 15th floor of the Building, to (i) extend the term of its lease and/or (ii) to have a right of first offer with respect to the portion of the 15th floor not occupied by Mazama. 8. OTHER EXPANSION SPACE. If Tenant desires additional expansion space within the Building in addition to the space described in Sections 5, 6 and 7 above, Landlord will use good faith efforts to accommodate Tenant's expansion request by providing space as close to the Premises as is feasible; the foregoing will not be construed to require Landlord to relocate existing tenants in order to accommodate Tenant, although Landlord may, in its sole discretion, elect to do so. 9. TENANT IDENTITY. A. Signage. Tenant shall have the right (i) to install (a) one (1) sign on the east facade of the Building above the 19th floor and (b) one (1) additional sign on the Building's exterior in an area to be designated by Tenant but subject to Landlord's prior written approval (each, a "Building Sign") and (ii) to maintain signage identifying Tenant on two (2) monument signs serving the Building (the "Monument Signs") (each of the foregoing Building Signs and Monument Signs 17

being generically referred to herein as a "Sign" and together, the "Signs"). The Signs will identify the initial Tenant named hereunder (either "Umpqua" or "Umpqua Bank", an Oregon State Chartered Bank) and shall not be used for any other purpose. The installation of each of the Signs shall be subject to all applicable zoning codes, rules or regulations, and the method of manufacture, design, location and maintenance of the Signs shall be subject to Landlord's prior written approval. The Building Signs may be illuminated provided that Tenant pay all costs associated with such illumination, such as the cost of installing and maintaining any necessary utility infrastructure as well as the cost of utilities consumed by such sign). Tenant, at its sole cost and expense, shall obtain all necessary building permits and zoning and regulatory approvals in connection with the Signs. All costs in connection with the Signs, including any costs for the design, installation, supervision of installation, wiring, maintenance, repair and removal of the Signs, will be at borne solely by Tenant. Tenant shall submit to Landlord reasonably detailed drawings of the proposed Building Signs, including without limitation, the size, material, shape and lettering, for review and approval by Landlord, which approval will not be unreasonably withheld. The Building Signs shall conform to the standards of design and motif established by Landlord for the exterior of the Building. Tenant shall reimburse Landlord, within 10 Business Days following invoice therefore, for any costs associated with Landlord's review and supervision in connection with Landlord's approval of the Building Signs and their installation including, but not limited to, engineers and other professional consultants. Tenant will be responsible for the repair of any damage that the installation of the Building Signs may cause to the Building. Tenant may not change the size or location of either Monument Sign. Tenant agrees upon the expiration date or sooner termination of this Lease, upon Landlord's request, to remove the Signs and to repair and restore any damage to the Building resulting from either the installation or removal of the Signs, at Tenant's expense. In addition, Landlord shall have the right to remove the Signs at Tenant's sole cost and expense, if, at any time during the Term (1) Tenant assigns the interest in the Lease, or (2) Tenant is in Monetary Default under any term or condition of the Lease and fails to cure such Monetary Default within any applicable grace period. B. Building Name. Upon the Commencement Date, Landlord will cause the Building to be renamed Umpqua Bank Plaza. Tenant acknowledges that the Building naming rights are personal to the original Tenant named hereunder (i.e., Umpqua Bank, an Oregon State Chartered Bank) and may not be transferred in any manner to another entity or individual. Additionally, the Building naming rights granted however may, at Landlord's sole option, be rescinded if at any time Tenant is in default under the Lease. C. Flag Pole. The initial Tenant named herein will have the exclusive right to the use of one (1) flagpole serving the Building and designated by Landlord for the purpose of flying a flag which identifies the initial Tenant named hereunder (i.e., Umpqua Bank, an Oregon State Chartered Bank); provided that Landlord will have the right to review and approve the proposed size and design of any such flag (Landlord's approval not to be unreasonably withheld). All costs associated with the use of such flagpole will be borne by Tenant. Landlord will have the right to rescind Tenant's right to the use of such flagpole if, at any time during the Term (1) Tenant assigns its interest in the Lease (other than to a Permitted Transferee retaining the name of the initial Tenant hereunder), or (2) Tenant is in Monetary Default under any term or condition of the Lease and fails to cure such Monetary Default within any applicable grace period 18 EXHIBIT F-1 LOCATION OF CUSTOMER PARKING SPACES [TO FOLLOW] 1 EXHIBIT G GUARANTY OF LEASE FOR VALUE RECEIVED and in consideration for and as an inducement to OR-BF PLAZA LIMITED

PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("Landlord") to lease certain real property to UMPQUA BANK, AN OREGON STATE CHARTERED BANK, as tenant ("Tenant"), pursuant to a lease dated ___________, 200__ (the "Lease") by and between Landlord and Tenant, the undersigned, UMPQUA HOLDINGS CORPORATION, AN OREGON BANKING CORPORATION ("Guarantor"), does hereby unconditionally and irrevocably guarantee to Landlord the punctual payment of all Rent (as such term is defined in the Lease) payable by Tenant under the Lease throughout the term of the Lease and any and all renewals and extensions thereof in accordance with and subject to the provisions of the Lease, and the full performance and observance of all other terms, covenants, conditions and agreements therein provided to be performed and observed by Tenant under the terms of the Lease, for which the undersigned shall be jointly and severally liable with Tenant. If any default on the part of Tenant shall occur under the Lease, the undersigned does hereby covenant and agree to pay to Landlord in each and every instance such sum or sums of money and to perform each and every covenant, condition and agreement under the Lease as Tenant is and shall become liable for or obligated to pay or perform under the Lease, together with the costs reasonably incurred by Landlord in connection therewith, including, without limitation, reasonable attorneys' fees. Such payments of Rent and other sums shall be made monthly or at such other intervals as the same shall or may become payable under the Lease, including any accelerations thereof, all without requiring any notice from Landlord (other than any notice required by the Lease) of such non-payment or non performance, all of which the undersigned hereby expressly waives. The maintenance of any action or proceeding by Landlord to recover any sum or sums that may be or become due under the Lease and to secure the performance of any of the other terms, covenants and conditions of the Lease shall not preclude Landlord from thereafter instituting and maintaining subsequent actions or proceedings for any subsequent default or defaults of Tenant under the Lease. The undersigned does hereby consent that without affecting the liability of the undersigned under this Guaranty and without notice to the undersigned, time may be given by Landlord to Tenant for payment of Rent and such other sums and performance of said other terms, covenants and conditions, or any of them, and such time extended and indulgence granted, from time to time, or Tenant may be dispossessed or Landlord may avail itself of or exercise any or all of the rights and remedies against Tenant provided by law or by the Lease, and may proceed either against Tenant alone or jointly against Tenant and the undersigned or against the undersigned alone without first prosecuting or exhausting any remedy or claim against Tenant. The undersigned does hereby further consent to any subsequent change, modification or amendment of the Lease in any of its terms, covenants or conditions, or in the Rent payable thereunder, or in the premises demised thereby, or in the term thereof, and to any assignment or assignments of the Lease, and to any subletting or sublettings of the premises demised by the Lease, and to any renewals or extensions thereof, all of which may be made without notice to or consent of the undersigned and without in any manner releasing or relieving the undersigned from liability under this Guaranty. The undersigned does hereby agree that the bankruptcy of Tenant shall have no effect on the obligations of the undersigned hereunder. The undersigned does hereby further agree that in respect of any payments made by the undersigned hereunder, the undersigned shall not have any rights based on suretyship, subrogation or otherwise to stand in the place of Landlord so as to compete with Landlord as a creditor of Tenant, unless and until all claims of Landlord under the Lease shall have been fully paid and satisfied. Neither this Guaranty nor any of the provisions hereof can be modified, waived or terminated, except by a written instrument signed by Landlord. The provisions of this Guaranty shall apply to, bind and inure to the benefit of the undersigned and Landlord and their respective heirs, legal representatives, successors and assigns. The undersigned, if there be more than one, shall be jointly and severally liable hereunder, and for purposes of such several liability the word "undersigned" wherever used herein shall be construed to refer to each of the undersigned parties separately, all in the same manner and with the same effect as if each of them had signed separate instruments, and this Guaranty shall not be revoked or impaired as to any of such parties by the death of another party or by revocation or release of any obligations hereunder of any other party. If Landlord should retain counsel and/or institute any suit against Guarantor to enforce this Guaranty or any covenants or obligations hereunder, then Guarantor shall pay to Landlord, upon demand, all reasonable attorneys' fees, costs and expenses, including, without limitation, court costs, filing fees, recording costs, and all other 1 costs and expenses incurred in connection therewith (all of which are referred to herein as "Enforcement Costs"), in addition to all other amounts due hereunder. This Guaranty shall be governed by and construed in accordance with the internal laws of the state where the premises demised by the Lease are located. For the purpose solely of

litigating any dispute under this Guaranty, the undersigned submits to the jurisdiction of the courts of said state. Any notice or other communication to be given to Landlord or the undersigned hereunder shall be in writing and sent in accordance with the notice provisions of the Lease. Notices to Landlord shall be delivered to Landlord's address set forth in the Lease. Notices to the undersigned shall be addressed as follows: Steve Philpott, General Counsel, c/o Umpqua Bank, P.O. Box 1560, Eugene, OR 97440. If Guarantor's notice address as set forth above changes, Guarantor agrees to provide written notice to Landlord of such change in address. IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of the date of the Lease. GUARANTOR: UMPQUA HOLDINGS CORPORATION, AN OREGON BANKING CORPORATION By:___________________________ Name:_________________________ Title:________________________ GUARANTOR ACKNOWLEDGMENTS CORPORATION STATE OF ____________) COUNTY OF __________) ss: On this the ___ day of ____________, 20__, before me a Notary Public duly authorized in and for the said County in the State aforesaid to take acknowledgments personally appeared __________________________ known to me to be ____________ President of ________________________, one of the parties described in the foregoing instrument, and acknowledged that as such officer, being authorized so to do, (s)he executed the foregoing instrument on behalf of said corporation by subscribing the name of such corporation by himself/herself as such officer and caused the corporate seal of said corporation to be affixed thereto, as a free and voluntary act, and as the free and voluntary act of said corporation, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public My Commission Expires: __________ 2 EXHIBIT H JANITORIAL SPECIFICATIONS 1 EXHIBIT I SUITE 900 TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT ("TERMINATION AGREEMENT") is made as of ______________, 2004, by and between OR-BF PLAZA LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("LANDLORD") and UMPQUA BANK, AN OREGON STATE CHARTERED BANK ("TENANT").

