2003 Other Charter: UMPQ

BUDGET COMMITTEE CHARTER

PURPOSE

The Budget Committee shall carry out the Board's overall responsibility with respect to review and approval of the Company's budget, financial management, capital management and dividend planning.
COMMITTEE MEMBERSHIP

The Budget Committee shall consist of no fewer than four members, including the Company's CEO. Except for the CEO, the members of the Committee shall meet the independence and experience requirements of the NASD, Section 10A(m)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations adopted by the SEC.

The Board shall appoint the members of the Budget Committee on the recommendation of the Board Chairperson. The Board shall appoint the Committee's members at the Board meeting next following the Corporations' annual meeting of shareholders. The Board may replace a Committee member at any time.

COMMITTEE CHAIR

The Board shall appoint one of the non-employee Committee members as the Chairperson of the Committee. The Committee may appoint one of its members as Vice Chairperson, to carry out the duties of the Committee Chairperson in his or her absence.

MEETINGS

The Budget Committee shall meet as often as it determines, but at least quarterly. The Committee shall meet periodically with management and in executive sessions, without management present. The Committee may request any officer or employee of the Company or the Company's outside advisors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

COMMITTEE REPORTS

The Chairperson of the Committee shall report the Committee's activities and actions to the Board at the Board meeting next following each Committee meeting. The Committee may refer to the Board any matter that the Committee believes should be addressed by the Board. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review the Budget Committee's own performance, as it relates to compliance with this Charter.


COMMITTEE AUTHORITY AND RESPONSIBILITIES

The Budget Committee shall have all the authority of the Board to act or exercise corporate powers with respect to the following:
Review and approve the Company's annual operating budget and its capital expenditure budget;
Monitor the Company's performance as compared to budget; and
Review and recommend for approval or modification the following policies:
FIN 3.000 Capital Management UHC
FIN 5.000 Dividend Planning UHC
FIN 6.000 Dividend Planning Umpqua Bank
FIN 7.000 Financial Management Policy
FIN 8.000 Insurance Coverage Review
FIN 12.000 Purchasing Policy
FIN 14.000 UB Mortgage Banking Policy
FIN 15.000 Stock Repurchase Program