TRICO BANCSHARES / - 10-Q Quarterly Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For Quarter Ended June 30, 2004 Commission file number 0-10661
- ------------------------------- ------------------------------

TRICO BANCSHARES
(Exact name of registrant as specified in its charter)

California 94-2792841
- ------------------------------ -------------------
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)

63 Constitution Drive, Chico, California 95973
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code 530/898-0300

- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No
----- -----

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes X No
----- -----

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Title of Class: Common stock, no par value

Outstanding shares as of August 3, 2004: 15,677,000

TABLE OF CONTENTS

Page

Forward Looking Statements 1

PART I - FINANCIAL INFORMATION 2

Item 1 - Financial Statements 2

Notes to Unaudited Condensed Consolidated Financial Statements 6

Financial Summary 14

Item 2 - Management's Discussion and Analysis of Financial 15
Condition and Results of Operations

Item 3 - Quantitative and Qualitative Disclosures about Market Risk 29

Item 4 - Controls and Procedures 30

PART II - OTHER INFORMATION 31

Item 1 - Legal Proceedings 31

Item 2 - Changes in Securities, Use of Proceeds and
Issuer Purchases of Equity Securities 31

Item 4 - Submission of Matters to a Vote of Security Holders 31

Item 5 - Other Information 32

Item 6 - Exhibits and Reports on Form 8-K 32

Signatures 34

Exhibits 35

FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains forward-looking statements about TriCo
Bancshares (the "Company") for which it claims the protection of the safe harbor
provisions contained in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are based on Management's current knowledge and
belief and include information concerning the Company's possible or assumed
future financial condition and results of operations. When you see any of the
words "believes", "expects", "anticipates", "estimates", or similar expressions,
they mean making forward-looking statements. A number of factors, some of which
are beyond the Company's ability to predict or control, could cause future
results to differ materially from those contemplated. These factors include but
are not limited to:

- a slowdown in the national and California economies;
- increased economic uncertainty created by the terrorist attacks on the
United States and the actions taken in response;
- the prospect of additional terrorist attacks in the United States and the
uncertain effect of these events on the national and regional economies;
- changes in the interest rate environment;
- changes in the regulatory environment;
- significantly increasing competitive pressure in the banking industry;
- operational risks including data processing system failures or fraud;
- volatility of rate sensitive deposits; and
- asset/liability matching risks and liquidity risks.

The reader is directed to the Company's annual report on Form 10-K for the year
ended December 31, 2003, for further discussion of factors which could affect
the Company's business and cause actual results to differ materially from those
expressed in any forward-looking statement made in this report.

-1-

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

TRICO BANCSHARES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited) (Unaudited)
At June 30, At December 31,
2004 2003 2003
------------------------------- -----------------

Assets:
Cash and due from banks $65,512 $65,051 $80,603
Federal funds sold - 3,200 326
------------------------------- -----------------
Cash and cash equivalents 65,512 68,251 80,929

Investment securities available for sale 309,163 354,040 316,436
Loans
Commercial 146,262 147,746 142,252
Consumer 357,901 237,704 319,029
Real estate mortgages 518,696 407,218 458,369
Real estate construction 55,605 59,622 61,591
------------------------------- -----------------
1,078,464 852,290 981,241

Allowance for loan losses (15,529) (13,455) (13,773)
------------------------------- -----------------
Loans, net of allowance for loan losses 1,062,935 838,835 967,468
Premises and equipment, net 18,996 19,830 19,521
Cash value of life insurance 39,844 34,633 38,980
Other real estate owned 628 1,551 932
Accrued interest receivable 6,069 6,001 6,027
Goodwill and other intangible assets 20,931 22,189 21,604
Other assets 21,095 15,572 16,858
------------------------------- -----------------
Total Assets $1,545,173 $1,360,902 $1,468,755
=============================== =================
Liabilities:
Deposits:
Noninterest-bearing demand $282,292 $260,861 $298,462
Interest-bearing demand 224,552 204,538 220,875
Savings 476,798 393,198 441,461
Time certificates, $100,000 and over 99,242 111,249 94,500
Other time certificates 184,468 203,759 181,525
------------------------------- -----------------
Total deposits 1,267,352 1,173,605 1,236,823
Federal funds purchased 66,000 17,400 39,500
Accrued interest payable 2,272 2,615 2,638
Other Liabilities 17,125 19,810 18,328
Long-term debt and other borrowings 22,866 22,905 22,887
Junior subordinated debt 41,238 - 20,619
------------------------------- -----------------
Total Liabilities 1,416,853 1,236,335 1,340,795
=============================== =================
Shareholders' Equity:
Authorized - 50,000,000 shares of common stock
Issued and outstanding:
15,640,000 at June 30, 2004 69,623
15,704,000 at June 30, 2003 70,015
15,668,000 at December 31, 2003 69,767
Retained earnings 60,681 51,119 56,379
Accumulated other comprehensive
(loss) income, net (1,984) 3,433 1,814
------------------------------- -----------------
Total Shareholders' Equity 128,320 124,567 127,960
------------------------------- -----------------
Total Liabilities and Shareholders' Equity $1,545,173 $1,360,902 $1,468,755
=============================== =================

Share and per share data for all periods have been adjusted to reflect the
2-for-1 stock split paid on April 30, 2004. See accompanying notes to unaudited
condensed consolidated financial statements

-2-

TRICO BANCSHARES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands, except per share data)
(Unaudited)

Three months ended June 30,Six months ended June 30,
2004 2003 2004 2003
--------------------------------------------------------

Interest Income:
Interest and fees on loans $17,551 $14,713 $34,290 $27,702
Interest on federal funds sold 1 18 11 102
Interest on investment securities
available for sale
Taxable 2,638 2,939 5,359 5,683
Tax exempt 438 491 880 1,023
--------------------------------------------------------
Total interest income 20,628 18,161 40,540 34,510
--------------------------------------------------------
Interest Expense:
Interest on interest-bearing demand deposits 105 132 205 250
Interest on savings 857 906 1,764 1,626
Interest on time certificates of deposit 1,425 2,023 2,867 3,982
Interest on short-term borrowing 150 63 184 63
Interest on long-term debt 320 321 640 639
Interest on junior subordinated debt 230 - 441 -
--------------------------------------------------------
Total interest expense 3,087 3,445 6,101 6,560
--------------------------------------------------------
Net Interest Income 17,541 14,716 34,439 27,950
--------------------------------------------------------
Provision for loan losses 1,300 150 1,950 300
--------------------------------------------------------
Net Interest Income After Provision for
Loan Losses 16,241 14,566 32,489 27,650
--------------------------------------------------------
Noninterest Income:
Service charges and fees 4,910 3,985 8,991 7,485
Gain on sale of loans 433 1,319 1,058 2,452
Commissions on sale of non-deposit
investment products 615 461 1,129 909
Other 984 789 1,519 1,104
--------------------------------------------------------
Total Noninterest Income 6,942 6,554 12,697 11,950
--------------------------------------------------------
Noninterest Expense:
Salaries and related benefits 8,440 7,636 16,607 14,513
Other 6,972 6,732 13,151 12,506
--------------------------------------------------------
Total Noninterest Expense 15,412 14,368 29,758 27,019
--------------------------------------------------------
Income Before Income Taxes 7,771 6,752 15,428 12,581
--------------------------------------------------------
Provision for income taxes 2,924 2,498 5,804 4,714
--------------------------------------------------------
Net Income $4,847 $4,254 $9,624 $7,867
--------------------------------------------------------
Other Comprehensive (Loss) Income:
Change in unrealized (loss) gain on
securities available for sale, net (4,410) 745 (3,798) 1,130
--------------------------------------------------------
Comprehensive Income $437 $4,999 $5,826 $8,997
========================================================
Average Shares Outstanding 15,640 15,593 15,628 14,867
Diluted Average Shares Outstanding 16,215 16,042 16,214 15,316
Per Share Data
Basic Earnings $0.31 $0.27 $0.62 $0.53
Diluted Earnings $0.30 $0.27 $0.59 $0.51
Dividends Paid $0.11 $0.10 $0.21 $0.20

Share and per share data for all periods have been adjusted to reflect the
2-for-1 stock split paid on April 30, 2004. See accompanying notes to unaudited
condensed consolidated financial statements

-3-

TRICO BANCSHARES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands, unaudited)
Accumulated
Other
Common Retained Comprehensive
Stock Earnings Income (Loss), net Total
-----------------------------------------------
Balance, December 31, 2002 $50,472 $46,239 $2,303 $99,014
Net income for the period 7,867 7,867
Stock issued, including
stock option tax benefits 18,527 18,527
Exercise of stock options,
including tax benefits 1,016 1,016
Dividends (2,987) (2,987)
Unrealized gain on securities
available for sale, net 1,130 1,130
-----------------------------------------------
Balance, June 30, 2003 $70,015 $51,119 $3,433 $124,567
===============================================

Balance, December 31, 2003 $69,767 $56,379 $1,814 $127,960
Net income for the period 9,624 9,624
Stock issued, including
stock option tax benefits 602 602
Repurchase of common stock (746) (2,047) (2,793)
Dividends (3,275) (3,275)
Unrealized loss on securities
available for sale, net (3,798) (3,798)
-----------------------------------------------
Balance, June 30, 2004 $69,623 $60,681 ($1,984) $128,320
===============================================

See accompanying notes to unaudited condensed consolidated financial statements

-4-

TRICO BANCSHARES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
For the six months
ended June 30,
2004 2003
-------------------------------

Operating Activities:
Net income $9,624 $7,867
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization of property and equipment 1,625 1,323
Amortization of intangible assets 673 552
Provision for loan losses 1,950 300
Amortization of investment securities premium, net 1,009 1,819
Investment security gains net - (100)
Originations of loans for resale (55,376) (115,962)
Proceeds from sale of loans originated for resale 55,929 117,135
Gain on sale of loans (1,058) (2,452)
Amortization of mortgage servicing rights 406 543
Reduction of mortgage servicing rights valuation allowance (600) -
Gain on sale of other real estate owned (182) (60)
Gain on sale of fixed assets (12) (3)
Change in assets and liabilities:
(Increase) decrease in interest receivable (42) 185
Decrease in interest payable (366) (386)
(Increase) decrease in other assets and liabilities (3,112) 3,329
-------------------------------
Net Cash Provided by Operating Activities 10,468 14,090
-------------------------------
Investing Activities:
Net cash obtained in mergers and acquisitions - 7,450
Proceeds from maturities of securities available-for-sale 41,225 122,570
Proceeds from sale of securities available-for-sale - 12,139
Purchases of securities available-for-sale (41,438) (109,717)
Net increase in loans (97,417) (90,439)
Proceeds from sale of premises and equipment 539 10
Purchases of property and equipment (1,407) (1,555)
Proceeds from sale of other real estate owned 478 60
Purchase of life insurance - (18,910)
-------------------------------
Net Cash Used by Investing Activities (98,020) (78,392)
-------------------------------
Financing Activities:
Net increase in deposits 30,529 42,319
Net increase in Federal funds purchased 26,500 17,400
Issuance of junior subordinated debt 20,619 -
Payments of principal on long-term debt agreements (21) (19)
Repurchase of Common Stock (2,793)
Dividends paid (3,275) (2,987)
Exercise of stock options/issuance of Common Stock 576 570
-------------------------------
Net Cash Provided by Financing Activities 72,135 57,283
-------------------------------
Net Decrease in Cash and Cash Equivalents (15,417) (7,019)
-------------------------------
Cash and Cash Equivalents and Beginning of Period 80,929 75,270
-------------------------------
Cash and Cash Equivalents at End of Period $65,512 $68,251
===============================
Supplemental Disclosure of Noncash Activities:
Unrealized (loss) gain on securities available for sale ($6,477) $1,830
Loans transferred to other real estate owned - $619
Supplemental Disclosure of Cash Flow Activity:
Cash paid for interest expense $6,467 $6,872
Cash paid for income taxes $7,460 $3,010
Income tax benefit from stock option exercises $26 $446
The acquisition of North State National Bank
Involved the following:
Common stock issued $18,527
Liabilities assumed $126,722
Fair value of assets acquired, other than cash
and cash equivalents ($119,102)
Core deposit intangible ($3,365)
Goodwill ($15,332)
Net cash and cash equivalents received $7,450

See accompanying notes to unaudited condensed consolidated financial statements

-5-

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: General Summary of Significant Accounting Policies

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission. The results of operations reflect interim
adjustments, all of which are of a normal recurring nature and which, in the
opinion of management, are necessary for a fair presentation of the results for
the interim periods presented. The interim results for the three and six month
periods ended June 30, 2004 are not necessarily indicative of the results
expected for the full year. These unaudited consolidated financial statements
should be read in conjunction with the audited consolidated financial statements
and accompanying notes as well as other information included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2003.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, and
its wholly-owned subsidiary, Tri Counties Bank (the "Bank"). All significant
intercompany accounts and transactions have been eliminated in consolidation.

Nature of Operations

The Company operates 33 branch offices and 13 in-store branch offices in the
California counties of Butte, Contra Costa, Del Norte, Fresno, Glenn, Kern,
Lake, Lassen, Madera, Mendocino, Merced, Nevada, Placer, Sacramento, Shasta,
Siskiyou, Stanislaus, Sutter, Tehama, Tulare and Yuba. The Company's operating
policy since its inception has emphasized retail banking. Most of the Company's
customers are retail customers and small to medium sized businesses.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires Management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. On an on-going basis, the Company evaluates its
estimates, including those related to the adequacy of the allowance for loan
losses, investments, intangible assets, income taxes and contingencies. The
Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions. The one accounting estimate that materially affects the financial
statements is the allowance for loan losses.

Investment Securities

The Company classifies its debt and marketable equity securities into one of
three categories: trading, available-for-sale or held-to-maturity. Trading
securities are bought and held principally for the purpose of selling in the
near term. Held-to-maturity securities are those securities that the Company has
the ability and intent to hold until maturity. All other securities not included
in trading or held-to-maturity are classified as available-for-sale. During the
six months ended June 30, 2004 and throughout 2003, the Company did not have any
securities classified as either held-to-maturity or trading.

Available-for-sale securities are recorded at fair value. Unrealized gains and
losses, net of the related tax effect, on available-for-sale securities are
reported as a separate component of other comprehensive (loss) income in
shareholders' equity until realized.

Premiums and discounts are amortized or accreted over the life of the related
investment security as an adjustment to yield using the effective interest
method. Dividend and interest income are recognized when earned. Realized gains
and losses for securities are included in earnings and are derived using the
specific identification method for determining the cost of securities sold.
Unrealized losses due to fluctuations in fair value of securities held to
maturity or available for sale are recognized through earnings when it is
determined that a permanent decline in value has occurred.

-6-

Loans

Loans are reported at the principal amount outstanding, net of unearned income
and the allowance for loan losses. Loan origination and commitment fees and
certain direct loan origination costs are deferred, and the net amount is
amortized as an adjustment of the related loan's yield over the estimated life
of the loan. Loans on which the accrual of interest has been discontinued are
designated as nonaccrual loans. Accrual of interest on loans is generally
discontinued either when reasonable doubt exists as to the full, and timely
collection of interest or principal or when a loan becomes contractually past
due by 90 days or more with respect to interest or principal. When loans are 90
days past due, but in Management's judgment are well secured and in the process
of collection, they may not be classified as nonaccrual. When a loan is placed
on nonaccrual status, all interest previously accrued but not collected is
reversed. Income on such loans is then recognized only to the extent that cash
is received and where the future collection of principal is probable. Interest
accruals are resumed on such loans only when they are brought fully current with
respect to interest and principal and when, in the judgment of Management, the
loans are estimated to be fully collectible as to both principal and interest.

Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans are charged against the allowance for loan losses when
Management believes that the collectibility of the principal is unlikely or,
with respect to consumer installment loans, according to an established
delinquency schedule. The allowance is an amount that Management believes will
be adequate to absorb probable losses inherent in existing loans, leases and
commitments to extend credit, based on evaluations of the collectibility,
impairment and prior loss experience of loans, leases and commitments to extend
credit. The evaluations take into consideration such factors as changes in the
nature and size of the portfolio, overall portfolio quality, loan
concentrations, specific problem loans, commitments, and current economic
conditions that may affect the borrower's ability to pay. The Company defines a
loan as impaired when it is probable the Company will be unable to collect all
amounts due according to the contractual terms of the loan agreement. Impaired
loans are measured based on the present value of expected future cash flows
discounted at the loan's original effective interest rate. As a practical
expedient, impairment may be measured based on the loan's observable market
price or the fair value of the collateral if the loan is collateral dependent.
When the measure of the impaired loan is less than the recorded investment in
the loan, the impairment is recorded through a valuation allowance.

Mortgage Operations

Transfers and servicing of financial assets and extinguishments of liabilities
are accounted for and reported based on consistent application of a
financial-components approach that focuses on control. Transfers of financial
assets that are sales are distinguished from transfers that are secured
borrowings. Retained interests (mortgage servicing rights) in loans sold are
measured by allocating the previous carrying amount of the transferred assets
between the loans sold and retained interest, if any, based on their relative
fair value at the date of transfer. Fair values are estimated using discounted
cash flows based on a current market interest rate.

The Company recognizes a gain and a related asset for the fair value of the
rights to service loans for others when loans are sold. The Company sold
substantially all of its conforming long-term residential mortgage loans
originated during six months ended June 30, 2004 for cash proceeds equal to the
fair value of the loans.

The following table summarizes the Company's mortgage servicing rights assets as
of June 30, 2004 and December 31, 2003.

December 31, June 30,
(Dollars in thousands) 2003 Additions Reductions 2004
-----------------------------------------------
Mortgage Servicing Rights $3,413 $506 ($406) $3,513
Valuation allowance (600) 600 -
-----------------------------------------------
Mortgage servicing rights, net
of valuation allowance $2,813 $506 $194 $3,513
===============================================

The recorded value of mortgage servicing rights is included in other assets, and
is amortized in proportion to, and over the period of, estimated net servicing
revenues. The Company assesses capitalized mortgage servicing rights for
impairment based upon the fair value of those rights at each reporting date. For
purposes of measuring impairment, the rights are stratified based upon the
product type, term and interest rates. Fair value is determined by discounting
estimated net future cash flows from mortgage servicing activities using
discount rates that approximate current market rates and estimated prepayment
rates, among other assumptions. The amount of impairment recognized, if any, is
the amount by which the capitalized mortgage servicing rights for a stratum
exceeds their fair value. Impairment, if any, is recognized through a valuation
allowance for each individual stratum. At June 30, 2004, the Company had no
mortgage loans held for sale. At June 30, 2004 and December 31, 2003, the
Company serviced real estate mortgage loans for others of $373 million and $357
million, respectively.

-7-

Premises and Equipment

Premises and equipment, including those acquired under capital lease, are stated
at cost less accumulated depreciation and amortization. Depreciation and
amortization expenses are computed using the straight-line method over the
estimated useful lives of the related assets or lease terms. Asset lives range
from 3-10 years for furniture and equipment and 15-40 for land improvement and
buildings.

Other Real Estate Owned

Real estate acquired by foreclosure is carried at the lower of the recorded
investment in the property or its fair value less estimated disposition costs.
Prior to foreclosure, the value of the underlying loan is written down to the
fair value of the real estate to be acquired less estimated disposition costs by
a charge to the allowance for loan losses, when necessary. Any subsequent
write-downs are recorded as a valuation allowance with a charge to other
expenses in the income statement together with other expenses related to such
properties, net of related income. Gains and losses on disposition of such
property are included in other income or other expenses as applicable.

Goodwill and Other Intangible Assets

Goodwill represents the excess of costs over fair value of assets of businesses
acquired. The Company applies the provisions of Financial Accounting Standards
Board (FASB) Statement of Financial Accounting Standards No. 142, Goodwill and
Other Intangible Assets (SFAS 142). Pursuant to SFAS 142, goodwill and
intangible assets acquired in a purchase business combination and determined to
have an indefinite useful life are not amortized, but instead tested for
impairment at least annually in accordance with the provisions of SFAS 142. SFAS
142 also requires that intangible assets with estimable useful lives be
amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment in accordance with FASB Statement
of Financial Accounting Standards No. 144, Accounting for Impairment or Disposal
of Long-Lived Assets (SFAS 144). As of the date of adoption, the Company had
identifiable intangible assets consisting of core deposit premiums and minimum
pension liability. Core deposit premiums are amortized using an accelerated
method over a period of ten years. Intangible assets related to minimum pension
liability are adjusted annually based upon actuarial estimates.

The following table summarizes the Company's core deposit intangibles as of June
30, 2004 and December 31, 2003.

December 31, June 30,
(Dollar in Thousands) 2003 Additions Reductions 2004
----------------------------------------------
Core deposit intangibles $13,643 - - $13,643
Accumulated amortization (7,843) ($673) - (8,516)
----------------------------------------------
Core deposit intangibles, net $5,800 ($673) - $5,127
==============================================

-8-

Core deposit intangibles are amortized over their expected useful lives. Such
lives are periodically reassessed to determine if any amortization period
adjustments are indicated. The following table summarizes the Company's
estimated core deposit intangible amortization for each of the five succeeding
years:

Estimated Core Deposit
Intangible Amortization
Years Ended (Dollar in thousands)
----------- -----------------------
2004 $1,358
2005 $1,381
2006 $1,395
2007 $490
2008 $523
Thereafter $653

The following table summarizes the Company's minimum pension liability
intangible as of June 30, 2004 and December 31, 2003.

December 31, June 30,
(Dollar in Thousands) 2003 Additions Reductions 2004
----------------------------------------------
Minimum pension liability
intangible $285 - - $285

Intangible assets related to minimum pension liability are adjusted annually
based upon actuarial estimates.

The following table summarizes the Company's goodwill intangible as of June 30,
2004 and December 31, 2003.

December 31, June 30,
(Dollar in Thousands) 2003 Additions Reductions 2004
----------------------------------------------
Goodwill $15,519 - - $15,519

Impairment of Long-Lived Assets and Goodwill

The Company applies the provisions of SFAS 144. In accordance with SFAS 144,
long-lived assets, such as premises and equipment, and purchased intangibles
subject to amortization, are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of an
asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds the
fair value of the asset. Assets to be disposed of would be separately presented
in the balance sheet and reported at the lower of the carrying amount or fair
value less costs to sell, and are no longer depreciated. The assets and
liabilities of a disposed group classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.

On December 31 of each year, goodwill is tested for impairment, and is tested
for impairment more frequently if events and circumstances indicate that the
asset might be impaired. An impairment loss is recognized to the extent that the
carrying amount exceeds the asset's fair value. This determination is made at
the reporting unit level and consists of two steps. First, the Company
determines the fair value of a reporting unit and compares it to its carrying
amount. Second, if the carrying amount of a reporting unit exceeds its fair
value, an impairment loss is recognized for any excess of the carrying amount of
the reporting unit's goodwill over the implied fair value of that goodwill. The
implied fair value of goodwill is determined by allocating the fair value of the
reporting unit in a manner similar to a purchase price allocation, in accordance
with FASB Statement of Financial Accounting Standards No. 141, Business
Combinations (SFAS 141). The residual fair value after this allocation is the
implied fair value of the reporting unit goodwill.

Junior Subordinated Debt

On June 22, 2004 the Company formed a subsidiary business trust, TriCo Capital
Trust II, to issue trust preferred securities. Concurrently with the issuance of
the trust preferred securities, the trust issued 619 shares of common stock to
the Company for $1,000 per share or an aggregate of $619,000. In addition, the
Company issued a Junior Subordinated Debenture to the Trust in the amount of
$20,619,000. The terms of the Junior Subordinated Debenture are materially
consistent with the terms of the trust preferred securities issued by TriCo
Capital Trust II. Also on June 22, 2004, TriCo Capital Trust II completed an
offering of 20,000 shares of cumulative trust preferred securities for cash in
an aggregate amount of $20,000,000. The trust preferred securities are
mandatorily redeemable upon maturity on July 23, 2034 with an interest rate that
resets quarterly at three-month LIBOR plus 2.55%, or 4.10% for the first
quarterly interest period. TriCo Capital Trust II has the right to redeem the
trust preferred securities on or after July 23, 2009. The trust preferred
securities were issued through an underwriting syndicate to which the Company
paid underwriting fees of $2.50 per trust preferred security or an aggregate of
$50,000. The net proceeds of $19,950,000 will be used to finance the opening of
new branches, improve bank services and technology, repurchase shares of the
Company's common stock as described below and increase the Company's capital.
The trust preferred securities have not been and will not be registered under
the Securities Act of 1933, as amended, or applicable state securities laws and
were sold pursuant to an exemption from registration under the Securities Act of
1933. The trust preferred securities may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended, and applicable state
securities laws.

-9-

The $20,619,000 of junior subordinated debentures issued by TriCo Capital Trust
II were reflected as junior subordinated debt in the consolidated balance sheet
at June 30, 2004. The common stock issued by TriCo Capital Trust II was recorded
in other assets in the consolidated balance sheet at June 30, 2004.

Income Taxes

The Company's accounting for income taxes is based on an asset and liability
approach. The Company recognizes the amount of taxes payable or refundable for
the current year, and deferred tax assets and liabilities for the future tax
consequences that have been recognized in its financial statements or tax
returns. The measurement of tax assets and liabilities is based on the
provisions of enacted tax laws.

Cash Flows

For purposes of reporting cash flows, cash and cash equivalents include cash on
hand, amounts due from banks and federal funds sold.

Stock-Based Compensation

The Company uses the intrinsic value method to account for its stock option
plans (in accordance with the provisions of Accounting Principles Board Opinion
No. 25). Under this method, compensation expense is recognized for awards of
options to purchase shares of common stock to employees under compensatory plans
only if the fair market value of the stock at the option grant date (or other
measurement date, if later) is greater than the amount the employee must pay to
acquire the stock. Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation (SFAS 123) and Statement of Financial
Accounting Standards No. 148, Accounting for Stock-Based Compensation -
Transition and Disclosure (SFAS 148) permit companies to continue using the
intrinsic value method or to adopt a fair value based method to account for
stock option plans. The fair value based method results in recognizing as
expense over the vesting period the fair value of all stock-based awards on the
date of grant. The Company has elected to continue to use the intrinsic value
method.

Had compensation cost for the Company's option plans been determined in
accordance with SFAS 123, the Company's net income and earnings per share would
have been reduced to the pro forma amounts indicated below:

Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except per share amounts) 2004 2003 2004 2003
---- ---- ---- ----

Net income As reported $4,847 $4,254 $9,624 $7,867
Pro forma $4,762 $4,198 $9,457 $7,755
Basic earnings per share As reported $0.31 $0.27 $0.62 $0.53
Pro forma $0.30 $0.27 $0.61 $0.52
Diluted earnings per share As reported $0.30 $0.27 $0.59 $0.51
Pro forma $0.29 $0.26 $0.58 $0.51
Stock-based employee compensation
cost, net of related tax effects,
included in net income As reported $0 $0 $0 $0
Pro forma $85 $56 $167 $112

Share and per share data for all periods have been adjusted to reflect the
2-for-1 stock split paid on April 30, 2004.

-10-

Retirement Plans

The Company has supplemental retirement plans covering directors and key
executives. These plans are non-qualified defined benefit plans and are
unsecured and unfunded. The Company has purchased insurance on the lives of the
participants and intends to use the cash values of these policies to pay the
retirement obligations.

The following table sets forth the net periodic benefit cost recognized for the
plans:

Three Months Six Months
Ended June 30, Ended June 30,
(in thousands) 2004 2003 2004 2003
---- ---- ---- ----

Net pension cost included the following components:
Service cost-benefits earned during the period $117 $31 $151 $63
Interest cost on projected benefit obligation 144 105 248 209
Amortization of net obligation at transition (3) 9 5 18
Amortization of prior service cost 34 20 54 40
Recognized net actuarial loss 18 38 55 77
-----------------------------------
Net periodic pension cost $310 $203 $513 $407
===================================

During the six months ended June 30, 2004, the Company contributed and paid out
as benefits $265,000 to participants under the plans. For the year ending
December 31, 2004, the Company expects to contribute and pay out as benefits
$490,000 to participants under the plans.

During the quarter ended June 30, 2004, the Company established the 2004 TriCo
Bancshares Supplemental Executive Retirement Plan ("2004 SERP"). The 2004 SERP
is designed to replace the 1987 Tri Counties Bank Supplemental Executive
Retirement Plan ("1987 SERP"). Participants who were eligible to receive
benefits in the 1987 SERP and were employed by the Company as of December 31,
2003 will have their benefits provided by the 2004 SERP. All eligible
Participants who were no longer employed by the Company as of December 31, 2003
will continue to receive benefits pursuant to the provisions of the 1987 SERP.

During the quarter ended June 30, 2004, the Company established the 2004 TriCo
Bancshares Supplemental Retirement Plan for Directors ("2004 SRP for
Directors"). The 2004 SRP for Directors is designed to replace the 1987 Tri
Counties Bank Supplemental Retirement Plan for Directors ("1987 SRP for
Directors"). Participants who were eligible to receive benefits in the 1987 SRP
for Directors and were Directors of by the Company as of December 31, 2003 will
have their benefits provided by the 2004 SRP for Directors. All eligible
Participants who were no longer Directors of the Company as of December 31, 2003
will continue to receive benefits pursuant to the provisions of the 1987 SRP for
Directors.

Based on the current circumstances, and the establishment of the plans noted
above, the Company currently estimates net periodic pension cost for the
year-ending December 31, 2004 will be approximately $1,026,000 compared to
$812,000 and $738,000 that was recorded for the years ended December 31, 2003
and 2002, respectively.

-11-

Deferred Compensation Plans

The Company has deferred compensation plans covering its directors and key
executives. During the quarter ended June 30, 2004, the Company established the
2004 TriCo Bancshares Deferred Compensation Plan ("2004 Deferred Comp Plan), and
modified the existing 1987 Tri Counties Bank Executive Deferred Compensation
Plan ("1987 Plan") and the 1992 Tri Counties Bank Director Deferred Compensation
Plan ("1992 Plan").

The modifications to the 1987 Plan and the 1992 Plan include the following:

- A limitation on participant deferrals (not including accumulated
interest) not to exceed $250,000 through December 31, 2004.
- A requirement that the account balance of any participant be
distributed on or before 12/31/2008, or, at the participant's
election, transferred as the participant's opening balance to the 2004
Deferred Comp Plan.
- Final termination on December 31, 2008.

The features of the 2004 Deferred Comp Plan include the following:

- Eligibility and participation requirements are unchanged from the 1987
Plan and the 1992 Plan. The 2004 Deferred Comp Plan provides for
participation by both employees and directors.
- Participants may elect to defer any portion of their future
compensation. The amount to be deferred will be stated as a percentage
and must not be less than two thousand four hundred dollars ($2,400)
during the deferral period.
- A participant in the 2004 Deferred Comp Plan controls his investments
in a Bank-owned brokerage account. Although the participant will
manage his or her brokerage account, it will remain the sole property
of the Bank and only the Bank will be permitted to make contributions
to or withdrawals from the account.

As of June 30, 2004, participant balances in the 1987 Plan and the 1992 Plan
totaled $5,757,000, and were recorded as other liabilities in the Company's
consolidated financial statements. The Company currently estimates that as the
1987 Plan and the 1992 Plan are phased out and terminated on December 31, 2008,
the Company will recognize related annual cost savings.

-12-

Comprehensive Income

For the Company, comprehensive income includes net income reported on the
statement of income, changes in the fair value of its available-for-sale
investments, and changes in the minimum pension liability reported as a
component of shareholders' equity.

The changes in the components of accumulated other comprehensive income (loss)
for the six months ended June 30, 2004 and 2003 are reported as follows:

Six Months Ended June 30,
2004 2003
-----------------------------
Unrealized Gain on Securities (in thousands)

Beginning Balance $2,519 $3,048
Unrealized (loss) gain arising
during the period, net of tax (3,798) 1,130
-----------------------------
Ending Balance ($1,279) $4,178
=============================

Minimum Pension Liability
Beginning Balance ($705) ($745)
Change in minimum pension liability,
net of tax - -
-----------------------------
Ending Balance ($705) ($745)
=============================
Total accumulated other comprehensive
income (loss), net ($1,984) $3,433
=============================

Reclassifications

Certain amounts previously reported in the 2003 financial statements have been
reclassified to conform to the 2004 presentation. These reclassifications did
not affect previously reported net income or total shareholders' equity. Share
and per share data for all periods have been adjusted to reflect the 2-for-1
stock split effected as a stock dividend which was paid on April 30, 2004 to
shareholders of record on April 9, 2004.

-13-

TRICO BANCSHARES
Financial Summary
(dollars in thousands, except per share amounts)

(Unaudited) (Unaudited)
Three months ended Six months ended
June 30, June 30,
------------------------------------------------------------
2004 2003 2004 2003

Net Interest Income (FTE) $17,811 $15,000 $34,958 $28,543
Provision for loan losses (1,300) (150) (1,950) (300)
Noninterest income 6,942 6,554 12,697 11,950
Noninterest expense (15,412) (14,368) (29,758) (27,019)
Provision for income taxes (FTE) (3,194) (2,782) (6,323) (5,307)

Net income $4,847 $4,254 $9,624 $7,867

Average shares outstanding 15,640 15,593 15,628 14,867
Diluted average shares outstanding 16,215 16,042 16,214 15,271
Shares outstanding at period end 15,640 15,704 15,640 15,704

As Reported:
Basic earnings per share $0.31 $0.27 $0.62 $0.53
Diluted earnings per share $0.30 $0.27 $0.59 $0.51
Return on assets 1.29% 1.27% 1.31% 1.26%
Return on equity 14.97% 13.88% 14.89% 14.07%
Net interest margin 5.27% 5.02% 5.31% 5.09%
Net loan charge-offs to average loans 0.03% 0.96% 0.04% 0.58%
Efficiency ratio (FTE) 62.26% 66.66% 62.44% 66.73%

Average Balances:
Total assets $1,505,261 $1,339,107 $1,473,107 $1,244,433
Earning assets 1,351,774 1,194,618 1,316,403 1,121,452
Total loans 1,029,425 801,493 1,000,109 740,734
Total deposits 1,252,472 1,146,211 1,242,088 1,075,032
Shareholders' equity $129,481 $122,567 $129,307 $111,853

Balances at Period End:
Total assets $1,545,173 $1,360,902
Earning assets 1,387,627 1,209,530
Total loans 1,078,464 852,290
Total deposits 1,267,352 1,173,605
Shareholders' equity $128,320 $124,567

Financial Ratios at Period End:
Allowance for loan losses to loans 1.44% 1.58%
Book value per share $8.20 $7.93
Tangible book value per share $6.87 $6.52
Equity to assets 8.30% 9.15%
Total capital to risk assets 12.40% 10.37%

Dividends Paid Per Share $0.11 $0.10 $0.21 $0.20
Dividend Payout Ratio 36.7% 37.0% 35.6% 38.5%

Share and per share data for all periods have been adjusted to reflect the
2-for-1 stock split paid on April 30, 2004.

-14-

Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations

As TriCo Bancshares (the "Company") has not commenced any business operations
independent of Tri Counties Bank (the "Bank"), the following discussion pertains
primarily to the Bank. Average balances, including such balances used in
calculating certain financial ratios, are generally comprised of average daily
balances for the Company. Within Management's Discussion and Analysis of
Financial Condition and Results of Operations, interest income and net interest
income are generally presented on a fully tax-equivalent (FTE) basis.

Critical Accounting Policies and Estimates

The Company's discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these financial statements
requires the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, the Company evaluates
its estimates, including those related to the adequacy of the allowance for loan
losses, intangible assets, and contingencies. The Company bases its estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. (See caption "Allowance for
Loan Losses" for a more detailed discussion).

