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Deal Overview

Buyer:
Umpqua Holdings Corp.
Actual Acquirer:
Umpqua Holdings Corp.
Target:
Centennial Bancorp
Deal Type:
Bank & Thrift Company
Agreement Date:
7/23/2002
Announcement Date:
7/23/2002
Announced Deal Value ($ M):
221.10
Status:
Completed
Completion Date:
11/18/2002
Announced Deal Value Per Share ($ )
8.70

Consideration Breakout
Cash ($M) 92.0
Common Stock ($M) 142.1
Common Stock Issued 7,800,000

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 217.5 223.8
Price / Tangible Book (%) 234.5 242.0
Price / Earnings (x) 18.1 20.9
Price / Deposits (%) 31.38 31.40
Price / Assets (%) 26.72 26.99
Tangible Book Premium/ Deposits (%) 21.97 22.40
Deal Terms
Description of Consideration

Centennial Bancorp shareholders received $9.35 in cash or 0.5343 share of Umpqua common stock for each share held. 60% of shares were exchanged for stock; at announcement this percentage was estimated at 66%.

Accounting Method Purchase
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 128,000
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) 2,000
Maximum Termination Fee ($ 000) 5,000
Minimum Termination Fee ($ 000) NA
Exchange Ratio (Common For Common) NA
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement Yes
Strike Price ($ ) 9.3500
% of Shares Outstanding 19.90
Shares Under Option 4,911,757
Core Deposit Intangibles ($ 000) 4,900
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Wells Fargo Securities LLC
Seller Yes Hovde Financial Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Foster Pepper PLLC
Seller Yes Tonkon Torp LLP