RECITALS: A. Landlord (as successor in interest to Spieker Properties, L.P.) and Tenant (as successor in interest to Centennial Bank) are parties to that certain lease dated as of April 5, 1999, which lease has been previously amended by instruments dated June 18, 1999 and May 25, 2000 (collectively, the "LEASE") relating to approximately 6,588 rentable square feet, known as Suite No. 900 (the "PREMISES") located on the 9th floor of the building commonly known as Benjamin Franklin Plaza, located at One SW Columbia Street, Portland, Oregon (the "BUILDING"), all as more particularly described in the Lease. B. The Term is scheduled to expire on July 31, 2009 (the "STATED TERMINATION DATE"), and Landlord and Tenant desire to terminate the Lease prior to the Stated Termination Date on the terms and conditions contained in this Termination Agreement. NOW, THEREFORE, in consideration of the above recitals which by this reference are incorporated herein, the mutual covenants and conditions contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows: 1. Effective as of the date that Tenant completes its "Initial Alterations" in, and occupies the portion of the Building known as, Suite 100 pursuant to the terms of that certain Office Lease of even date herewith by and between Landlord and Tenant pursuant to which Tenant will initially occupy Suites 100 and 1200 in the Building, which date is anticipated to occur on or about March 1, 2005 (the "EARLY TERMINATION DATE") and subject to the agreements, representations, warranties and indemnities contained in this Termination Agreement, the Lease is terminated and the Term of the Lease shall expire with the same force and effect as if the Term was, by the provisions thereof, fixed to expire on the Early Termination Date. 2. Subject to the agreements, representations and warranties contained in this Agreement, effective as of the Early Termination Date, (i) Tenant remises, releases, quitclaims and surrenders to Landlord, its successors and assigns, the Lease and all of the estate and rights of Tenant in and to the Lease and the Premises, and (ii) Tenant forever releases and discharges Landlord from any and all claims, demands or causes of action whatsoever against Landlord or its successors and assigns arising out of or in connection with the Premises or the Lease and (iii) forever releases and discharges Landlord from any obligations to be observed or performed by Landlord under the Lease after the Early Termination Date; provided that Landlord has satisfied, performed and fulfilled all of the agreements set forth in this Termination Agreement, and each of the representations and warranties set forth in Section 5 below are true and correct. 3. Subject to the agreements, representations, warranties and indemnities contained in this Termination Agreement, Landlord (i) agrees to accept the surrender of the Lease and the Premises from and after the Early Termination Date and, (ii) effective as of the Early Termination Date, forever releases and discharges Tenant from any obligations to be observed and performed by Tenant under the Lease after the Early Termination Date, provided that Tenant has satisfied, performed and fulfilled all of the agreements set forth in this Termination Agreement, and each of the representations and warranties set forth in Section 5 below are true and correct. 4. On or prior to the Early Termination Date, (a) Tenant shall: (i) Fulfill all covenants and obligations of Tenant under the Lease applicable to the period prior to and including the Early Termination Date. (ii) Completely vacate and surrender the Premises to Landlord in accordance with the terms of the Lease. Without limitation, Tenant shall leave the Premises in a broom1 clean condition and free of all movable furniture and equipment and shall deliver the keys to the Premises to Landlord or Landlord's designee. (b) Landlord shall fulfill all covenants and obligations of Landlord under the Lease applicable to the period prior

(b) Landlord shall fulfill all covenants and obligations of Landlord under the Lease applicable to the period prior to and including the Early Termination Date. 5. Tenant represents and warrants that (a) Tenant is the rightful owner of all of the Tenant's interest in the Lease; (b) Tenant has not made any disposition, assignment, sublease, or conveyance of the Lease or Tenant's interest therein; (c) Tenant has no knowledge of any fact or circumstance which would give rise to any claim, demand, obligation, liability, action or cause of action arising out of or in connection with Tenant's occupancy of the Premises; (d) no other person or entity has an interest in the Lease, collateral or otherwise; and (e) there are no outstanding contracts for the supply of labor or material and no work has been done or is being done in, to or about the Premises which has not been fully paid for and for which appropriate waivers of mechanic's liens have not been obtained. The foregoing representation and warranty shall be deemed to be remade by Tenant in full as of the Early Termination Date. Landlord represents to Tenant that(i) Landlord is the rightful owner of all of Landlord's interest in the Lease, (ii) Landlord has not made any disposition, assignment or conveyance of Landlord's interest in the Lease, and (iii) Landlord has no knowledge of any fact or circumstance which would give rise to any claim, demand, obligation, liability action or cause of action arising out of or in connection with Landlord's interest with respect to the Premises. 6. Notwithstanding anything in this Termination Agreement to the contrary, Tenant shall remain liable for all yearend adjustments with respect to Tenant's pro-rata share of Operating Expenses for that portion of the calendar year up to and including the Early Termination Date. Such adjustments shall be paid at the time, in the manner and otherwise in accordance with the terms of the Lease, unless otherwise specified herein. 7. Section 6.1 of the Lease shall survive the termination of the Lease pursuant to this Agreement, as described in said Section 6.1. 8. Each signatory of this Termination Agreement represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting. 9. This Termination Agreement shall be binding upon and inure to the benefit of Landlord and Tenant and their respective successors, assigns and related entities. 2 IN WITNESS WHEREOF, Landlord and Tenant have executed this Termination Agreement on the day and year first above written. LANDLORD: OR-BF PLAZA LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP By: EOP-QRS Trust, a Maryland real estate investment trust, its general partner By: __________________________ Name: __________________________ Title: __________________________ TENANT: UMPQUA BANK, AN OREGON STATE CHARTERED BANK

By: ______________________________ Name: ______________________________ Title: ______________________________ Tenant's Tax ID Number (SSN or FEIN): 3
  

EXHIBIT 13

nothing is impossible.
Umpqua Holdings Corporation / Annual Report 2004   

  

is it possible to stay true to our roots as a community bank as we continue to grow?
  

  

is it feasible to improve on the highest service standards in the industry?
           Umpqua Holdings Corporation / Annual Report 2004  01     

  

can we deliver financial services products in exciting, innovative ways?
        02  Umpqua Holdings Corporation / Annual Report 2004   

  

are we capable of growing quickly in new markets after a major acquisition?
           Umpqua Holdings Corporation / Annual Report 2004  03     

  

EXHIBIT 13

nothing is impossible.
Umpqua Holdings Corporation / Annual Report 2004   

  

is it possible to stay true to our roots as a community bank as we continue to grow?
  

  

is it feasible to improve on the highest service standards in the industry?
           Umpqua Holdings Corporation / Annual Report 2004  01     

  

can we deliver financial services products in exciting, innovative ways?
        02  Umpqua Holdings Corporation / Annual Report 2004   

  

are we capable of growing quickly in new markets after a major acquisition?
           Umpqua Holdings Corporation / Annual Report 2004  03     

  

the answer is yes, and we can prove it.
At Umpqua Holdings Corporation, we thrive on the creativity and the commitment of our 1,400 employees, who enable us to be a leading regional marketer of financial services. We’re the parent company of Umpqua Bank, an Oregon state-chartered bank with 92 locations in California, Oregon and Washington. We also own Strand, Atkinson, Williams & York, Inc., a retail brokerage firm offering services in all Umpqua Bank stores and through dedicated offices in Oregon, Washington and California. Umpqua Holdings is built on the premise that nothing is impossible, and we steadfastly refuse to be constrained by conventional wisdom. As a community bank, we embrace our responsibility to invest in the well-being of the cities, towns and neighborhoods in which

  

is it possible to stay true to our roots as a community bank as we continue to grow?
  