Results of Operations

The following discussion and analysis is designed to provide a better
understanding of the significant changes and trends related to the Company and
the Bank's financial condition, operating results, asset and liability
management, liquidity and capital resources and should be read in conjunction
with the Consolidated Financial Statements of the Company and the Notes thereto.

The Company had quarterly earnings of $4,847,000, or $0.30 per diluted share,
for the three months ended June 30, 2004. These results represent a 11.1%
increase from the $0.27 earnings per diluted share reported for the three months
ended June 30, 2003 on earnings of $4,254,000. The improvement in results from
the year-ago quarter was due to a $2,811,000 (18.7%) increase in fully
tax-equivalent net interest income to $17,811,000, and a $388,000 (5.9%)
increase in noninterest income to $6,942,000. These contributing factors were
partially offset by a $1,150,000 (767%) increase in provision for loan losses
and a $1,044,000 (7.3%) increase in noninterest expense to $15,412,000 for the
quarter ended June 30, 2004.

The Company reported earnings of $9,624,000, or $0.59 per diluted share, for the
six months ended June 30, 2004. These results represent a 15.7% increase from
the $0.51 earnings per diluted share reported for the six months ended June 30,
2003 on earnings of $7,867,000. The improvement in results from the year-ago
period was due to a $6,415,000 (22.5%) increase in fully tax-equivalent net
interest income to $34,958,000, and a $747,000 (6.3%) increase in noninterest
income to $12,697,000. These contributing factors were partially offset by a
$1,650,000 (550%) increase in provision for loan losses to $1,950,000, and a
$2,739,000 (10.1%) increase in noninterest expense to $29,758,000 for the six
months ended June 30, 2004.

-15-

Following is a summary of the components of fully taxable equivalent ("FTE") net
income for the periods indicated (dollars in thousands):

Three months ended Six months ended
June 30, June 30,
------------------------------------------------
2004 2003 2004 2003
------------------------------------------------
Net Interest Income (FTE) $17,811 $15,000 $34,958 $28,543
Provision for loan losses (1,300) (150) (1,950) (300)
Noninterest income 6,942 6,554 12,697 11,950
Noninterest expense (15,412) (14,368) (29,758) (27,019)
Provision for income taxes (FTE) (3,194) (2,782) (6,323) (5,307)
------------------------------------------------
Net income $4,847 $4,254) $9,624 $7,867
================================================

Net income for the second quarter of 2004 was $593,000 (13.9%) more than for the
same quarter of 2003. A significant increase in fully taxable equivalent net
interest income (up $2,811,000 or 18.7%) and an increase in noninterest income
(up $388,000 or 5.9%), more than offset an increase in provision for loan losses
(up $1,150,000 or 767%), and an increase in noninterest expenses (up $1,044,000
or 7.3%). The increase in net interest income (FTE) was due to an increase in
average balance of interest-earning assets (up $157 million to $1.352 billion or
13.1%) and a 0.25% increase in net interest margin. The increase in provision
for loan losses was mainly due to loan growth as loan quality remains high and
loan charge-offs remain low. The $388,000 increase in noninterest income from
the year-ago quarter was mainly due to an increase in service charges and fee
income (up $356,000 or 8.9% to $4,340,000), an increase in gain on sale of
nondeposit investment products (up $154,000 or 33.4% to $615,000), and an
increase in cash value of life insurance (up $56,000 or 14.9% to $432,000). Also
during the quarter ended June 30, 2004, the Company recovered $570,000 of a
previously recorded valuation allowance related to its mortgage servicing asset,
and realized gains of $89,000 and $182,000 on the sale of fixed assets and other
real estate, respectively. Partially offsetting these contributing factors was a
decrease in gain on sale of loans (down $886,000 or 67.2% to $433,000). The
increase in noninterest expense was mainly due to an increase in salary and
benefit expense (up $804,000 or 10.5% to $8,440,000). The increase in salary and
benefits expense was mainly due to the opening of de-novo branches in Roseville
(November 2003), Folsom (December 2003), and Turlock (April 2004), and regular
salary increases. Other noninterest expense also increased (up $240,000 or 3.6%
to $6,972,000).

Net income for the six months ended June 30, 2004 was $1,757,000 (22.3%) more
than for the same period of 2003. A significant increase in fully taxable
equivalent net interest income (up $6,415,000 or 22.5%) and an increase in
noninterest income (up $747,000 or 6.3%), more than offset an increase in
provision for loan losses (up $1,650,000 or 550%), and an increase in
noninterest expenses (up $2,739,000 or 10.1%). The increase in net interest
income (FTE) was due to an increase in average balance of interest-earning
assets (up $195 million to $1.316 billion or 17.4%) and a 0.22% increase in net
interest margin. The increase in provision for loan losses was mainly due to
loan growth as loan quality remains high and loan charge-offs remain low. The
$747,000 increase in noninterest income from the year-ago six month period was
mainly due to an increase in service charges and fee income (up $906,000 or
12.1% to $8,392,000), an increase in gain on sale of nondeposit investment
products (up $220,000 or 24.2% to $1,129,000), and an increase in cash value of
life insurance (up $349,000 or 67.8% to $864,000). Also during the six months
ended June 30, 2004, the Company recovered $600,000 of a previously recorded
valuation allowance related to its mortgage servicing asset, and realized gains
of $12,000 and $182,000 on the sale of fixed assets and other real estate,
respectively. Partially offsetting these contributing factors was a decrease in
gain on sale of loans (down $1,394,000 or 56.9% to $1,058,000). The increase in
noninterest expense was mainly due to an increase in salary and benefit expense
(up $2,094,000 or 14.4% to $16,607,000). The increase in salary and benefits
expense was mainly due to the addition of one branch from the acquisition of
North State National Bank (April 2003), the opening of de-novo branches in
Roseville (November 2003), Folsom (December 2003), and Turlock (April 2004), and
regular salary increases. Other noninterest expense also increased (up $645,000
or 5.2% to $13,151,000).

-16-

Net Interest Income

Following is a summary of the components of net interest income for the periods
indicated (dollars in thousands):

Three months ended Six months ended
June 30, June 30,
-------------------------------------------------------
2004 2003 2004 2003
-------------------------------------------------------

Interest income $20,628 $18,161 $40,540 $34,510
Interest expense (3,087) (3,445) (6,101) (6,560)
FTE adjustment 270 284 519 593
-------------------------------------------------------
Net interest income (FTE) $17,811 $15,000 $34,958 $28,543
=======================================================
Average earning assets $1,351,774 $1,194,618 $1,316,403 $1,121,452

Net interest margin (FTE) 5.27% 5.02% 5.31% 5.09%

The Company's primary source of revenue is net interest income, or the
difference between interest income on earning assets and interest expense in
interest-bearing liabilities. Net interest income (FTE) during the first quarter
of 2004 increased $2,811,000 (18.7%) from the same period in 2003 to
$17,811,000. The increase in net interest income (FTE) was due to the increased
average balances of earning assets (up $157 million or 13.1% to $1.352 billion)
and a 0.25% increase in net interest margin (FTE).

Net interest income (FTE) during the first six months of 2004 increased
$6,415,000 (22.5%) from the same period in 2003 to $34,958,000. The increase in
net interest income (FTE) was due to the increased average balances of earning
assets (up $195 million or 17.4% to $1.316 billion) and a 0.22% increase in net
interest margin (FTE).

Interest and Fee Income

Interest and fee income (FTE) for the second quarter of 2004 increased
$2,453,000 (13.3%) from the second quarter of 2003. The increase was the net
effect of higher average interest-earning assets (up $157 million or 13.1% to
$1.352 billion) and no change in the yield on those average earning assets that
remained at 6.18%. The growth in interest-earning assets was due to a $228
million (28.5%) increase in average loan balances that was partially offset by
decreases of $65 million and $6 million in average balances of investments and
federal funds sold, respectively.

The average yield on the Company's combined earning assets did not change from
the year-ago quarterly yield of 6.18% despite a 0.52% decrease in the average
yield of the Company's loan portfolio, due to a higher percentage of earning
assets in loans rather than investments, and increased yields on investments.
This downward trend in loan yields was reflective of general interest rate
markets during much of the twelve months ended June 30, 2004. The increase in
yields on investments was mainly due to maturities of shorter-term, lower
yielding investments.

Interest and fee income (FTE) for the six months ended June 30, 2004 increased
$5,956,000 (17.0%) from the same period of 2003. The increase was the net effect
of higher average interest-earning assets (up $195 million or 17.4% to $1.316
billion) that was partially offset by a 0.02% decrease in the yield on those
average earning assets to 6.24%. The growth in interest-earning assets was led
by a $259 million (35%) increase in average loan balances to $1 billion that was
partially offset by decreases of $49 million and $15 million in average balances
of investments and federal funds sold, respectively.

The average yield on the Company's earning assets decreased only 0.02% to 6.24%
for the six month period ended June 30, 2004 from 6.26% for the same period in
2003 despite a 0.62% decrease in the average yield of the Company's loan
portfolio, due to a higher percentage of earning assets in loans rather than
investments, and increased yields on investments. This downward trend in loan
yields was reflective of general interest rate markets during much of the twelve
months ended June 30, 2004. The increase in yields on investments was mainly due
to maturities of shorter-term, lower yielding investments.

-17-

Interest Expense

Interest expense decreased $358,000 (10.4%) to $3,087,000 in the second quarter
of 2004 compared to $3,445,000 in the year-ago quarter. The average balance of
interest-bearing liabilities increased $132 million (13.9%) to $1.084 billion in
the second quarter compared to $952 million in the year-ago quarter. The
increase in interest-bearing liabilities was concentrated in the lower earning
interest-bearing demand deposits (up $18 million or 8.5%), savings deposits (up
$105 million or 27.8%), and Federal funds purchased (up $36 million or 180%).
The average balance of the higher earning time deposits was down $50 million
(15.6%) while the average balance of junior subordinated debt was up $23 million
from the year-ago quarter. In addition, the average balance of
noninterest-bearing deposits increased $32 million (13.5%) from the year-ago
quarter. The average rate paid for all categories of interest-bearing
liabilities decreased from the average rate paid in the year-ago quarter as a
result of general market interest rate changes.

Interest expense decreased $459,000 (7.0%) to $6,101,000 for the six months
ended June 30, 2004 compared to $6,560,000 in the year-ago period. The average
balance of interest-bearing liabilities increased $165 million (18.6%) to $1.051
billion for the six months ended June 30, 2004 compared to $886 million in the
year-ago period. The increase in interest-bearing liabilities was concentrated
in the lower earning interest-bearing demand deposits (up $27 million or 13.6%),
savings deposits (up $128 million or 36.7%), and Federal funds purchased (up $25
million or 250%). The average balance of the higher earning time deposits was
down $36 million (11.7%) while the average balance of junior subordinated debt
was up $22 million from the year-ago period. In addition, for the six months
ended June 30, 2004, the average balance of noninterest-bearing deposits
increased $48 million (21.6%) from the year-ago period. The average rate paid
for all categories of interest-bearing liabilities decreased from the average
rate paid in the year-ago quarter as a result of general market interest rate
changes.

Net Interest Margin (FTE)

The following table summarizes the components of the Company's net interest
margin for the periods indicated:

Three months ended Six months ended
June 30, June 30,
---------------------------------------------
2004 2003 2004 2003
---------------------------------------------
Yield on earning assets 6.18% 6.18% 6.24% 6.26%
Rate paid on interest-bearing
Liabilities 1.14% 1.45% 1.16% 1.48%
---------------------------------------------
Net interest spread 5.04% 4.73% 5.08% 4.78%
Impact of all other net
noninterest-bearing funds 0.23% 0.29% 0.23% 0.31%
---------------------------------------------
Net interest margin 5.27% 5.02% 5.31% 5.09%
=============================================

Net interest margin in the second quarter of 2004 increased 0.25% compared to
the second quarter of 2003. This increase in net interest margin was mainly due
to lower rates paid on liabilities, and a change in the ratio of loans to total
interest earning assets. During the quarter ended June 30, 2004, the ratio of
loans to total interest earnings assets was 76% compared to 67% in the year-ago
quarter. The increase in interest income due to the increase in loan volume more
than offset the effect of the 0.52% decrease in average loan yield. As a result,
the average yield on total earning assets did not change, while the average rate
paid on interest-bearing liabilities decreased 0.31%.

Net interest margin for the six months ended June 30, 2004 increased 0.22%
compared to the six months ended June 30, 2003. This increase in net interest
margin was mainly due to lower rates paid on liabilities, and a change in the
ratio of loans to total interest earning assets. During the six months ended
June 30, 2004, the ratio of loans to total interest earnings assets was 76%
compared to 66% in the year-ago six-month period. The increase in interest
income due to the increase in loan volume more than offset the effect of the
0.62% decrease in average loan yield. As a result, the average yield on total
earning assets decreased only 0.02%, while the average rate paid on
interest-bearing liabilities decreased 0.32%.

-18-

Summary of Average Balances, Yields/Rates and Interest Differential

The following tables present, for the periods indicated, information regarding
the Company's consolidated average assets, liabilities and shareholders' equity,
the amounts of interest income from average earning assets and resulting yields,
and the amount of interest expense paid on interest-bearing liabilities. Average
loan balances include nonperforming loans. Interest income includes proceeds
from loans on nonaccrual loans only to the extent cash payments have been
received and applied to interest income. Yields on securities and certain loans
have been adjusted upward to reflect the effect of income thereon exempt from
federal income taxation at the current statutory tax rate (dollars in
thousands).

For the three months ended
----------------------------------------------------------------
June 30, 2004 June 30, 2003
----------------------------- ------------------------------
Interest Rates Interest Rates
Average Income/ Earned Average Income/ Earned
Balance Expense Paid Balance Expense Paid
----------------------------- ------------------------------

Assets:
Loans $1,029,425 $17,551 6.82% $801,493 $14,713 7.34%
Investment securities - taxable 287,058 2,638 3.68% 348,375 2,939 3.37%
Investment securities - nontaxable 34,870 708 8.12% 38,780 775 8.00%
Federal funds sold 421 1 0.95% 5,970 18 1.21%
----------------------------- ------------------------------
Total earning assets 1,351,774 20,898 6.18% 1,194,618 18,445 6.18%
Other assets 153,487 -------- 144,489 --------
---------- ---------
Total assets $1,505,261 $1,339,107
========== =========
Liabilities and shareholders' equity:
Interest-bearing demand deposits $229,878 105 0.18% $211,561 132 0.25%
Savings deposits 482,796 857 0.71% 377,830 906 0.96%
Time deposits 270,476 1,425 2.11% 320,268 2,023 2.53%
Federal funds purchased 55,754 150 1.08% 19,556 63 1.29%
Other borrowings 22,870 320 5.60% 22,908 321 5.61%
Junior subordinated debt 22,681 230 4.06% - - -
----------------------------- ------------------------------
Total interest-bearing liabilities 1,084,455 3,087 1.14% 952,123 3,445 1.45%
Noninterest-bearing deposits 269,322 -------- 236,552 --------
Other liabilities 22,003 27,865
Shareholders' equity 129,481 122,567
---------- ---------
Total liabilities and shareholders'
equity $1,505,261 $1,339,107
========== =========
Net interest spread(1) 5.04% 4.73%
Net interest income and interest margin(2) $17,811 5.27% $15,000 5.02%
================= ====================

(1) Net interest spread represents the average yield earned on assets minus the
average rate paid on interest-earning assets minus the average rate paid on
interest-bearing liabilities
(2) Net interest margin is computed by calculating the difference between
interest income and expense, divided by the average balance of earning
assets.

-19-

For the six months ended
----------------------------------------------------------------
June 30, 2004 June 30, 2003
----------------------------- ------------------------------
Interest Rates Interest Rates
Average Income/ Earned Average Income/ Earned
Balance Expense Paid Balance Expense Paid
----------------------------- ------------------------------

Assets:
Loans $1,000,109 $34,290 6.86% $740,734 $27,702 7.48%
Investment securities - taxable 278,708 5,359 3.85% 323,556 5,683 3.51%
Investment securities - nontaxable 35,171 1,399 7.96% 39,958 1,616 8.09%
Federal funds sold 2,415 11 0.91% 17,204 102 1.19%
----------------------------- ------------------------------
Total earning assets 1,316,403 41,059 6.24% 1,121,452 35,103 6.26%
Other assets 156,704 -------- 122,981 --------
---------- ---------
Total assets $1,473,107 $1,244,433
========== =========
Liabilities and shareholders' equity:
Interest-bearing demand deposits $226,193 205 0.18% $199,289 250 0.25%
Savings deposits 475,268 1,764 0.74% 347,098 1,626 0.94%
Time deposits 270,807 2,867 2.12% 306,596 3,982 2.60%
Federal funds purchased 34,523 184 1.07% 9,778 63 1.29%
Other borrowings 22,875 640 5.60% 22,913 639 5.58%
Junior subordinated debt 21,650 441 4.07% - - -
----------------------------- ------------------------------
Total interest-bearing liabilities 1,051,316 6,101 1.16% 885,674 6,560 1.48%
Noninterest-bearing deposits 269,820 -------- 222,049 --------
Other liabilities 22,664 24,857
Shareholders' equity 129,307 111,853
---------- ---------
Total liabilities and shareholders'
equity $1,473,107 $1,244,433
========== =========
Net interest spread(1) 5.08% 4.78%
Net interest income and interest margin(2) $34,958 5.31% $28,543 5.09%
================= ====================

(1) Net interest spread represents the average yield earned on assets minus the
average rate paid on interest-earning assets minus the average rate paid on
interest-bearing liabilities
(2) Net interest margin is computed by calculating the difference between
interest income and expense, divided by the average balance of earning
assets.

-20-

Summary of Changes in Interest Income and Expense due to Changes in Average
Asset & Liability Balances and Yields Earned & Rates Paid

The following tables set forth a summary of the changes in interest income (FTE)
and interest expense from changes in average asset and liability balances
(volume) and changes in average interest rates for the periods indicated.
Changes not solely attributable to volume or rates have been allocated in
proportion to the respective volume and rate components (dollars in thousands).

Three months ended June 30, 2004
compared with three months
ended June 30, 2003
---------------------------------
Volume Rate Total
---------------------------------
Increase (decrease) in interest income:
Loans $4,183 ($1,345) $2,838
Investment securities (626) 258 (368)
Federal funds sold (17) - (17)
---------------------------------
Total earning assets 3,540 (1,087) 2,453
---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits 11 (38) (27)
Savings deposits 252 (301) (49)
Time deposits (315) (283) (598)
Federal funds purchased 117 (30) 87
Other borrowings (1) - (1)
Junior subordinated debt 230 - 230
---------------------------------
Total interest-bearing liabilities 294 (652) (358)
---------------------------------
Increase (decrease) in Net Interest Income $3,246 ($435) $2,811
=================================

Six months ended June 30, 2004
compared with six months
ended June 30, 2003
---------------------------------
Volume Rate Total
---------------------------------
Increase (decrease) in interest income:
Loans $9,701 (3,113) 6,588
Investment securities (997) 456 (541)
Federal funds sold (88) (3) (91)
---------------------------------
Total earning assets 8,616 (2,660) 5,956
---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits 34 (79) (45)
Savings deposits 602 (464) 138
Time deposits (465) (650) (1,115)
Federal funds purchased 160 (39) 121
Other borrowings (1) 2 1
Junior subordinated debt - 441 441
---------------------------------
Total interest-bearing liabilities 330 (789) (459)
---------------------------------
Increase (decrease) in Net Interest Income $8,286 ($1,871) $6,415
=================================

-21-

Provision for Loan Losses

The Company provided $1,300,000 for loan losses in the second quarter of 2004
versus $150,000 in the second quarter of 2003. During the second quarter of
2004, the Company recorded $67,000 of net loan charge offs versus $1,916,000 of
net loan charge-offs in the year earlier quarter. The decrease in charge-offs is
primarily due to a $1,900,000 charge-off that occurred in the second quarter of
2003 related to two commercial real estate loans to a single entity
collateralized by a single building.

The Company provided $1,950,000 for loan losses during the six months ended June
30, 2004 versus $300,000 during the six months ended June 30, 2003. During the
six months ended June 30, 2004, the Company recorded $193,000 of net loan charge
offs versus $2,150,000 of net loan charge-offs in the year earlier six-month
period.

Noninterest Income

The following table summarizes the components of noninterest income for the
periods indicated (dollars in thousands).

Three months ended Six months ended
June 30, June 30,
----------------------------------------------------
2004 2003 2004 2003
----------------------------------------------------

Service charges on deposit accounts $3,407 $3,192 $6,605 $6,050
ATM fees and interchange 664 597 1,246 1,117
Other service fees 269 196 541 318
Mortgage servicing asset valuation recovery 570 - 600 -
Gain on sale of loans 433 1,319 1,058 2,452
Commissions on sale of
nondeposit investment products 615 461 1,129 909
Gain on sale of investments - 100 - 100
Gain on sale of fixed assets 89 - 12 3
Gain on sale of other real estate 182 60 182 60
Increase in cash value of life insurance 432 376 864 515
Other noninterest income 279 253 460 426
----------------------------------------------------
Total noninterest income $6,942 $6,554 $12,697 $11,950
====================================================

Noninterest income for the second quarter of 2004 increased $388,000 (5.9%) to
$6,942,000 from $6,554,000 in the year-ago quarter. The increase in noninterest
income from the year-ago quarter was mainly due to an increase in service
charges and fee income (up $355,000 or 8.9% to $4,340,000), an increase in gain
on sale of nondeposit investment products (up $154,000 or 33.4% to $615,000),
and an improvement of increase in cash value of life insurance (up $56,000 or
14.9% to $432,000). Also during the quarter ended June 30, 2004, the Company
recovered $570,000 of a previously recorded valuation allowance related to its
mortgage servicing asset, and realized gains of $89,000 and $182,000 on the sale
of fixed assets and other real estate, respectively. Partially offsetting these
contributing factors was a decrease in gain on sale of loans (down $886,000 or
67.2% to $433,000). The increase in service charge and fee income and gain on
sale of nondeposit investment products is mainly due to the expansion of the
Company into new markets and increased penetration in existing markets. The
improvement in increase in cash value of life insurance is due to approximately
$22.5 million of life insurance that was purchased in the spring of 2003. The
recovery of a previously recorded valuation allowance related to the Company's
mortgage servicing asset, and the decrease in gain on sale of loans is due to
the slowdown in the residential mortgage refinance market that started during
the second half of 2003.

Noninterest income for the six months ended June 30, 2004 increased $747,000
(6.3%) to $12,697,000 from $11,950,000 in the same period in 2003. The increase
in noninterest income from the year-ago six month period was mainly due to an
increase in service charges and fee income (up $907,000 or 12.1% to $8,392,000),
an increase in gain on sale of nondeposit investment products (up $220,000 or
24.2% to $1,129,000), and an improvement of increase in cash value of life
insurance (up $349,000 or 67.8% to $864,000). Also during the six months ended
June 30, 2004, the Company recovered $600,000 of a previously recorded valuation
allowance related to its mortgage servicing asset, and realized gains of $12,000
and $182,000 on the sale of fixed assets and other real estate, respectively.
Partially offsetting these contributing factors was a decrease in gain on sale
of loans (down $1,394,000 or 56.9% to $1,058,000).

-22-

Noninterest Expense

The following table summarizes the components of noninterest expense for the
periods indicated (dollars in thousands).

Three months ended Six months ended
June 30, June 30,
----------------------------------------------------
2004 2003 2004 2003
----------------------------------------------------

Salaries $5,189 $4,792 $10,283 $9,042
Commissions and incentives 1,383 1,361 2,460 2,472
Employee benefits 1,868 1,483 3,864 2,999
Occupancy 1,003 890 1,946 1,682
Equipment 913 832 1,850 1,579
Professional fees 598 641 1,107 1,215
Telecommunications 421 392 796 783
Data processing and software 400 349 783 640
Advertising and marketing 234 370 425 642
Courier service 269 260 531 508
ATM network charges 325 255 620 487
Intangible amortization 342 324 673 552
Postage 235 230 467 428
Operational losses 112 176 152 306
Assessments 73 65 145 125
Other 2,047 1,948 3,656 3,559
----------------------------------------------------
Total $15,412 $14,368 $29,758 $27,019
====================================================
Average full time equivalent staff 539 513 536 490
Noninterest expense to revenue (FTE) 62.26% 66.66% 62.44% 66.73%

Noninterest expense for the second quarter of 2004 increased $1,044,000 (7.3%)
to $15,412,000 from $14,368,000 in the second quarter of 2003. The increase in
noninterest expense was mainly due to a $804,000 (10.5%) increase in salary and
benefit expense to $8,440,000. The increase in salary and benefits expense was
mainly due to annual salary increases, new employees from the opening of de-novo
branches in Roseville (November 2003), Folsom (December 2003), and Turlock
(April 2004). Noninterest expense excluding salaries and benefits also increased
(up $240,000 or 3.6% to $6,972,000).

Noninterest expense for the first six months of 2004 increased $2,739,000
(10.1%) to $29,758,000 from $27,019,000 in the first six months of 2003. The
increase in noninterest expense was mainly due to a $2,094,000 (14.4%) increase
in salary and benefit expense to $16,607,000. The increase in salary and
benefits expense was mainly due to annual salary increases, new employees from
the addition of one branch through the acquisition of North State National Bank
(April 2003), and the opening of de-novo branches in Roseville (November 2003),
Folsom (December 2003), and Turlock (April 2004). Noninterest expense excluding
salaries and benefits also increased (up $645,000 or 5.2% to $13,151,000).

Provision for Income Tax

The effective tax rate for the three months ended June 30, 2003 was 37.6% and
reflects an increase from 37.0% for the three months ended June 30, 2003. The
effective tax rate for the six months ended June 30, 2004 was 37.6% and reflects
an increase from 37.5% for the six months ended June 30, 2003. The provision for
income taxes for all periods presented is primarily attributable to the
respective level of earnings and the incidence of allowable deductions,
particularly from tax-exempt loans, state and municipal securities, and bank
owned life insurance.

-23-

Classified Assets

The Company closely monitors the markets in which it conducts its lending
operations and continues its strategy to control exposure to loans with high
credit risk. Asset reviews are performed using grading standards and criteria
similar to those employed by bank regulatory agencies. Assets receiving lesser
grades fall under the "classified assets" category, which includes all
nonperforming assets and potential problem loans, and receive an elevated level
of attention to ensure collection.

The following is a summary of classified assets on the dates indicated (dollars
in thousands):

At June 30, 2004 At December 31, 2003
------------------------- ------------------------
Gross Guaranteed Net Gross Guaranteed Net
-----------------------------------------------------
Classified loans $25,266 $9,826 $15,440 $29,992 $11,209 $18,783
Other classified assets 628 - 628 932 - 932
-----------------------------------------------------
Total classified assets $25,894 $9,826 $16,068 $30,924 $11,209 $19,715
=====================================================
Allowance for loan losses/
Classified loans 100.6% 73.3%

Classified assets, net of guarantees of the U.S. Government, including its
agencies and its government-sponsored agencies at June 30, 2004, decreased $3.6
million (18.5%) to $16.1 million from $19.7 million at December 31, 2003.

Nonperforming Loans

Loans are reviewed on an individual basis for reclassification to nonaccrual
status when any one of the following occurs: the loan becomes 90 days past due
as to interest or principal, the full and timely collection of additional
interest or principal becomes uncertain, the loan is classified as doubtful by
internal credit review or bank regulatory agencies, a portion of the principal
balance has been charged off, or the Company takes possession of the collateral.
Loans that are placed on nonaccrual even though the borrowers continue to repay
the loans as scheduled are classified as "performing nonaccrual" and are
included in total nonperforming loans. The reclassification of loans as
nonaccrual does not necessarily reflect Management's judgment as to whether they
are collectible.

Interest income is not accrued on loans where Management has determined that the
borrowers will be unable to meet contractual principal and/or interest
obligations, unless the loan is well secured and in the process of collection.
When a loan is placed on nonaccrual, any previously accrued but unpaid interest
is reversed. Income on such loans is then recognized only to the extent that
cash is received and where the future collection of principal is probable.
Interest accruals are resumed on such loans only when they are brought fully
current with respect to interest and principal and when, in the judgment of
Management, the loans are estimated to be fully collectible as to both principal
and interest.

Interest income on nonaccrual loans, which would have been recognized during the
six months, ended June 30, 2004, if all such loans had been current in
accordance with their original terms, totaled $639,435. Interest income actually
recognized on these loans during the six months ended June 30, 2004 was
$449,923.

The Company's policy is to place loans 90 days or more past due on nonaccrual
status. In some instances when a loan is 90 days past due Management does not
place it on nonaccrual status because the loan is well secured and in the
process of collection. A loan is considered to be in the process of collection
if, based on a probable specific event, it is expected that the loan will be
repaid or brought current. Generally, this collection period would not exceed 30
days. Loans where the collateral has been repossessed are classified as OREO or,
if the collateral is personal property, the loan is classified as other assets
on the Company's financial statements.

Management considers both the adequacy of the collateral and the other resources
of the borrower in determining the steps to be taken to collect nonaccrual
loans. Alternatives that are considered are foreclosure, collecting on
guarantees, restructuring the loan or collection lawsuits.

-24-

As shown in the following table, total nonperforming assets net of guarantees of
the U.S. Government, including its agencies and its government-sponsored
agencies, decreased $812,000 (15.3%) to $4,514,000 million during the first six
months of 2004. Nonperforming assets net of guarantees represent 0.29% of total
assets. All nonaccrual loans are considered to be impaired when determining the
need for a specific valuation allowance. The Company continues to make a
concerted effort to work problem and potential problem loans to reduce risk of
loss.

(dollars in thousands):
At June 30, 2004 At December 31, 2003
------------------------- -------------------------
Gross Guaranteed Net Gross Guaranteed Net
------------------------------------------------------

Performing nonaccrual loans $10,409 $8,014 $2,395 $10,997 $7,936 $3,061
Nonperforming, nonaccrual loans 1,896 444 1,452 2,551 1,252 1,299
------------------------------------------------------
Total nonaccrual loans 12,305 8,458 3,847 13,548 9,188 4,360
Loans 90 days past due and still accruing 39 - 39 34 - 34
------------------------------------------------------
Total nonperforming loans 12,344 8,458 3,886 13,582 9,188 4,394
Other real estate owned 628 - 628 932 - 932
------------------------------------------------------
Total nonperforming assets $12,972 $8,458 $4,514 $14,514 $9,188 $5,326
======================================================
Nonperforming loans to total loans 0.36% 0.45%
Allowance for loan losses/nonperforming loans 400% 313%
Nonperforming assets to total assets 0.29% 0.36%

Allowance for Loan Losses

Credit risk is inherent in the business of lending. As a result, the Company
maintains an Allowance for Loan Losses to absorb losses inherent in the
Company's loan portfolio. This is maintained through periodic charges to
earnings. These charges are shown in the Consolidated Income Statements as
provision for loan losses. All specifically identifiable and quantifiable losses
are immediately charged off against the allowance. However, for a variety of
reasons, not all losses are immediately known to the Company and, of those that
are known, the full extent of the loss may not be quantifiable at that point in
time. The balance of the Company's Allowance for Loan Losses is meant to be an
estimate of these unknown but probable losses inherent in the portfolio. For
purposes of this discussion, "loans" shall include all loans and lease contracts
that are part of the Company's portfolio.

The Company formally assesses the adequacy of the allowance on a quarterly
basis. Determination of the adequacy is based on ongoing assessments of the
probable risk in the outstanding loan portfolio, and to a lesser extent the
Company's loan commitments. These assessments include the periodic re-grading of
credits based on changes in their individual credit characteristics including
delinquency, seasoning, recent financial performance of the borrower, economic
factors, changes in the interest rate environment, growth of the portfolio as a
whole or by segment, and other factors as warranted. Loans are initially graded
when originated. They are re-graded as they are renewed, when there is a new
loan to the same borrower, when identified facts demonstrate heightened risk of
nonpayment, or if they become delinquent. Re-grading of larger problem loans
occur at least quarterly. Confirmation of the quality of the grading process is
obtained by independent credit reviews conducted by consultants specifically
hired for this purpose and by various bank regulatory agencies.

The Company's method for assessing the appropriateness of the allowance includes
specific allowances for identified problem loans and leases as determined by
SFAS 114, formula allowance factors for pools of credits, and allowances for
changing environmental factors (e.g., interest rates, growth, economic
conditions, etc.). Allowance factors for loan pools are based on the previous 5
years historical loss experience by product type. Allowances for specific loans
are based on SFAS 114 analysis of individual credits. Allowances for changing
environmental factors are Management's best estimate of the probable impact
these changes have had on the loan portfolio as a whole. This process is
explained in detail in the notes to the Company's Consolidated Financial
Statements in its Annual Report on Form 10-K for the year ended December 31,
2003.

Based on the current conditions of the loan portfolio, Management believes that
the $15,529,000 allowance for loan losses at June 30, 2004 is adequate to absorb
probable losses inherent in the Company's loan portfolio. No assurance can be
given, however, that adverse economic conditions or other circumstances will not
result in increased losses in the portfolio.

-25-

The following table summarizes the loan loss provision, net credit losses and
allowance for loan losses for the periods indicated (dollars in thousands):

Three months ended Six months ended
June 30, June 30,
------------------------------------------------
2004 2003 2004 2003
------------------------------------------------
Balance, beginning of period $14,296 $14,293 $13,773 $14,377
Addition through merger - 928 - 928
Loan loss provision 1,300 150 1,950 300
Loans charged off (177) (2,063) (365) (2,343)
Recoveries of previously
charged-off loans 110 147 171 193
------------------------------------------------
Net charge-offs (67) (1,916) (194) (2,150)
------------------------------------------------
Balance, end of period $15,529 $13,455 $15,529 $13,455
================================================
Allowance for loan losses/loans outstanding 1.44% 1.58%

Junior Subordinated Debt

On July 31, 2003, the Company formed a subsidiary business trust, TriCo Capital
Trust I, to issue trust preferred securities. Concurrently with the issuance of
the trust preferred securities, the trust issued 619 shares of common stock to
the Company for $1,000 per share or an aggregate of $619,000. In addition, the
Company issued a Junior Subordinated Debenture to the Trust in the amount of
$20,619,000. The terms of the Junior Subordinated Debenture are materially
consistent with the terms of the trust preferred securities issued by TriCo
Capital Trust I. Also on July 31, 2003, TriCo Capital Trust I completed an
offering of 20,000 shares of cumulative trust preferred securities for cash in
an aggregate amount of $20,000,000. The trust preferred securities are
mandatorily redeemable upon maturity on October 7, 2033 with an interest rate
that resets quarterly at three-month LIBOR plus 3.05%, or 4.16% for the first
quarterly interest period. TriCo Capital Trust I has the right to redeem the
trust preferred securities on or after October 7, 2008. The trust preferred
securities were issued through an underwriting syndicate to which the Company
paid underwriting fees of $7.50 per trust preferred security or an aggregate of
$150,000. The net proceeds of $19,850,000 will be used to finance the opening of
new branches, improve bank services and technology, repurchase shares of the
Company's common stock under its repurchase plan and increase the Company's
capital. The trust preferred securities have not been and will not be registered
under the Securities Act of 1933, as amended, or applicable state securities
laws and were sold pursuant to an exemption from registration under the
Securities Act of 1933. The trust preferred securities may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act of 1933, as amended, and
applicable state securities laws.

