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Deal Overview

Buyer:
Umpqua Holdings Corp.
Actual Acquirer:
Umpqua Bank
Target:
Linn-Benton Bank
Deal Type:
Bank & Thrift Company
Agreement Date:
8/21/2001
Announcement Date:
8/21/2001
Announced Deal Value ($ M):
20.31
Status:
Completed
Completion Date:
12/28/2001
Announced Deal Value Per Share ($ )
12.95

Consideration Breakout
Cash ($M) 8.1
Common Stock ($M) 12.1
Common Stock Issued 889,000

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 217.58 197.61
Price / Tangible Book (%) 217.58 197.61
Price / Earnings (x) 15.21 12.99
Price / Deposits (%) 19.22 20.46
Price / Assets (%) 17.32 17.53
Tangible Book Premium/ Deposits (%) 11.11 10.81
Deal Terms
Description of Consideration

Linn-Benton shareholders received either 0.944 share of Umpqua common stock or $12.75 in cash for each share held, subject to the limitation that 60% of the shares outstanding were exchanged for stock.

Accounting Method Purchase
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 9,943
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) 1,500
Maximum Termination Fee ($ 000) 1,000
Minimum Termination Fee ($ 000) NA
Exchange Ratio (Common For Common) 0.944000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 2,088
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Columbia Financial Advisors
Seller Yes D.A. Davidson & Co.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Foster Pepper PLLC
Seller Yes Graham & Dunn PC