  

is it feasible to improve on the highest service standards in the industry?
           Umpqua Holdings Corporation / Annual Report 2004  01     

  

can we deliver financial services products in exciting, innovative ways?
        02  Umpqua Holdings Corporation / Annual Report 2004   

  

are we capable of growing quickly in new markets after a major acquisition?
           Umpqua Holdings Corporation / Annual Report 2004  03     

  

the answer is yes, and we can prove it.
At Umpqua Holdings Corporation, we thrive on the creativity and the commitment of our 1,400 employees, who enable us to be a leading regional marketer of financial services. We’re the parent company of Umpqua Bank, an Oregon state-chartered bank with 92 locations in California, Oregon and Washington. We also own Strand, Atkinson, Williams & York, Inc., a retail brokerage firm offering services in all Umpqua Bank stores and through dedicated offices in Oregon, Washington and California. Umpqua Holdings is built on the premise that nothing is impossible, and we steadfastly refuse to be constrained by conventional wisdom. As a community bank, we embrace our responsibility to invest in the well-being of the cities, towns and neighborhoods in which we do business, and we strive to go beyond our customers’ expectations by reinventing our business every day. Umpqua Holdings is headquartered in Portland, Oregon, and you’ll find us listed on the NASDAQ National Market System under the symbol UMPQ .         04  Umpqua Holdings Corporation / Annual Report 2004   

  

  

is it feasible to improve on the highest service standards in the industry?
           Umpqua Holdings Corporation / Annual Report 2004  01     

  

can we deliver financial services products in exciting, innovative ways?
        02  Umpqua Holdings Corporation / Annual Report 2004   

  

are we capable of growing quickly in new markets after a major acquisition?
           Umpqua Holdings Corporation / Annual Report 2004  03     

  

the answer is yes, and we can prove it.
At Umpqua Holdings Corporation, we thrive on the creativity and the commitment of our 1,400 employees, who enable us to be a leading regional marketer of financial services. We’re the parent company of Umpqua Bank, an Oregon state-chartered bank with 92 locations in California, Oregon and Washington. We also own Strand, Atkinson, Williams & York, Inc., a retail brokerage firm offering services in all Umpqua Bank stores and through dedicated offices in Oregon, Washington and California. Umpqua Holdings is built on the premise that nothing is impossible, and we steadfastly refuse to be constrained by conventional wisdom. As a community bank, we embrace our responsibility to invest in the well-being of the cities, towns and neighborhoods in which we do business, and we strive to go beyond our customers’ expectations by reinventing our business every day. Umpqua Holdings is headquartered in Portland, Oregon, and you’ll find us listed on the NASDAQ National Market System under the symbol UMPQ .         04  Umpqua Holdings Corporation / Annual Report 2004   

  

  

can we deliver financial services products in exciting, innovative ways?
        02  Umpqua Holdings Corporation / Annual Report 2004   

  

are we capable of growing quickly in new markets after a major acquisition?
           Umpqua Holdings Corporation / Annual Report 2004  03     

  

the answer is yes, and we can prove it.
At Umpqua Holdings Corporation, we thrive on the creativity and the commitment of our 1,400 employees, who enable us to be a leading regional marketer of financial services. We’re the parent company of Umpqua Bank, an Oregon state-chartered bank with 92 locations in California, Oregon and Washington. We also own Strand, Atkinson, Williams & York, Inc., a retail brokerage firm offering services in all Umpqua Bank stores and through dedicated offices in Oregon, Washington and California. Umpqua Holdings is built on the premise that nothing is impossible, and we steadfastly refuse to be constrained by conventional wisdom. As a community bank, we embrace our responsibility to invest in the well-being of the cities, towns and neighborhoods in which we do business, and we strive to go beyond our customers’ expectations by reinventing our business every day. Umpqua Holdings is headquartered in Portland, Oregon, and you’ll find us listed on the NASDAQ National Market System under the symbol UMPQ .         04  Umpqua Holdings Corporation / Annual Report 2004   

  

  

are we capable of growing quickly in new markets after a major acquisition?
           Umpqua Holdings Corporation / Annual Report 2004  03     

  

the answer is yes, and we can prove it.
At Umpqua Holdings Corporation, we thrive on the creativity and the commitment of our 1,400 employees, who enable us to be a leading regional marketer of financial services. We’re the parent company of Umpqua Bank, an Oregon state-chartered bank with 92 locations in California, Oregon and Washington. We also own Strand, Atkinson, Williams & York, Inc., a retail brokerage firm offering services in all Umpqua Bank stores and through dedicated offices in Oregon, Washington and California. Umpqua Holdings is built on the premise that nothing is impossible, and we steadfastly refuse to be constrained by conventional wisdom. As a community bank, we embrace our responsibility to invest in the well-being of the cities, towns and neighborhoods in which we do business, and we strive to go beyond our customers’ expectations by reinventing our business every day. Umpqua Holdings is headquartered in Portland, Oregon, and you’ll find us listed on the NASDAQ National Market System under the symbol UMPQ .         04  Umpqua Holdings Corporation / Annual Report 2004   

  

  

the answer is yes, and we can prove it.
At Umpqua Holdings Corporation, we thrive on the creativity and the commitment of our 1,400 employees, who enable us to be a leading regional marketer of financial services. We’re the parent company of Umpqua Bank, an Oregon state-chartered bank with 92 locations in California, Oregon and Washington. We also own Strand, Atkinson, Williams & York, Inc., a retail brokerage firm offering services in all Umpqua Bank stores and through dedicated offices in Oregon, Washington and California. Umpqua Holdings is built on the premise that nothing is impossible, and we steadfastly refuse to be constrained by conventional wisdom. As a community bank, we embrace our responsibility to invest in the well-being of the cities, towns and neighborhoods in which we do business, and we strive to go beyond our customers’ expectations by reinventing our business every day. Umpqua Holdings is headquartered in Portland, Oregon, and you’ll find us listed on the NASDAQ National Market System under the symbol UMPQ .         04  Umpqua Holdings Corporation / Annual Report 2004   

  

  

h e a t h e r

w e s t i n g

u m p q u a

b a n k

b u s i n e s s

c u s t o m e r

  

        Umpqua Holdings Corporation / Annual Report 2004  05     

  

  

m a r n e y

p i k e

u m p q u a

b a n k

c u s t o m e r

        06  Umpqua Holdings Corporation / Annual Report 2004   

  

  

   

  

  

   

  at umpqua no matter how big we get, we’ll always be a community bank. the proof We opened for business in 1953 in Canyonville, Oregon, and have remained true to our small-town roots ever since. Because Umpqua is a community bank, the names and the faces of our customers (and their kids and pets) are important. Their financial safety, security and prosperity matter. And we care deeply about the health and well-being of the cities and towns in which they live. We support our communities both financially and through hands-on service. In fact, community involvement is part of the job description of every Umpqua associate. Our Connect volunteer program, for example, enables our associates to be paid for up to 40 hours each year for serving nonprofit organizations focused on youth and education. We also support our communities by ensuring that all banking decisions continue to be made locally—because we strongly believe that it’s our personal knowledge and connections with customers that help us succeed. Bottom line? We seek to make a difference through our stewardship, leadership and involvement and the protection and expansion of community wealth. Umpqua Holdings Corporation / Annual Report 2004           07   

  

  

     

  

we believe

  

  

     

  

we believe
there’s always a better way, another chance to innovate and improve our customer experience. the proof Because we are dedicated to exceeding our customers’ expectations, we are always looking for new ways to improve our customer experience. Our innovative store design has been at the forefront of our efforts. In 2004 we continued to roll out our next-generation design first introduced in Portland’s Pearl District. Our goal is to allow the store environment to communicate to customers that doing business with Umpqua can be rewarding, relaxing and even fun. We invite customers to drop by, get a fresh cup of specially blended Umpqua brand coffee, make a deposit or withdraw some cash, read the latest financial publications in a comfortable leather chair, check their e-mail on one of our Internet-connected computers and browse Umpqua products, including a full line of investment options from our brokerage subsidiary, Strand, Atkinson, Williams & York. You’ll even find us hosting after-hours events on topics ranging from branding your business to decorating your loft. At Umpqua we’re not just a business, we’re part of the neighborhood. 08           Umpqua Holdings Corporation / Annual Report 2004    

  

  

t e r r y

g e n t

s e n i o r

v i c e

p r e s i d e n t

c o m m e r c i a l

b a n k i n g

u m p q u a

b a n k

  

        Umpqua Holdings Corporation / Annual Report 2004  09     

  

  

t a s h a

s c h m i d t

u n i v e r s a l

a s s o c i a t e

u m p q u a

b a n k

        10  Umpqua Holdings Corporation / Annual Report 2004   

  

  

     

  

  

     

  

we’ve built
an entire culture around delivering financial products and services to our customers in ways that exceed their expectations. the proof Our culture is the heart and soul of the Umpqua experience. It includes everything we say and do as a company—from the friendly hello you get when you call or drop by, to the exceptional level of personal service every customer receives. It’s what sets us apart from our competitors and encourages the public to say, “They’re different!” One crucial aspect of the Umpqua culture is empowering our associates to handle any customer request immediately; that’s why we cross-train each associate to perform every job in our stores—from cashing a check, to opening a new account, to discussing small-business lending. To mark our progress, we needed a way to motivate, measure and reward exceptional performance. That’s why we developed our Return on Quality (ROQ) measurement, which compiles statistics every month for every store and department to evaluate the  quality of our customer service. Our ultimate objective is to encourage our associates to consistently exceed our customers’ expectations. As we tell our banking associates when they join Umpqua: “You are part of something that is making people’s lives better. You have the power to make someone’s day. Right now you are the most powerful person at this bank.” Last year we had convincing proof that our associates fully embrace our different approach: Umpqua Bank was selected as the #1 best company to work for in Oregon. This recognition was the direct result of impartial surveys conducted by Oregon Business magazine of thousands of employees who work for Oregon’s largest companies. It was without a doubt our most important achievement of 2004. Umpqua Holdings Corporation / Annual Report 2004      11   

  

  

     

  

  

     

   we’re growing quickly in new markets—our customers discover the umpqua difference and pass along the good news to others. the proof We’ve made a number of sizeable acquisitions over the past few years and as a result have entered new markets in Oregon, Washington and California. In every case each acquisition was smoothly integrated, without customer inconvenience, and we quickly gained new customers. Once Umpqua’s dynamic culture unleashes the energy of our associates to focus on service, customers are quick to respond. The result is strong, organic growth of loans and deposits—20 percent and 10 percent, respectively, last year. What better proof is there that we’re on the right track and are well prepared to continue growing in the future? When nothing is impossible, the possibilities are enormous. 12       Umpqua Holdings Corporation / Annual Report 2004    

  

  

r a y

d a v i s

p r e s i d e n t

&

c e o

u m p q u a

h o l d i n g s

c o r p o r a t i o n

  

        Umpqua Holdings Corporation / Annual Report 2004  13     

  

to our shareholders

  

to our shareholders
Without a doubt 2004 was another great year for Umpqua Holdings Corporation. Our ongoing strategy to differentiate ourselves from our competitors through our unique and innovative product delivery systems, our passion for reinventing high-quality service standards and our commitment to empowering our associates to act on behalf of our customers continues to yield excellent results. We realized strong growth from both of our divisions—Umpqua Bank and Strand, Atkinson, Williams & York. Umpqua Bank grew to $4.9 billion in assets, a 64 percent increase over 2003’s asset total of $3 billion. This was  accomplished through strong organic growth in loans of 20 percent and deposits of 10 percent and through our  entry into the fast-growing Northern California market with the acquisition of Humboldt Bancorp, a $1.6 billion  financial institution. Umpqua Bank now has 92 store locations from Seattle to Sacramento! Reaching this longterm strategic goal makes this year’s report to you an especially satisfying one. For the year 2004, excluding merger-related expenses, the company reported income of $50.7 million, or $1.40  per diluted share, compared with $35.5 million, or $1.24 per diluted share, for 2003, an increase of 13 percent.  Net income for 2004 after the effect of merger-related expenses was $1.30 per diluted share, compared with $1.19 per diluted share for 2003. Other achievements for the year include the market value of Umpqua’s stock exceeding $1 billion for the first time. In addition, the company’s credit portfolio remained in excellent shape, with non-performing loans and net charge-offs, as a percentage of loans, at 0.65 percent and 0.17 percent,  respectively. We continue to focus our efforts on those areas that can provide the greatest returns to our shareholders while offering strong potential for future growth. This ongoing evaluation resulted in the sale of our merchant card processing portfolio for a $5.6 million gain, net of transaction costs, during fourth quarter 2004. Our  achievements last year certainly did not go unnoticed by investors, who continue to show confidence in the company, as indicated by Umpqua Holdings’ stock price closing at $25.21 per share on December 31.  Because nothing is impossible, we continue to reinvent the way we do business. Our financial accomplishments are the tangible results of acting on the belief that nothing is impossible. When we start with that mindset, there is no end to the innovation and creativity of Umpqua associates, who are constantly advancing the way we do business to better serve our customers and set us apart from our competitors. In 2004 this led to the rollout of our next-generation Umpqua store design (see page 8 of this report) and the introduction of training programs for our associates through Ritz-Carlton trainers, who are helping us redefine the meaning of high-quality service. Last year we successfully reached another major strategic goal when we acquired Northern California-based Humboldt Bank, our fifth major acquisition in four years. This gave us 27 new banking locations and positioned Umpqua Bank as a major regional financial institution. The integration of Humboldt into Umpqua was accomplished smoothly, rapidly and without customer interruption. This transaction was announced in March 2004, it closed in July and full integration was successfully completed by the end of the year.  The Humboldt acquisition, much like the others we have undertaken, served to set the stage for strong organic growth in these new markets. As existing and potential customers get to know us better and discover our unique delivery system that provides for a one-of-a-kind customer experience, they invariably respond by bringing us new business. The transition to Umpqua has an energizing effect on the associates who join us and experience our service culture. Bringing all our advantages to bear in Northern California’s high-growth market will remain a strong initiative over the next few years. We’re investing in new stores, improved infrastructure and integration of services. New Umpqua stores opened in Bend and Tualatin, Oregon in 2004, and we plan to add additional stores in Bend, Medford, Portland, Napa and several other locations in Northern California during 2005. Our commitment to building new stores is an indication that we remain focused on internal organic growth. Given our previous successes, however, we will continue to evaluate opportunities to acquire new partners should the strategic rationale make sense and the financial metrics of a transaction be accretive for our shareholders.

14     Umpqua Holdings Corporation / Annual Report 2004 

  

Umpqua’s future growth will require an even stronger infrastructure as well as additional training resources. To meet these demands, the company announced the completion of two major facilities during 2004. In February the company opened an expanded Training and Retail Support Center in Roseburg, Oregon. This new facility is the home of Umpqua’s university and retail administrative back-room functions. In May the company opened our new Data Processing Center in Gresham, Oregon, which now houses all our technical resources. And we recently announced that in May 2005 Umpqua Holdings will move its corporate headquarters to the newly  named Umpqua Bank Plaza Building in downtown Portland. Finally, Strand, Atkinson, Williams & York had another record year, achieving revenue production growth of 24 percent. We are particularly pleased with the success of our product and service “cross-pollination” strategy between brokerage customers of Strand, Atkinson and customers of Umpqua Bank’s Private Client Services, which provides tailored financial services and products to high-net-worth individuals. Referrals between the two divisions are growing both businesses and expanding the number of financial relationships we have with each of our customers, which in turn increases Umpqua’s overall customer retention. What makes us successful is what makes us different. At Umpqua we stand out from the pack because we are different. Our culture of local decision-making, employee empowerment and community involvement translates into an exciting, motivating work environment. Thus we were extremely pleased that Oregon Business magazine named Umpqua Bank #1 on its 2004 list of “The 100 Best Companies to Work For in Oregon.” This is a tremendous achievement, especially considering that many new associates have been integrated into the company through our acquisition efforts. We believe that this award is a true indicator of just how much Umpqua associates value their company culture. A major part of the Umpqua difference is our unwavering commitment to remaining a community bank. We believe that as we continue to grow we must, at all costs, remain focused on our objective of operating as a community bank while utilizing our resources as a powerful regional financial institution. In 2004 we successfully launched our new Connect volunteer program, which has been recognized as a national model for community service. Connect was established to help strengthen the communities we serve by enabling all Umpqua associates to volunteer 40 hours of paid service annually to nonprofit organizations focused on supporting youth and education in their communities. Today Umpqua is doing something we believe has never been accomplished in our industry: growing big enough to have a strong regional presence while remaining a community bank in every way. As we continue to grow, we will resist the conventional wisdom that leads to the growth of centralized bureaucracy in most large institutions. We have the intensity, the focus and the sense of urgency to ensure that we never forget the importance of local decision-making and personal customer care. We have assembled an experienced senior management team with the talent and the vision to successfully grow the company. It’s a team that is completely focused on making decisions and investments based on what’s best for our future and our shareholders’ long-term interests. Our heartfelt thanks go to the passionate group of 1,400 people who work hard to advance your company. Best wishes,    -s- Allyn C. Ford    Allyn C. Ford Chairman of the Board Umpqua Holdings Corporation

                 

   -s- Raymond P. Davis    Raymond P. Davis President & CEO Umpqua Holdings Corporation

Umpqua Holdings Corporation / Annual Report 2004     15

  

Umpqua’s future growth will require an even stronger infrastructure as well as additional training resources. To meet these demands, the company announced the completion of two major facilities during 2004. In February the company opened an expanded Training and Retail Support Center in Roseburg, Oregon. This new facility is the home of Umpqua’s university and retail administrative back-room functions. In May the company opened our new Data Processing Center in Gresham, Oregon, which now houses all our technical resources. And we recently announced that in May 2005 Umpqua Holdings will move its corporate headquarters to the newly  named Umpqua Bank Plaza Building in downtown Portland. Finally, Strand, Atkinson, Williams & York had another record year, achieving revenue production growth of 24 percent. We are particularly pleased with the success of our product and service “cross-pollination” strategy between brokerage customers of Strand, Atkinson and customers of Umpqua Bank’s Private Client Services, which provides tailored financial services and products to high-net-worth individuals. Referrals between the two divisions are growing both businesses and expanding the number of financial relationships we have with each of our customers, which in turn increases Umpqua’s overall customer retention. What makes us successful is what makes us different. At Umpqua we stand out from the pack because we are different. Our culture of local decision-making, employee empowerment and community involvement translates into an exciting, motivating work environment. Thus we were extremely pleased that Oregon Business magazine named Umpqua Bank #1 on its 2004 list of “The 100 Best Companies to Work For in Oregon.” This is a tremendous achievement, especially considering that many new associates have been integrated into the company through our acquisition efforts. We believe that this award is a true indicator of just how much Umpqua associates value their company culture. A major part of the Umpqua difference is our unwavering commitment to remaining a community bank. We believe that as we continue to grow we must, at all costs, remain focused on our objective of operating as a community bank while utilizing our resources as a powerful regional financial institution. In 2004 we successfully launched our new Connect volunteer program, which has been recognized as a national model for community service. Connect was established to help strengthen the communities we serve by enabling all Umpqua associates to volunteer 40 hours of paid service annually to nonprofit organizations focused on supporting youth and education in their communities. Today Umpqua is doing something we believe has never been accomplished in our industry: growing big enough to have a strong regional presence while remaining a community bank in every way. As we continue to grow, we will resist the conventional wisdom that leads to the growth of centralized bureaucracy in most large institutions. We have the intensity, the focus and the sense of urgency to ensure that we never forget the importance of local decision-making and personal customer care. We have assembled an experienced senior management team with the talent and the vision to successfully grow the company. It’s a team that is completely focused on making decisions and investments based on what’s best for our future and our shareholders’ long-term interests. Our heartfelt thanks go to the passionate group of 1,400 people who work hard to advance your company. Best wishes,    -s- Allyn C. Ford    Allyn C. Ford Chairman of the Board Umpqua Holdings Corporation

                 

   -s- Raymond P. Davis    Raymond P. Davis President & CEO Umpqua Holdings Corporation

Umpqua Holdings Corporation / Annual Report 2004     15   

  

  

financial highlights   
(in thousands, except per-share data)

     
  2004

      
   2003

      

  

    % Growth  

Reconciliation of Net Income to Operating Earnings Net income Add back: merger-related expenses, net of tax Operating earnings
       

                        $ 47,166  $ 34,119     38% 3,583     1,332     169%         50,749     35,451     43%
                                                                       

   Basic earnings per-share Basic operating earnings per-share Diluted earnings per-share Diluted operating earnings per-share    Total shareholders’ equity Total assets Total loans Total deposits      
   

                       1.32  $ 1.21     9%  $ 1.42     1.25     14%     1.30     1.19     9%     1.40     1.24     13%                             $ 687,613  $ 318,969     116%    4,873,035    2,963,815     64%    3,467,904    2,003,587     73%    3,799,107    2,378,192     60%                                    
   2004       2003       2002   

  

Selected Performance Ratios Return on average assets Return on average shareholders’ equity Return on average assets—operating basis 1 Return on average shareholders’ equity—operating basis 1 Return on average tangible shareholders’ equity—operating basis 1 Net interest margin (fully tax equivalent) Loans as a percentage of deposits Average shareholders’ equity to average assets Dividend payout ratio      
   

                             

            1.20%     9.61%     1.29%    10.34%    23.97%     4.68%    91.28%    12.52%    17.00%  

      
  

            1.26%    11.24%     1.31%    11.68%    24.80%     4.85%    84.25%    11.20%    13.00%                     
2003      

         1.36%  13.58%   1.47%  14.64%  19.76%   5.38%  84.53%  10.02%  15.00%          
2002   

  

2004      

Asset Quality Ratios Allowance for loan losses to total loans Non-performing loans to total loans Net charge-offs to average loans 1. Based on operating earnings   
   

           

            1.28%     0.65%     0.17%  

            1.27%     0.57%     0.21%  

         1.39%   1.03%   0.19%

     

operating earnings (in millions of dollars)

diluted operating earnings per-share (in dollars)

five-year stock performance (in dollars) A. Umpqua Holdings Corporation B. NASDAQ Bank Stocks C. S&P 500 D. NASDAQ U.S. 16      Umpqua Holdings Corporation / Annual Report 2004 

  

corporate directory Umpqua Holdings Corporation Board of directors Allyn C. Ford Chairman of the Board President Roseburg Forest Products Co. Ronald F. Angell Of Counsel Roberts, Hill, Bragg, Angell & Perlman Scott Chambers President Chambers Communications Corporation James D. Coleman President & Owner Crater Lake Motors, Inc. Raymond P. Davis President & CEO Umpqua Holdings Corporation David B. Frohnmayer President University of Oregon Dan Giustina

  

corporate directory Umpqua Holdings Corporation Board of directors Allyn C. Ford Chairman of the Board President Roseburg Forest Products Co. Ronald F. Angell Of Counsel Roberts, Hill, Bragg, Angell & Perlman Scott Chambers President Chambers Communications Corporation James D. Coleman President & Owner Crater Lake Motors, Inc. Raymond P. Davis President & CEO Umpqua Holdings Corporation David B. Frohnmayer President University of Oregon Dan Giustina Vice Chairman of the Board Managing Partner Giustina Resources Diana E. Goldschmidt Owner Urban Design Works, LLC Lynn K. Herbert General Manager Herbert Lumber Company William A. Lansing President & CEO Menasha Forest Products Corporation Theodore S. Mason Retired President & CEO Humboldt Bancorp/Humboldt Bank Diane D. Miller President Wilcox, Miller & Nelson Bryan L. Timm

VP & Chief Financial Officer Columbia Sportswear Co. Tom W. Weborg Retired President & CEO Java City Executive management Raymond P. Davis President & CEO Umpqua Holdings Corporation Barbara J. Baker SVP, Human Resources Umpqua Holdings Corporation Richard M. Carey EVP, Retail Sales & Service Umpqua Bank Oregon Brad F. Copeland EVP, Chief Credit Officer Umpqua Holdings Corporation David M. Edson President Umpqua Bank Oregon Mark A. Francis EVP, Commercial Banking Umpqua Bank California Gary R. Gray EVP, Retail Administration Umpqua Bank Lani C. Hayward SVP, Marketing Umpqua Holdings Corporation Jan W. Jansen President Strand, Atkinson, Williams & York, Inc. Steve A. May EVP, Retail Sales & Service Umpqua Bank California Gary F. Neal SVP, Chief Auditor Umpqua Holdings Corporation Mike V. Paul President, Private Client Services Umpqua Bank Oregon Steven L. Philpott EVP, General Counsel, Secretary

Umpqua Holdings Corporation Daniel A. Sullivan EVP, Chief Financial Officer Umpqua Holdings Corporation Mark J. Tarmy EVP & Chief Information Officer Umpqua Holdings Corporation Stock trading market Umpqua Holdings Corporation trades on the NASDAQ National Market System under the symbol UMPQ. Headquarters and investor information Umpqua Holdings Corporation One SW Columbia Street Suite 1200  Portland, OR 97258 971.544.1085 www.umpquaholdingscorp.com Transfer agent Mellon Investor Services P.O. Box 3315 South Hackensack, NJ 07606 1.800.922.2641 www.melloninvestor.com Annual shareholders’ meeting The 2005 annual meeting of Umpqua Holdings Corporation will be held at 6 p.m. on May 6, 2005.  Umpqua Bank University and Support Center 1740 NW Garden Valley Blvd. Roseburg, OR 97470 This report 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 the company’s filings with the SEC. You should not place undue reliance on forward-looking statements and we undertake no obligation to update such statements. Specific risks in this report include the company’s ability to open new stores in California and Oregon and experience continued growth in 2005. © 2005 Umpqua Holdings Corporation Printed in USA. All rights reserved.   

  

  

Umpqua Holdings Corporation One SW Columbia Street Suit 1200 Portland Oregon 97258 www.umpquaholdingscorp.com    . . . EXHIBIT 21.1 SUBSIDIARIES OF UMPQUA HOLDINGS CORPORATION
NAME OF SUBSIDIARY STATE OF INCORPORATION Oregon Oregon California Connecticut Delaware Delaware Delaware Delaware Delaware Connecticut Connecticut Connecticut Delaware OTHER NAMES UNDER WHICH BUSINESS IS CONDUCTED Umpqua Bank Mortgage

Umpqua Bank Strand, Atkinson, Williams & York, Inc. Bancorp Financial Services, Inc. Umpqua Holdings Statutory Trust I Umpqua Statutory Trust II Umpqua Statutory Trust III Umpqua Statutory Trust IV Umpqua Statutory Trust V HB Capital Trust I Humboldt Bancorp Statutory Trust I Humboldt Bancorp Statutory Trust II Humboldt Bancorp Statutory Trust III CIB Capital Trust

Umpqua Holdings Corporation directly owns 100% of the voting stock of each subsidiary listed above.

EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-105637, 333-101357, 33377259, and 333-58978 on Form S-8 of our reports dated March 31, 2005, relating to the financial statements of Umpqua Holdings Corporation and management's report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Umpqua Holdings Corporation for the year ended December 31, 2004.
/s/ DELOITTE & TOUCHE LLP Portland, Oregon March 31, 2005

EXHIBIT 31.1 I, Raymond P. Davis, certify that:

1. I have reviewed this annual report on Form 10-K of Umpqua Holdings Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is likely to materially affect the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 31, 2005 /s/ Raymond P. Davis ---------------------------------------Raymond P. Davis President and Chief Executive Officer

EXHIBIT 31.2 I, Daniel A. Sullivan, certify that: 1. I have reviewed this annual report on Form 10-K of Umpqua Holdings Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is likely to materially affect the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 31, 2005 /s/ Daniel A. Sullivan ---------------------------------------Daniel A. Sullivan Executive Vice President Chief Financial Officer Principal Accounting Officer

EXHIBIT 31.3 I, Ronald L. Farnsworth, certify that: 1. I have reviewed this annual report on Form 10-K of Umpqua Holdings Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of,

and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: a) Designed such disclosure control and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is likely to materially affect the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 31, 2005 /s/ Ronald L. Farnsworth ---------------------------------------Ronald L. Farnsworth Senior Vice President Principal Accounting Officer

EXHIBIT 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 This certification is given by the undersigned Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer of Umpqua Holdings Corporation (the "registrant") pursuant to Section 906 of the SarbanesOxley Act of 2002. Each of the undersigned hereby certifies, with respect to the registrant's annual report on Form 10-K for the period ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the registrant
/s/ Raymond P. Davis ---------------------------------------Raymond P. Davis President and Chief Executive Officer Umpqua Holdings Corporation /s/ Daniel A. Sullivan ---------------------------------------Daniel A. Sullivan Executive Vice President and Chief Financial Officer Umpqua Holdings Corporation /s/ Ronald L. Farnsworth ---------------------------------------Ronald L. Farnsworth Senior Vice President/Finance Principal Accounting Officer

March 31, 2005