As a result of the adoption of FIN 46R, the Company deconsolidated TriCo Capital
Trust I as of and for year ended December 31, 2003. The $20,619,000 of junior
subordinated debentures issued by TriCo Capital Trust I were reflected as junior
subordinated debt in the consolidated balance sheet at June 30, 2004 and
December 31, 2003. The common stock issued by TriCo Capital Trust I was recorded
in other assets in the consolidated balance sheet at June 30, 2004 and December
31, 2003.

Prior to December 31, 2003, TriCo Capital Trust I was a consolidated subsidiary
and was included in liabilities in the consolidated balance sheet, as "Trust
preferred securities." The common securities and debentures, along with the
related income effects were eliminated in the consolidated financial statements.

On June 22, 2004, the Company formed a subsidiary business trust, TriCo Capital
Trust II, to issue trust preferred securities. Concurrently with the issuance of
the trust preferred securities, the trust issued 619 shares of common stock to
the Company for $1,000 per share or an aggregate of $619,000. In addition, the
Company issued a Junior Subordinated Debenture to the Trust in the amount of
$20,619,000. The terms of the Junior Subordinated Debenture are materially
consistent with the terms of the trust preferred securities issued by TriCo
Capital Trust II. Also on June 22, 2004, TriCo Capital Trust II completed an
offering of 20,000 shares of cumulative trust preferred securities for cash in
an aggregate amount of $20,000,000. The trust preferred securities are
mandatorily redeemable upon maturity on July 23, 2034 with an interest rate that
resets quarterly at three-month LIBOR plus 2.55%, or 4.10% for the first
quarterly interest period. TriCo Capital Trust II has the right to redeem the
trust preferred securities on or after July 23, 2009. The trust preferred
securities were issued through an underwriting syndicate to which the Company
paid underwriting fees of $2.50 per trust preferred security or an aggregate of
$50,000. The net proceeds of $19,950,000 will be used to finance the opening of
new branches, improve bank services and technology, repurchase shares of the
Company's common stock under its repurchase plan and increase the Company's
capital. The trust preferred securities have not been and will not be registered
under the Securities Act of 1933, as amended, or applicable state securities
laws and were sold pursuant to an exemption from registration under the
Securities Act of 1933. The trust preferred securities may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act of 1933, as amended, and
applicable state securities laws.

-26-

The $20,619,000 of junior subordinated debentures issued by TriCo Capital Trust
II were reflected as junior subordinated debt in the consolidated balance sheet
at June 30, 2004. The common stock issued by TriCo Capital Trust II was recorded
in other assets in the consolidated balance sheet at June 30, 2004.

The debentures issued by TriCo Capital Trust I and TriCo Capital Trust II, less
the common securities of TriCo Capital Trust I and TriCo Capital Trust II,
continue to qualify as Tier 1 or Tier 2 capital under interim guidance issued by
the Board of Governors of the Federal Reserve System (Federal Reserve Board).

Capital Resources

The current and projected capital position of the Company and the impact of
capital plans and long-term strategies are reviewed regularly by Management.

As previously announced on March 11, 2004, the Board of Directors of TriCo
Bancshares approved a two-for-one stock split of its common stock at its meeting
held on March 11, 2004. The stock split was effected in the form of a stock
dividend that entitle each stockholder of record at the close of business on
April 9, 2004 to receive one additional share for every share of TriCo common
stock held on that date. Shares resulting from the split were distributed on
April 30, 2004.

Also at its meeting on March 11, 2004, the Board of Directors of TriCo
Bancshares approved an increase in the maximum number of shares to be
repurchased under the Company's stock repurchase plan originally announced on
July 31, 2003 from 250,000 to 500,000 effective on April 9, 2004, solely to
conform with the two-for-one stock split noted above. The 250,000 shares
originally authorized for repurchase under this plan represented approximately
3.2% of the Company's approximately 7,852,000 common shares outstanding as of
July 31, 2003. This plan has no stated expiration date for the repurchases,
which may occur from time to time as market conditions allow. As of July 26,
2004, the Company repurchased 222,600 shares under this plan as adjusted for the
2-for-1 stock split paid on April 30, 2004, which leaves 277,400 shares
available for repurchase under the plan.

The Company's primary capital resource is shareholders' equity, which was $128.3
million at June 30, 2004. This amount represents an increase of $0.4 million
from December 31, 2003, the net result of comprehensive income for the period
($5.8 million) and the issuance of common shares via the exercise of stock
options ($0.6 million), partially offset by the repurchase of common stock ($2.8
million) and dividends paid ($3.3 million). The Company's ratio of equity to
total assets was 8.30%, 9.15%, and 8.71% as of June 30, 2004, June 30, 2003, and
December 31, 2003, respectively. The following summarizes the ratios of capital
to risk-adjusted assets for the periods indicated:

The following summarizes the ratios of capital to risk-adjusted assets for the
periods indicated:

To Be Well
At June 30, At Minimum Capitalized Under
---------------- December 31, Regulatory Prompt Corrective
2004 2003 2003 Requirement Action Provisions
------------------------------------------------------------------

Tier 1 Capital 10.93% 9.12% 10.41% 4.00% 6.00%
Total Capital 12.40% 10.37% 11.57% 8.00% 10.00%
Leverage ratio 9.73% 7.45% 8.68% 4.00% 5.00%

-27-

Off-Balance Sheet Arrangements

The Bank has certain ongoing commitments under operating and capital leases.
These commitments do not significantly impact operating results. As of June 30,
2004 commitments to extend credit were the Company's only financial instruments
with off-balance sheet risk. The Company has not entered into any contracts for
financial derivative instruments such as futures, swaps, options, etc. Loan
commitments increased to $370 million at June 30, 2004 from $333 million at
December 31, 2003. The commitments represent 34.3% of the total loans
outstanding at June 30, 2004 versus 33.9% at December 31, 2003.

Certain Contractual Obligations

The following chart summarizes certain contractual obligations of the Company as
of December 31, 2003:

Less than 1-3 3-5 More than
(dollars in thousands) Total one year years years 5 years
------------------------------------------------------------------

Federal funds purchased $39,500 $39,500 - - -
FHLB loan, fixed rate of 5.41%
payable on April 7, 2008, callable
in its entirety by FHLB on a quarterly
basis beginning April 7, 2003 20,000 - - $20,000 -
FHLB loan, fixed rate of 5.35%
payable on December 9, 2008 1,500 - - 1,500 -
FHLB loan, fixed rate of 5.77%
payable on February 23, 2009 1,000 - - - $1,000
Capital lease obligation on premises,
effective rate of 13% payable
monthly in varying amounts
through December 1, 2009 562 90 183 187 102
Junior subordinated debt, adjustable rate
of three-month LIBOR plus 3.05%,
callable in whole or in part by the
Company on a quarterly basis beginning
October 7, 2008, matures October 7, 2033 20,619 - - - 20,619
Operating lease obligations 6,254 1,172 1,835 1,428 1,819
Deferred compensation(1) 5,195 269 505 438 3,983
Supplemental retirement plans(1) 3,567 498 937 774 1,358
Employment agreements 253 253 - - -
------------------------------------------------------------------
Total contractual obligations $98,450 $41,782 $3,460 $24,327 $28,881
==================================================================

(1) These amounts represent known certain payments to participants under
the Company's deferred compensation and supplemental retirement plans.

-28-

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Asset and Liability Management

The goal for managing the assets and liabilities of the Company is to maximize
shareholder value and earnings while maintaining a high quality balance sheet
without exposing the Company to undue interest rate risk. The Board of Directors
has overall responsibility for the Company's interest rate risk management
policies. The Company has an Asset and Liability Management Committee (ALCO)
which establishes and monitors guidelines to control the sensitivity of earnings
to changes in interest rates.

Activities involved in asset/liability management include but are not limited to
lending, accepting and placing deposits, investing in securities and issuing
debt. Interest rate risk is the primary market risk associated with
asset/liability management. Sensitivity of earnings to interest rate changes
arises when yields on assets change in a different time period or in a different
amount from that of interest costs on liabilities. To mitigate interest rate
risk, the structure of the balance sheet is managed with the goal that movements
of interest rates on assets and liabilities are correlated and contribute to
earnings even in periods of volatile interest rates. The asset/liability
management policy sets limits on the acceptable amount of variance in net
interest margin, net income and market value of equity under changing interest
environments. Market value of equity is the net present value of estimated cash
flows from the Company's assets, liabilities and off-balance sheet items. The
Company uses simulation models to forecast net interest margin, net income and
market value of equity.

Simulation of net interest margin, net income and market value of equity under
various interest rate scenarios is the primary tool used to measure interest
rate risk. Using computer-modeling techniques, the Company is able to estimate
the potential impact of changing interest rates on net interest margin, net
income and market value of equity. A balance sheet forecast is prepared using
inputs of actual loan, securities and interest-bearing liability (i.e.
deposits/borrowings) positions as the beginning base.

In the simulation of net interest margin and net income under various interest
rate scenarios, the forecast balance sheet is processed against seven interest
rate scenarios. These seven interest rate scenarios include a flat rate
scenario, which assumes interest rates are unchanged in the future, and six
additional rate ramp scenarios ranging from +300 to -300 basis points around the
flat scenario in 100 basis point increments. These ramp scenarios assume that
interest rates increase or decrease evenly (in a "ramp" fashion) over a
twelve-month period and remain at the new levels beyond twelve months.

In the simulation of market value of equity under various interest rate
scenarios, the forecast balance sheet is processed against seven interest rate
scenarios. These seven interest rate scenarios include the flat rate scenario
described above, and six additional rate shock scenarios ranging from +300 to
- -300 basis points around the flat scenario in 100 basis point increments. These
rate shock scenarios assume that interest rates increase or decrease immediately
(in a "shock" fashion) and remain at the new level in the future.

At June 30, 2004 and 2003, the results of the simulations noted above indicate
that the balance sheet is slightly asset sensitive (earnings increase when
interest rates rise). The magnitude of all the simulation results noted above is
within the Company's policy guidelines. The asset liability management policy
limits aggregate market risk, as measured in this fashion, to an acceptable
level within the context of risk-return trade-offs.

The simulation results noted above do not incorporate any management actions,
which might moderate the negative consequences of interest rate deviations.
Therefore, they do not reflect likely actual results, but serve as conservative
estimates of interest rate risk.

At June 30, 2004 and 2003, the Company had no derivative financial instruments.

-29-

Liquidity

The Company's principal source of asset liquidity is federal funds sold and
marketable investment securities available for sale. At June 30, 2004, federal
funds sold and investment securities available for sale totaled $309 million,
representing an decrease of $8 million or 2.3% from December 31, 2003, and a
decrease of $45 million or 12.7% from June 30, 2003. In addition, the Company
generates additional liquidity from its operating activities. The Company's
profitability during the first six months of 2004 generated cash flows from
operations of $10.5 million compared to $14.1 million during the first six
months of 2003. Additional cash flows may be provided by financing activities,
primarily the acceptance of deposits and borrowings from banks. Sales and
maturities of investment securities produced cash inflows of $41 million during
the six months ended June 30, 2004 compared to $135 million for the six months
ended June 30, 2003. During the six months ended June 30, 2004, the Company
invested $41 million and $97 million in securities and net loan growth,
respectively, compared to $110 million, $90 million, and $19 million in
securities, net loan growth, and life insurance policies, respectively, during
the first six months of 2003. These changes in investment and loan balances
contributed to net cash used for investing activities of $98 million during the
six months ended June 30, 2004, compared to net cash used for investing
activities of $78 million during the six months ended June 30, 2003. Financing
activities provided net cash of $72 million during the six months ended June 30,
2004, compared to net cash provided by financing activities of $57 million
during the six months ended June 30, 2003. Increases in deposit balances and
Federal funds borrowed accounted for $31 million and $27 million of financing
sources of funds, respectively, during the six months ended June 30, 2004,
compared to increases in deposit balances and Federal funds borrowed of $42
million and $17 million during the six months ended June 30, 2003. The Company
raised $21 million through the issuance of junior subordinated debt during the
six months ended June 30, 2004. Dividends paid used $3.3 million and $3.0
million of cash during the six months ended June 30, 2004 and June 30, 2003,
respectively. Also, the Company's liquidity is dependent on dividends received
from the Bank. Dividends from the Bank are subject to certain regulatory
restrictions.

Item 4. Controls and Procedures

The Chief Executive Officer, Richard Smith, and the Chief Financial Officer,
Thomas Reddish, evaluated the effectiveness of the Company's disclosure controls
and procedures as of June 30, 2004 ("Evaluation Date"). Based on that
evaluation, they concluded that as of the Evaluation Date the Company's
disclosure controls and procedures are effective to allow timely communication
to them of information relating to the Company and the Bank required to be
disclosed in its filings with the Securities and Exchange Commission ("SEC")
under the Securities Exchange Act of 1934, as amended ("Exchange Act").
Disclosure controls and procedures are Company controls and other procedures
that are designed to ensure that information required to be disclosed by the
Company in the reports that it files under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms.

-30-

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

Due to the nature of the banking business, the Bank is at times party to various
legal actions; all such actions are of a routine nature and arise in the normal
course of business of the Bank.

Item 2 - Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
Securities

The following table shows information concerning the common stock repurchased by
the Company during the second quarter of 2004 pursuant to the Company's stock
repurchase plan originally announced on July 31, 2003, as amended effective
April 9, 2004, to conform with the Company's two-for-one stock split paid on
April 30, 2004, which is discussed in more detail under "Capital Resources" in
this report:

Period (a) Total number (b) Average price (c) Total number of (d) Maximum number
of Shares purchased paid per share shares purchased as of shares that may yet
part of publicly be purchased under the
announced plans or plans or programs
programs
- -----------------------------------------------------------------------------------------------------------

April 1-30, 2004 - - - 277,400
May 1-31, 2004 - - - 277,400
June 1-30, 2004 - - - 277,400
- -----------------------------------------------------------------------------------------------------------
Total - - - 277,400

Item 4 - Submission of Matters to a Vote of Security Holders

(a) The Company's Annual Meeting of Shareholders was held on May 4, 2004.

(b) and (c) The following vote results are based on the number of shares
outstanding prior to the 2-for-1 stock split paid on April 30, 2004. The
following eleven directors were elected at the meeting:

Votes For Votes Against/Withheld Abstentions
William J. Casey 6,211,353 272,395 -
Donald J. Amaral 6,165,571 318,177 -
Craig S. Compton 6,226,680 257,068 -
John S.A. Hasbrook 6,283,846 199,902 -
Michael W. Koehnen 6,289,696 194,052 -
Wendell J. Lundberg 6,202,532 281,216 -
Donald E. Murphy 6,213,445 270,303 -
Steve G. Nettleton 6,284,518 199,230 -
Richard P. Smith 6,283,513 200,235 -
Carroll R. Taresh 5,673,757 809,991 -
Alex A. Vereschagin, Jr. 6,271,636 212,112 -

The shareholders approved an amendment to the Company's articles of
incorporation to increase the authorized shares of common stock from
20,000,000 to 50,000,000. 5,801,690 shares were voted for approval, 627,114
shares were voted against and 53,771 shares abstained.

The shareholders approved an amendment to the Company's 2001 stock option
plan to increase by 450,000 the number of shares which may be granted under
the plan. 4,178,658 shares were voted for approval, 926,004 shares were
voted against and 108,449 shares abstained.

The shareholders ratified the appointment of KPMG LLP as independent public
accountants of the Company for 2004. 6,378,503 shares were voted for the
ratification, 23,539 shares were voted against and 81,706 shares abstained.

-31-

Item 5. Other Information

The Company completed effective June 22, 2004 an offering of 20,000 shares of
cumulative trust preferred securities for cash in an aggregate amount of
$20,000,000. The trust preferred securities are mandatorily redeemable on July
23, 2034 with an interest rate that resets quarterly at three-month LIBOR plus
2.55%, or 4.10% for the first quarterly interest period. The trust preferred
securities were issued through an underwriting syndicate to which the Company
paid underwriting fees of $2.50 per trust preferred security or an aggregate of
$50,000. The net proceeds of $19,950,000 will be used to finance the opening of
new branches, improve bank services and technology, repurchase shares of the
Company's common stock under its repurchase plan and increase the Company's
capital.

The trust preferred securities have not been and will not be registered under
the Securities Act of 1933, as amended, or applicable state securities laws and
were sold pursuant to an exemption from registration under the Securities Act of
1933. The trust preferred securities may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended, and applicable state
securities laws.

The Company formed a subsidiary business trust, TriCo Capital Trust II, to issue
the trust preferred securities. Concurrently with the issuance of the trust
preferred securities, the trust issued 619 shares of common stock to the Company
for $1,000 per share or an aggregate of $619,000. In addition, the Company
issued a Junior Subordinated Debenture to the Trust in the amount of
$20,619,000. The terms of the Junior Subordinated Debenture are materially
consistent with the terms of the trust preferred securities issued by TriCo
Capital Trust II.

Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

3.1* Restated Articles of Incorporation dated May 9, 2003, filed as
Exhibit 3.1 to TriCo's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003

3.2* Bylaws of TriCo Bancshares, as amended, filed as Exhibit 3.2 to
TriCo's Form S-4 Registration Statement dated January 16, 2003
(No. 333-102546)

4* Certificate of Determination of Preferences of Series AA Junior
Participating Preferred Stock filed as Exhibit 3.3 to TriCo's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2001

10.1* Rights Agreement dated June 25, 2001, between TriCo and Mellon
Investor Services LLC filed as Exhibit 1 to TriCo's Form 8-A
dated July 25, 2001

10.2 Form of Change of Control Agreement dated July 20, 2004, between
TriCo and each of Craig Carney, Gary Coelho, W.R. Hagstrom,
Andrew Mastorakis, Rick Miller, Richard O'Sullivan, Thomas
Reddish, and Ray Rios

10.3* TriCo's 1993 Non-Qualified Stock Option Plan filed as Exhibit 4.1
to TriCo's Form S-8 Registration Statement dated January 18, 1995
(No. 33-88704)

10.4* TriCo's Non-Qualified Stock Option Plan filed as Exhibit 4.2 to
TriCo's Form S-8 Registration Statement dated January 18, 1995
(No. 33-88704)

10.5* TriCo's Incentive Stock Option Plan filed as Exhibit 4.3 to
TriCo's Form S-8 Registration Statement dated January 18, 1995
(No. 33-88704)

10.6* TriCo's 1995 Incentive Stock Option Plan filed as Exhibit 4.1 to
TriCo's Form S-8 Registration Statement dated August 23, 1995
(No. 33-62063)

-32-

10.7* TriCo's 2001 Stock Option Plan filed as Exhibit 4 to TriCo's Form
S-8 Registration Statement dated July 27, 2001 (No. 33-66064)

10.8 Employment Agreement between TriCo and Richard Smith dated April
20, 2004

10.9 Tri Counties Bank Executive Deferred Compensation Plan dated
September 1, 1987, as restated April 1, 1992, and amended and
restated January 1, 2004

10.10 Tri Counties Bank Deferred Compensation Plan for Directors
effective April 1, 1992, as amended and restated January 1, 2004

10.11 2004 TriCo Bancshares Deferred Compensation Plan effective
January 1, 2004

10.12 Tri Counties Bank Supplemental Retirement Plan for Directors
dated September 1, 1987, as restated January 1, 2001, and amended
and restated January 1, 2004

10.13 2004 TriCo Bancshares Supplemental Retirement Plan for Directors
effective January 1, 2004

10.14 Tri Counties Bank Supplemental Executive Retirement Plan
effective September 1, 1987, as amended and restated January 1,
2004

10.15 2004 TriCo Bancshares Supplemental Executive Retirement Plan
effective January 1, 2004

10.16* Form of Joint Beneficiary Agreement effective March 31, 2003
between Tri Counties Bank and each of George Barstow, Dan Bay,
Ron Bee, Craig Carney, Robert Elmore, Greg Gill, Richard Miller,
Andrew Mastorakis, Richard O'Sullivan, Thomas Reddish, Jerald
Sax, and Richard Smith, filed as Exhibit 10.14 to TriCo's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2003

10.17* Form of Joint Beneficiary Agreement effective March 31, 2003
between Tri Counties Bank and each of Don Amaral, William Casey,
Craig Compton, John Hasbrook, Michael Koehnen, Wendell Lundberg,
Donald Murphy, Carroll Taresh, and Alex Vereshagin, filed as
Exhibit 10.15 to TriCo's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2003

10.18* Form of Tri-Counties Bank Executive Long Term Care Agreement
effective June 10, 2003 between Tri Counties Bank and each of
Craig Carney, Andrew Mastorakis, Richard Miller, Richard
O'Sullivan, and Thomas Reddish, filed as Exhibit 10.16 to TriCo's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2003

10.19* Form of Tri-Counties Bank Director Long Term Care Agreement
effective June 10, 2003 between Tri Counties Bank and each of Don
Amaral, William Casey, Craig Compton, John Hasbrook, Michael
Koehnen, Donald Murphy, Carroll Taresh, and Alex Verischagin,
filed as Exhibit 10.17 to TriCo's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2003

10.20* Form of Indemnification Agreement between TriCo Bancshares/Tri
Counties Bank and each of the directors of TriCo Bancshares/Tri
Counties Bank effective on the date that each director is first
elected, filed as Exhibit 10.18 to TriCo'S Annual Report on Form
10-K for the year ended December 31, 2003.

-33-

10.21 Form of Indemnification Agreement between TriCo Bancshares/Tri
Counties Bank and each of Craig Carney, W.R. Hagstrom, Andrew
Mastorakis, Rick Miller, Richard O'Sullivan, Thomas Reddish, Ray
Rios, and Richard Smith.

11.1 Computation of earnings per share

21.1 Tri Counties Bank, a California banking corporation, TriCo
Capital Trust I, a Delaware business trust, and TriCo Capital
Trust II, a Delaware business trust, are the only subsidiaries of
Registrant

31.1 Rule 13a-14(a)/15d-14(a) Certification of CEO

31.2 Rule 13a-14(a)/15d-14(a) Certification of CFO

32.1 Section 1350 Certification of CEO

32.2 Section 1350 Certification of CFO

* Previously filed and incorporated by reference.

(b) Reports on Form 8-K

During the quarter ended June 30, 2004 the Company filed the following
Current Reports on Form 8-K:

Description Date of Report
---------------------------------- ---------------------
Quarterly results of operations April 22, 2004
Quarterly results of operations July 21, 2004

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

TRICO BANCSHARES
(Registrant)

Date: August 3, 2004 /s/ Thomas J. Reddish
-----------------------------------
Thomas J. Reddish
Executive Vice President and
Chief Financial Officer

-34-

Exhibit 10.2

Form of Change of Control Agreement dated July 20, 2004, between TriCo and each
of Craig Carney, Gary Coelho, W.R. Hagstrom, Andrew Mastorakis, Rick Miller,
Richard O'Sullivan, Thomas Reddish, and Ray Rios

CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement ("Agreement") is dated as of July 20,
2004, and is by and among TRI COUNTIES BANK, a California banking corporation
having its principal place of business at 63 Constitution Drive, Chico,
California 95973, TRICO BANCSHARES, a California corporation ("TriCo"), and
_____________________, ("Employee").
WHEREAS, Tri Counties Bank desires to retain and assure Employee's services
and loyalty during any pending Change of Control, as defined herein, and is
willing to provide severance benefits in excess of its regular severance
benefits in such event;
WHEREAS, Employee desires to continue in the employ of Tri Counties Bank
under the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. TERM OF AGREEMENT. Unless sooner terminated pursuant to the provisions
of Section 5 hereof, the initial term of this Agreement shall be for twelve
(12) months. On each one-year anniversary of this Agreement thereafter,
this Agreement shall automatically renew for an additional one (1) year
period, unless terminated by either party ninety (90) days prior to such
anniversary date; provided, however this Agreement may not be terminated
pursuant to this Section 1 at any time there is a pending or threatened
"Change of Control" (as defined herein).
2. DUTIES OF EMPLOYMENT. Employee hereby agrees to devote his full and
exclusive time and attention to the business of Tri Counties Bank, TriCo
and their subsidiaries (collectively, "Employer"), to faithfully perform
the duties assigned to him by the Board of Directors consistent with his
office, and to conduct himself in such a way as shall best serve the
interests of Employer.

3. CHANGE OF CONTROL.

3.1 In the event of a Change of Control of Employer and in the event
that, within ninety days of the Change of Control, either: (i)
Employee's employment is terminated, or (ii) Employee gives written
notice that he wishes to invoke the provisions of this Section 3, or
(iii) a substantial and material adverse change occurs in Employee's
title, compensation and/or responsibilities, subject to the provisions
of Section 3.3, Employee shall be entitled to receive his salary at
the rate then in effect for a period of twenty-four (24) months
following the occurrence of the events set forth herein, as well as an
amount equal to 200% of the annual bonuses earned by the Employee for
the last complete calendar year or year of employment, whichever is
greater, paid in twenty-four equal monthly installments; provided,
however, that the present value of said payments shall not be more
than two hundred ninety-nine percent (299%) of Employee's compensation
as defined by Section 280G of the Internal Revenue Code of 1954, as
amended. Employer shall be relieved of its obligation to make payments
under this Section 3.1 if, at the time it is to make such payment, it
is insolvent, in conservatorship or receivership, is in a troubled
condition, is operating under a supervisory agreement with any
regulatory agency having jurisdiction, has been given a financial
soundness rating of "4" or "5," or is subject to a proceeding to
terminate or suspend federal deposit insurance.

3.2 For purposes of this Agreement, a "Change of Control" of Employer
shall occur:
(a) upon Employer's knowledge that any person (as such term is
used in Section 13(d) and 14(d)(2) of the Securities Exchange Act
of 1934, as amended) is or becomes "the beneficial owner" (as
defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of shares representing 40% or more of the combined
voting power of the then outstanding securities of Employer; or
(b) upon the first purchase of the common stock of Employer
pursuant to a tender or exchange offer (other than a tender or
exchange offer made by Employer); or
(c) upon the approval by the stockholders of Employer of a
merger or consolidation (other than a merger of consolidation in
which Employer is the surviving corporation and which does not
result in any reclassification or reorganization of Employer's
then outstanding securities), a sale or disposition of all or
substantially all of the assets of Employer, or a plan of
liquidation or dissolution of Employer; or
(d) if, during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board of
Directors of Employer cease for any reason to constitute at least
a majority thereof, unless the election or nomination for the
election by the stockholders of Employer of each new director was
approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the
period.

3.3 Anything in this Agreement to the contrary notwithstanding, prior
to the payment of any compensation or benefits payable under Section
3.1 hereof, the certified public accountants of Employer who served as
accountants immediately prior to a Change of Control (the "Certified
Public Accountants") shall determine as promptly as practical and in
any event within 20 business days following a Change of Control
whether any payment or distribution by Employer to or for the benefit
of Employee (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement, any other agreements or
otherwise) (a "Payment") would more likely than not be nondeductible
by Employer for Federal income purposes because of section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and if it is,
then the aggregate present value of amounts payable or distributable
to or for the benefit of Employee pursuant to this Agreement (such
payments or distributions pursuant to this Agreement are thereinafter
referred to as "Agreement Payments") shall be reduced (but not below
zero) to the Reduced Amount. For purposes of this Section 3.3, the
"Reduced Amount" shall be an amount expressed in present value, which
maximizes the aggregate present value of Agreement Payments without
causing any payment to be nondeductible by Employer because of said
Section 280G of the Code.
If under this Section the Certified Public Accountants determine
that any payment would more likely than not be nondeductible by
Employer because of Section 280G of the Code, Employer shall promptly
give Employee notice to the effect and a copy of the detailed
calculation thereof and of the Reduced Amount, and the Employee may
then elect, in his sole discretion, which and how much of the
Agreement Payments or any other payments shall be eliminated or
reduced (as long as after such election the aggregate present value of
the Agreement Payments or any other payments equals the Reduced
Amount), and shall advise the Employer in writing of his election
within 20 business days of his receipt of notice. If no such election
is made by Employee within such 20-day period, Employer may elect
which and how much of the Agreement Payments or any other payments
shall be eliminated or reduced (as long as after such election the
aggregate present value of the Agreement Payments equals the Reduced
Amount) and shall notify Employee promptly of such election. For
purposes of this Section 3.3, present value shall be determined in
accordance with Section 280G(d)(4) of the Code. All determinations
made by the Certified Public Accountants shall be binding upon
Employer and Employee and the payment to Employee shall be made within
20 days of a Change of Control. Employer may suspend for a period of
up to 30 days after a Change of Control the Payment and any other
payments or benefits due to Employee until the Certified Public
Accountants finish the determination and Employee (or Employer, as the
case may be) elects how to reduce the Agreement Payments or any other
payments, if necessary. As promptly as practicable following such
determination and the elections hereunder, Employer shall pay to or
distribute to or for the benefit of Employee such amounts as are then
due to Employee under this Agreement.
As a result of the uncertainty in the application of Section 280G
of the Code, it is possible that Agreement Payments may have been made
by Employer, which should not have been made ("Overpayment"), in each
case, consistent with the calculation of the Reduced Amount hereunder.
In the event that the Certified Public Accountants, based upon the
assertion of a deficiency by the Internal Revenue Service against
Employer or Employee which said Certified Public Accountants believe
has a high probability of success, determines that an Overpayment has
been made, any such Overpayment shall be treated for all purposes as a
loan to Employee which Employee shall repay to Employer together with
interest at the applicable Federal rate provided for in Section
7872(f)(2)(A) of the Code; provided, however, that no amount shall be
payable by Employee to Employer in and to the extent such payment
would not reduce the amount which is subject to taxation under Section
4999 of the Code. In the event that the Certified Public Accountants,
based upon controlling precedent, determine that an Underpayment has
occurred, any such Underpayment shall be promptly paid by Employer to
or for the benefit of Employee together with interest at the
applicable Federal rate provided for in Section 7872(f)(2)(A) of the
Code.

3.4 Continuing Obligations. The triggering of this Section 3 shall
not relieve Employee or Employer of their obligations pursuant to the
provisions of Section 4 hereof, which contains independent agreements
and obligations.

4. COVENANT TO PROTECT TRADE SECRETS.

4.1 The parties hereto recognize that the services performed and to
be performed by Employee are special and unique and that by reason of
this employment Employee has acquired and will continue to acquire
confidential information regarding the strategic plans, business
plans, trade secrets, policies, finances, customers and other business
affairs of Employer (collectively "Trade Secrets"). Employee hereby
agrees not to divulge such Trade Secrets to anyone, either during his
employment with Employer or for a period of three (3) years following
the termination of his employment. Employee further agrees that all
memoranda, notes, records, reports, letters, and other documents made,
compiled, received, held, or used by Employee while employed by
Employer concerning any phase of the business of Employer shall be
Employer's property and shall be delivered by Employee to Employer on
the termination of his employment, or at any earlier time on the
request of the Board of Directors.

4.2 Employee and Employer agree that in consideration of the payment
of the amounts payable to Employee hereunder, Employee specifically
covenants to comply with all of the restrictions and obligations
contained in this Section 4 except as otherwise specifically provided
for herein. Employee and Employer further agree that they have
discussed the restrictions and obligations contained in this Section 4
and stipulate that they are reasonable.

4.3 The agreement of Employee regarding the provisions contained in
this Section 4 shall be enforceable both at law and in equity, by
injunction and otherwise; and the rights and remedies of Employer
hereunder with respect thereto shall be cumulative and not alternative
and shall not be exhausted by any one or more uses thereof.

5. TERMINATION.
This Agreement is terminable as follows:

5.1 By Employer, upon the voluntary retirement or voluntary
resignation of Employee, or upon the death or permanent physical or
mental disability of Employee. (For purposes hereof, permanent
physical or mental disability shall be deemed to have occurred when
Employee has been unable, with reasonable accommodation, to perform
the essential functions of his job (i) for a period of six (6)
consecutive months or (ii) on 80% or more of the normal working days
during any nine (9) consecutive months.)

5.2 By Employer, effective immediately upon providing Employee with
notice of his dismissal, for "cause," which shall mean:

1 Employee's dishonesty, disloyalty, willful misconduct,
dereliction of duty or conviction of a felony or other crime the
subject matter of which is related to his duties for Employer;
2 Employee's commission of an act of fraud or bad faith upon
Employer;
3 Employee's willful misappropriation of any funds or property of
Employer; or
4 Employee's willful, continued and unreasonable failure to perform
his duties or obligations under this Agreement.

5.3 By Employer, upon ninety (90) days prior written notice to
Employee, not for cause (as defined in Section 5.2); provided,
however, this Agreement may not be terminated pursuant to this Section
5.3 at any time there is a pending or threatened Change of Control of
Employer.

6. SCOPE OF AGREEMENT: WAIVERS AND AMENDMENTS.
The scope of this Agreement is limited to the specific provisions set
forth herein and is not intended to encompass all the terms and conditions
of the relationship between Employee and Employer and any and all matters
related thereto. The effects of the termination of Employee's employment
under circumstances other than after a Change of Control and as
specifically set forth herein shall be subject to the policies of Employer
and any other written agreement between Employee and Employer. Neither this
Agreement nor any term or condition hereof, including without limitation,
the terms and conditions of this Section, may be waived or modified in
whole or in part as against Employer or Employee, as the case may be,
except by written instrument signed by an authorized officer of Employer
and by Employee, expressly stating that it is intended to operate as a
waiver or modification of this Agreement, and any such written waiver by
either party of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach hereof.

7. NOTICE.
Any notice hereunder shall be in writing and shall be deemed effective
five (5) days after it has been mailed, by certified mail, in the case of
Employer addressed to the address above written, or such other address as
Employee knows to be the then corporate office of Employer, to the
attention of the President of Employer and, in the case of Employee, to
Employee's address as contained in the personnel records of Employer.
Either party may from time to time, in writing by certified mail, designate
another address, which shall become his or its effective address for the
purposes of this Section 7.

8. SEVERABILITY.
If any term or provision of this Agreement or the application thereof
to any person, property or circumstance shall to any extent be invalid or
unenforceable, the remainder of this Agreement or the application of such
term or provision to persons, property or circumstances other than those as
to which it is invalid or unenforceable, shall not be effected thereby, and
each term provision of this Agreement shall be valid and enforced to the
fullest extent permitted by law.

9. NO RESTRICTIONS.
Employee hereby represents and warrants that he is not now and will
not be subject to any agreement, restriction, lien, encumbrance, or right,
title or interest in any one of the foregoing, limiting in any way the
scope of this Agreement or in any way inconsistent with this Agreement.

10. NO ASSIGNMENT: BINDING EFFECT.
This Agreement shall be binding upon and inure to the benefit of
Employer, its successors or assigns. Except as to the obligation of
Employee to render personal services which shall be non-assignable, this
Agreement shall be binding upon and inure to the heirs, executors,
administrators, and assigns of Employee.

11. ARBITRATION.
EXCEPT AS TO ANY ACTION BROUGHT TO ENFORCE THE PROVISIONS OF SECTION 4
ABOVE, ANY CONTROVERSY, DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THE
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT, AND THE INTERPRETATION OF THIS
AGREEMENT, AND ANY AND ALL CLAIMS INCLUDING ANY STATUTORY CLAIMS OF
DISCRIMINATION, SHALL BE RESOLVED BY BINDING ARBITRATION UNDER THE
EMPLOYMENT DISPUTE RESOLUTION RULES OF THE AMERICAN ARBITRATION ASSOCIATION
PROVISIONS OF THE FEDERAL UNIFORM ARBITRATION ACT.

The parties agree that arbitration shall be the exclusive forum to
resolve any and all claims between the parties, their agents and employees
regarding the termination of employment, or of this Agreement, including
any claims of discrimination under any state or federal statute, wrongful
discharge theory, or any other claim whether based on specific state or
federal statute or common law.
ANY CLAIM MADE UNDER THIS PROVISION MAY BE SUBMITTED IN WRITING WITHIN
60 DAYS AFTER THE TERMINATION OF EMPLOYMENT OR THIS AGREEMENT. THE WRITTEN
CLAIM MUST DETAIL THE FACTS WHICH SUPPORT THE CLAIM ALONG WITH ANY LEGAL
THEORIES OR STATUS UPON WHICH THE CLAIM IS BASED.
The parties agree to abide by any determination of the arbitrator as
to which party is to be responsible for the costs and attorneys' fees in
any such proceeding. It is agreed that the arbitrator shall be empowered to
hear all legal and equitable claims, including claims for discrimination.
The arbitrator shall be governed by the law applicable to any claims based
upon any state or federal statute, and will also be empowered to award any
remedies appropriate under any such statutes.
This provision shall survive the termination of Employee's employment
and this Agreement.

12. HEADINGS.
The captions and headings contained herein have been inserted for
convenience or reference only and shall not affect the meaning or
interpretation of this Agreement.

13. GOVERNING LAW AND CHOICE OF FORUM.
This Agreement shall be construed and enforced in accordance with the
laws of the State of California and shall be enforced in the State or
Federal Courts sitting in California.

----------------------------------
(Employee's name)

TRICO BANCSHARES
TRI COUNTIES BANK
By:
-------------------------------
Richard P. Smith, President and CEO

Exhibit 10.8

Employment Agreement between TriCo and Richard Smith dated April 20, 2004

AMENDED EMPLOYMENT AGREEMENT

This AMENDED EMPLOYMENT AGREEMENT ("Agreement") is entered into as of July
20, 2004 between TRICO BANCSHARES ("EMPLOYER"), having its principal place of
business at 63 Constitution Drive, Chico, California 95926 and Richard P. Smith
("Employee"), and replaces in its entirety the Employment Agreement dated April
10, 2001, between EMPLOYER and Employee.

WITNESSETH

WHEREAS, EMPLOYER desires to continue to employ Employee pursuant to the
terms of this Agreement and Employee is desirous of and wishes to continue in
such employment, on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:

1. EMPLOYMENT

EMPLOYER hereby employs Employee, and Employee hereby accepts appointment,
as President and Chief Executive Officer. Employee shall report to and be under
the supervision of the Board of Directors of EMPLOYER and Employee hereby agrees
to devote his full and exclusive time and attention to the business of EMPLOYER,
to faithfully perform the duties assigned to him by the Board of Directors
consistent with his office, and to conduct himself in such a way as shall best
serve the interests of EMPLOYER.

2. TERM OF AGREEMENT

Unless sooner terminated by EMPLOYER or the Employee pursuant to the
provisions of Sections 4 or 6 hereof, the employment provisions of this
Agreement shall terminate on the first (1st) anniversary of the date of this
Agreement. This Agreement shall automatically be extended for an additional year
on the first anniversary of this Agreement and each anniversary thereafter
unless a party notifies the other party to the contrary in writing 90 days prior
to an anniversary date; provided, however, this Agreement may not be terminated
pursuant to this Section 2 at any time there is a pending or threatened "Change
of Control" (as defined herein).

3. COMPENSATION

For and in consideration of the performance by the Employee of the
services, terms, conditions, covenants and promises herein recited, EMPLOYER
agrees and promises to pay to the Employee at the times and in the manner herein
stated, the following:

3.1 Salary. As the compensation for the services to be performed by the
Employee hereunder during the employment period, the Employee shall
receive, as gross salary before any withholding of whatever sort, the sum
of $410,000.00 per year, payable in the manner in which EMPLOYER's payroll
is customarily handled. Additionally, Employee will be eligible for such
annual increases in salary as EMPLOYER's Compensation Committee shall from
time to time decide.

3.2 Bonus/Incentive Plan. Employee shall participate in a bonus/incentive
plan to be agreed upon between Employee and EMPLOYER and approved by the
EMPLOYER's Compensation Committee.

3.3 Stock Options. Employee will be granted options annually to purchase
shares of TRICO BANCSHARES ("TRICO") common stock pursuant to and under the
terms of TRICO's stock option plans in amounts determined by EMPLOYER's
Compensation Committee.

3.4 Employee Benefits. In addition to the above, EMPLOYER shall provide
Employee with the following:

(a) participation for the Employee and his dependents, in any present or
future disability, health, dental or other insurance plan generally
available to all employees of EMPLOYER, such participation to be on
the same basis as such other executives/employees, except that the 90
day waiting period for inclusion shall be waived;

(b) participation for the Employee in any present or future employee
savings plans, including, but not limited to EMPLOYER's 401(k) Savings
Plan; Employee Stock Ownership Plan; Executive Deferred Compensation
Plan; and Supplemental Executive Retirement Plan;

(c) twenty (20) paid vacation days annually; and

(d) a car allowance of $1,000.00 per month and reimbursement of other
reasonable out-of-pocket expenses, including $0.30 per mile, incurred
by the Employee in the performance of the duties hereunder in
accordance with the policies of EMPLOYER.

4. EARLY TERMINATION OF EMPLOYMENT

4.1 Termination For Cause. EMPLOYER may at any time, in its sole
discretion, terminate the employment provisions of this Agreement for
"cause," effective immediately upon providing the Employee with notice of
his dismissal. The only occurrences which shall constitute "cause" within
the meaning of this paragraph shall be the following:

(a) Employee's dishonesty, disloyalty, willful misconduct, dereliction of
duty or conviction of a felony or other crime the subject matter of
which is related to his duties for EMPLOYER;

(b) the commission by the Employee of an act of fraud or bad faith upon
EMPLOYER;

(c) the willful misappropriation of any funds or property of EMPLOYER by
the Employee;

(d) the willful, continued and unreasonable failure by the Employee to
perform his duties or obligations under this Agreement; or

(e) the breach of any material provisions hereof or the engagement by the
Employee, without the prior written approval of EMPLOYER, in any
activity which would violate the provisions of Section 7 of this
Agreement.

4.2 Termination Without Cause. EMPLOYER may at any time upon 90 days'
written notice given to Employee, in its sole discretion, terminate the
employment provisions of this Agreement without "cause," which term is
defined in Section 4.1 hereof; provided, however, this Agreement may not be
terminated pursuant to this Section 4.2 at any time there is a pending or
threatened change of control of EMPLOYER.

4.3 Voluntary Termination. The employment provisions of this Agreement
shall also terminate upon:

(a) the death or permanent physical or mental disability of the Employee;

(b) the voluntary retirement of the Employee; or

(c) the voluntary resignation of the Employee.

For purposes hereof, permanent physical or mental disability shall be
deemed to have occurred when Employee has been unable, with reasonable
accommodation, to perform the essential functions of his job (i) for a
period of six (6) consecutive months or (ii) on 80% or more of the normal
working days during any nine (9) consecutive months.

5. RIGHTS UPON EARLY TERMINATION OF EMPLOYMENT

5.1 Termination Pursuant to Section 4.1 or 4.3. If Employee's employment
is terminated pursuant to paragraph 4.1 or 4.3 hereof, then EMPLOYER will
have no obligation to pay any amount to the Employee other than amounts
earned or accrued pursuant to the provisions of Section 3, but which have
not yet been paid as of the date of the termination of the Employee, and
the Employee shall have no further claims against EMPLOYER or its
subsidiaries with respect to this Agreement (except with respect to
payments due and payable under this paragraph 5.1).

5.2 Termination Pursuant to Section 4.2. If Employee's employment is
terminated pursuant to paragraph 4.2 hereof, then EMPLOYER shall pay to the
Employee all amounts earned or accrued pursuant to the provisions of
Section 3 hereof, but which have not yet been paid as of the date of the
termination of the Employee. In addition, EMPLOYER shall pay Employee a
prorated amount of Employee's minimum guaranteed annual bonus (as set forth
in Section 3.2) through the date of termination. In addition, EMPLOYER
shall pay through the then remaining term of this Agreement, the amount of
salary that would be payable pursuant to paragraph 3.1 if the Employee's
employment had not been terminated, at such times and in such amounts that
would have been paid if Employee's employment had not been terminated.

6. CHANGE OF CONTROL

6.1 Benefits. In the event of a Change of Control of EMPLOYER and in the
event that, within ninety days of the Change of Control, either: (i)
Employee's employment is terminated, or (ii) Employee gives written notice
that he is terminating his employment and invoking the provisions of this
Section 6, or (iii) a substantial and material adverse change occurs in
Employee's title, compensation and/or responsibilities, subject to the
provisions of paragraph 6.3, Employee shall be entitled to receive his
salary at the rate then in effect for a period of twenty -four (24) months
following the occurrence of the events set forth herein, as well as an
amount equal to 200% of the annual bonuses earned by the Employee for the
last complete calendar year or year of employment, whichever is greater,
paid in twenty-four equal monthly installments; provided, however, that the
present value of said payments shall not be more than two hundred
ninety-nine percent (299%) of Employee's compensation as defined by Section
280G of the Internal Revenue Code of 1954, as amended. EMPLOYER shall be
relieved of its obligation to make payments under this Section 6.1 if, at
the time it is to make such payment, it is insolvent, in conservatorship or
receivership, is in a troubled condition, is operating under a supervisory
agreement with any regulatory agency having jurisdiction, has been given a
financial soundness rating of "4" or "5", or is subject to a proceeding to
terminate or suspend federal deposit insurance.

6.2 Defined. For purposes of this Section 6, a "Change of Control" of
EMPLOYER shall occur:

(a) upon EMPLOYER's knowledge that any person (as such term is used in
Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended) is or becomes "the beneficial owner" (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of shares
representing 40% or more of the combined voting power of the then
outstanding securities of EMPLOYER or Tri Counties Bank; or

(b) upon the first purchase of the common stock of EMPLOYER pursuant to a
tender or exchange offer (other than a tender or exchange offer made
by EMPLOYER); or

(c) upon the approval by the stockholders of EMPLOYER of a merger or
consolidation (other than a merger of consolidation in which EMPLOYER
is the surviving corporation and which does not result in any
reclassification or reorganization of EMPLOYER's then outstanding
securities), a sale or disposition of all or substantially all of
EMPLOYER's assets, or a plan of liquidation or dissolution of
EMPLOYER; or

(d) if, during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of EMPLOYER
cease for any reason to constitute at least a majority thereof, unless
the election or nomination for the election by the stockholders of
EMPLOYER of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at
the beginning of the period.

6.3 Limitations. Anything in this Agreement to the contrary
notwithstanding, prior to the payment of any compensation or benefits
payable under Section 6.1 hereof, the certified public accountants of
EMPLOYER who served as accountants immediately prior to a Change of Control
(the "Certified Public Accountants") shall determine as promptly as
practical and in any event within 20 business days following a Change of
Control whether any payment or distribution by EMPLOYER to or for the
benefit of Employee (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement, any other agreements
or otherwise) (a "Payment") would more likely than not be nondeductible by
EMPLOYER for Federal income tax purposes because of section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and if it is, then
the aggregate present value of amounts payable or distributable to or for
the benefit of EMPLOYEE pursuant to this Agreement (such payments or
distributions pursuant to this Agreement are thereinafter referred to as
"Contract Payments") shall be reduced (but not below zero) to the Reduced
Amount. For purposes of this Section 6.3, the "Reduced Amount" shall be an
amount expressed in present value which maximizes the aggregate present
value of Contract Payments without causing any payment to be nondeductible
by EMPLOYER because of said Section 280G of the Code.

If under this Section the Certified Public Accountants determine that
any payment would more likely than not be nondeductible by EMPLOYER because
of Section 280G of the Code, EMPLOYER shall promptly give Employee notice
to that effect and a copy of the detailed calculation thereof and of the
Reduced Amount, and the Employee may then elect, in his sole discretion,
which and how much of the Contract Payments or any other payments shall be
eliminated or reduced (as long as after such election the aggregate present
value of the Contract Payments or any other payments equals the Reduced
Amount), and shall advise the EMPLOYER in writing of his election within 20
business days of his receipt of notice. If no such election is made by
Employee within such 20-day period, EMPLOYER may elect which and how much
of the Contract Payments or any other payments shall be eliminated or
reduced (as long as after such election the aggregate present value of the
Contract Payments equals the Reduced Amount) and shall notify Employee
promptly of such election. For purposes of this Section 6.3, present value
shall be determined in accordance with Section 280G(d)(4) of the Code. All
determinations made by the Certified Public Accountants shall be binding
upon EMPLOYER and Employee and the payment to Employee shall be made within
20 days of a Change of Control. EMPLOYER may suspend for a period of up to
30 days after a Change of Control the Payment and any other payments or
benefits due to Employee until the Certified Public Accountants finish the
determination and Employee (or EMPLOYER, as the case may be) elects how to
reduce the Contract Payments or any other payments, if necessary. As
promptly as practicable following such determination and the elections
hereunder, EMPLOYER shall pay to or distribute to or for the benefit of
Employee such amounts as are then due to Employee under this Agreement.

As a result of the uncertainty in the application of Section 280G of
the Code, it is possible that Contract Payments may have been made by
EMPLOYER which should not have been made ("Overpayment"), in each case,
consistent with the calculation of the Reduced Amount hereunder. In the
event that the Certified Public Accountants, based upon the assertion of a
deficiency by the Internal Revenue Service against EMPLOYER or Employee
which said Certified Public Accountants believe has a high probability of
success, determines that an Overpayment has been made, any such Overpayment
shall be treated for all purposes as a loan to Employee which Employee
shall repay to EMPLOYER together with interest at the applicable Federal
rate provided for in Section 7872(f)(2)(A) of the Code; provided, however,
that no amount shall be payable by Employee to EMPLOYER in and to the
extent such payment would not reduce the amount which is subject to
taxation under Section 4999 of the Code. In the event that the Certified
Public Accountants, based upon controlling precedent, determine that an
Underpayment has occurred, any such Underpayment shall be promptly paid by
EMPLOYER to or for the benefit of Employee together with interest at the
applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

6.4 Continuing Obligations. The triggering of this Section 6 shall not
relieve Employee or EMPLOYER of their obligations pursuant to the
provisions of Section 7 hereof, which contains independent agreements and
obligations.

7. COVENANTS

7.1 Non-disturbance with Employees. Employee hereby agrees that (a) during
the term of his employment with EMPLOYER and for a period of twelve (12)
months following the termination of his employment, he will not directly or
indirectly solicit, cause any other person to solicit or assist any other
person with soliciting, the employment of any person who is, at the time of
such solicitation, or who was within 30 days of such solicitation, an
employee of EMPLOYER or its subsidiaries or employees. Employment for
purposes of this Section shall include consulting, performing services for
commissions or otherwise performing services for cash or other
compensation.

7.2 Confidential Information. The parties hereto recognize that the
services performed and to be performed by Employee are special and unique
and that by reason of this employment Employee has acquired and will
continue to acquire information regarding the strategic plans, business
plans, policies, finances and customers and trade secrets of EMPLOYER
("Confidential Information"). Employee hereby agrees not to divulge such
Confidential Information to anyone, either during his employment with
EMPLOYER or for a period of three (3) years following the termination of
his employment. Employee further agrees that all memoranda, notes, records,
reports, letters, and other documents made, compiled, received, held, or
used by Employee while employed by EMPLOYER concerning any phase of the
business of EMPLOYER shall be EMPLOYER's property and shall be delivered by
Employee to EMPLOYER on the termination of his employment, or at any
earlier time on the request of the Board of Directors.

7.3 Non-use of Confidential Information. Employee hereby agrees that (a)
during the term of his employment with EMPLOYER; and (b) for a period of
one year following the termination of his employment, he will not use any
Confidential Information, and especially information concerning EMPLOYER's
customers to directly or indirectly solicit, cause any other person to
solicit or assist any other person with soliciting any customer, depositor
or borrower of EMPLOYER or its subsidiaries or affiliates to become a
customer, depositor or borrower of another bank, savings and loan, or
financial institution.

7.4 Enforcement. The agreement of Employee regarding the provisions
contained in this Section 7 shall be enforceable both at law and in equity,
by injunction and otherwise; and the rights and remedies of EMPLOYER
hereunder with respect thereto shall be cumulative and not alternative and
shall not be exhausted by any one or more uses thereof.

8. ENTIRE AGREEMENT: WAIVERS AND AMENDMENTS

This Agreement sets forth the entire agreement between the parties
with respect to the terms and conditions of the relationship between
Employee and EMPLOYER and any and all matters related thereto, and any and
all prior agreements with respect to any thereof, whether oral or written,
are superseded hereby. Neither this Agreement nor any term or condition
hereof, including without limitation, the terms and conditions of this
Section, may be waived or modified in whole or in part as against EMPLOYER
or Employee, as the case may be, except by written instrument signed by an
authorized officer of EMPLOYER and by Employee, expressly stating that it
is intended to operate as a waiver or modification of this Agreement, and
any such written waiver by either party of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any
subsequent breach hereof.

9. NOTICE

Any notices, consents or other communication required to be sent or
given hereunder by any of the parties shall in every case be in writing and
shall be deemed properly served if (a) delivered personally, (b) sent by
registered or certified mail, in all such cases with first class postage
prepaid, return receipt requested, or (c) delivered by a recognized
overnight courier service, if to EMPLOYER at the address of its main office
to the attention of its President and, if to Employee, at his last address
on the personnel records of EMPLOYER or at such other addresses as may be
furnished by a party in writing according to the provisions of this Section
9, except that either party may from time to time, in writing by certified
mail, designate another address which shall thereupon become his or its
effective address for the purposes of this Section 9.

10. SEVERABILITY

If any term or provision of this Agreement or the application thereof
to any person, property or circumstance shall to any extent be invalid or
unenforceable, the remainder of this Agreement or the application of such
term or provision to persons, property or circumstances other than those as
to which it is invalid or unenforceable, shall not be effected thereby, and
each term provision of this Agreement shall be valid and enforced to the
fullest extent permitted by law.

11. NO RESTRICTIONS

Employee hereby represents and warrants that he is not now and will
not be subject to any agreement, restriction, lien, encumbrance, or right,
title or interest in any one of the foregoing, limiting in any way the
scope of this Agreement or in any way inconsistent with this Agreement.

12. NO ASSIGNMENT: BINDING EFFECT

This Agreement shall be binding upon and inure to the benefit of
EMPLOYER, its successors or assigns. Except as to the obligation of
Employee to render personal services which shall be non-assignable, this
Agreement shall be binding upon and inure to the heirs, executors,
administrators, and assigns of Employee.

13. ARBITRATION

EXCEPT AS TO ANY ACTION BROUGHT TO ENFORCE THE PROVISIONS OF SECTION 7
ABOVE, ANY CONTROVERSY, DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THE
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT, AND THE INTERPRETATION OF THIS
AGREEMENT, AND ANY AND ALL CLAIMS INCLUDING ANY STATUTORY CLAIMS OF
DISCRIMINATION, SHALL BE RESOLVED BY BINDING ARBITRATION UNDER THE
EMPLOYMENT DISPUTE RESOLUTION RULES OF THE AMERICAN ARBITRATION ASSOCIATION
PROVISIONS OF THE FEDERAL UNIFORM ARBITRATION ACT.

The parties agree that arbitration shall be the exclusive forum to
resolve any and all claims between the parties, their agents and employees
regarding the termination of employment, or of this Agreement, including
any claims of discrimination under any state or federal statute, wrongful
discharge theory, or any other claim whether based on specific state or
federal statute or common law.

ANY CLAIM MADE UNDER THIS PROVISION MAY BE SUBMITTED IN WRITING WITHIN
60 DAYS AFTER THE TERMINATION OF EMPLOYMENT OR THIS AGREEMENT. THE WRITTEN
CLAIM MUST DETAIL THE FACTS WHICH SUPPORT THE CLAIM ALONG WITH ANY LEGAL
THEORIES OR STATUS UPON WHICH THE CLAIM IS BASED.

The parties agree to abide by any determination of the arbitrator as
to which party is to be responsible for the costs and attorneys' fees in
any such proceeding. It is agreed that the arbitrator shall be empowered to
hear all legal and equitable claims, including claims for discrimination.
The arbitrator shall be governed by the law applicable to any claims based
upon any state or federal statute, and will also be empowered to award any
remedies appropriate under any such statues.

This provision shall survive the termination of Employee's employment
and this Agreement.

14. HEADINGS

The captions and headings contained herein have been inserted for
convenience or reference only and shall not affect the meaning or
interpretation of this Agreement.

15. GOVERNING LAW AND CHOICE OF FORUM

This Agreement shall be construed and enforced in accordance with the
laws of the State of California and shall be enforced in the State or
Federal Courts sitting in California.

EMPLOYEE

----------------------------------
Richard P. Smith

ATTEST:

- ---------------------------------------
Thomas J. Reddish, Vice President & CFO

TRICO BANCSHARES

By:
-------------------------------
William J. Casey
Chairman of the Board

ATTEST:

- ---------------------------------------
Thomas J. Reddish, Vice President & CFO

Exhibit 10.9

Tri Counties Bank Executive Deferred Compensation Plan dated September 1, 1987,
as restated April 1, 1992, and amended and restated January 1, 2004

TRI COUNTIES BANK

EXECUTIVE DEFERRED COMPENSATION PLAN

EFFECTIVE SEPTEMBER 1, 1987
AND
RESTATED APRIL 1, 1992
AND
JANUARY 1, 2004

Amended and Restated as of January 1, 2004

Restated as of April 1, 1992

Effective September 1, 1987

TABLE OF CONTENTS
PAGE
ARTICLE I--PURPOSE 5
ARTICLE II--DEFINITIONS 5
2.1 Actuarial Equivalent 5
2.2 Account 5
2.3 Beneficiary 5
2.4 Board 5
2.5 Change in Control 6
2.6 Committee 6
2.7 Compensation 6
2.8 Deferral Commitment 6
2.9 Deferral Period 6
2.10 Determination Date 7
2.11 Disability 7
2.12 Distribution Election 7
2.13 Elective Deferred Compensation 7
2.14 Employer 7
2.15 Financial Hardship 7
2.16 Interest Rate 7
2.17 Participant 7
2.18 Plan Benefit 7
2.19 Qualified Plans 8

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS 8
3.1 Eligibility and Participation 8
3.2 Form of Deferral; Minimum Deferral 8
3.3 Limitation on Deferral 8
3.4 Modification of Deferral Commitment 9
3.5 Change in Employment Status 9
3.6 Involuntary Termination 9

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT 9
4.1 Accounts 9
4.2 Elective Deferred Compensation 9
4.3 Employer Discretionary Contributions 10
4.4 Qualified Plan Make-Up Credit 10
4.5 Interest 10
4.6 Determination of Accounts 10
4.7 Vesting of Accounts 10
4.8 Disability 10
4.9 Statement of Accounts 11

-2-

TABLE OF CONTENTS
PAGE

ARTICLE V--PLAN BENEFITS 11
5.1 Plan Benefit 11
5.2 Death Benefit 11
5.3 Hardship Distributions 11
5.4 Accelerated Distribution 11
5.5 Form of Benefit Payment 11
5.6 Withholding; Payroll Taxes 12
5.7 Commencement of Payments 12
5.8 Payment to Guardian 12

ARTICLE VI--BENEFICIARY DESIGNATION 12
6.1 Beneficiary Designation 12
6.2 Amendments 12
6.3 No Beneficiary Designation 12
6.4 Effect of Payment 13

ARTICLE VII--ADMINISTRATION 13
7.1 Committee; Duties 13
7.2 Agents 13
7.3 Binding Effect of Decisions 13
7.4 Indemnity of Committee 13

ARTICLE VIII--CLAIMS PROCEDURE 13
8.1 Claim 13
8.2 Denial of Claim 13
8.3 Review of Claim 14
8.4 Final Decision 14

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN 14
9.1 Amendment 14
9.2 Employer's Right to Terminate 14

ARTICLE X--MISCELLANEOUS 15
10.1 Unfunded Plan 15
10.2 Unsecured General Creditor 15
10.3 Trust Fund 15
10.4 Nonassignability 15
10.5 Not a Contract of Employment 16
10.6 Protective Provisions 16
10.7 Terms 16
10.8 Captions 16
10.9 Governing Law 16
10.10 Validity 16

-3-

TABLE OF CONTENTS
PAGE

10.11 Notice 16
10.12 Successors 17

EXHIBIT 1: Deferral Commitment Agreement 18
EXHIBIT 2: Distribution Election 19
EXHIBIT 3: Beneficiary Designation 20

-4-

TRI COUNTIES BANK

EXECUTIVE DEFERRED COMPENSATION PLAN

RESTATED APRIL 1, 1992 AND JANUARY 1, 2004

This restatement of the Tri Counties Bank Executive Deferred Compensation Plan,
effective January 1, 2004 applies only to those Participants in the Plan who are
actively employed by the TriCo Bancshares or its affiliates or subsidiaries as
of this date. Any retired Participant in this Plan will continue to receive
benefits pursuant to the terms of the Plan as restated on April 1, 1992.

ARTICLE I--PURPOSE

The purpose of this Executive Deferred Compensation Plan (the "Plan") is to
provide current tax planning opportunities as well as supplemental funds for
retirement or death for selected employees of TriCo Bancshares ("Bank") and
subsidiaries or affiliates thereof. It is intended that the Plan will aid in
retaining and attracting employees of exceptional ability by providing them with
these benefits. This Plan will be effective as of September 1, 1987.

ARTICLE II--DEFINITIONS

For the purposes of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

2.1 Actuarial Equivalent

"Actuarial Equivalent" means equivalence in value between two (2) or more
forms and/or times of payment based on a determination by an actuary chosen by
the Bank, using sound actuarial assumptions at the time of such determination.

2.2 Account

"Account" means the Account as maintained by the Employer in accordance
with Article IV with respect to any deferral of Compensation pursuant to this
Plan. A Participant's Account shall be utilized solely as a device for the
determination and measurement of the amounts to be paid to the Participant
pursuant to the Plan. A Participant's Account shall not constitute or be treated
as a trust fund of any kind.

2.3 Beneficiary

"Beneficiary" means the person, person or entity entitled under Article VI
to receive any Plan benefits payable after a Participant's death.

2.4 Board

"Board" means the Board of Directors of the Employer.

-5-

2.5 Change in Control

A "Change in Control" shall occur:

(a) Upon TriCo Bancshares' knowledge that any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended) is or becomes "the beneficial owner" (as defined in Rule 13(d)(3)
of the Exchange Act), directly or indirectly, of TriCo Bancshares' shares
representing forty percent (40%) or more of the combined voting power of
the then outstanding securities; or

(b) Upon the first purchase of the Common Stock of TriCo Bancshares
pursuant to a tender or exchange offer (other than a tender or exchange
offer made by TriCo Bancshares); or

(c) Upon the approval by the stockholders of TriCo Bancshares of a merger
or consolidation (other than a merger or consolidation in which TriCo
Bancshares is the surviving corporation and which does not result in any
reclassification or reorganization of TriCo Bancshares' then outstanding
securities), a sale or disposition of all or substantially all of TriCo
Bancshares' assets or a plan of liquidation or dissolution of TriCo
Bancshares; or

(d) If, during any period of two (2) consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of TriCo
Bancshares cease for any reason to constitute at least a majority thereof,
unless the election or nomination for the election by the stockholders of
TriCo Bancshares of each new director was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who were directors
at the beginning of the period.

2.6 Committee

"Committee means the Compensation and benefits Committee of the Board of
Directors of TriCo Bancshares.

2.7 Compensation

"Compensation" means the salary and bonuses payable to Participant during
the calendar year and considered to be "wages" for purposes of federal income
tax withholding, before reduction for amounts deferred under this Plan.
Compensation does not include expense reimbursements, any form of noncash
compensation or benefits.

2.8 Deferral Commitment

"Deferral Commitment" means an election to defer Compensation made by a
Participant pursuant to Article III and for which a separate Deferral Commitment
Agreement has been submitted by the Participant to the Committee.

2.9 Deferral Period

"Deferral Period" means the period over which a Participant has elected to
defer a portion of his Compensation. Each calendar year shall be a separate
Deferral Period, provided that the Deferral Period may be modified pursuant to
paragraph 3.4 or 3.5.

-6-

2.10 Determination Date

"Determination Date" means the last day of each calendar month.

2.11 Disability

"Disability" means a physical or mental condition which, in the opinion of
the Committee, permanently prevents an employee from satisfactorily performing
employee's usual duties for Employer. The Committee's decision as to Disability
will be based upon medical reports and/or other evidence satisfactory to the
Committee. In no event shall a Disability be deemed to occur or to continue
after a Participant's Normal Retirement Date.

2.12 Distribution Election

The term "Distribution Election" shall mean the form of distribution of the
Account selected by the Participant on most recent Distribution Election
provided such Distribution Election has been made at least one full calendar
year prior to the date of the Participant's first Plan Distribution.

2.13 Elective Deferred Compensation

The amount of Compensation that a Participant elects to defer pursuant to a
Deferral Commitment.

2.14 Employer

"Employer" means TriCo Bancshares, Tri Counties Bank, and any affiliated or
subsidiary corporation designated by the Board of TriCo Bancshares or any
successors to the business thereof.

2.15 Financial Hardship

"Financial Hardship" means an immediate and heavy financial need of the
Participant, determined by the Committee on the basis of information supplied by
the Participant in accordance with the standards set forth in the applicable
treasury regulations promulgated under Section 401(k) of the Internal Revenue
Code, or such other standards as are, from time to time, established by the
Committee.

2.16 Interest Rate

"Interest Rate" means, with respect to any calendar month, the monthly
equivalent of three (3) percentage points greater than the annual yield of the
Moody's Average Corporate Bond Yield Index for the preceding calendar month as
published by Moody's Investor Service, Inc. (or any successor thereto) or, if
such index is no longer published, a substantially similar index selected by the
Board.

2.17 Participant

"Participant" means any individual who is participating or has participated
in this Plan as provided in Article III.

2.18 Plan Benefit

"Plan Benefit" means the benefit payable to a Participant as calculated in
Article V.

-7-

2.19 Qualified Plans

"Qualified Plans" means the TriCo Bancshares Employee Stock Option Plan
and/or the Profit Sharing Plan of the Tri Counties Bank and/or any successor of
either Plan.

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1 Eligibility and Participation

(a) Eligibility. Eligibility to participate in the Plan shall be limited
to those key employees of the Employer who are designated, from time to
time, by the Board of TriCo Bancshares and who have not made prior
deferrals to the Plan in excess of $250,000.

(b) Participation. An eligible employee may elect to participate in the
Plan with respect to any Deferral Period by submitting a Deferral
Commitment Agreement to the Committee by December 1 of the calendar year
immediately preceding the Deferral Period.

(c) Part-Year Participation. In the event that an employee first becomes
eligible to participate during a Deferral Period, a Deferral Commitment
Agreement must be submitted to the Committee no later than thirty (30) days
following notification of the employee of eligibility to participate, and
such Deferral Commitment Agreement shall be effective only with regard to
Compensation earned or payable following the submission of the Deferral
Commitment Agreement to the Committee.

3.2 Form of Deferral; Minimum Deferral

(a) Deferral Commitment. A Participant may elect in the Deferral
Commitment Agreement to defer any portion of his Compensation for the
calendar year following the calendar year in which the Deferral Commitment
Agreement is submitted. The amount to be deferred shall be stated and must
not be less than two thousand four hundred dollars ($2,400) during the
Deferral Period.

(b) Participants Entering After January 1. In the event an employee enters
this Plan at any time other than January 1 of any calendar year, he or she
must defer at least two hundred dollars ($200) times the number of months
remaining in the Deferral Period.

3.3 Limitation on Deferral

A Participant may defer up to one hundred percent (100%) of the
Participant's Compensation subject to a limitation of two hundred fifty thousand
dollars ($250,000) in cumulative deferred compensation. However, the Committee
may impose a different maximum deferral amount or increase the minimum deferral
amount under paragraph 3.2 from time to time by giving written notice to all
Participants, provided, however, that no such changes may affect a Deferral
Commitment made prior to the Committee's action.

-8-

3.4 Modification of Deferral Commitment

Deferral Commitment shall be irrevocable except that the Committee may
permit a Participant to reduce the amount to be deferred, or waive the remainder
of the Deferral Commitment upon a finding that the Participant has suffered a
Financial Hardship.

3.5 Change in Employment Status

If the Board determines that a Participant's employment performance is no
longer at a level that deserves reward through participation in this Plan, but
does not terminate the Participant's employment with the Employer, no Deferral
Commitments may be made by such Participant after the date designated by the
Board of TriCo Bancshares.

3.6 Involuntary Termination

If a Participant is terminated for any reason identified in (a) (b) (c) or (d)
below, the Participant shall be paid all contributions made to the Plan by the
Participant. The Plan Administrator shall retain the sole discretion to
determine whether the interest on such contributions will be forfeited.

(a) Gross negligence or gross neglect

(b) The commission of a felony, misdemeanor, or any other act involving
moral turpitude, fraud, or dishonesty which has a material adverse
impact on the Bank.

(c) The willful and intentional disclosure, without authority, of any
secret or confidential information concerning the Bank which has a
material adverse impact on the Bank.

(d) The willful and intentional violation of the rules or regulations of
any regulatory agency or government authority having jurisdiction over
the Bank, which has a material adverse impact on the Bank

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1 Accounts

For record keeping purposes only, an Account shall be maintained for each
Participant. Separate subaccounts shall be maintained to the extent necessary to
properly reflect the Participant's total vested Account balance. The initial
Account balance shall be equal to the Account balance as of September 1, 1987,
of any prior or preexisting Deferral arrangement. The Committee shall inform the
Participant in writing of such arrangement's account balance as of September 1,
1987.

4.2 Elective Deferred Compensation

A Participant's Elective Deferred Compensation shall be credited to the
Participant's Account as the corresponding nondeferred portion of the
Compensation becomes or would have become payable. Any withholding of taxes or
other amounts with respect to deferred Compensation that is required by state,
federal or local law shall be withheld from the Participant's nondeferred
Compensation to the maximum extent possible with any excess being withheld from
the Participant's Account.

-9-

4.3 Employer Discretionary Contributions

Employer may make Discretionary Contributions to Participants' Accounts.
Discretionary Contributions shall be credited at such times and in such amounts
as the Board in its sole discretion shall determine. The amount of the
Discretionary Contributions shall be evidenced in a special Deferral Commitment
Agreement approved by the Board.

4.4 Qualified Plan Make-Up Credit

The Employer shall credit to each Participant's Account on the last day of
each year the difference between:

(a) The amount which would have been contributed to the Qualified Plans if
no deferrals had been made under this Plan; and

(b) The amounts actually contributed to the Qualified Plans for such
Participant.

4.5 Interest

Beginning September 1, 1987, the Accounts shall be credited monthly with
interest earned based on the Interest Rate specified in Section 2.16. Interest
earned shall be calculated as of each Determination Date based upon the average
daily balance of the Account since the preceding Determination Date and shall be
credited to the Participant's Account at that time.

4.6 Determination of Accounts

Each Participant's Account as of each Determination Date shall consist of
the balance of the Participant's Account as of the immediately preceding
Determination Date, plus the Participant's Elective Deferred Compensation
credited, any Employer Discretionary Contributions and Qualified Plan Make-Up
Credits and any interest earned, minus the amount of any distributions made
since the immediately preceding Determination Date.

4.7 Vesting of Accounts

Each Participant shall be vested in the amounts credited to such
Participant's Account and earnings thereon as follows:

(a) Amounts Deferred. A Participant shall be one hundred percent (100%)
vested at all times in the amount of Compensation elected to be deferred
under this Plan and Interest thereon, except as provided for in Section
3.7.

(b) Employer Discretionary Contributions. Employer Discretionary
Contributions and Interest thereon shall be vested as set forth in the
special Deferral Commitment, except as provided for in Section 3.7.

(c) Qualified Plan Make-Up Credits. Qualified Plan Make-Up Credits and
Interest thereon shall be vested to the same extent that amounts received
from the underlying qualified plan are vested except as provided for in
Section 3.7.

4.8 Disability

If a Participant suffers a Disability during a Deferral Period, the
Employer will contribute all scheduled deferrals to the Participant's Account
for the remainder of the Deferral Period.

-10-

4.9 Statement of Accounts

The Committee shall submit to each Participant, within thirty (30) days
after the close of each calendar year and at such other time as determined by
the Committee, a statement setting forth the balance to the credit of the
Account maintained for a Participant.

ARTICLE V--PLAN BENEFITS

5.1 Plan Benefit

If a Participant terminates employment for any reason other than death, the
Employer shall pay a Plan Benefit equal to the Participant's Account, as
determined in accordance with Article V.

5.2 Death Benefit

Upon the death of a Participant, the Employer shall pay to the
Participant's Beneficiary an amount determined as follows:

(a) If the Participant dies after termination of employment with the
Employer, the remaining unpaid balance of the Participant's Account, shall
be paid in the same form that payments were being made prior to the
Participant's death.

(b) If the Participant dies prior to termination of employment with the
Employer, the amount payable shall be the Participant's Account balance.

5.3 Hardship Distributions

Upon a finding that a Participant has suffered a Financial Hardship, the
Committee may, in its sole discretion, make distributions from the Participant's
Account prior to the time specified for payment of benefits under the Plan. The
amount of such distribution shall be limited to the amount reasonably necessary
to meet the Participant's requirements during the Financial Hardship.

5.4 Accelerated Distribution

Notwithstanding any other provision of the Plan, at any time after a Change
in Control or at any time following termination of Employment, a Participant
shall be entitled to receive, upon written request to the Committee, a lump sum
distribution equal to ninety percent (90%) of the vested Account balance as of
the Determination Date immediately preceding the date on which the Committee
receives the written request. The remaining balance shall be forfeited by the
Participant. The amount payable under this section shall be paid in a lump sum
within sixty-five (65) days following the receipt of the notice by the Committee
from the Participant.

5.5 Form of Benefit Payment

All Plan Benefits other than Hardship Withdrawals or Plan Benefits
attributable to Deferral Commitments after September 1, 1987, shall be paid in
the form of the Basic Benefit provided below, unless the Committee, in its sole
discretion, selects an alternative form. Any form requested by the Participant
or a Beneficiary shall be considered by the Committee, but shall not be binding.
Plan Benefits with respect to Deferral Periods before September 1, 1987, shall
be paid in the form selected by the Participant in the Deferral Commitment
submitted for such Deferral Periods. The basic and alternative methods of
payment are as follows:

-11-

(a) A single sum amount which is equal to the Account balance payable no
later than December 31, 2008 as specified on the Distribution Election.

(b) A partial distribution which is equal to the amount specified on the
Distribution Election with the balance transferred to the 2004 TriCo
Bancshares Deferred Compensation Plan. (c) Transfer of the Account in whole
to the 2004 TriCo Bancshares Deferred Compensation Plan.

5.6 Withholding; Payroll Taxes

The Employer shall withhold from payments made hereunder any taxes required
to be withheld from such payments under federal, state or local law. However, a
Beneficiary may elect not to have withholding for federal income tax pursuant to
Section 3405(a)(2) of Internal Revenue Code, or any successor provision thereto.

5.7 Commencement of Payments

Payment shall commence on the day selected by the Participant in the
Deferral Commitment, at the discretion of the Committee, but not later than
sixty (60) days after the end of the month in which the Participant terminates
employment with the Employer, or service on the Board. All payments shall be
made as of the first day of the month.

5.8 Payment to Guardian

If a Plan benefit is payable to a minor or a person declared incompetent or
to a person incapable of handling the disposition of his property, the Committee
may direct payment of such Plan Benefit to the guardian, legal representative or
person having the care and custody of such minor, incompetent or person. The
Committee may require proof of incompetency, minority, incapacity or
guardianship as it may deem appropriate prior to distribution of the Plan
benefit. Such distribution shall completely discharge the Committee from all
liability with respect to the benefit.

ARTICLE VI--BENEFICIARY DESIGNATION

6.1 Beneficiary Designation

Each Participant shall have the right, at any time, to designate any person
or persons as his Beneficiary or Beneficiaries (both primary as well as
secondary) to whom benefits under this Plan shall be paid in the event of
Participant's death prior to complete distribution of the benefits due under the
Plan. Each beneficiary designation shall be in written form prescribed by the
Committee and will be effective only when filed with the Committee during the
Participant's lifetime.

6.2 Amendments

Any Beneficiary designation may be changed by a Participant without the
consent of any designated Beneficiary by the filing of a new Beneficiary
Designation with the Committee. The filing of a new Beneficiary Designation form
will cancel all Beneficiary Designations previously filed. If a Participant's
Compensation is community property, any Beneficiary designation shall be valid
or effective only as permitted under applicable law.

6.3 No Beneficiary Designation

In the absence of an effective Beneficiary designation, or if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Participant's designated
Beneficiary shall be deemed to be the Participant's estate.

-12-

6.4 Effect of Payment

The payment to the deemed Beneficiary shall completely discharge Employer's
obligations under this Plan.

ARTICLE VII--ADMINISTRATION

7.1 Committee; Duties

This Plan shall be administered by the Committee, which shall consist of
not less than three (3) persons appointed by the Chairman of the Board. Any
member of the Committee may be removed at any time by the Board. Any member may
resign by delivering his written resignation to the Board. Upon the existence of
any vacancy, the Board may appoint a successor. The Committee shall have the
authority to make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and decide or resolve any and
all questions including interpretations of this Plan, as may arise in connection
with the Plan. A majority of the members of the Committee shall constitute a
quorum for the transaction of business. A majority vote of the Committee members
constituting a quorum shall control any decision. Members of the Committee may
be Participants under this Plan.

7.2 Agents

The Committee may, from time to time, employ other agents and delegate to
them such administrative duties as it sees fit, and may from time to time
consult with counsel who may be counsel to the Employer.

7.3 Binding Effect of Decisions

The decision or action of the Committee in respect of any question arising
out of or in connection with the administration, interpretation, and application
of the Plan and the rules and regulations promulgated hereunder shall be final
and conclusive and binding upon all persons having any interest in the Plan.

7.4 Indemnity of Committee

The Employer shall indemnify and hold harmless the members of the Committee
against any and all claims, loss, damage, expense, or liability arising from any
action or failure to act with respect to this Plan, except in the case of gross
negligence or willful misconduct.

ARTICLE VIII - CLAIMS PROCEDURE

8.1 Claim

Any person claiming a benefit, requesting an interpretation or ruling under
the Plan, or requesting information under the Plan shall present the request in
writing to the Committee, which shall respond in writing within thirty (30)
days.

8.2 Denial of Claim

If the claim or request is denied, the written notice of denial shall
state:

(a) The reasons for denial, with specific reference to the Plan provisions
on which the denial is based.

(b) A description of any additional material or information required and
an explanation of why it is necessary.

(c) An explanation of the Plan's claim review procedure.

-13-

8.3 Review of Claim

Any person whose claim or request is denied or who has not received a
response within thirty (30) days may request review by notice given in writing
to the Committee. The claim or request shall be reviewed by the Committee who
may, but shall not be required to, grant the claimant a hearing. On review, the
claimant may have representation, examine pertinent documents, and submit issues
and comments in writing.

8.4 Final Decision

The decision on review shall normally be made within sixty (60) days. If an
extension of time is required for a hearing or other specified circumstances,
the claimant shall be notified and the time limit shall be one hundred twenty
(120) days. The decision shall be in writing and shall state the reasons and the
relevant plan provisions. All decisions on review shall be final and bind all
parties concerned.

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN

9.1 Amendment

The Board may at any time amend the Plan in whole or in part, provided,
however, that no amendment shall be effective to decrease or restrict the amount
accrued to the date of Amendment in any Account or to change the Interest Rate
credited to amounts already held in an Account under the Plan. Upon a change in
the Interest Rate, thirty (30) days' advance written notice shall be given to
each Participant and any deferral after the effective date of the change shall
be held in a separate Account which shall be credited with the new Interest
Rate.

9.2 Employer's Right to Terminate

The Board may at any time partially or completely terminate the Plan if, in
its judgment, the tax, accounting, or other effects of the continuance of the
Plan, or potential payments thereunder would not be in the best interests of the
Employer.

(a) Partial Termination. The Board may partially terminate the Plan by
instructing the Committee not to accept any additional Deferral
Commitments. In the event of such a Partial Termination, the Plan shall
continue to operate and be effective with regard to Deferral Commitments
entered into prior to the effective date of such Partial Termination.

(b) Complete Termination. The Board may completely terminate the Plan by
instructing the Committee not to accept any additional Deferral
Commitments, and by terminating all ongoing Deferral Commitments. In the
event of Complete Termination, the Plan shall cease to operate and the
Employer shall pay out to each Participant their Account as if that
Participant had terminated service as of the effective date of the Complete
Termination. Payments shall be made in equal annual installments over the
period listed below, based on the Account balance:

Appropriate Account Balance Payout Period
Less than $10,000 1 Year
$10,000 but less than $50,000 3 Years
More than $50,000 5 Years

Interest earned on the unpaid balance in each Participant's Account shall
be the interest Rate in effect on the Determination Date immediately preceding
the effective date of the Complete Termination.

-14-

ARTICLE X--MISCELLANEOUS

10.1 Unfunded Plan

This Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of "management or
highly-compensated employees" within the meaning of Sections 201, 301 and 401 of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
therefore to be exempt from the provisions of Parts 2, 3, and 4 of Title I of
ERISA. Accordingly, the Plan shall terminate and no further benefits shall
accrue hereunder in the event it is determined by a court of competent
jurisdiction or by an opinion of counsel that the Plan constitutes an employee
pension benefit plan within the meaning of Section 3(2) of ERISA which is not so
exempt. In the event of a termination under this Section 10.1, all ongoing
Deferral Commitments shall terminate, no additional Deferral Commitments will be
accepted by the Committee, and the amount of each Participant's vested Account
balance shall be distributed to such Participant at such time and in such manner
as the Committee, in its sole discretion, determines.

10.2 Unsecured General Creditor

In the event of Employer's insolvency, Participants and their
Beneficiaries, heirs, successors, and assigns shall have no legal or equitable
rights, interest or claims in any property or assets of Employer, nor shall they
be Beneficiaries of, or have any rights, claims or interests in any life
insurance policies, annuity contracts or the proceeds therefrom owned or which
may be acquired by Employer. In that event, any and all of Employer's assets and
policies shall be, and remain, the general, un-pledged, unrestricted assets of
Employer. Employer's obligation under the Plan shall be that of an unfunded and
unsecured promise of Employer to pay money in the future.

10.3 Trust Fund

The Employer shall be responsible for the payment of all benefits provided
under the Plan. At its discretion, the Employer may establish one (1) or more
trusts, with such trustees as the Board may approve, for the purpose of
providing for the payment of such benefits. Such trust or trust may be
irrevocable, but the assets thereof shall be subject to the claims of the
Employer's creditors. To the extent any benefits provided under the Plan are
actually paid from any such trust, the Employer shall have no further obligation
with respect thereto, but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Employer.

10.4 Nonassignability

Neither a Participant nor any other person shall have any right to commute,
sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt the amounts, if
any, payable hereunder, or any part thereof, which are, and all rights to which
are, expressly declared to be unassignable and nontransferable. No part of the
amounts payable shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency.

-15-

10.5 Not a Contract of Employment

The terms and conditions of this Plan shall not be deemed to constitute a
contract of employment between the Employer and the Participant, and the
Participant (or his Beneficiary) shall have no rights against the Employer
except as may otherwise be specifically provided herein. Moreover, nothing in
this Plan shall be deemed to give a Participant the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discipline or discharge him at any time.

10.6 Protective Provisions

A Participant will cooperate with the Employer by furnishing any and all
information requested by the Employer, in order to facilitate the payment of
benefits hereunder, and by taking such physical examinations as the Employer may
deem necessary and taking such other actions as may be requested by the
Employer.

10.7 Terms

Whenever any words are used herein the masculine, they shall be construed
as though they were used in the feminine in all cases where they would so apply;
and wherever any words are used herein in the singular or in the plural, they
shall be construed as though they were used in the plural or the singular, as
the case may be, in all cases where they would so apply.

10.8 Captions

The captions of the articles, sections, and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.

10.9 Governing Law

The provisions of this Plan shall be construed, interpreted, and governed
in all respects in accordance with applicable federal law and, to the extent not
preempted by such federal law, in accordance with the laws of the State of
California.

10.10 Validity

In case any provision of this Plan shall be held illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts
hereof, but this Plan shall be construed and enforced as if such illegal and
invalid provision had never been inserted herein.

10.11 Notice

Any notice or filing required or permitted to be given to the Committee
under the Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, to any member of the Committee or the Secretary of
the Employer. Such notice shall be deemed given as of the date of delivery or,
if such delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.

-16-

10.12 Successors

The provisions of this Plan shall bind and inure to the benefit of the
Employer and its successors and assigns. The term successors as used herein
shall include any corporate or other business entity which shall, whether by
merger, consolidation, purchase or otherwise acquire all or substantially all of
the business and assets of TriCo Bancshares, and successors of any such
corporation or other business entity.

This Amendment is made and effective as of January 1, 2004.

TRI COUNTIES BANK and TRICO BANCSHARES

By: /s/ Willam J. Casey By: /s/ Wendell J. Lundberg
------------------------------------- -----------------------------
William Casey, Chairman Secretary

-17-

EXHIBIT 1

Deferral Commitment Agreement
The 1987 Tri Counties Bank Executive Deferred Compensation Plan
(as restated January 1, 2004)
Deferral Election
- --------------------------------------------------------------------------------

- ---------------------------------- ----------------------
Name (Last, First, Middle Initial) Social Security Number

I acknowledge that I have been offered an opportunity to participate in the
Deferred Compensation Plan (the "Plan"). I will participate in the Plan and
irrevocably authorize the Bank to make the appropriate deductions, as indicated
on this Agreement from my compensation. Capitalized terms in this Agreement
shall have the same meanings as defined in the Tri Counties Bank Executive
Deferred Compensation Plan as restated January 1, 2004).

DEFERRAL ELECTION

I elect to participate in the Plan as follows:

Salary I elect to defer (complete one blank only) $______ or_____%
of my Salary earned in _______ (insert year).

Bonus I elect to defer $_____ or _____% of my Bonus, earned in
_______ (insert year), not to exceed $________.

Commissions I elect to defer $ _____ or _____% of my Commissions, earned
in _______ (insert year), not to exceed $________.

No Participation I elect to not participate in the _______ (insert year) Plan
Year ___________.

ACKNOWLEDGED AND ACCEPTED:

- ------------------------------------ -------------------------------
Participant Signature Date Print Name

- ------------------------------------- -------------------------------
Signature of Bank Officer Date Print Name

-18-

EXHIBIT 2

Distribution Election
The 1987 Tri Counties Bank Executive Deferred Compensation Plan
(as restated January 1, 2004)
Distribution Election

Pursuant to the Provisions of the Plan (as restated effective January 1, 2004),
I hereby elect to have the balance in my Deferred Compensation Account
(brokerage account) paid to me as designated below:

In Lump sum on __________ (insert date), which shall not be
- ------ earlier than one year after the date of this election nor later
December 31, 2008, or sixty (60) days following termination of my
service as an Employee of the Bank, whichever occurs first.

As a Partial Distribution on __________ (insert date), which
- ------ shall not be earlier than one year after the date of this
election nor later than December 31, 2008, or sixty (60) days
following terminatin of my service as an Employee of the Bank,
whichever occurs first. The balance should be transferred to the
2004 Tri Counties Bank Deferred Compensation Plan with
distribution pursuant to my Distribution Election for that Plan.

As a full transfer to the Tri Counties Bank Deferred Compensation
- ------ Plan with distribution pursuant to my Distribution Election for
that Plan on __________ (insert date) which shall not be later
than December 31, 2008, or sixty (60) days following termination
of my service as an Employee of the Bank, whichever occurs first.

Signed: ; Print Name
-------------------------- --------------------

Dated: ,
----------------

-19-

EXHIBIT 3

Beneficiary Designation Form
The 1987 Tri Counties Bank Executive Deferred Compensation Plan

I. PRIMARY DESIGNATION
(You may refer to the beneficiary designation information prior to
completion of this form.)

A. Person(s) as a Primary Designation:
(Please indicate the percentage for each beneficiary.)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

B. Estate as a Primary Designation:

My Primary Beneficiary is The Estate of
--------------------------------------
as set forth in the last will and testament dated the day of
-----
, and any codicils thereto.
- ------------- -----

C. Trust as a Primary Designation:

Name of the Trust:
------------------------------------------------------------
Execution Date of the Trust: / /
----- ----- ---------
Name of the Trustee:
-----------------------------------------------------------

Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):
-------------------------------------------------------------------

- --------------------------------------------------------------------------------

Is this an Irrevocable Life Insurance Trust? Yes No
-------- --------
(If yes and this designation is for a Split Dollar agreement, an Assignment of
Rights form should be completed.)

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II. SECONDARY (CONTINGENT) DESIGNATION

A. Person(s) as a Secondary (Contingent)Designation:
(Please indicate the percentage for each beneficiary.)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

B. Estate as a Secondary (Contingent) Designation:

My Secondary Beneficiary is The Estate of
--------------------------------------
as set forth in the last will and testament dated the day of
-----
, and any codicils thereto.
- ------------- -----

C. Trust as a Secondary (Contingent) Designation:

Name of the Trust:
------------------------------------------------------------
Execution Date of the Trust: / /
----- ----- ---------
Name of the Trustee:
-----------------------------------------------------------

Beneficiary(ies) of the Trust (please indicate the percentage for each

beneficiary):
-------------------------------------------------------------------

- --------------------------------------------------------------------------------

All sums payable under this Agreement by reason of my death shall be paid to the
Primary Beneficiary(ies), if he or she survives me, and if no Primary
Beneficiary(ies) shall survive me, then to the Secondary (Contingent)
Beneficiary(ies). This beneficiary designation is valid until the participant
notifies the bank in writing.

- --------------------------------------- ----------------------
Participant Signature Date

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Exhibit 10.10

Tri Counties Bank Deferred Compensation Plan for Directors effective April 1,
1992, and amended and restated January 1, 2004

AMENDED AND RESTATED
TRI COUNTIES BANK
DEFERRED COMPENSATION PLAN FOR DIRECTORS

Effective April 1, 1992

Amended January 1, 2004

TABLE OF CONTENTS

PAGE

ARTICLE I--PURPOSE 5

ARTICLE II--DEFINITIONS 5

2.1 Actuarial Equivalent 5
2.2 Account 5
2.3 Beneficiary 5
2.4 Board 5
2.5 Change in Control 5
2.6 Committee 6
2.7 Compensation 6
2.8 Deferral Commitment 6
2.9 Deferral Period 6
2.10 Determination Date 6
2.11 Disability 7
2.12 Distribution Election 7
2.13 Elective Deferred Compensation 7
2.14 Financial Hardship 7
2.15 Interest Rate 7
2.16 Participant 7
2.17 Plan Benefit 7

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS 8
3.1 Eligibility and Participation 8
3.2 Form of Deferral; Minimum Deferral 8
3.3 Limitation on Deferral 8
3.4 Modification of Deferral Commitment 8
3.5 Involuntary Removal 8

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT 9

4.1 Accounts 9
4.2 Elective Deferred Compensation 9
4.3 Employer Discretionary Contributions 9
4.4 Interest 9
4.5 Determination of Accounts 9
4.6 Vesting of Accounts 10
4.7 Statement of Accounts 10

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TABLE OF CONTENTS

PAGE

ARTICLE V--PLAN BENEFITS 10

5.1 Plan Benefit 10
5.2 Death Benefit 10
5.3 Hardship Distributions 11
5.4 Accelerated Distribution 11
5.5 Form of Benefit Payment 11
5.6 Withholding; Payroll Taxes 11
5.7 Commencement of Payments 11
5.8 Full Payment of Benefits 11
5.9 Payment to Guardian 11

ARTICLE VI--BENEFICIARY DESIGNATION 12

6.1 Beneficiary Designation 12
6.2 Amendments 12
6.3 No Beneficiary Designation 12
6.4 Effect of Payment 12

ARTICLE VII--ADMINISTRATION 12

7.1 Committee; Duties 12
7.2 Agents 12
7.3 Binding Effect of Decisions 13
7.4 Indemnity of Committee 13

ARTICLE VIII--CLAIMS PROCEDURE 13

8.1 Claim 13
8.2 Denial of Claim 13
8.3 Review of Claim 13
8.4 Final Decision 13

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN 14

9.1 Amendment 14
9.2 Employer's Right to Terminate 14

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TABLE OF CONTENTS

PAGE

ARTICLE X--MISCELLANEOUS 14

10.1 Unfunded Plan 14
10.2 Unsecured General Creditor 15
10.3 Trust Fund 15
10.4 Nonassignability 15
10.5 Not a Contract of Employment 15
10.6 Protective Provisions 15
10.7 Terms 16
10.8 Captions 16
10.9 Governing Law 16
10.10 Validity 16
10.11 Notice 16
10.12 Successors 16

EXHIBIT 1: Deferral Commitment Agreement 18
EXHIBIT 2. Distribution Election 19
EXHIBIT 3: Beneficiary Designation Form 20

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TRI COUNTIES BANK

DEFERRED COMPENSATION PLAN FOR DIRECTORS

This restatement of the Tri Counties Bank Deferred Compensation Plan for
Directors, effective January 1, 2004 applies only to those Participants in the
Plan who serve as Directors of TriCo Bancshares or its affiliates or
subsidiaries as of this date. Any retired Participant in this Plan will continue
to receive benefits pursuant to the terms of the Plan as adopted on April 1,
1992.

ARTICLE I--PURPOSE

The purpose of this Deferred Compensation Plan for Directors (the "Plan") is to
provide current tax planning opportunities as well as supplemental funds
for retirement or death for directors of TriCo Bancshares ("Bank"). It is
intended that the Plan will aid in retaining and attracting directors of
exceptional ability by providing them with these benefits. This Plan will
be effective as of April 1, 1992.

ARTICLE II--DEFINITIONS

For the purposes of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

2.1 Actuarial Equivalent

"Actuarial Equivalent" means equivalence in value between two (2) or more
forms and/or times of payment based on a determination by an actuary chosen by
the Bank, using sound actuarial assumptions at the time of such determination.

2.2 Account

"Account" means the Account as maintained by the Employer in accordance
with Article IV with respect to any deferral of Compensation pursuant to this
Plan. A Participant's Account shall be utilized solely as a device for the
determination and measurement of the amounts to be paid to the Participant
pursuant to the Plan. A Participant's Account shall not constitute or be treated
as a trust fund of any kind.

2.3 Beneficiary

"Beneficiary" means the person, persons or entity entitled under Article VI to
receive any Plan benefits payable after a Participant's death.

2.4 Board

"Board" means the Board of Directors of the Employer.

2.5 Change in Control

A "Change in Control" shall occur:

(a) Upon TriCo Bancshares' knowledge that any person (as such term is used
in Sections 13(d) and 14(d) (2) of the Securities Exchange Act of 1934, as
amended) is or becomes "the beneficial owner" (as defined in Rule 13d-3 of
the Exchange Act), directly or indirectly, of TriCo Bancshares' shares
representing forty percent (40%) or more of the combined voting power of
the then outstanding securities; or

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(b) Upon the first purchase of the Common Stock of TriCo Bancshares
pursuant to a tender or exchange offer (other than a tender or exchange
offer made by TriCo Bancshares); or

(c) Upon the approval by the stockholders of TriCo Bancshares of a merger
or con-solidation (other than a merger or consolidation in which TriCo
Bancshares is the surviving corporation and which does not result in any
reclassification or reorganization of TriCo Bancshares' then outstanding
securities), a sale or disposition of all or substantially all of TriCo
Bancshares' assets or a plan of liquidation or dissolution of TriCo
Bancshares; or

(d) If, during any period of two (2) consecutive years, individuals who at
the begin-ning of such period constitute the Board of Directors of TriCo
Bancshares cease for any reason to constitute at least a majority thereof,
unless the election or nomination for the election by the stockholders of
TriCo Bancshares of each new director was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who were directors
at the beginning of the period.

2.6 Committee

"Committee" means the Compensation and Benefits Committee of the Board of
Directors of TriCo Bancshares.

2.7 Compensation

"Compensation" means the retainer, meeting and Committee chairmanship fees
paid to Participant by the Employer during the calendar year with respect to
duties performed as a member of the Board before reduction for any amounts
deferred pursuant to this Plan. Compensation does not include expense
reimbursements, any form of noncash compensation or benefits.

2.8 Deferral Commitment

"Deferral Commitment" means an election to defer Compensation made by a
Participant pursuant to Article III and for which a separate Deferral Commitment
Agreement has been submitted by the Participant to the Committee.

2.9 Deferral Period

"Deferral Period" means the period over which a Participant has elected to
defer a portion of his Compensation. Each calendar year shall be a separate
Deferral Period, provided that the Deferral Period may be modified pursuant to
paragraph 3.4.

2.10 Determination Date

"Determination Date" means the last day of each calendar month.

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2.11 Disability

"Disability" means a physical or mental condition which, in the opinion of
the Committee, permanently prevents the Director from satisfactorily performing
the Director's usual duties for the Bank. The Committee's decision as to
Disability will be based upon medical reports and/or other evidence satisfactory
to the Committee. In no event shall a Disability be deemed to occur or to
continue after a Participant's Normal Retirement Date.

2.12 Distribution Election

The term "Distribution Election" shall mean the form of distribution of the
Account selected by the Participant on most recent Distribution Election
provided such Distribution Election has been made at least one full calendar
year prior to the date of the Participant's first Plan Distribution.

2.13 Elective Deferred Compensation

The amount of Compensation that a Participant elects to defer pursuant to a
Deferral Commitment.

2.14 Financial Hardship

"Financial Hardship" means an immediate and heavy financial need of the
Participant, determined by the Committee on the basis of information supplied by
the Participant in accordance with the standards set forth in the applicable
treasury regulations promulgated under Section 401(k) of the Internal Revenue
Code, or such other standards as are, from time to time, established by the
Committee.

2.15 Interest Rate

"Interest Rate" means, with respect to any calendar month, the monthly
equivalent of three (3) percentage points greater than the annual yield of the
Moody's Average Corporate Bond Yield Index for the preceding calendar month as
published by Moody's Investor Service, Inc. (or any successor thereto) or, if
such index is no longer published, a substantially similar index selected by the
Board.

2.16 Participant

"Participant" means any individual who is participating or has participated
in this Plan as provided in Article III.

2.17 Plan Benefit

"Plan Benefit" means the benefit payable to a Participant as calculated in
Article V.

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ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1 Eligibility and Participation

(a) Eligibility. Eligibility to participate in the Plan shall be limited
to directors of the Employer.

(b) Participation. A director may elect to participate in the Plan with
respect to any Deferral Period by submitting a Deferral Commitment
Agreement to the Committee by December 1 of the calendar year immediately
preceding the Deferral Period.

(c) Part-Year Participation. In the event that a director first becomes
eligible to participate during a Deferral Period, a Deferral Commitment
Agreement must be submitted to the Committee no later than thirty (30) days
following notification of the director of eligibility to participate, and
such Agreement shall be effective only with regard to Compensation earned
or payable following the submission of the Agreement to the Committee.

3.2 Form of Deferral; Minimum Deferral

(a) Deferral Commitment. A Participant may elect in the Deferral
Commitment Agreement to defer any portion of his Compensation for the
calendar year following the calendar year in which the Agreement is
submitted. The amount to be deferred shall be stated as a percentage and
must not be less than two thousand four hundred dollars ($2,400) during the
Deferral Period.

(b) Participants Entering After January 1. In the event a director enters
this Plan at any time other than January 1 of any calendar year, he or she
must defer at least two hundred dollars ($200) times the number of months
remaining in the Deferral Period.

3.3 Limitation on Deferral

A Participant may defer up to one hundred percent (100%) of the
Participant's Compensation subject to a limitation of $250,000 in cumulative
deferred compensation. However, the Committee may impose a different maximum
deferral amount or increase the minimum deferral amount under paragraph 3.2 from
time to time by giving written notice to all Participants, provided, however,
that no such changes may affect a Deferral Commitment made prior to the
Committee's action.

3.4 Modification of Deferral Commitment

Deferral Commitment shall be irrevocable except that the Committee may
permit a Participant to reduce the amount to be deferred, or waive the remainder
of the Deferral Commitment upon a finding that the Participant has suffered a
Financial Hardship.

3.5 Involuntary Removal

If a Participant's service is terminated as a member of the Board of
Directors of TriCo Bancshares or an affiliate or subsidiary for any reason
identified in (a) (b) (c) or (d) below, the Participant shall be paid all
contributions made to the Plan by the Participant. The Plan Administrator shall
retain the sole discretion to determine whether the interest on such
contributions will be forfeited.

(e) Gross negligence or gross neglect

(f) The commission of a felony, misdemeanor, or any other act involving
moral turpitude, fraud, or dishonesty which has a material adverse impact
on the Bank.

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(g) The willful and intentional disclosure, without authority, of any
secret or confidential information concerning the Bank which has a material
adverse impact on the Bank.

(h) The willful and intentional violation of the rules or regulations of
any regulatory agency or government authority having jurisdiction over the
Bank, which has a material adverse impact on the Bank

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1 Accounts

For record keeping purposes only, an Account shall be maintained for each
Participant. For each Participant the initial Account balance shall be equal to
the Account balance, if any, immediately preceding the effective date of this
Plan, under the Tri Counties Bank Deferred Compensation Plan for Directors as
restated January 1, 2004.

4.2 Elective Deferred Compensation

A Participant's Elective Deferred Compensation shall be credited to the
Participant's Account as the corresponding nondeferred portion of the
Compensation becomes or would have become payable. Any withholding of taxes or
other amounts with respect to deferred Compensation that is required by state,
federal or local law shall be withheld from the Participant's nondeferred
Compensation to the maximum extent possible with any excess being withheld from
the Participant's Account.

4.3 Employer Discretionary Contributions

Employer may make Discretionary Contributions to Participants' Accounts.
Discretionary Contributions shall be credited at such times and in such amounts
as the Board in its sole discretion shall determine. The amount of the
Discretionary Contributions shall be evidenced in a special Deferral Commitment
Agreement approved by the Board.

4.4 Interest

Beginning April 1, 1992, the Accounts shall be credited monthly with
interest earned based on the Interest Rate specified in Section 2.15. Interest
earned shall be calculated as of each Determination Date based upon the average
daily balance of the Account since the preceding Determination Date and shall be
credited to the Participant's Account at that time.

4.5 Determination of Accounts

Each Participant's Account as of each Determination Date shall consist of
the balance of the Participant's Account as of the immediately preceding
Determination Date, plus the Participant's Elective Deferred Compensation
credited and any Employer Discretionary Contributions and any interest earned,
minus the amount of any distributions made since the immediately preceding
Determination Date.

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4.6 Vesting of Accounts

Each Participant shall be vested in the amounts credited to such
Participant's Account and earnings thereon as follows:

(a) Amounts Deferred. A Participant shall be one hundred percent (100%)
vested at all times in the amount of Compensation elected to be deferred
under this Plan and Interest thereon, except as provided for in Section
3.5.

(b) Employer Discretionary Contributions. Employer Discretionary
Contributions and Interest thereon shall be vested as set forth in the
special Deferral Commitment Agreement, except as provided for in Section
3.5.

4.7 Statement of Accounts

The Committee shall submit to each Participant, within thirty (30) days
after the close of each calendar year and at such other time as determined by
the Committee, a statement setting forth the balance to the credit of the
Account maintained for a Participant.

ARTICLE V--PLAN BENEFITS

5.1 Plan Benefit

If a Participant terminates service on the Board, for any reason other than
death, the Employer shall pay a Plan Benefit equal to the Participant's Account,
as determined in accordance with Article IV.

5.2 Death Benefit

Upon the death of a Participant, the Employer shall pay to the
Participant's Beneficiary an amount determined as follows:

(a) If the Participant dies after termination of service with the
Employer, the remaining unpaid balance of the Participant's Account, shall
be paid in the same form that payments were being made prior to the
Participant's death.

(b) If the Participant dies prior to termination of service with the
Employer, the amount payable shall be the Participant's Account balance.

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5.3 Hardship Distributions

Upon a finding that a Participant has suffered a Financial Hardship, the
Committee may, in its sole discretion, make distributions from the Participant's
Account prior to the time specified for payment of benefits under the Plan. The
amount of such distribution shall be limited to the amount reasonably necessary
to meet the Participant's requirements during the Financial Hardship.

5.4 Accelerated Distribution

Notwithstanding any other provision of the Plan, at any time after a Change
in Control or at any time following termination of service on the Board, a
Participant shall be entitled to receive, upon written request to the Committee,
a lump sum distribution equal to ninety percent (90%) of the vested Account
balance as of the Determination Date.

5.5 Form of Benefit Payment

All Plan Benefits other than Hardship or Plan Benefits attributable to Deferral
Commitments after April 1, 1992, shall be paid in the form of the Basic Benefit
provided below, unless the Committee, in its sole discretion, selects an
alternative form. Any form requested by the Participant or a Beneficiary shall
be considered by the Committee, but shall not be binding. Plan Benefits with
respect to Deferral Periods before April 1, 1992, shall be paid in the form
selected by the Participant in the Distribution Election submitted for such
Deferral Periods. The basic and alternative methods of payment are as follows:

(a) A single sum amount which is equal to the Account balance payable no
later than December 31, 2008 as specified on the Distribution Election.

(b) A partial distribution which is equal to the amount specified on the
Distribution Election with the balance transferred to the 2004 Tri Counties
Bank Deferred Compensation Plan.

(c) Transfer of the Account in whole to the 2004 Tri Counties Bank
Deferred Compensation Plan.

5.6 Withholding Payroll Taxes

The Employer shall withhold from payments made hereunder any taxes required
to be withheld from such payments under federal, state or local law. However, a
Beneficiary may elect not to have withholding for federal income tax pursuant to
Section 3405(a)(2) of Internal Revenue Code, or any successor provision thereto.

5.7 Commencement of Payments

Payment shall commence on the day selected by the Participant in the
Distribution Election, at the discretion of the Committee, but not later than
sixty (60) days after the end of the month in which the Participant terminates
employment with the Employer, or service on the Board. All payments shall be
made as of the first day of the month.

5.8 Full Payment of Benefits

Notwithstanding any other provision of this Plan, all benefits shall be
paid no later than December 31, 2008 or termination of service, whichever is
later.

5.9 Payment to Guardian

If a Plan benefit is payable to a minor or a person declared incompetent or
to a person incapable of handling the disposition of his property, the Committee
may direct payment of such Plan Benefit to the guardian, legal representative or
person having the care and custody of such minor, incompetent or person. The
Committee may require proof of incompetency, minority, incapacity or
guardianship as it may deem appropriate prior to distribution of the Plan
benefit. Such distribution shall completely discharge the Committee from all
liability with respect to the benefit.

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ARTICLE VI--BENEFICIARY DESIGNATION

6.1 Beneficiary Designation

Each Participant shall have the right, at any time, to designate any person
or persons as his Beneficiary or Beneficiaries (both primary as well as
secondary) to whom benefits under this Plan shall be paid in the event of
Participant's death prior to complete distribution of the benefits due under the
Plan. Each beneficiary designation shall be in written form prescribed by the
Committee and will be effective only when filed with the Committee during the
Participant's lifetime.

6.2 Amendments

Any Beneficiary designation may be changed by a Participant without the
consent of any designated Beneficiary by the filing of a new Beneficiary
Designation with the Committee. The filing of a new Beneficiary Designation form
will cancel all Beneficiary Designations previously filed. If a Participant's
Compensation is community property, any Beneficiary designation shall be valid
or effective only as permitted under applicable law.

6.3 No Beneficiary Designation

In the absence of an effective Beneficiary designation, or if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Participant's designated
Beneficiary shall be deemed to be the Participant's estate.

6.4 Effect of Payment

The payment to the deemed Beneficiary shall completely discharge Employer's
obligations under this Plan.

ARTICLE VII--ADMINISTRATION

7.1 Committee; Duties

This Plan shall be administered by the Committee, which shall consist of
not less than three (3) persons appointed by the Chairman of the Board. Any
member of the Committee may be removed at any time by the Board. Any member may
resign by delivering his written resignation to the Board. Upon the existence of
any vacancy, the Board may appoint a successor. The Committee shall have the
authority to make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and decide or resolve any and
all questions including interpretations of this Plan, as may arise in connection
with the Plan. A majority of the members of the Committee shall constitute a
quorum for the transaction of business. A majority vote of the Committee members
constituting a quorum shall control any decision. Members of the Committee may
be Participants under this Plan.

7.2 Agents

The Committee may, from time to time, employ other agents and delegate to
them such administrative duties as it sees fit, and may from time to time
consult with counsel who may be counsel to the Employer.

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7.3 Binding Effect of Decisions

The decision or action of the Committee in respect of any question arising
out of or in connection with the administration, interpretation, and application
of the Plan and the rules and regulations promulgated hereunder shall be final
and conclusive and binding upon all persons having any interest in the Plan.

7.4 Indemnity of Committee

The Employer shall indemnify and hold harmless the members of the Committee
against any and all claims, loss, damage, expense, or liability arising from any
action or failure to act with respect to this Plan, except in the case of gross
negligence or willful misconduct.

ARTICLE VIII--CLA1MS PROCEDURE

8.1 Claim

Any person claiming a benefit, requesting an interpretation or ruling under
the Plan, or requesting information under the Plan shall present the request in
writing to the Committee, which shall respond in writing within thirty (30)
days.

8.2 Denial of Claim

If the claim or request is denied, the written notice of denial
shall state:

(a) The reasons for denial, with specific reference to the Plan provisions
on which the denial is based.

(b) A description of any additional material or information required and
an explanation of why it is necessary.

(c) An explanation of the Plan's claim review procedure.

8.3 Review of Claim

Any person whose claim or request is denied or who has not received a
response within thirty (30) days may request review by notice given in writing
to the Committee. The claim or request shall be reviewed by the Committee who
may, but shall not be required to, grant the claimant a hearing. On review, the
claimant may have representation, examine pertinent documents, and submit issues
and comments in writing.

8.4 Final Decision

The decision on review shall normally be made within sixty (60) days. If an
extension of time is required for a hearing or other specified circumstances,
the claimant shall be notified and the time limit shall be one hundred twenty
(120) days. The decision shall be in writing and shall state the reasons and the
relevant plan provisions. All decisions on review shall be final and bind all
parties concerned.

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ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN

9.1 Amendment

The Board may at any time amend the Plan in whole or in part, provided,
however, that no amendment shall be effective to decrease or restrict the amount
accrued to the date of Amendment in any Account or to change the Interest Rate
credited to amounts already held in an Account under the Plan. Upon a change in
the Interest Rate, thirty (30) days' advance written notice shall be given to
each Participant and any deferral after the effective date of the change shall
be held in a separate Account which shall be credited with the new Interest
Rate.

9.2 Bank's Right to Terminate

The Board may at any time partially or completely terminate the Plan if, in
its judgment, the tax, accounting, or other effects of the continuance of the
Plan, or potential payments thereunder would not be in the best interests of the
Employer.

(a) Partial Termination. The Board may partially terminate the Plan by
instructing the Committee not to accept any additional Deferral
Commitments. In the event of such a Partial Termination, the Plan shall
continue to operate and be effective with regard to Deferral Commitments
entered into prior to the effective date of such Partial Termination.

(b) Complete Termination. The Board may completely terminate the Plan by
instructing the Committee not to accept any additional Deferral
Commitments, and by terminating all ongoing Deferral Commitments. In the
event of Complete Termination, the Plan shall cease to operate and the
Employer shall pay out to each Participant their Account as if that
Participant had terminated service as of the effective date of the Complete
Termination. Payments shall be made in equal annual installments over the
period listed below, based on the Account balance:

Appropriate Account Balance Payout Period
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Less than $10,000 1 Year
$10,000 put less than $50,000 3 Years
More than $50,000 5 Years
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Interest earned on the unpaid balance in each Participant's Account shall
be the Interest Rate in effect on the Determination Date immediately preceding
the effective date of the Complete Termination.

ARTICLE X--MISCELLANEOUS

10.1 Unfunded Plan

This Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of "management or
highly-compensated employees" within the meaning of Sections 201, 301 and 401 of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
therefore to be exempt from the provisions of Parts 2, 3, and 4 of Title I of
ERISA. Accordingly, the Plan shall terminate and no further benefits shall
accrue hereunder in the event it is determined by a court of competent
jurisdiction or by an opinion of counsel that the Plan constitutes an employee
pension benefit plan within the meaning of Section 3(2) of ERISA which is not so
exempt. In the event of a termination under this Section 10.1, all ongoing
Deferral Commitments shall terminate, no additional Deferral Commitments will be
accepted by the Committee, and the amount of each Participant's vested Account
balance shall be distributed to such Participant at such time and in such manner
as the Committee, in its sole discretion, determines.

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10.2 Unsecured General Creditor

In the event of Employer's insolvency, Participants and their
Beneficiaries, heirs, successors, and assigns shall have no legal or equitable
rights, interest or claims in any property or assets of Employer, nor shall they
be Beneficiaries of, or have any rights, claims or interests in any life
insurance policies, annuity contracts or the proceeds therefrom owned or which
may be acquired by Employer. In that event, any and all of Employer's assets and
policies shall be, and remain, the general, unpledged, unrestricted assets of
Employer. Employer's obligation under the Plan shall be that of an unfunded and
unsecured promise of Employer to pay money in the future.

10.3 Trust Fund

The Employer shall be responsible for the payment of all benefits provided
under the Plan. At its discretion, the Employer may establish one (1) or more
trusts, with such trustees as the Board may approve, for the purpose of
providing for the payment of such benefits. Such trust or trusts maybe
irrevocable, but the assets thereof shall be subject to the claims of the
Employer's creditors. To the extent any benefits provided under the Plan are
actually paid from any such trust, the Employer shall have no further obligation
with respect thereto, but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Employer.

10.4 Nonassignability

Neither a Participant nor any other person shall have any right to commute,
sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt the amounts, if
any, payable hereunder, or any part thereof, which are, and all rights to which
are, expressly declared to be unassignable and nontransferable. No part of the
amounts payable shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency.

10.5 Not a Contract of Employment

The terms and conditions of this Plan shall not be deemed to constitute a
contract of employment between the Employer and the Participant, and the
Participant (or his Beneficiary) shall have no rights against the Employer
except as may otherwise be specifically provided herein. Moreover, nothing in
this Plan shall be deemed to give a Participant the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discipline or discharge him at any time.

10.6 Protective Provisions

A Participant will cooperate with the Employer by furnishing any and all
information requested by the Employer, in order to facilitate the payment of
benefits hereunder, and by taking such physical examinations as the Employer may
deem necessary and taking such other actions as may be requested by the
Employer.

-15-

10.7 Terms

Whenever any words are used herein the masculine, they shall be construed
as though they were used in the feminine in all cases where they would so apply;
and wherever any words are used herein in the singular or in the plural, they
shall be construed as though they were used in the plural or the singular, as
the case may be, in all cases where they would so apply.

10.8 Captions

The captions of the articles, sections, and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.

10.9 Governing Law

The provisions of this Plan shall be construed, interpreted, and governed
in all respects in accordance with applicable federal law and, to the extent not
preempted by such federal law, in accordance with the laws of the State of
California.

10.10 Validity

In case any provision of this Plan shall be held illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts
hereof, but this Plan shall be construed and enforced as if such illegal and
invalid provision had never been inserted herein.

10.11 Notice

Any notice or filing required or permitted to be given to the Committee
under the Plan shall be sufficient in writing and hand delivered, or sent by
registered or certified mail, to any member of the Committee or the Secretary of
the Employer. Such notice shall be deemed given as of the date of delivery or,
if such delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.

10.12 Successors

The provisions of this Plan shall bind and inure to the benefit of the
Employer and its successors and assigns. The term successors as used herein
shall include any corporate or other business entity which shall, whether by
merger, consolidation, purchase or otherwise acquire all or substantially all of
the business and assets of TriCo Bancshares, and successors of any such
corporation or other business entity.

-16-

TRICO BANCSHARES

By: /s/ William J. Casey
----------------------------------------------
Chairman

By: /s/ Wendell J. Lundberg
----------------------------------------------
Secretary

Dated: August 3, 2004
--------------------------

-17-

Exhibit 1

Deferral Commitment Agreement
The 1992 Tri Counties Bank Deferred Compensation Plan For Directors
(as restated January 1, 2004)
Deferral Election
- --------------------------------------------------------------------------------

- ---------------------------------- ------------------------
Name (Last, First, Middle Initial) Social Security Number

I acknowledge that I have been offered an opportunity to participate in the
Deferred Compensation Plan (the "Plan"). I will participate in the Plan and
irrevocably authorize the Bank to make the appropriate deductions, as indicated
on this Agreement from my compensation. Capitalized terms in this Agreement
shall have the same meanings as defined in the Tri Counties Bank Deferred
Compensation Plan For Directors as restated January 1, 2004).

DEFERRAL ELECTION

I elect to participate in the Plan as follows:

Fees I elect to defer (complete one blank only) $______ or
_____% of my ______ (insert year) Fees.

No Participation I elect to not participate in the ______ (insert year)
Plan Year _______ (initial).

ACKNOWLEDGED AND ACCEPTED:

- ----------------------------------------
Participant Name Print Name

- ---------------------------------------- ----------------------------------
Signature of Participant Date Signature of Bank Officer Date

-18-

Exhibit 2

Distribution Election
The 1992 Tri Counties Bank Deferred Compensation Plan For Directors
(as restated January 1, 2004)
Distribution Election

Pursuant to the Provisions of the Plan (as restated effective January 1, 2004),
I hereby elect to have the balance in my Deferred Compensation Account
(brokerage account) paid to me as designated below:

In Lump sum on __________ (insert date), which shall not be
- ------ earlier than one year after the date of this election nor later
December 31, 2008, or sixty (60) days following termination of my
service as a Director of the Bank, whichever occurs first.

As a Partial Distribution on __________ (insert date), which
- ------ shall not be earlier than one year after the date of this
election nor later than December 31, 2008, or sixty (60) days
following terminatin of my service as a Director of the Bank,
whichever occurs first. The balance should be transferred to the
2004 Tri Counties Bank Deferred Compensation Plan with
distribution pursuant to my Distribution Election for that Plan.

As a full transfer to the Tri Counties Bank Deferred Compensation
- ------ Plan with distribution pursuant to my Distribution Election for
that Plan on __________ (insert date) which shall not be later
than December 31, 2008, or sixty (60) days following termination
of my service as a Director of the Bank, whichever occurs first.

Signed: ; Print Name
-------------------------- --------------------

Dated: ,
----------------

-19-

Exhibit 3

Beneficiary Designation Form
The 1992 Tri Counties Bank Deferred Compensation Plan For Directors

I. PRIMARY DESIGNATION
(You may refer to the beneficiary designation information prior to
completion of this form.)

A. Person(s) as a Primary Designation:
(Please indicate the percentage for each beneficiary.)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

B. Estate as a Primary Designation:

My Primary Beneficiary is The Estate of
--------------------------------------
as set forth in the last will and testament dated the day of
-----
, and any codicils thereto.
- ------------- -----

C. Trust as a Primary Designation:

Name of the Trust:
------------------------------------------------------------
Execution Date of the Trust: / /
----- ----- ---------
Name of the Trustee:
-----------------------------------------------------------

Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):
-------------------------------------------------------------------

- --------------------------------------------------------------------------------

Is this an Irrevocable Life Insurance Trust? Yes No
-------- --------
(If yes and this designation is for a Split Dollar agreement, an Assignment of
Rights form should be completed.)

-20-

II. SECONDARY (CONTINGENT) DESIGNATION

A. Person(s) as a Secondary (Contingent)Designation:
(Please indicate the percentage for each beneficiary.)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

B. Estate as a Secondary (Contingent) Designation:

My Secondary Beneficiary is The Estate of
--------------------------------------
as set forth in the last will and testament dated the day of
-----
, and any codicils thereto.
- ------------- -----

C. Trust as a Secondary (Contingent) Designation:

Name of the Trust:
------------------------------------------------------------
Execution Date of the Trust: / /
----- ----- ---------
Name of the Trustee:
-----------------------------------------------------------

Beneficiary(ies) of the Trust (please indicate the percentage for each

beneficiary):
-------------------------------------------------------------------

- --------------------------------------------------------------------------------

All sums payable under this Agreement by reason of my death shall be paid to the
Primary Beneficiary(ies), if he or she survives me, and if no Primary
Beneficiary(ies) shall survive me, then to the Secondary (Contingent)
Beneficiary(ies). This beneficiary designation is valid until the participant
notifies the bank in writing.

- --------------------------------------- ----------------------
Participant Date

-21-

Exhibit 10.11

The 2004 TriCo Bancshares Deferred Compensation Plan effective January 1, 2004

THE 2004

TRICO BANCSHARES

DEFERRED COMPENSATION PLAN

Effective January 1, 2004

TABLE OF CONTENTS
PAGE
ARTICLE I--PURPOSE 5
ARTICLE II--DEFINITIONS 5
2.1 Account 5
2.2 Account Value 5
2.3 Beneficiary 5
2.4 Board 5
2.5 Brokerage Account 6
2.6 Change in Control 6
2.7 Committee 6
2.8 Compensation 7
2.9 Deferral Commitment 7
2.10 Deferral Period 7
2.11 Deferral From Prior Plans 7
2.12 Determination Date 7
2.13 Disability 7
2.14 Distribution Election 7
2.15 Elective Deferred Compensation 7
2.16 Employer 8
2.17 Financial Hardship 8
2.18 Participant 8
2.19 Plan Benefit 8
2.20 Plan Transfer Agreement 8
2.21 Prior Plans 8
2.22 Qualified Plans 8

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS 9
3.1 Eligibility and Participation 9
3.2 Form of Deferral; Minimum Deferral 9
3.3 Limitation on Deferral 9
3.4 Modification of Deferral Commitment 9
3.5 Change in Employment Status 9
3.6 Transfers from Prior Plans 10
3.7 Involuntary Termination 10

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT 10
4.1 Accounts 10
4.2 Elective Deferred Compensation 10
4.3 Qualified Plan Make-Up Credit 10
4.4 Determination of Accounts 11
4.5 Vesting of Accounts 11
4.6 Disability 11
4.7 Statement of Accounts 11
4.8 Bank Discretionary Contributions 11

-2-

TABLE OF CONTENTS
PAGE
ARTICLE V--PLAN BENEFITS 11
5.1 Plan Benefit 11
5.2 Death Benefit 12
5.3 Hardship Distributions 12
5.4 Accelerated Distribution 12
5.5 Withholding; Payroll Taxes 12
5.6 Commencement of Payments 12
5.7 Full Payment of Benefits 12
5.8 Payment to Guardian 12

ARTICLE VI--BENEFICIARY DESIGNATION 13
6.1 Beneficiary Designation 13
6.2 Amendments 13
6.3 No Beneficiary Designation 13
6.4 Effect of Payment 13

ARTICLE VII--ADMINISTRATION 13
7.1 Committee; Duties 13
7.2 Agents 14
7.3 Binding Effect of Decisions 14
7.4 Indemnity of Committee 14

ARTICLE VIII--CLAIMS PROCEDURE 14
8.1 Claim 14
8.2 Denial of Claim 14
8.3 Review of Claim 14
8.4 Final Decision 15

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN 15
9.1 Amendment 15
9.2 Employer's Right to Terminate 15

ARTICLE X--MISCELLANEOUS 16
10.1 Unfunded Plan 16
10.2 Unsecured General Creditor 16
10.3 Trust Fund 16
10.4 Nonassignability 16
10.5 Not a Contract of Employment 17
10.6 Protective Provisions 17
10.7 Terms 17
10.8 Captions 17
10.9 Governing Law 17
10.10 Validity 17

-3-

TABLE OF CONTENTS
PAGE
10.11 Notice 17
10.12 Successors 18

EXHIBIT 1: Deferral Commitment Agreement 19
EXHIBIT 2: Distribution Election 20
EXHIBIT 3: Plan Transfer Agreement 21
EXHIBIT 4: Beneficiary Designation 22

-4-

THE 2004

TRICO BANCSHARES

DEFERRED COMPENSATION PLAN

ARTICLE I--PURPOSE

The purpose of this Deferred Compensation Plan (the "Plan") is to provide
current tax planning opportunities as well as supplemental funds for
retirement or death for selected employees of TriCo Bancshares ("Bank") and
subsidiaries or affiliates thereof as well as members of the Board of
Directors of TriCo Bancshares and its affiliates or subsidiaries. It is
intended that the Plan will aid in retaining and attracting employees and
Directors of exceptional ability by providing them with these benefits.
This Plan will be effective as of January 1, 2004.

ARTICLE II--DEFINITIONS

For the purposes of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

2.1 Account

"Account" means the Account as maintained by the Employer in accordance
with Article IV with respect to any deferral of Compensation pursuant to
this Plan. A Participant's Account shall be utilized solely as a device for
the determination and measurement of the amounts to be paid to the
Participant pursuant to the Plan. A Participant's Account shall not
constitute or be treated as a trust fund of any kind.

2.2 Account Value

The "Account Value" shall mean the value of assets held in the Brokerage
Account at the end of each business day.

2.3 Beneficiary

"Beneficiary" means the person, person or entity entitled under Article V
(2) to receive any Plan benefits payable after a Participant's death.

2.4 Board

"Board" means the Board of Directors of the Employer.

-5-

2.5 Brokerage Account

For record keeping purposes, a Participant-directed brokerage account (the
"Brokerage Account") will be established for the benefit of each
Participant. Although the Participant will direct the investments of the
Brokerage Account, it will remain the sole property of the Bank and only
the Bank will be permitted to make contributions to or withdrawals from the
Brokerage Account. An amount equal to any Deferrals from Prior Plans as
well the Participant's Deferral Commitment for each month during the
Deferral Period will be transferred to this brokerage account and placed in
a money market account until brokerage orders are placed by the Participant
for alternative investments. The Participant's deferred compensation
Account Value at any time will be the then current balance of the Brokerage
Account. The Bank will not be responsible for losses in the Account or
benefit from gains in the Account.

2.6 Change in Control

A "Change in Control" shall occur:

(a) Upon TriCo Bancshares' knowledge that any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended) is or becomes "the beneficial owner" (as defined in Rule 13d-3 of
the Exchange Act), directly or indirectly, of TriCo Bancshares' shares
representing forty percent (40%) or more of the combined voting power of
the then outstanding securities; or

(b) Upon the first purchase of the Common Stock of TriCo Bancshares
pursuant to a tender or exchange offer (other than a tender or exchange
offer made by TriCo Bancshares); or

(c) Upon the approval by the stockholders of TriCo Bancshares of a merger
or consolidation (other than a merger or consolidation in which TriCo
Bancshares is the surviving corporation and which does not result in any
reclassification or reorganization of TriCo Bancshares' then outstanding
securities), a sale or disposition of all or substantially all of TriCo
Bancshares' assets or a plan of liquidation or dissolution of TriCo
Bancshares; or

(d) If, during any period of two (2) consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of TriCo
Bancshares cease for any reason to constitute at least a majority thereof,
unless the election or nomination for the election by the stockholders of
TriCo Bancshares of each new director was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who were directors
at the beginning of the period.

2.7 Committee

"Committee" means the Compensation and Benefits Committee of the Board of
Directors of TriCo Bancshares.

-6-

2.8 Compensation

"Compensation" means the salary, bonuses or commissions payable to
Participant during the calendar year and considered to be "wages" for
purposes of federal income tax withholding, before reduction for amounts
deferred under this Plan. Compensation does not include expense
reimbursements, any form of non-cash compensation or benefits.

2.9 Deferral Commitment

"Deferral Commitment" means an election to defer Compensation made by a
Participant pursuant to Article III and for which a separate Deferral
Commitment Agreement has been submitted by the Participant to the
Committee.

2.10 Deferral Period

"Deferral Period" means the period over which a Participant has elected to
defer a portion of his Compensation. Each calendar year shall be a separate
Deferral Period, provided that the Deferral Period may be modified pursuant
to paragraph 3.4 or 3.5.

2.11 Deferrals From Prior Plans

Participants may elect to transfer balances from Prior Plans pursuant to
their completion of the Plan Transfer Agreement.

2.12 Determination Date

"Determination Date" means the date selected by the Participant to value
the Account.

2.13 Disability

"Disability" means a physical or mental condition which, in the opinion of
the Committee, permanently prevents an employee from satisfactorily
performing employee's usual duties for Employer. The Committee's decision
as to Disability will be based upon medical reports and/or other evidence
satisfactory to the Committee. In no event shall a Disability be deemed to
occur or to continue after a Participant's Normal Retirement Date.

2.14 Distribution Election

The term "Distribution Election" shall mean the form of distribution of the
Account selected by the Participant on most recent Distribution Election
provided such Distribution Election has been made at least one full
calendar year prior to the date of the Participant's first Plan
Distribution.

2.15 Elective Deferred Compensation

The amount of Compensation that a Participant elects to defer pursuant to a
Deferral Commitment.

-7-

2.16 Employer

"Employer" means TriCo Bancshares, Tri Counties Bank, and any affiliated or
subsidiary corporation designated by the Board of TriCo Bancshares or any
successors to the business thereof.

2.17 Financial Hardship

"Financial Hardship" means an immediate and critical financial need of the
Participant, determined by the Committee on the basis of information
supplied by the Participant in accordance with the standards set forth in
the applicable U.S. Treasury regulations promulgated under Section 401(k)
of the Internal Revenue Code, or such other standards as are, from time to
time, established by the Committee.

2.18 Participant

"Participant" means any individual who is participating or has participated
in this Plan as provided in Article III.

2.19 Plan Benefit

"Plan Benefit" means the benefit payable to a Participant as calculated in
Article V.

2.20 Plan Transfer Agreement

The "Plan Transfer Agreement" permits the Participant to transfer balances
from Prior Plans.

2.21 Prior Plans

Prior Plans are the Tri Counties Bank Executive Deferred Compensation Plan
effective September 1, 1987 and restated April 1, 1992 and the Tri Counties
Bank Deferred Compensation Plan for Directors effective April 1, 1992.

2.22 Qualified Plans

"Qualified Plans" means the TriCo Bancshares Employee Stock Ownership Plan
and/or any successor Plan.

-8-

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1 Eligibility and Participation

(a) Eligibility. Eligibility to participate in the Plan shall be limited
to those key employees of the Employer who are designated, from time to
time, by the Board of TriCo Bancshares as well as members of the Board of
Directors of TriCo Bancshares, its affiliates or subsidiaries.

(b) Participation. An eligible Participant may elect to participate in the
Plan with respect to any Deferral Period by submitting a Deferral
Commitment Agreement to the Committee by December 1 of the calendar year
immediately preceding the Deferral Period.

(c) Part-Year Participation. In the event that an Participant first
becomes eligible to participate during a Deferral Period, a Deferral
Commitment Agreement must be submitted to the Committee no later than
thirty (30) days following notification of the Participant of eligibility
to participate, and such Deferral Commitment Agreement shall be effective
only with regard to Compensation earned or payable following the submission
of the Deferral Commitment Agreement to the Committee.

3.2 Form of Deferral; Minimum Deferral

(a) Deferral Commitment. A Participant may elect in the Deferral
Commitment Agreement to defer any portion of his Compensation for the
calendar year following the calendar year in which the Deferral Commitment
Agreement is submitted. The amount to be deferred shall be stated and must
not be less than two thousand four hundred dollars ($2,400) during the
Deferral Period.

(b) Participants Entering After January 1. In the event a Participant
enters this Plan at any time other than January 1 of any calendar year, he
or she must defer at least two hundred dollars ($200) times the number of
months remaining in the Deferral Period.

3.3 Limitation on Deferral

A Participant may defer up to one hundred percent (100%) of the
Participant's Compensation. However, the Committee may impose a different
maximum deferral amount or increase the minimum deferral amount under
paragraph 3.2 from time to time by giving written notice to all
Participants, provided, however, that no such changes may affect a Deferral
Commitment made prior to the Committee's action.

3.4 Modification of Deferral Commitment

Deferral Commitment shall be irrevocable except that the Committee may
permit a Participant to reduce the amount to be deferred, or waive the
remainder of the Deferral Commitment upon a finding that the Participant
has suffered a Financial Hardship.

3.5 Change in Employment Status

If the Board determines that a Participant's employment performance is no
longer at a level that deserves reward through participation in this Plan,
but does not terminate the Participant's employment with the Employer, no
Deferral Commitments may be made by such Participant after the date
designated by the Board of TriCo Bancshares.

-9-

3.6 Transfer From Prior Plans

Participants in Prior Plans may transfer a portion (or all) of their Plan
balances to this Plan at anytime by providing the Committee with a properly
executed Plan Transfer Agreement.

3.7 Involuntary Termination

If a Participant is terminated for any reason identified in (a) (b) (c) or
(d) below, the Account value shall be paid to the Participant within sixty
(60) days following their termination. The Plan Administrator shall retain
the sole discretion to liquidate the Brokerage Account at anytime within
the sixty (60) days following the Participant's Involuntary Termination.

(a) Gross negligence or gross neglect
(b) The commission of a felony, misdemeanor, or any other act involving
moral turpitude, fraud, or dishonesty which has a material adverse
impact on the Bank.
(c) The willful and intentional disclosure, without authority, of any
secret or confidential information concerning the Bank which has a
material adverse impact on the Bank.
(c) The willful and intentional violation of the rules or regulations of
any regulatory agency or government authority having jurisdiction over
the Bank, which has a material adverse impact on the Bank

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1 Accounts

For record keeping purposes only, an Account shall be maintained for each
Participant. The initial Account balance shall be equal to the Account
balance as of January 1, 2004, or as of the date of transfer from any Prior
Plans.

4.2 Elective Deferred Compensation

A Participant's Elective Deferred Compensation shall be credited to the
Participant's Account as the corresponding nondeferred portion of the
Compensation becomes or would have become payable. Any withholding of taxes
or other amounts with respect to deferred Compensation that is required by
state, federal or local law shall be withheld from the Participant's
nondeferred Compensation to the maximum extent possible with any excess
being withheld from the Participant's Account. At the end of each calendar
month, the Employer shall transfer cash to the Brokerage Account in an
amount equal to the amount deferred during the prior calendar month.

4.3 Qualified Plan Make-Up Credit

The Employer shall contribute to each Participant's Account prior to April
1 of each subsequent year the difference between:

(a) The amount which would have been contributed to the Qualified Plans if
no deferrals had been made under this Plan; and

(b) The amounts actually contributed to the Qualified Plans for such
Participant.

Cash equal to the amount of this credit shall be transferred to the
Brokerage Account prior to March 1 of each subsequent calendar year.

-10-

4.4 Determination of Accounts

Each Participant's Account as of each Determination Date shall consist of
the balance of the Participant's Account as of the end of the business day
immediately preceding Determination Date.

4.5 Vesting of Accounts

Each Participant shall be vested in the value of the Participant's Account
as of any Determination Date.

4.6 Disability

If a Participant suffers a Disability during a Deferral Period, the
Employer will contribute all scheduled deferrals to the Participant's
Account for the remainder of the Deferral Period.

4.7 Statement of Accounts

The Committee shall submit to each Participant, within thirty (30) days
after the close of each calendar year and at such other time as determined
by the Committee, a statement setting forth the balance to the credit of
the Account maintained for a Participant.

4.8 Bank Discretional Contributions

The Bank may make Discretionary Contributions to Participants' Accounts.
Discretionary Contributions shall be credited at such times and in such
amounts as the Board in its sole discretion shall determine. The amount of
the Discretionary Contributions shall be evidenced in a special Deferral
Commitment Agreement approved by the Board.

ARTICLE V--PLAN BENEFITS

5.1 Plan Benefit

The Participant may elect cash distributions from the Plan pursuant to the
Distribution Election. The money market account of the Brokerage Account
will be reduced at the time of, and in an amount equal to, the amount of
any Plan Distribution specified in the Distribution Election. No Plan
benefit distributions will be made if there is not a sufficient balance in
the money market account to permit this reduction. It is the obligation of
the Participant to execute the sale of securities held in the Brokerage
Account in order to maintain sufficient funding in the money market account
for the purpose of paying Plan Benefits.

-11-

5.2 Death Benefit

Upon the death of a Participant, the Employer shall promptly pay to the
Participant's Beneficiary an amount equal to the Account Value as of the
date of liquidation of the Brokerage Account. Such liquidation shall occur
no later than ten (10) business days after the Bank has be notified in
writing of the death of the Participant.

5.3 Hardship Distributions

Upon a finding that a Participant has suffered a Financial Hardship, the
Committee may, in its sole discretion, make distributions from the
Participant's Account prior to the time specified for payment of benefits
under the Plan. The amount of such distribution shall be limited to the
amount reasonably necessary to meet the Participant's requirements during
the Financial Hardship.

5.4 Accelerated Distribution

Notwithstanding any other provision of the Plan, at any time after a Change
in Control or at any time following termination of Employment, a
Participant shall be entitled to receive, upon written request to the
Committee, a lump sum distribution equal to ninety percent (90%) of the
Account Value as of the Determination Date immediately preceding the date
on which the Committee receives the written request. The remaining balance
shall be deemed an Accelerated Distribution penalty and will be forfeited
by the Participant. The amount payable under this section shall be paid in
a lump sum within sixty-five (65) days following the receipt of the notice
by the Committee from the Participant.

5.5 Withholding; Payroll Taxes

The Employer shall withhold from payments made hereunder any taxes required
to be withheld from such payments under federal, state or local law.
However, a Beneficiary may elect not to have withholding for federal income
tax pursuant to Section 3405(a)(2) of Internal Revenue Code, or any
successor provision thereto.

5.6 Commencement of Payments

Payment shall commence on the day selected by the Participant in the
Distribution Election, but not later than sixty (60) days after the end of
the month in which the Participant terminates employment with the Employer,
or service on the Board.

5.7 Full Payment of Benefits

Notwithstanding any other provision of this Plan, all benefits shall be
paid no later than one hundred eighty (180) months following the
Participant's termination of service. Any securities remaining in the
Brokerage account at that time shall be liquidated by the Bank and the
Account Balance will be paid in lump sum to the Participant.

5.8 Payment to Guardian

If a Plan benefit is payable to a minor or a person declared incompetent or
to a person incapable of handling the disposition of his property, the
Committee may direct payment of such Plan Benefit to the guardian, legal
representative or person having the care and custody of such minor,
incompetent or person. The Committee may require proof of incompetence,
minority, incapacity or guardianship as it deems appropriate prior to
distribution of the Plan benefit. Such distribution shall completely
discharge the Committee from all liability with respect to the benefit.

-12-

ARTICLE VI--BENEFICIARY DESIGNATION

6.1 Beneficiary Designation

Each Participant shall have the right, at any time, to designate any person
or persons as his Beneficiary or Beneficiaries (both primary as well as
secondary) to whom benefits under this Plan shall be paid in the event of
Participant's death prior to complete distribution of the benefits due
under the Plan. Each beneficiary designation shall be in written form
prescribed by the Committee and will be effective only when filed with the
Committee during the Participant's lifetime.

6.2 Amendments

Any Beneficiary designation may be changed by a Participant without the
consent of any designated Beneficiary by the filing of a new Beneficiary
Designation with the Committee. The filing of a new Beneficiary Designation
form will cancel all Beneficiary Designations previously filed. If a
Participant's Compensation is community property, any Beneficiary
designation shall be valid or effective only as permitted under applicable
law.

6.3 No Beneficiary Designation

In the absence of an effective Beneficiary designation, or if all
designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant's benefits, then the Participant's
designated Beneficiary shall be deemed to be the Participant's estate.

6.4 Effect of Payment

The payment to the deemed Beneficiary shall completely discharge Employer's
obligations under this Plan.

ARTICLE VII--ADMINISTRATION

7.1 Committee; Duties

This Plan shall be administered by the Committee, which shall consist of
not less than three (3) persons appointed by the Chairman of the Board. Any
member of the Committee may be removed at any time by the Board. Any member
may resign by delivering his written resignation to the Board. Upon the
existence of any vacancy, the Board may appoint a successor. The Committee
shall have the authority to make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of this Plan and
decide or resolve any and all questions including interpretations of this
Plan, as may arise in connection with the Plan. A majority of the members
of the Committee shall constitute a quorum for the transaction of business.
A majority vote of the Committee members constituting a quorum shall
control any decision. Members of the Committee may be Participants under
this Plan.

-13-

7.2 Agents

The Committee may, from time to time, employ other agents and delegate to
them such administrative duties as it sees fit, and may from time to time
consult with counsel who may be counsel to the Employer.

7.3 Binding Effect of Decisions

The decision or action of the Committee in respect of any question arising
out of or in connection with the administration, interpretation, and
application of the Plan and the rules and regulations promulgated hereunder
shall be final and conclusive and binding upon all persons having any
interest in the Plan.

7.4 Indemnity of Committee

The Employer shall indemnify and hold harmless the members of the Committee
against any and all claims, loss, damage, expense, or liability arising
from any action or failure to act with respect to this Plan, except in the
case of gross negligence or willful misconduct.

ARTICLE VIII - CLAIMS PROCEDURE

8.1 Claim

Any person claiming a benefit, requesting an interpretation or ruling under
the Plan, or requesting information under the Plan shall present the
request in writing to the Committee, which shall respond in writing within
thirty (30) days.

8.2 Denial of Claim

If the claim or request is denied, the written notice of denial shall
state:

(a) The reasons for denial, with specific reference to the Plan provisions
on which the denial is based.

(b) A description of any additional material or information required and
an explanation of why it is necessary.

(c) An explanation of the Plan's claim review procedure.

8.3 Review of Claim

Any person whose claim or request is denied or who has not received a
response within thirty (30) days may request review by notice given in
writing to the Committee. The claim or request shall be reviewed by the
Committee who may, but shall not be required to, grant the claimant a
hearing. On review, the claimant may have representation, examine pertinent
documents, and submit issues and comments in writing.

-14-

8.4 Final Decision

The decision on review shall normally be made within sixty (60) days. If an
extension of time is required for a hearing or other specified
circumstances, the claimant shall be notified and the time limit shall be
one hundred twenty (120) days. The decision shall be in writing and shall
state the reasons and the relevant plan provisions. All decisions on review
shall be final and bind all parties concerned.

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN

9.1 Amendment

The Board may at any time amend the Plan in whole or in part, provided,
however, that no amendment shall be effective to decrease or restrict the
amount accrued to the date of Amendment in any Account or to change the
Interest Rate credited to amounts already held in an Account under the
Plan. Upon a change in the Interest Rate, thirty (30) days' advance written
notice shall be given to each Participant and any deferral after the
effective date of the change shall be held in a separate Account which
shall be credited with the new Interest Rate.

9.2 Employer's Right to Terminate

The Board may at any time partially or completely terminate the Plan if, in
its judgment, the tax, accounting, or other effects of the continuance of
the Plan, or potential payments thereunder would not be in the best
interests of the Employer.

(a) Partial Termination. The Board may partially terminate the Plan
by instructing the Committee not to accept any additional Deferral
Commitments. In the event of such a Partial Termination, the Plan
shall continue to operate and be effective with regard to Deferral
Commitments entered into prior to the effective date of such Partial
Termination.

(b) Complete Termination. The Board may completely terminate the Plan
by instructing the Committee not to accept any additional Deferral
Commitments, and by terminating all ongoing Deferral Commitments. In
the event of Complete Termination, the Plan shall cease to operate and
the Employer shall pay out to each Participant the value of their
Account as if that Participant had terminated service as of the
effective date of the Complete Termination.

Payments shall be made in equal annual installments over the period listed
below, based on the Account balance:

Appropriate Account Balance Payout Period
Less than $10,000 1 Year
$10,000 but less than $50,000 3 Years
More than $50,000 5 Years

Interest earned on the unpaid balance in each Participant's Account shall
be the interest Rate in effect on the Determination Date immediately
preceding the effective date of the Complete Termination.

-15-

ARTICLE X--MISCELLANEOUS

10.1 Unfunded Plan

This Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of "management or
highly-compensated employees" within the meaning of Sections 201, 301 and
401 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and therefore to be exempt from the provisions of Parts 2, 3,
and 4 of Title I of ERISA. Accordingly, the Plan shall terminate and no
further benefits shall accrue hereunder in the event it is determined by a
court of competent jurisdiction or by an opinion of counsel that the Plan
constitutes an employee pension benefit plan within the meaning of Section
3(2) of ERISA which is not so exempt. In the event of a termination under
this Section 10.1, all ongoing Deferral Commitments shall terminate, no
additional Deferral Commitments will be accepted by the Committee, and the
amount of each Participant's vested Account balance shall be distributed to
such Participant at such time and in such manner as the Committee, in its
sole discretion, determines.

10.2 Unsecured General Creditor

In the event of Employer's insolvency, Participants and their
Beneficiaries, heirs, successors, and assigns shall have no legal or
equitable rights, interest or claims in any property or assets of Employer,
nor shall they be Beneficiaries of, or have any rights, claims or interests
in any life insurance policies, annuity contracts or the proceeds therefrom
owned or which may be acquired by Employer. In that event, any and all of
Employer's assets and policies shall be, and remain, the general,
Un-pledged, unrestricted assets of Employer. Employer's obligation under
the Plan shall be that of an unfunded and unsecured promise of Employer to
pay money in the future.

10.3 Trust Fund

The Employer shall be responsible for the payment of all benefits provided
under the Plan. At its discretion, the Employer may establish one (1) or
more trusts, with such trustees as the Board may approve, for the purpose
of providing for the payment of such benefits. Such trust or trust may be
irrevocable, but the assets thereof shall be subject to the claims of the
Employer's creditors. To the extent any benefits provided under the Plan
are actually paid from any such trust, the Employer shall have no further
obligation with respect thereto, but to the extent not so paid, such
benefits shall remain the obligation of, and shall be paid by, the
Employer.

10.4 Nonassignability

Neither a Participant nor any other person shall have any right to commute,
sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt the amounts,
if any, payable hereunder, or any part thereof, which are, and all rights
to which are, expressly declared to be unassignable and nontransferable. No
part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony
or separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any
other person's bankruptcy or insolvency.

-16-

10.5 Not a Contract of Employment

The terms and conditions of this Plan shall not be deemed to constitute a
contract of employment between the Employer and the Participant, and the
Participant (or his Beneficiary) shall have no rights against the Employer
except as may otherwise be specifically provided herein. Moreover, nothing
in this Plan shall be deemed to give a Participant the right to be retained
in the service of the Employer or to interfere with the right of the
Employer to discipline or discharge him at any time.

10.6 Protective Provisions

A Participant will cooperate with the Employer by furnishing any and all
information requested by the Employer, in order to facilitate the payment
of benefits hereunder, and by taking such physical examinations as the
Employer may deem necessary and taking such other actions as may be
requested by the Employer.

10.7 Terms

Whenever any words are used herein the masculine, they shall be construed
as though they were used in the feminine in all cases where they would so
apply; and wherever any words are used herein in the singular or in the
plural, they shall be construed as though they were used in the plural or
the singular, as the case may be, in all cases where they would so apply.

10.8 Captions

The captions of the articles, sections, and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or
construction of any of its provisions.

10.9 Governing Law

The provisions of this Plan shall be construed, interpreted, and governed
in all respects in accordance with applicable federal law and, to the
extent not preempted by such federal law, in accordance with the laws of
the State of California.

10.11 Validity

In case any provision of this Plan shall be held illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts
hereof, but this Plan shall be construed and enforced as if such illegal
and invalid provision had never been inserted herein.

10.11 Notice

Any notice or filing required or permitted to be given to the Committee
under the Plan shall be sufficient if in writing and hand delivered, or
sent by registered or certified mail, to any member of the Committee or the
Secretary of the Employer. Such notice shall be deemed given as of the date
of delivery or, if such delivery is made by mail, as of the date shown on
the postmark on the receipt for registration or certification.

-17-

10.12 Successors

The provisions of this Plan shall bind and inure to the benefit of the
Employer and its successors and assigns. The term successors as used herein
shall include any corporate or other business entity which shall, whether
by merger, consolidation, purchase or otherwise acquire all or
substantially all of the business and assets of TriCo Bancshares, and
successors of any such corporation or other business entity.

TRICO BANCSHARES

By: /s/ William J. Casey
----------------------------------------------
Chairman

By: /s/ Wendell J. Lundberg
----------------------------------------------
Secretary

Dated: August 3, 2004
--------------------------

-18-

Exhibit 1

Deferral Commitment Agreement
The 2004 TriCo Bancshares Deferred Compensation Plan
Deferral Election
- --------------------------------------------------------------------------------

- ------------------------------- ------------------------
Name (Last, First, Middle Initial) Social Security Number

I acknowledge that I have been offered an opportunity to participate in the
Deferred Compensation Plan (the "Plan"). I will participate in the Plan and
irrevocably authorize the Bank to make the appropriate deductions, as indicated
on this Agreement from my compensation. Capitalized terms in this Agreement
shall have the same meanings as defined in the 2004 TriCo Bancshares Deferred
Compensation Plan documents).

2004 DEFERRAL ELECTION

I elect to participate in the 2004 Plan as follows:

Salary/Directors Fees I elect to defer (complete one blank only) $______ or
_____% of my ______ (insert year) Salary or Directors
Fees.

Bonus I elect to defer $______ or ______% of my Bonus,
earned in_______ (insert year), not to exceed $______.

Commissions I elect to defer $______ or ______% of my Commissions,
earned in _______ (insert year), not to exceed $_____.

No Participation I elect to not participate in the _____ (insert year)
Plan Year ___________.

Note: All cash contributions and trade settlements will be deposited in a
Money Market Fund. Minimum transaction value: $2,500 per transaction.

ACKNOWLEDGED AND ACCEPTED:

- -------------------------------------- ---------------------------
Participant Signature Date Print Name

- -------------------------------------- ---------------------------
Signature of Bank Officer Date Print Name

-19-

Exhibit 2

Distribution Election
The 2004 TriCo Bancshares Deferred Compensation Plan
Distribution Election

Pursuant to the Provisions of enrollment in the 2004 TriCo Bancshares Deferred
Compensation Plan, I hereby elect to have the balance in my Deferred
Compensation Account (brokerage account) paid to me as designated below:

In Lump sum on ________, which shall not be earlier than one year
- ------ after the date of this election nor later than 60 days following
termination of my service as an Employee or Director of the Bank.

In five (5) annual installments, beginning ________, but not
- ------ later than 60 days following termination for my services as an
Employee or Director of the Bank and not earlier than one year
following the date of this election. The amount of each
installment will be determined as of each installment date by
dividing the Account Value by the number of installments then
remaining to be paid, with the final installment to be the entire
remaining balance in the Account.

In ten (10) annual installments, beginning ________, but not
- ------ later than 60 days following termination for my services as an
Employee or Director of the Bank and not earlier than one year
following the date of this election. The amount of each
installment will be determined as of each installment date by
dividing the Account Value by the number of installments then
remaining to be paid, with the final installment to be the entire
remaining balance in the Account.

In fifteen (15) annual installments, beginning ________, but not
- ------ later than 60 days following termination for my services as an
Employee or Director of the Bank and not earlier than one year
following the date of this election. The amount of each
installment will be determined as of each installment date by
dividing the Account Value by the number of installments then
remaining to be paid, with the final installment to be the entire
remaining balance of the Account.

Signed: ; Print Name
-------------------------- --------------------

Dated: ,
----------------

-20-

Exhibit 3
Plan Transfer Agreement
The 2004 TriCo Bancshares Deferred Compensation Plan

- ----------------------------
Name

I am a Participant in either the Tri Counties Bank Executive Deferred
Compensation Plan effective as of September 1, 1987 and amended as of April 1,
1992 or the Tri Counties Bank Deferred Compensation Plan for Directors effective
as of April 1, 1992 (the "Prior Plans").

I hereby request the Bank to transfer the portion of my current Plan balance to
the 2004 TriCo Bancshares Deferred Compensation Plan pursuant to the provisions
of that Agreement. I understand that this election is irrevocable.

I understand that the entire balance of my Prior Plan will be transferred to the
2004 Tri Counties Bank Deferred Compensation Plan on December 31, 2008 unless I
have elected an alternate distribution option prior to that date.

Partial Transfer Transfer _____(%) or $______ (insert amount) of my Account
Balance to the 2004 Plan on _____ (insert date) and the
blance on ______ (insert date).

Full Transfer Transfer teh entire Account Balance to the 2004 Plan on
______ (insert date).

Signed: ; Print Name
-------------------------- --------------------

Dated: ,
----------------

-21-

Exhibit 4

Beneficiary Designation Form
The 2004 TriCo Bancshares Deferred Compensation Plan

I. PRIMARY DESIGNATION
(You may refer to the beneficiary designation information prior to
completion of this form.)

A. Person(s) as a Primary Designation:
(Please indicate the percentage for each beneficiary.)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

B. Estate as a Primary Designation:

My Primary Beneficiary is The Estate of
--------------------------------------
as set forth in the last will and testament dated the day of
-----
, and any codicils thereto.
- ------------- -----

C. Trust as a Primary Designation:

Name of the Trust:
------------------------------------------------------------
Execution Date of the Trust: / /
----- ----- ---------
Name of the Trustee:
-----------------------------------------------------------

Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):
-------------------------------------------------------------------

- --------------------------------------------------------------------------------

Is this an Irrevocable Life Insurance Trust? Yes No
-------- --------
(If yes and this designation is for a Split Dollar agreement, an Assignment of
Rights form should be completed.)

-22-

II. SECONDARY (CONTINGENT) DESIGNATION

A. Person(s) as a Secondary (Contingent)Designation:
(Please indicate the percentage for each beneficiary.)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

B. Estate as a Secondary (Contingent) Designation:

My Secondary Beneficiary is The Estate of
--------------------------------------
as set forth in the last will and testament dated the day of
-----
, and any codicils thereto.
- ------------- -----

C. Trust as a Secondary (Contingent) Designation:

Name of the Trust:
------------------------------------------------------------
Execution Date of the Trust: / /
----- ----- ---------
Name of the Trustee:
-----------------------------------------------------------

Beneficiary(ies) of the Trust (please indicate the percentage for each

beneficiary):
-------------------------------------------------------------------

- --------------------------------------------------------------------------------

All sums payable under this Agreement by reason of my death shall be paid to the
Primary Beneficiary(ies), if he or she survives me, and if no Primary
Beneficiary(ies) shall survive me, then to the Secondary (Contingent)
Beneficiary(ies). This beneficiary designation is valid until the participant
notifies the bank in writing.

- --------------------------------------- ----------------------
Participant's Signature Date

-23-

Exhibit 10.12

Tri Counties Bank Supplemental Retirement Plan for Directors dated September 1,
1987, as restated January 1, 2001, and amended January 1, 2004

TRI COUNTIES BANK

SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS

Effective September 1, 1987
Restated as of January 1, 2001
Amended January 1, 2004

TABLE OF CONTENTS

ARTICLE I - PURPOSE EFFECTIVE DATE 3

ARTICLE II - PARTICIPATION 3
2.1 Eligibility and Participation 3

ARTICLE III - BENEFITS 3
3.1 Benefits 3
3.2 Amount of Benefit 3
3.3 Years of Service 4
3.4 Change in Control 4
3.5 Withholding Payroll Taxes 4
3.6 Payment to Guardian 4

ARTICLE IV - BENEFICIARY DESIGNATION 4
4.1 Beneficiary Designation 4
4.2 Amendments; Marital Status 5
4.3 No Participant Designation 5
4.4 Effect of Payment

ARTICLE V - ADMINISTRATION 5
5.1 Board; Duties 5
5.2 Agents 5
5.3 Binding Effect of Decisions 5
5.4 Indemnity of Board 5

ARTICLE VI - CLAIMS PROCEDURE 5
6.1 Claim 5
6.2 Denial of Claim 5
6.3 Review of Claim 6
6.4 Final Decision 6

ARTICLE VII - TERMINATION, SUSPENSION OR AMENDMENT 6
7.1 Termination, Suspension or Amendment of Plan 6

ARTICLE VII - MISCELLANEOUS 6
8.1 Unfunded Plan 6
8.2 Unsecured General Creditor 6
8.3 Trust Fund 6
8.4 Nonassignability 7
8.5 Not a Contract of Employment 7
8.6 Protective Provisions 7
8.7 Terms 7
8.8 Captions 7
8.9 Governing Law 7
8.10 Validity 7
8.11 Notice 7
8.12 Successors 8

-2-

TRI COUNTIES BANK

SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS

RESTATED AS OF JANUARY 1, 2001

AMENDED AS OF JANUARY 1, 2004

ARTICLE I--PURPOSE; EFFECTIVE DATE

The purpose of this Supplemental Retirement Plan for Directors (the "Plan")
is to provide supplemental retirement benefits for nonemployee ("outside")
Directors of TriCo Bancshares, Tri Counties Bank and other subsidiaries and
affiliates (the "Employer") who have attained "Director Emeritus" status. It is
intended that the Plan will aid in retaining and attracting outside directors of
exceptional ability by providing them with these benefits. This Plan shall be
effective as of September 1, 1987.

ARTICLE II--PARTICIPATION

2.1 Eligibility and Participation.

(a) Eligibility. Eligibility to participate in the Plan is limited to
outside directors of the Employer who terminated their services to the
Employer on or before December 31, 2003.

(b) Participation. A Director's participation in the Plan shall be
effective upon notification of such person by the Board of Directors
(the "Board") of eligibility to participate, completion of a
Participation Agreement by such person and acceptance of the
Participation Agreement by the Board. Participation in the Plan shall
continue until such time as the Participant terminates his service on
the Board and as long thereafter as the Participant is eligible to
receive benefits under this Plan.

ARTICLE III--BENEFITS

3.1 Benefits.

(a) A benefit under this Plan shall be paid to the Director upon
termination of service with the Board, provided the Director has at
least ten (10) Years of Service or the Director is terminating after a
Change in Control. A benefit shall also be paid to the designated
Beneficiary(ies) of the Director in the event of his death prior to
termination of service with the Board.

3.2 Amount of Benefit.

(a) Normal Benefit. For Participants terminating after ten (10) or
more Years of Service, the benefit stated in Section 3.1 above shall
be equal to fifteen (15) times the amount of the base Board fee (not
including Chairmanship or Committee fees) paid to the Director in his
final year of service with the Board. The benefit shall be paid in
fifteen (15) equal installments. This benefit shall commence at the
later of the Participant's fifty-fifth (55th) birthday or termination.
If a Participant terminates before age sixty-five (65), other than
after a Change in Control, the benefit shall be reduced by four
percent (4%) for each full year benefits commence before age
sixty-five (65) and a prorated percentage for partial years.

(b) Change-in-Control Benefit. For Participants who terminate after a
Change in Control with less than ten (10) years, the benefit provided
in Section 3.2(a) above shall be multiplied by a fraction equal to the
number of Years of Service (not to exceed ten (10)) divided by ten
(10). For Participants with ten (10) or more Years of Service, the
benefit amount shall be the amount as provided in Section 3.2(a)
above. Benefits payable under this Section 3.2(b) shall be payable
upon termination of the director without any reduction for payment
prior to age sixty-five (65).

-3-

(c) If a Participant dies prior to terminating service on the Board,
a benefit equal to the amount provided for in Section 3.2(a) above
shall be paid to the Participant's Beneficiary(ies). Such amount shall
be payable immediately without reduction.

3.3 Years of Service.

"Years of Service" shall mean the number of years the Director
has served on the Board. If a Change in Control has occurred, Years of
Service shall equal the greater of Actual Years of Service or ten
(10).

3.4 Change in Control.

A "Change in Control" shall occur:

(a) Upon TriCo Bancshares' knowledge that any person (as such term is
used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended) is or becomes "the beneficial owner" (as defined in
Rule 13d-3 of the Exchange Act), directly or indirectly, of TriCo
Bancshares shares representing forty percent (40%) or more of the
combined voting power of the then outstanding securities; or

(b) Upon the first purchase of the Common Stock of TriCo Bancshares
pursuant to a tender or exchange offer (other than a tender or
exchange offer made by TriCo Bancshares); or

(c) Upon the approval by the stockholders of TriCo Bancshares of a
merger or consolidation (other than a merger or consolidation in which
TriCo Bancshares is the surviving corporation and which does not
result in any reclassification or reorganization of TriCo Bancshares'
then outstanding securities), a sale or disposition of all or
substantially all of TriCo Bancshares' assets or a plan of liquidation
or dissolution of TriCo Bancshares; or

(d) If, during any period of two (2) consecutive years, individuals
who at the beginning of such period constitute the Board of Directors
of TriCo Bancshares cease for any reason to constitute at least a
majority thereof, unless the election or nomination for the election
by the stockholders of TriCo Bancshares of each new director was
approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of the period.

3.5 Withholding Payroll Taxes.

The Employer shall withhold from payments made hereunder any taxes
required to be withheld from a Participant's wages under federal,
state or local law. However, a Beneficiary may elect not to have
withholding for federal income tax purposes pursuant to Section
3405(a) (2) of the Internal Revenue Code, or any successor provision
thereto.

3.6 Payment to Guardian.

If a Plan benefit is payable to a minor or a person declared
incompetent or to a person incapable of handling the disposition of
his property, the Board may direct payment of such Plan benefit to the
guardian, legal representative or person having the care and custody
of such minor, incompetent or person. The Board may require proof of
incompetency, minority, incapacity or guardianship as it may deem
appropriate prior to distribution of the Plan benefit. Such
distribution shall completely discharge the Board and the Employer
from all liability with respect to such benefit.

ARTICLE IV--BENEFICIARY DESIGNATION

4.1 Beneficiary Designation.

Each Participant shall have the right, at any time, to designate any
person or persons as his Beneficiary or Beneficiaries (both primary as
well as secondary) to whom benefits under this Plan shall be paid in
the event of his death prior to complete distribution to the
Participant of the benefits due under the Plan. Each Beneficiary
designation shall be in a written form prescribed by the Board, and
will be effective only when filed with the Board during the
Participant's lifetime.

-4-

4.2 Amendments; Marital Status.

Any Beneficiary designation may be changed by a Participant without
the consent of any designated Beneficiary by the filing of a new
Beneficiary designation with the Board. The filing of a new
Beneficiary designation form will cancel all Beneficiary designations
previously filed. If a Participant's Compensation is community
property, any Beneficiary designation shall be valid or effective only
as permitted under applicable law.

4.3 No Participant Designation.

In the absence of an effective Beneficiary designation, or if all
designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant's benefits, then the
Participant's designated Beneficiary shall be deemed to be the
Participant's estate.

4.4 Effect of Payment.

The payment to the deemed Beneficiary shall completely discharge the
Employer's obligations under this Plan.

ARTICLE V--ADMINISTRATION

5.1 Board; Duties.

This Plan shall be administered by the Board. The Board shall have the
authority to make, amend, interpret, and enforce all appropriate rules
and regulations for the administration of this Plan and decide or
resolve any and all questions including interpretations of this Plan,
as may arise in connection with the Plan. The Board may be
Participants under this Plan.

5.2 Agents.

In the administration of this Plan, the Board may, from time to time,
employ agents and delegate to them such administrative duties as they
see fit, and may from time to time consult with counsel who may be
counsel to the Employer.

5.3 Binding Effect of Decisions.

The decision or action of the Board in respect of any question arising
out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated
hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan.

5.4 Indemnity of Board.

To the extent permitted by applicable law, the Employer shall
indemnify, hold harmless and defend the Board against any and all
claims, loss, damage, expense or liability arising from any action or
failure to act with respect to this Plan, provided that the Board was
acting in accordance with the applicable standard of care.

ARTICLE VI--CLAIMS PROCEDURE

6.1 Claim.

Any person claiming a benefit, requesting an interpretation or ruling
under the Plan, or requesting information under the Plan shall present
the request in writing to the Board who shall respond in writing as
soon as practicable.

6.2 Denial of Claim.

If the claim or request is denied, the written notice of denial should
state:

(a) The reason for denial, with specific reference to the Plan
provisions on which the denial is based.

-5-

(b) A description of any additional material or information required
and an explanation of why it is necessary.

(c) An explanation of the Plan's claims review procedure.

6.3 Review of Claim.

Any person whose claim or request is denied or who has not received a
response within thirty (30) days may request a review by notice given
in writing to the Board. The claim or request shall be reviewed by the
Board who may, but shall not be required to, grant the claimant a
hearing. On review, the claimant may have representation, examine
pertinent documents, and submit issues and comments in writing.

6.4 Final Decision.

The decision on review shall normally be made within sixty (60) days.
If an extension of time is required for a hearing or other special
circumstances, the claimant shall be notified and the time limit shall
be one hundred twenty (120) days. The decision shall be in writing and
shall state the reason and the relevant Plan provisions. All decisions
on review shall be final and bind all parties concerned.

ARTICLE VII--TERMINATION, SUSPENSION OR AMENDMENT

7.1 Termination, Suspension or Amendment of Plan.

The Board may, in its sole discretion, terminate or suspend this Plan
at any time or from time to time, in whole or in part. The Board may
amend this Plan at any time or from time to time. Any amendment may
provide different benefits or amounts of benefits from those herein
set forth. However, no such termination, suspension or amendment shall
adversely affect the benefits of Participants which have accrued prior
to such action, the benefits of any Participant who has previously
retired, or the benefits of any Beneficiary of a Participant who has
previously died.

ARTICLE VIII--MISCELLANEOUS

8.1 Unfunded Plan.

This Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of
"management or highly compensated employees" within the meaning of
Sections 201, 301 and 401 of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and therefore to be exempt from the
provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the
Plan shall terminate and no further benefits shall be paid hereunder
in the event it is determined by a court of competent jurisdiction or
by an opinion of counsel that the Plan constitutes an employee pension
benefit plan within the meaning of Section 3(2) of ERISA which is not
so exempt.

8.2 Unsecured General Creditor.

Participants and their Beneficiaries, heirs, successors and assigns
shall have no legal or equitable rights, interest or claims in any
property or assets of the Employer, nor shall they be Beneficiaries
of, or have any rights, claims or interests in any life insurance
policies, annuity contracts or the proceeds therefrom owned or which
may be acquired by the Employer. Except as may be provided in Section
8.3, such policies, annuity contracts or other assets of the Employer
shall not be held under any trust for the benefit of Participants,
their Beneficiaries, heirs, successors or assigns, or held in any way
as collateral security for the fulfilling of the obligations of the
Employer under this Plan. Any and all of the Employer's assets and
policies shall be, and remain, the general, unpledged, unrestricted
assets of the Employer. The Employer's obligation under the Plan shall
be that of an unfunded and unsecured promise to pay money in the
future.

8.3 Trust Fund.

The Employer shall be responsible for the payment of all benefits
provided under the Plan. At its discretion, the Employer may establish
one (1) or more trusts, with such trustees as the Board may approve,
for the purpose of providing for the payment of such benefits. Such
trust or trusts may be irrevocable, but the assets thereof shall be
subject to the claims of the Employer's creditors. To the extent any
benefits provided under the Plan are actually paid from any such
trust, the Employer shall have no further obligation with respect
thereto, but to the extent not so paid, such benefits shall remain the
obligation of, and shall be paid by, the Employer.

-6-

8.4 Nonassignability.

Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate or convey in advance of
actual receipt the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are, expressly declared to
be unassignable and nontransferable. No part of the amount payable
shall, prior to actual payment, be subject to seizure or sequestration
for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or
any other person's bankruptcy or insolvency.

8.5 Not a Contract of Employment.

The terms and conditions of this Plan shall not be deemed to
constitute a contract of employment between the Employer and the
Participant, and the Participant (or his Beneficiary) shall have no
rights against the Employer except as may otherwise be specifically
provided herein. Moreover, nothing in this Plan shall be deemed to
give a Participant the right to be retained in the service of the
Employer or to interfere with the right of the Employer to discipline
or discharge him at any time.

8.6 Protective Provisions.

A Participant will cooperate with the Employer by furnishing any and
all information requested by the Employer, in order to facilitate the
payment of benefits hereunder, and by taking such physical
examinations as the Employer may deem necessary and taking such other
action as may be requested by the Employer.

8.7 Terms.

Whenever any words are used herein in the masculine, they shall be
construed as though they were used in the feminine in all cases where
they would so apply; and wherever any words are used herein in the
singular or in the plural, they shall be construed as though they were
used in the plural or singular, as the case may be, in all cases where
they would so apply.

8.8 Captions.

The captions of the articles, sections and paragraphs of this Plan are
for convenience only and shall not control or affect the meaning or
construction of any of its provisions.

8.9 Governing Law.

The provisions of this Plan shall be construed, interpreted and
governed in all respects in accordance with applicable federal law
and, to the extent not preempted by such federal law, in accordance
with the laws of the State of California.

8.10 Validity.

If any provision of this Plan shall beheld illegal or invalid for any
reason, the remaining provisions shall nevertheless continue in full
force and effect without being impaired or invalidated in any way.

8.11 Notice.

Any notice or filing required or permitted to be given to the Board
under the Plan shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, to any Board, or to the
Employer's statutory agent. Such notice shall be deemed given as of
the date of delivery or, if delivery is made by mail, as of the date
shown on the postmark on the receipt for registration or
certification.

-7-

8.12 Successors.

The provisions of this Plan shall bind and inure to the benefit of the
Employer and its successors and assigns. The term successors as used
herein shall include any corporate or other business entity which
shall, whether by merger, consolidation, purchase or otherwise acquire
all or substantially all of the business and assets of the Employer,
and successors of any such corporation or other business entity.

TRICO BANCSHARES

By: /s/ Wendell J. Casey
----------------------------------------------
Chairman

By: /s/ Wendell J. Lundberg
----------------------------------------------
Secretary

Dated: August 3, 2004
--------------------------

Exhibit 10.13

The 2004 TriCo Bancshares Supplemental Retirement Plan for Directors effective
January 1, 2004

THE 2004 TRICO BANCSHARES

SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS

Effective January 1, 2004

TABLE OF CONTENTS

PAGE
ARTICLE I-- PURPOSE, EFFECTIVE DATE 4

ARTICLE II-- PARTICIPATION 4
2.1 Eligibility and Participation 4

ARTICLE III-- BENEFITS 4
3.1 Benefits 4
3.2 Amount of Benefit 4
3.3 Years of Service 5
3.4 Change in Control 5
3.5 Withholding; Payroll Taxes 5
3.6 Involuntary Removal 6

ARTICLE IV-- ADMINISTRATION 6
4.1 Board; Duties 6
4.2 Agents 6
4.3 Binding Effect of Decisions 6
4.4 Indemnity of Board 6

ARTICLE V-- CLAIMS PROCEDURE 7
5.1 Claim 7
5.2 Denial of Claim 7
5.3 Review of Claim 7
5.4 Final Decision 7

ARTICLE VI-- BENEFICIARY DESIGNATION 7
6.1 Beneficiary Designation 7
6.2 Amendments, Marital Status 7
6.3 No Participant Designation 8
6.4 Effect of Payment 8

ARTICLE VII-- TERMINATION, SUSPENSION OR AMENDMENT 8
7.1 Termination, Suspension or Amendment of Plan 8

ARTICLE VIII-- MISCELLANEOUS 8
8.1 Unfunded Plan 8
8.2 Unsecured General Creditor 9
8.3 Trust Fund 9
8.4 Nonassignability 9
8.5 Not a Contract of Employment 9
8.6 Protective Provisions 9
8.7 Terms 9
8.8 Captions 10
8.9 Governing Law 10
8.10 Validity 10
8.11 Notice 10
8.12 Successors 10

-2-

TABLE OF CONTENTS (continued) PAGE

EXHIBIT 1 Participation Agreement 11

EXHIBIT 2 Beneficiary Designation 12

-3-

THE 2004 TRICO BANCSHARES

SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS

ARTICLE I--PURPOSE; EFFECTIVE DATE

The purpose of this Supplemental Retirement Plan for Directors (the "Plan")
is to provide supplemental retirement benefits for nonemployee ("outside")
Directors of TriCo Bancshares, Tri Counties Bank and other subsidiaries and
affiliates (the "Employer") who have attained "Director Emeritus" status. It is
intended that the Plan will aid in retaining and attracting outside directors of
exceptional ability by providing them with these benefits. This Plan shall be
effective as of January 1, 2004.

ARTICLE II--PARTICIPATION

2.1 Eligibility and Participation

(a) Eligibility. Eligibility to participate in the Plan is limited to
outside directors of the Employer.

(b) Participation. A Director's participation in the Plan shall be
effective upon notification of such person by the Board of Directors (the
"Board") of eligibility to participate, completion of a Participation
Agreement by such person and acceptance of the Participation Agreement by
the Board. Participation in the Plan shall continue until such time as the
Participant terminates his service on the Board and as long thereafter as
the Participant is eligible to receive benefits under this Plan.

ARTICLE III--BENEFITS

3.1 Benefits

A benefit under this Plan shall be paid to the Director upon termination of
service with the Board, provided the Director has at least fifteen (15) Years of
Service, or the Director is terminating service following a Change in Control.

3.2 Amount of Benefit

(a) Normal Retirement Benefit. The benefit stated in Section 3.1 above
shall be equal to the base Board fee (not including Chairmanship or
Committee fees) paid to the Director in his final year of service with the
Board. The benefit shall be payable in annual installments, commencing one
month after the termination of service by the Director and on each
anniversary thereafter. The benefit shall be payable for the life of the
Director. This benefit shall commence upon the Directors retirement at the
later of the Director's attained age sixty-five (65), or after the
attainment of fifteen (15) years of service.

(b) Alternate Normal Retirement Benefits. The Participant may elect a
joint and survivor annuity, payable for the life of the Participant and
their spouse provided that the alternate benefit has an Actuarial
Equivalent Value equal to the Normal Benefit. "Actuarial Equivalent Value"
means equivalence in value between two or more forms and/or times of
payment based on a determination by an actuary chosen by the Company, using
sound actuarial assumptions at the time of such determination.

-4-

(c) Change-in-Control Benefit. In the event the service of the Participant
is terminated pursuant to a Change in Control, the Participant shall be
eligible to receive the benefits provided in Section 3.2(a), 3.2(b) or 3.2
(d) as though the Participant's service was terminated with credit for
fifteen (15) Years of Service.

(d) Early Retirement Benefit. A Participant may elect to retire prior to
the attainment of age sixty-five (65), provided they have attained at least
fifteen (15) Years of Service and are at least fifty-five (55) years old.
If the Participant elects to retire before the Participant's attainment of
age sixty-five (65), the monthly Benefit shall be reduced by .5% per month
for each month by which the benefit commencement date precedes the
Participant's age sixty-five (65); In no event shall the commencement of
benefits precede the Participant's fifty-fifth (55th) birthday. The
percentages stated above shall be prorated for partial months.

3.3 Years of Service

"Years of Service" shall mean the number of years the Director has served
on the Board. If a Change in Control has occurred, Years of Service shall equal
the greater of Actual Years of Service or fifteen (15) years.

3.4 Change in Control

A "Change in Control" shall occur:

(a) Upon TriCo Bancshares' knowledge that any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended) is or becomes "the beneficial owner" (as defined in Rule 13d-3 of
the Exchange Act), directly or indirectly, of TriCo Bancshares shares
representing forty percent (40%) or more of the combined voting power of
the then outstanding securities; or

(b) Upon the first purchase of the Common Stock of TriCo Bancshares
pursuant to a tender or exchange offer (other than a tender or exchange
offer made by TriCo Bancshares); or

(c) Upon the approval by the stockholders of TriCo Bancshares of a merger
or consolidation (other than a merger or consolidation in which TriCo
Bancshares is the surviving corporation and which does not result in any
reclassification or reorganization of TriCo Bancshares' then outstanding
securities), a sale or disposition of all or substantially all of TriCo
Bancshares' assets or a plan of liquidation or dissolution of TriCo
Bancshares; or

(d) If, during any period of two (2) consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of TriCo
Bancshares cease for any reason to constitute at least a majority thereof,
unless the election or nomination for the election by the stockholders of
TriCo Bancshares of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period.

3.5 Withholding; Payroll Taxes

The Employer shall withhold from payments made hereunder any taxes required
to be withheld under federal, state or local law.

-5-

3.6 Involuntary Removal

If a Participant's service is terminated as a member of the Board of
Directors of TriCo Bancshares or an affiliate or subsidiary for any reason
identified in (a) (b) (c) or (d) below, the Participant shall forfeit all
benefits payable under this Plan.

(a) Gross negligence or gross neglect

(b) The commission of a felony, misdemeanor, or any other act involving
moral turpitude, fraud, or dishonesty which has a material adverse
impact on the Bank.

(c) The willful and intentional disclosure, without authority, of any
secret or confidential information concerning the Bank which has a
material adverse impact on the Bank.

(c) The willful and intentional violation of the rules or regulations of
any regulatory agency or government authority having jurisdiction over
the Bank, which has a material adverse impact on the Bank

ARTICLE IV--ADMINISTRATION

4.1 Board; Duties

This Plan shall be administered by the Board. The Board shall have the
authority to make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and decide or resolve any and
all questions including interpretations of this Plan, as may arise in connection
with the Plan. The Board may be Participants under this Plan.

4.2 Agents

In the administration of this Plan, the Board may, from time to time,
employ agents and delegate to them such administrative duties as they see fit,
and may from time to time consult with counsel who may be counsel to the
Employer.

4.3 Binding Effect of Decisions

The decision or action of the Board in respect of any question arising out
of or in connection with the administration, interpretation and application of
the Plan and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.

4.4 Indemnity of Board

To the extent permitted by applicable law, the Employer shall indemnify,
hold harmless and defend the Board against any and all claims, loss, damage,
expense or liability arising from any action or failure to act with respect to
this Plan, provided that the Board was acting in accordance with the applicable
standard of care.

-6-

ARTICLE V--CLAIMS PROCEDURE

5.1 Claim

Any person claiming a benefit, requesting an interpretation or ruling under
the Plan, or requesting information under the Plan shall present the request in
writing to the Board who shall respond in writing as soon as practicable.

5.2 Denial of Claim

If the claim or request is denied, the written notice of denial should
state:

(a) The reason for denial, with specific reference to the Plan provisions
on which the denial is based.
(b) A description of any additional material or information required and
an explanation of why it is necessary.
(c) An explanation of the Plan's claims review procedure.

5.3 Review of Claim

Any person whose claim or request is denied or who has not received a
response within thirty (30) days may request a review by notice given in writing
to the Board. The claim or request shall be reviewed by the Board who may, but
shall not be required to, grant the claimant a hearing. On review, the claimant
may have representation, examine pertinent documents, and submit issues and
comments in writing.

5.4 Final Decision

The decision on review shall normally be made within sixty (60) days. If an
extension of time is required for a hearing or other special circumstances, the
claimant shall be notified and the time limit shall be one hundred twenty (120)
days. The decision shall be in writing and shall state the reason and the
relevant Plan provisions. All decisions on review shall be final and bind all
parties concerned.

ARTICLE VI- BENEFICIARY DESIGNATION

6.1 Beneficiary Designation

Each Participant shall have the right, at any time, to designate any person
or persons as his Beneficiary or Beneficiaries (both primary as well as
secondary) to whom benefits under this Plan shall be paid in the event of his
death prior to complete distribution to the Participant of the benefits due
under the Plan. Each Beneficiary designation shall be in a written form
prescribed by the Committee, and will be effective only when filed with the
Committee during the Participant's lifetime.

6.2 Amendments: Marital Status

Any Beneficiary designation may be changed by a Participant without the
consent of any designated Beneficiary by the filing of a new Beneficiary
designation with the Committee. The filing of a new Beneficiary designation form
will cancel all Beneficiary designations previously filed. If a Participant's
Compensation is community property, any Beneficiary designation shall be valid
or effective only as permitted under applicable law.

-7-

6.3 No Participant Designation

In the absence of an effective Beneficiary designation, or if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Participant's designated
Beneficiary shall be deemed to be the Participant's estate.

6.4 Effect of Payment

The payment to the deemed Beneficiary shall completely discharge the
Employer's obligations under this Plan.

ARTICLE VII--TERMINATION, SUSPENSION OR AMENDMENT

7.1 Termination, Suspension or Amendment of Plan

The Board may, in its sole discretion, terminate or suspend this Plan at
any time or from time to time, in whole or in part. The Board may amend this
Plan at any time or from time to time. Any amendment may provide different
benefits or amounts of benefits from those herein set forth. However, no such
termination, suspension or amendment shall adversely affect the benefits of
Participants which have accrued prior to such action or the benefits of any
Participant who has previously retired.

ARTICLE VIII--MISCELLANEOUS

8.1 Unfunded Plan

This Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of "management or
highly compensated employees" within the meaning of Sections 201, 301 and 401 of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
therefore to be exempt from the provisions Of Parts 2,3 and 4 of Title I of
ERISA. Accordingly, the Plan shall terminate and no further benefits shall be
paid hereunder in the event it is determined by a court of competent
jurisdiction or by an opinion of counsel that the Plan constitutes an employee
pension benefit plan within the meaning of Section 3(2) of ERISA which is not so
exempt.

-8-

8.2 Unsecured General Creditor

Participants shall have no legal or equitable rights, interest or claims in
any property or assets of the Employer, nor shall they be beneficiaries of, or
have any rights, claims or interests in any life insurance policies, annuity
contracts or the proceeds therefrom owned or which may be acquired by the
Employer except as provided for under the terms of separate Joint Beneficiary
Agreements. Except as may be provided in Section 7.3. such policies, annuity
contracts or other assets of the Employer shall not be held under any trust for
the benefit of Participants, or held in any way as collateral security for the
fulfilling of the obligations of the Employer under this Plan. Any and all of
the Employer's assets and policies shall be, and remain, the general, unpledged,
unrestricted assets of the Employer. The Employer's obligation under the Plan
shall be that of an unfunded and unsecured promise to pay money in the future.

8.3 Trust Fund

The Employer shall be responsible for the payment of all benefits provided
under the Plan. At its discretion, the Employer may establish one (1) or more
trusts, with such trustees as the Board may approve, for the purpose of
providing for the payment of such benefits. Such trust or trusts may be
irrevocable, but the assets thereof shall be subject to the claims of the
Employer's creditors. To the extent any benefits provided under the Plan are
actually paid from any such trust, the Employer shall have no further obligation
with respect thereto, but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Employer.

8.4 Nonassignability

Neither a Participant nor any other person shall have any right to commute,
sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt the amounts, if
any, payable hereunder, or any part thereof, which are, and all rights to which
are, expressly declared to be unassignable and nontransferable. No part of the
amount payable shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency.

8.5 Not a Contract of Employment

The terms and conditions of this Plan shall not be deemed to constitute a
contract of employment between the Employer and the Participant, and the
Participant shall have no rights against the Employer except as may otherwise be
specifically provided herein. Moreover, nothing in this Plan shall be deemed to
give a Participant the right to be retained in the service of the Employer or to
interfere with the right of the Employer to discipline or discharge him at any
time.

8.6 Protective Provisions

A Participant will cooperate with the Employer by furnishing any and all
information requested by the Employer, in order to facilitate the payment of
benefits hereunder, and by taking such physical examinations as the Employer may
deem necessary and taking such other action as may be requested by the Employer.

8.7 Terms

Whenever any words are used herein in the masculine, they shall be
construed as though they were used in the feminine in all cases where they would
so apply; and wherever any words are used herein in the singular or in the
plural, they shall be construed as though they were used in the plural or
singular, as the case may be, in all cases where they would so apply.

-9-

8.8 Captions

The captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.

8.9 Governing Law

The provisions of this Plan shall be construed, interpreted and governed in
all respects in accordance with applicable federal law and, to the extent not
preempted by such federal law, in accordance with the laws of the State of
California.

8.10 Validity

If any provision of this Plan shall beheld illegal or invalid for any
reason, the remaining provisions shall nevertheless continue in full force and
effect without being impaired or invalidated in any way.

8.11 Notice

Any notice or filing required or permitted to be given to the Board under
the Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, to any Board, or to the Employer's statutory
agent. Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.

8.12 Successors

The provisions of this Plan shall bind and inure to the benefit of the
Employer and its successors and assigns. The term successors as used herein
shall include any corporate or other business entity which shall, whether by
merger, consolidation, purchase or otherwise acquire all or substantially all of
the business and assets of the Employer, and successors of any such corporation
or other business entity.

TRICO BANCSHARES

By: /s/ William J. Casey
----------------------------------------------
Chairman

By: /s/ Wendell J. Lundberg
----------------------------------------------
Secretary

Dated: August 3, 2004
--------------------------

-10-

Exhibit 1

Participation Agreement
The 2004 TriCo Bancshares Supplemental Retirement Plan for Directors

Participant: (INSERT NAME)
-------------------------------------

Eligibility Date: (INSERT DATE OF ELIGIBILITY)
-------------------------------------

The above named Participant is authorized to receive benefits pursuant to the
2004 TriCo Bancshares Supplemental Retirement Plan for Directors. Benefit
accrual shall commence as of the Eligibility Date listed above.

Waiver and Release of Claims
In granting this benefit to the Participant, TriCo Bancshares and the
Participant acknowledge that any benefits earned in the 1987 Plan are frozen at
the level accrued as of December 31, 2003. The parties mutually agree that these
benefits will be provided by the 2004 TriCo Bancshares Supplemental Retirement
Plan for Directors which replaces any benefits the Participant may have been
eligible to receive pursuant to the Tri Counties Bank Supplemental Retirement
Plan for Directors September 1, 1987 and restated as of January 1, 2001. The
parties mutually agree that any obligations due the Participant under the terms
of the 1987 Plan are fully satisfied by the benefits provided by the TriCo
Bancshares 2004 Supplemental Executive Retirement Plan.

Participant:
------------------------------------
(type name)

TriCo Bancshares:
------------------------------------
(authorized executive)

Date:
------------------------------------
(date Agreement is signed)

-11-

EXHIBIT 2

Beneficiary Designation Form
The 2004 TriCo Bancshares Supplemental Retirement Plan For Directors

I. PRIMARY DESIGNATION
(You may refer to the beneficiary designation information prior to
completion of this form.)

A. Person(s) as a Primary Designation:
(Please indicate the percentage for each beneficiary.)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

B. Estate as a Primary Designation:

My Primary Beneficiary is The Estate of
--------------------------------------
as set forth in the last will and testament dated the day of
-----
, and any codicils thereto.
- ------------- -----

C. Trust as a Primary Designation:

Name of the Trust:
------------------------------------------------------------
Execution Date of the Trust: / /
----- ----- ---------
Name of the Trustee:
-----------------------------------------------------------

Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):
-------------------------------------------------------------------

- --------------------------------------------------------------------------------

Is this an Irrevocable Life Insurance Trust? Yes No
-------- --------
(If yes and this designation is for a Split Dollar agreement, an Assignment of
Rights form should be completed.)

-12-

II. SECONDARY (CONTINGENT) DESIGNATION

A. Person(s) as a Secondary (Contingent)Designation:
(Please indicate the percentage for each beneficiary.)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

B. Estate as a Secondary (Contingent) Designation:

My Secondary Beneficiary is The Estate of
--------------------------------------
as set forth in the last will and testament dated the day of
-----
, and any codicils thereto.
- ------------- -----

C. Trust as a Secondary (Contingent) Designation:

Name of the Trust:
------------------------------------------------------------
Execution Date of the Trust: / /
----- ----- ---------
Name of the Trustee:
-----------------------------------------------------------

Beneficiary(ies) of the Trust (please indicate the percentage for each

beneficiary):
-------------------------------------------------------------------

- --------------------------------------------------------------------------------

All sums payable under this Agreement by reason of my death shall be paid to the
Primary Beneficiary(ies), if he or she survives me, and if no Primary
Beneficiary(ies) shall survive me, then to the Secondary (Contingent)
Beneficiary(ies). This beneficiary designation is valid until the participant
notifies the bank in writing.

- --------------------------------------- ----------------------
Participant Date

-13-

Exhibit 10.14

Tri Counties Bank Supplemental Executive Retirement Plan effective September 1,
1987, and amended and restated January 1, 2004

TRI COUNTIES BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective September 1, 1987

Amended and restated January 1, 2004

TABLE OF CONTENTS

ARTICLE I PURPOSE; EFFECTIVE DATE 4

ARTICLE II DEFINITIONS 4
2.1 Actuarial Equivalent 4
2.2 Beneficiary 4
2.3 Board 4
2.4 Change in Control 4
2.5 Committee 4
2.6 Compensation 4
2.7 Disability 5
2.8 Early Retirement Date 5
2.9 Employer 5
2.10 Final Average Compensation 5
2.11 Normal Retirement Date 5
2.12 Participant 5
2.13 Participant Agreement 5
2.14 Retirement 5
2.15 Supplemental Retirement Benefit 5
2.16 Target Retirement Percentage 5
2.17 Years of Credited Service 5

ARTICLE III PARTICIPATION AND VESTING 5
3.1 Eligibility and Participation 5
3.2 Change in Employment Status 6
3.3 Vesting 6
3.4 Suicide; Misrepresentation 6
3.5 Discharge for Cause 6

ARTICLE IV SURVIVOR BENEFITS 6
4.1 Pre-Determination Survivor Benefit 6
4.2 Post-Termination Survivor Benefit 6

ARTICLE V SUPPLEMENTAL RETIREMENT BENEFITS 7
5.1 Normal Retirement Benefit 7
5.2 Early Retirement Benefit 7
5.3 Early Termination Benefits 8
5.4 Reduction for Early Commencement of Benefits 8
5.5 Form of Benefit Payment 8
5.6 Commencement of Benefit Payments 8
5.7 Withholding; Payroll Taxes 8
5.8 Payment to Guardian 8

ARTICLE VI BENEFICIARY DESIGNATION 8
6.1 Beneficiary Designation 8
6.2 Amendments; Marital Status 9
6.3 No Participant Designation 9
6.4 Effect of Payment 9

ARTICLE VII ADMINISTRATION 9
7.1 Committee; Duties 9
7.2 Agents 9
7.3 Binding Effect of Decisions 9
7.4 Indemnity of Committee 9

-2-

ARTICLE VIII CLAIMS PROCEDURE 9
8.1 Claim 9
8.2 Denial of Claim 9
8.3 Review of Claim 10
8.4 Final Decision 10

ARTICLE IX TERMINATION, SUSPENSION OR AMENDMENT 10
9.1 Termination, Suspension or Amendment of Plan 10

ARTICLE X MISCELLANEOUS 10
10.1 Unfunded Plan 10
10.2 Unsecured General Creditor 10
10.3 Trust Fund 10
10.4 Nonassignability 10
10.5 Not a Contract of Employment 11
10.6 Protective Provisions 11
10.7 Terms 11
10.8 Captions 11
10.9 Governing Law 11
10.10 Validity 11
10.11 Notice 11
10.12 Successors 11

-3-

TRI COUNTIES BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE I: PURPOSE; EFFECTIVE DATE

The purpose of this Supplemental Executive Retirement Plan (the "Plan") is
to provide supplemental retirement benefits for certain key employees of TriCo
Bancshares, Tri Counties Bank, and subsidiaries or affiliates thereof. It is
intended that the Plan will aid in retaining and attracting individuals of
exceptional ability by providing them with these benefits. This Plan shall be
effective as of September 1, 1987.

ARTICLE II: DEFINITIONS

For the purposes of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

2.1 Actuarial Equivalent. "Actuarial Equivalent" means equivalence in value
between two or more forms and/or times of payment based on a determination by an
actuary chosen by the Committee, using sound actuarial assumptions at the time
of such determination.

2.2 Beneficiary. "Beneficiary" means the person, persons or entity entitled
under Article VI to receive any Plan benefits payable after a Participant's
death.

2.3 Board. "Board" means the Board of Directors of TriCo Bancshares.

2.4 Change in Control. A "Change of Control" shall occur:

(a) upon TriCo Bancshares' knowledge that any person (as such term is used
in Sections 13(d) and l4(d)(2) of the Securities Exchange Act of 1934, as
amended) is or becomes "the beneficial owner" (as defined in Rule l3d-3 of
the Exchange Act), directly or indirectly, of TriCo Bancshares shares
representing 40% or more of the combined voting power of the then
outstanding securities; or

(b) upon the first purchase of the Common Stock of TriCo Bancshares
pursuant to a tender or exchange offer (other than a tender or exchange
offer made by TriCo Bancshares); or

(c) upon the approval by the stockholders of TriCo Bancshares of a merger
or consolidation (other than a merger or consolidation in which TriCo
Bancshares is the surviving corporation and which does not result in any
reclassification or reorganization of TriCo Bancshares' then outstanding
securities), a sale or disposition of all or substantially all of TriCo
Bancshares' assets or a plan of liquidation or dissolution of TriCo
Bancshares; or

(d) if, during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of TriCo
Bancshares cease for any reason to constitute at least a majority thereof,
unless the election or nomination for the election by the stockholders of
TriCo Bancshares of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period.

2.5 Committee. "Committee" means the Administrative Committee appointed by
the Chairman of the Board to administer the Plan pursuant to Article VII.

2.6 Compensation. "Compensation" means the base salary and bonuses paid to
a Participant and considered to be "wages" for purposes of federal income tax
withholding. Compensation shall be calculated before reduction for any amounts
deferred pursuant to any deferral arrangement by which the Participant can defer
the current receipt of income. Compensation does not include expense
reimbursements, or any form of non-cash compensation or benefits.

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2.7 Disability. "Disability" means a physical or mental condition which, in
the opinion of the Committee, prevents an employee from satisfactorily
performing his usual duties for the Employer. The Committee's decision as to
Disability will be based upon medical reports and/or other evidence satisfactory
to the Committee.

2.8 Early Retirement Date. "Early Retirement Date" means the date on which
a Participant terminates employment with the Employer, if such termination date
occurs on or after such Participant's attainment of age 55 and completion of 10
Years of Credited Service, but prior to his Normal Retirement Date.

2.9 Employer. "Employer" means TriCo Bancshares, Tri Counties Bank, and any
affiliated or subsidiary corporation designated by the Board, or any successors
to the businesses thereof.

2.10 Final Average Compensation. "Final Average Compensation" means the
Participant's Compensation during the 36 full consecutive calendar months out of
the last 60 calendar months of employment with the Employer during which the
Participant's Compensation is the highest, divided by 36.

2.11 Normal Retirement Date. "Normal Retirement Date" means the date on
which the Participant terminates employment with the Employer if such
termination date occurs on or after the Participant's attainment of age 65.
"Normal Retirement Date" shall also mean the date on which the Participant
terminates employment with the Employer for any reason, without regard to age or
service, within 24 months following a Change of Control.

2.12 Participant. "Participant" means any individual who is participating
in or has participated in this Plan, and who has not yet received his full
benefit hereunder, as provided in Article III.

2.13 Participation Agreement. "Participation Agreement" means the agreement
filed by a Participant and approved by the Board pursuant to Article III.

2.14 Retirement. "Retirement" means a Participant's termination from
employment with the Employer at the Participant's Early Retirement Date or
Normal Retirement Date, as applicable.

2.15 Supplemental Retirement Benefit. "Supplemental Retirement Benefit"
means the benefit determined under Article V of this Plan.

2.16 Target Retirement Percentage. "Target Retirement Percentage" shall
equal 70% multiplied by a fraction, the numerator of which is the Participant's
Years of Credited Service, not to exceed 20, and the denominator of which is 20.

2.17 Years of Credited Service. . "Years of Credited Service" means the
number of years of credited vesting service as of December 31, 2003 determined
in accordance with the provisions of the TriCo Bancshares Employee Stock
Ownership Plan, or any successor thereto, whether or not the Participant is a
participant in such plan.

ARTICLES III: PARTICIPATION AND VESTING

3.1 Eligibility and Participation.

(a) Eligibility. Eligibility to participate in the Plan is limited to
those key employees of the Employer that are designated, from time to time,
by the Board.

(b) Participation. An employee's participation in the Plan shall be
effective upon notification of such person by the Committee of eligibility
to participate, completion of a Participation Agreement by such person, and
acceptance of the Participation Agreement by the Committee. Except as
modified by paragraph 3.2 below, participation in the Plan shall continue
until such time as the Participant terminates employment with the Employer
and as long thereafter as the Participant is eligible to receive benefits
under this Plan.

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3.2 Change in Employment Status. If the Board determines that a
Participant's employment performance is no longer at a level which deserves
reward through participation in this Plan, but does not terminate the
Participant's employment with the Employer, participation herein and eligibility
to receive benefits hereunder shall be limited to the Participant's vested
interest in such benefits as of the date designated by the Board. In such an
event, the benefits payable to the Participant shall be based solely on the
Participant's Years of Credited Service and Compensation as of the date
designated by the Board.

3.3 Vesting. A Participant whose employment with the Employer terminates
because of Disability, Normal Retirement, Death or within 24 months after a
Change in Control shall be 100% vested in the Participant's Supplemental
Retirement Benefit. On any other termination (including a termination of
participation in accordance with Section 3.2), vesting shall be at a rate equal
to 10% for each completed Year of Credited Service up to a maximum of 100%, but
in no event shall service past December 31, 2003 be considered.

3.4 Suicide; Misrepresentation. Notwithstanding the provisions of Section
3.3 and Article IV and V, no benefit shall be paid to a Beneficiary if the
Participant's death occurs as a result of suicide during the 24 successive
calendar months beginning with the calendar month following the commencement of
an individual's participation in this Plan. Similarly, no benefit shall be paid
if death occurs within the 24 successive calendar months following commencement
of an individual's participation in the Plan if the Participant has made a
material misrepresentation in any form or document provided by the Participant
to or for the benefit of the Employer.

3.5 Discharge for Cause. Notwithstanding the provisions of Section 3.3 and
Articles IV and V, no benefit shall be paid hereunder if a Participant's
employment has been terminated for "cause." A termination for cause is a
termination by reason of the Board's good faith determination that the
Participant (i)acted dishonestly or engaged in willful misconduct in the
performance of his duties for the Employer, (ii) breached a fiduciary duty to
the Employer for personal profit to himself, (iii) intentionally failed to
perform reasonably assigned duties, or (iv) willfully violated any law, rule or
regulation (other than traffic violations or similar offenses) or any final
cease and desist order. Notwithstanding the foregoing, in no event will the
Participant be subject to termination for cause pursuant to clause (ii) or (iii)
above until the Board shall have given written notice to the Participant
specifically setting forth the claimed cause, and Participant shall have failed
to cure, correct, or prevent the alleged default from continuing within 30 days
after receipt of such written notice.

ARTICLE IV: SURVIVOR BENEFITS

4.1 Pre-Determination Survivor Benefit. Subject to Section 3.4, if a
Participant dies while employed by the Employer, the Employer shall pay a
survivor benefit to the Participant's Beneficiary as follows:

(a) Amount. The amount of the pre-termination survivor benefit shall be
equal to the greater of the accrued Supplemental Retirement Benefit or 36
times the Participant's Final Average Compensation.

(b) Payment. The pre-termination survivor benefit shall be paid to the
Beneficiary in the form of 10 equal annual installments, without interest,
with the first installment paid as soon as practicable after death and the
remaining installments paid on the anniversary of the date of death.

4.2 Post-Termination Survivor Benefit.

(a) Death Prior to Commencement of Benefits. Subject to Section 3.4, if a
Participant dies following his termination of employment with the Employer
and prior to the commencement of benefits hereunder, the Employer shall pay
a survivor benefit to the Participant's Beneficiary as follows:

(i) Amount. The amount of the post-termination survivor benefit shall
be equal to the Actuarial Equivalent value of the Participant's
Supplemental Retirement Benefit determined under Article V, calculated
as of the date benefits were to have commenced had the Participant
survived.

(ii) Payment. The post-termination survivor benefit shall be paid to
the Beneficiary in the form of 10 equal annual installments, without
interest, with the first installment paid as soon as practicable after
death and the remaining installments paid on the anniversary of the
date of death.

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(b) Death After Commencement of Benefits. If a Participant dies following
his termination of employment with the Employer and after payments have
commenced in accordance with the form of benefit determined under Section
5.4, a survivor benefit will be paid if, and to the extent, provided for
under such form of benefit.

ARTICLE V: SUPPLEMENTAL RETIREMENT BENEFITS

5.1 Normal Retirement Benefit. Commencing on the first day of the month
following a Participant's Normal Retirement Date, the Employer shall pay to the
Participant a monthly Supplemental Retirement Benefit equal to the Target
Retirement Percentage multiplied by the Participant's Final Average
Compensation, less the amount in either (a) or (b).

(a) In the event payments commence on or after the Participant's age 65,
the offsets shall be the sum of:

(i) 100% of the Participant's monthly primary Social Security benefit
determined at age 65; and

(ii) The Participant's benefit in the form of a monthly single life
annuity under the TriCo Bancshares Employee Stock Ownership Plan, or
any successor plan thereto.

(iii)The Participant's benefit in the form of a monthly single life
annuity under the Profit Sharing Plan of the Tri Counties Bank, or any
successor plan thereto.

(iv) The monthly benefit payable to the Participant as a single life
annuity at age 65 under the Tri Counties Bank frozen tax-qualified
defined benefit plan.

(b) In the event payments commence prior to the Participant's age 65, the
offsets shall be the sum of:

(i) 100% of the Participant's monthly primary Social Security benefit
payable at age 65 under the Social Security Act in effect at the time
benefits commence, assuming level earnings to age 65; and

(ii) The Participant's benefit in the form of a monthly single life
annuity commencing at age 65 under the TriCo Bancshares Employee Stock
Option Plan, or any successor plan thereto, assuming no interest is
earned by the Participant's account from the date of termination of
employment with Employer until age 65.

(iii)The Participant's benefit in the form of monthly single life
annuity under the Profit Sharing Plan of the Tri Counties Bank, or any
successor plan thereto, assuming no interest is earned by the
Participant's account from the date of termination of employment with
Employer until age 65.

(iv) The monthly benefit payable to the Participant as a single life
annuity at age 65 under the Tri Counties Bank frozen tax-qualified
defined benefit plan.

5.2 Early Retirement Benefit. If a Participant retires at an Early
Retirement Date, the Employer shall pay to the Participant a monthly
Supplemental Retirement Benefit as determined under Sections 5.1(b) and 5.4.
Payment shall commence on the first day of the second month following the
Participant's Normal Retirement Date. The Participant may, however, request the
commencement of benefits before the Normal Retirement Date and the Committee
may, in its sole discretion, grant or deny such request. If the Participant's
benefits commence before the Normal Retirement Date, the amount of the payments
shall be adjusted pursuant to Section 5.4 below.

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5.3 Early Termination Benefits.

(a) If a vested Participant terminates employment with the Employer prior
to Retirement or death, the Employer shall pay to the Participant,
commencing on the first day of the month following the date on which the
Participant attains age 65, the Supplemental Retirement Benefit as
determined under Section 5.1.

(b) At the Participant's request, the Committee may, in its sole
discretion, commence payment of the benefit under this Section 5.3 on or
after the first day of any month after the Participant attains age 55 and
before he attains age 65. In that event, the monthly Supplemental
Retirement Benefit as determined under Sections 5.1 and 5.4.

5.4 Reduction for Early Commencement of Benefits. If a Participant receives
a Supplemental Retirement Benefit under this Plan before the Participant's
Normal Retirement Date, the monthly Supplemental Retirement Benefit as
determined under Section 5.1 shall be reduced by .5% per month for each year by
which the benefit commencement date precedes the Participant's age 65. In no
event shall the commencement of benefits precede the Participant's age 55. The
percentages stated above shall be prorated for partial months.

5.5 Form of Benefit Payment. The Supplemental Retirement Benefit shall be
paid in the basic form provided below, unless, at the Participant's request, the
Committee, in its sole discretion, selects an alternative form. Any form
requested by the Participant shall be considered by the Committee, but shall not
be binding. Any alternative form shall be the Actuarial Equivalent of the basic
form of benefit payments. The basic and alternative forms of payment are as
follows:

(a) Basic Form of Benefit Payments. Monthly single life annuity with a 10
year certain for the Participant's life.

(b) Alternative Forms of Benefit Payment.

(i) joint and survivor annuity with payment continued to the survivor
in the same amount as the amount paid to the Participant.

(ii) A joint and survivor annuity with payment continued to the
survivor and one-half of the amount paid to the Participant.

(iii)Any other Actuarial Equivalent method as approved by the Board.

5.6 Commencement of Benefit Payments. Notwithstanding any other provision
of this Plan to the contrary, no benefits shall be paid under this Article V
until 30 days after an appropriate application therefor has been made.

5.7 Withholding; Payroll Taxes. The Employer shall withhold from payments
made hereunder any taxes required to be withheld from a Participant's wages
under federal, state or local law. However, a Beneficiary may elect not to have
withholding for federal income tax purposes pursuant to Section 3405(a) (2) of
the Internal Revenue Code, or any successor provision thereto.

5.8 Payment to Guardian. If a Plan benefit is payable to a minor or a
person declared incompetent or to a person incapable of handling the disposition
of his property, the Committee may direct payment of such Plan benefit to the
guardian, legal representative or such person having the care and custody of
such minor, incompetent or person. The Committee may require proof of
incompetency, minority, incapacity or guardianship as it may deem appropriate
prior to distribution of the Plan benefit. Such distribution shall completely
discharge the Committee and the Employer from all liability with respect to such
benefit.

ARTICLE VI: BENEFICIARY DESIGNATION

6.1 Beneficiary Designation. Each Participant shall have the right, at any
time, to designate any person or persons as his Beneficiary or Beneficiaries
(both primary as well as secondary) to whom benefits under this Plan shall be
paid in the event of his death prior to complete distribution to the Participant
of the benefits due under the Plan. Each Beneficiary designation shall be in a
written form prescribed by the Committee, and will be effective only when filed
with the Committee during the Participant's lifetime.

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6.2 Amendments; Marital Status. Any Beneficiary designation may be changed
by a Participant without the consent of any designated Beneficiary by the filing
of a new Beneficiary designation with the Committee. The filing of a new
Beneficiary designation form will cancel all Beneficiary designations previously
filed. If a Participant's Compensation is community property, any Beneficiary
designation shall be valid or effective only as permitted under applicable law.

6.3 No Participant Designation. In the absence of an effective Beneficiary
designation, or if all designated Beneficiaries predecease the Participant or
die prior to complete distribution of the Participant's benefits, then the
Participant's designated Beneficiary shall be deemed to be the Participant's
estate.

6.4 Effect of Payment. The payment to the deemed Beneficiary shall
completely discharge the Employer's obligations under this Plan.

ARTICLE VII: ADMINISTRATION

7.1 Committee; Duties. This Plan shall be administered by an Administrative
Committee which shall consist of not less than three persons appointed by the
Chairman of the Board. Any member of the Committee may be removed at any time by
the Board. Any member may resign by delivering his written resignation to the
Board. Upon the existence of any vacancy, the Board may appoint a successor. The
Committee shall have the authority to make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of this Plan and decide
or resolve any and all questions including interpretations of this Plan, as may
arise in connection with the Plan. A majority of the members of the Committee
shall constitute a quorum for the transaction of business. A majority vote of
the Committee members constituting a quorum shall control any decision.

7.2 Agents. In the administration of this Plan, the Committee may, from
time to time, employ agents and delegate to them such administrative duties as
it sees fit, and may from time to time consult with counsel who may be counsel
to the Employer.

7.3 Binding Effect of Decisions. The decision or action of the Committee in
respect of any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan.

7.4 Indemnity of Committee. The Employer shall indemnify and hold harmless
the members of the Committee against any and all claims, loss, damage, expense,
or liability arising from any action or failure to act with respect to this
Plan, except in the case of gross negligence or willful misconduct.

ARTICLE VIII: CLAIMS PROCEDURE

8.1 Claim. Any person claiming a benefit, requesting an interpretation or
ruling under the Plan, or requesting information under the Plan shall present
the request in writing to the Committee which shall respond in writing as soon
as practicable.

8.2 Denial of Claim. If the claim or request is denied, the written notice
of denial should state:

(a) The reason for denial, with specific reference to the Plan provisions
on which the denial is based.

(b) A description of any additional material or information required and
an explanation of why it is necessary.

(c) An explanation of the Plan's claim review procedure.

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8.3 Review of Claim. Any person whose claim or request is denied or who has
not received a response within 30 days may request a review by notice given in
writing to the Committee. The claim or request shall be reviewed by the
Committee who may, but shall not be required to, grant the claimant a hearing.
On review, the claimant may have representation, examine pertinent documents,
and submit issues and comments in writing.

8.4 Final Decision. The decision on review shall normally be made within 60
days. If an extension of time is required for a hearing or other special
circumstances, the claimant shall be notified and the time limit shall be 120
days. The decision shall be in writing and shall state the reason and the
relevant Plan provisions. All decisions on review shall be final and bind all
parties concerned.

ARTICLE IX: TERMINATION, SUSPENSION OR AMENDMENT

9.1 Termination, Suspension or Amendment of Plan. The Board may, in its
sole discretion, terminate or suspend this Plan at any time or from time to
time, in whole or in part. The Board may amend this Plan at any time or from
time to time. Any amendment may provide different benefits or amounts of
benefits from those herein set forth. However, no such termination, suspension
or amendment shall adversely affect the benefits of Participants which have
accrued prior to such action, the benefits of any Participant who has previously
retired, or the benefits of any Beneficiary of a Participant who has previously
died. Furthermore, no termination, suspension or amendment shall alter the
applicability of the vesting schedule in Section 33 with respect to a
Participant's accrued benefit at the time of such termination, suspension or
amendment.

ARTICLE X: MISCELLANEOUS

10.1 Unfunded Plan. This Plan is intended to be an unfunded plan maintained
primarily to provide deferred compensation benefits for a select group of
"management or highly compensation employees" within the meaning of Sections
201, 301, and 401 of the Employee Retirement Income Security act of 1974, as
amended ("ERISA"), and therefore to be exempt from the provisions of Parts 2, 3,
and 4 of Title I of ERISA. Accordingly, the Plan shall terminate and no further
benefits shall be paid hereunder in the event it is determined by a court of
competent jurisdiction or by an opinion of counsel that the Plan constitutes an
employee pension benefit plan within the meaning of Section 3(2) of ERISA which
is not so exempt.

10.2 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, interest
or claims in any property or assets of the Employer, nor shall they be
Beneficiaries of, or have any rights, claims or interests in any life insurance
policies, annuity contracts, or the proceeds therefrom owned or which may be
acquired by the Employer. Except as may be provided in Section 10.3, such
policies, annuity contracts or other assets of the Employer shall not be held
under any trust for the benefit of Participants, their Beneficiaries, heirs,
successors or assigns, or held in any way as collateral security for the
fulfilling of the obligations of the Employer under this Plan. Any and all of
the Employer's assets and policies shall be, and remain, the general, unpledged,
unrestricted assets of the Employer. The Employer's obligation under the Plan
shall be that of an unfunded and unsecured promise to pay money in the future.

10.3 Trust Fund. The Employer shall be responsible for the payment of all
benefits provided under the Plan. At its discretion, the Employer may establish
one or more trusts, with such trustees as the Board may approve, for the purpose
of providing for the payment of such benefits. Such trust or trusts may be
irrevocable, but the assets thereof shall be subject to the claims of the
Employer's creditors. To the extent any benefits provided under the Plan are
actually paid from any such trust, the Employer shall have no further obligation
with respect thereto, but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Employer.

10.4 Nonassignability. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate or convey in advance of actual
receipt the amounts, if any, payable hereunder, or any part thereof, which are,
and all rights to which are, expressly declared to be unassignable and
nontransferable. No part of the amount payable shall, prior to actual payment,
be subject to seizure or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Participant or any other person, nor
be transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.

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10.5 Not a Contract of Employment. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between the Employer
and the Participant, and the Participant (or his Beneficiary) shall have no
rights against the Employer except as may otherwise be specifically provided
herein. Moreover, nothing in this Plan shall be deemed to give a Participant the
right to be retained in the service of the Employer or to interfere with the
right of the Employer to discipline or discharge him at any time.

10.6 Protective Provisions. A Participant will cooperate with the Employer
by furnishing any and all information requested by the Employer, in order to
facilitate the payment of benefit hereunder, and by taking such physical
examinations as the Employer may deem necessary and taking such other action as
may be requested by the Employer.

10.7 Terms. Whenever any words are used herein in the masculine, they shall
be construed as though they were used in the feminine in all cases where they
would so apply; and wherever any words are used herein in the singular or in the
plural, they shall be construed as though they were used in the plural or
singular, as the case may be, in all cases where they would so apply.

10.8 Captions. The captions of the articles, sections, and paragraphs of
this Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.

10.9 Governing Law. The provisions of this Plan shall be construed,
interpreted, and governed in all respects in accordance with applicable federal
law and, to the extent not preempted by such federal law, in accordance with the
laws of the State of California.

10.10 Validity. If any provision of this Plan shall be held illegal or
invalid for any reason, the remaining provisions shall nevertheless continue in
full force and effect without being impaired or invalidated in any way.

10.11 Notice. Any notice or filing required or permitted to be given to the
Committee under the Plan shall be sufficient in writing and hand delivered, or
sent by registered or certified mail, to any member of the Committee, or to the
Employer's statutory agent. