AMENDMENT TO EMPLOYMENT AGREEMENT


         In consideration for the mutual covenants herein contained, the parties
hereby amend the Employment Agreement dated as of July 29, 1997 between
Centennial Bank, an Oregon banking corporation (the "Employer") and Thaddeus
(Ted) R. Winnowski (the "Executive") (herein the "Agreement").

                                    RECITALS

         Employer and its parent, Centennial Bancorp, have entered into an
Agreement and Plan of Reorganization (the "Merger") with Umpqua Holdings
Corporation and Umpqua Bank providing for the Merger of Employer into Umpqua
Bank.

                                    AGREEMENT

         The parties agree to amend the Agreement as follows:

         1.       Section 2.2 of the Agreement shall be amended to read in its
                  entirety as follows:

                  "Section 2.2      Term.

                           The term of the Executive's employment under this
                  Agreement shall continue to the later of (i) December 31, 2002
                  or (ii) the earlier of the termination or the consummation of
                  the Merger." If the term extends beyond December 31, 2002, the
                  Executive shall be entitled to a monthly salary equal to his
                  base salary earned in December, 2002 and which shall include
                  no bonus or incentive compensation.

         2.       Section 3.3.1 of the Agreement shall be amended to read in its
                  entirety as follows:

                           "3.3.1 In the event of a Change of Control of the
                  Employer or Centennial Bancorp, Executive shall be entitled to
                  receive on a deferred basis as set forth in this Section 3.3.1
                  an amount equal to 2.99 x "Executive's Base Amount," less the
                  value of the acceleration of unvested stock options provided
                  in Section 3.5, such value to be determined in accordance with
                  IRC 280G. "Executive's Base Amount" of compensation will be
                  determined according to IRC 280G and is currently estimated to
                  approximate $276,046. Immediately following the Change of
                  Control, such amount will be placed by Employer in a "Rabbi
                  Trust" to secure the payments required in this Section 3.3.1.
                  The terms of the Rabbi Trust will be consistent with the model
                  provisions contained in IRC Rev. Proc. 92-64, 1992-2 CB 422.
                  The Rabbi Trust will provide for an independent third-party
                  trustee, shall be irrevocable and shall be invested in such
                  securities and other investments as selected by the trustee.
                  All costs of forming and administering the trust will be paid
                  from the contributions to,

<PAGE>

                  principal of, or interest earned by the trust. Payments from
                  the trust will commence in January of 2007 and will be made to
                  the Executive as follows: one tenth of the trust balance as of
                  the preceding December 31 will be paid in January of the first
                  year, one-ninth of the trust balance as of the preceding
                  December 31 will be paid in January of the second year,
                  one-eighth of the trust balance as of the preceding December
                  31 will be paid in January of the third year, etc., until the
                  entire amount of the Trust is paid in January 2016. In the
                  event of the death of Executive, all subsequent payments shall
                  be made to the party designated in a written notice by
                  Executive to Employer and in the event such party is deceased
                  or is an entity and is no longer in existence or Executive has
                  failed to provide Employer with written notice, then such
                  payments shall be made to the Executive's estate or as
                  thereafter directed by written notice of the estate to
                  Employer. At the time of a Change of Control, Employer agrees
                  to sell to Executive and Executive agrees to purchase the
                  Employer owned automobile currently used by Executive at the
                  vehicle's Kelly Blue Book wholesale value."

         3.       Add three new sections to the Agreement to read in their
                  entirety as follows:

                  3.3.3 In the event Executive becomes entitled to a payment or
                  benefit pursuant to the terms of this Agreement or of any
                  other plan, arrangement or agreement (collectively, the
                  "Payments") of the Employer or its successor (or any
                  affiliate) (collectively, the "Employer"), and the Employer's
                  Auditor determines that the Payments result in "excess
                  parachute payments" under section 280G of the Code, then
                  Executive shall receive, instead of the Payments, aggregate
                  payments equal to the Reduced Amount, if such Reduced Amount
                  would result in net after-tax payments to Executive that are
                  greater than the net after-tax payments he would have received
                  without regard to this section. For purposes of this
                  subsection 3.3.3, the "Reduced Amount" shall be the amount,
                  expressed as a present value, that maximizes the aggregate
                  present value of the payments without causing any payment to
                  be nondeductible by the Employer under section 280G of the
                  Code and "Employer's Auditor" shall mean the independent
                  auditors retained most recently prior to the transaction
                  implicating Section 280G of the Code by the Employer, or, if
                  the Employer is not the surviving entity following the Change
                  in Control, by the Employer's successor (or any affiliate).

                  3.3.4 If the amount of the aggregate payments to Executive
                  must be reduced under section 3.3.3, then Executive shall
                  direct in which order the payments are to be reduced, but no
                  change in the timing of any payment shall be made without the
                  consent of the Employer. As a result of uncertainty in the
                  application of sections 280G and 4999 of the Code at the time
                  of an initial determination by the Employer's Auditor, it is
                  possible that a payment will have been made by the Employer
                  that should

<PAGE>

                  not have been made (an "Overpayment") or that an additional
                  payment that will not have been made by the Employer could
                  have been made (an "Underpayment"). In the event that the
                  Employer's Auditor, based upon the assertion of a deficiency
                  by the Internal Revenue Service against the Employer or
                  Executive that the Employer's Auditor believes has a high
                  probability of success, determines that an Overpayment has
                  been made, such Overpayment shall be treated for all purposes
                  as a bilateral error subject to adjustment which Executive
                  shall repay to the Employer, together with interest at the
                  applicable federal rate specified in section 7872(f)(2) of the
                  Code. In the event that the Employer's Auditor determines that
                  an Underpayment has occurred, such Underpayment shall promptly
                  be paid or transferred by the Employer to, or for the benefit
                  of, Executive, together with interest at the applicable
                  federal rate specified in section 7872(f)(2) of the Code.

                  3.3.5 Notwithstanding the provisions of Sections 3.3.3 or
                  3.3.4, no amount shall be reduced or shall be payable by
                  Executive to the Employer if and to the extent that such
                  payment would not reduce the amount that is nondeductible
                  under section 280G of the Code or is subject to an excise tax
                  under section 4999 of the Code or, without the consent of
                  Executive, were to exceed $10,000.

         4. Executive acknowledges that he has relied upon his own legal counsel
with respect to all matters addressed in this amendment. Upon payment by
Employer to the trustee of the amounts provided by section 3.3.1 of the
Agreement, Executive will look only to the trustee and the funds in the Rabbi
Trust with respect to the Change of Control payment and any earnings thereon,
and hereby releases Employer for any acts, errors or omissions of the trustee;
except to the extent any claim of a creditor of Employer has been satisfied out
of the assets of the Rabbi Trust.

         5. Except as revised in this amendment, all other terms of the
Agreement remain in full force and effect.

Dated September 23, 2002

Centennial Bank


By:  /s/ Dick Williams                      /s/ Ted R. Winnowski
     -----------------------------------    -----------------------------------
         Dick Williams,                     Thaddeus (Ted) R. Winnowski
         Chairman, Centennial Bancorp       Executive


By:  /s/ Dan Giustina
     -----------------------------------
         Dan Giustina,
         Chairman, Centennial Bank

Employer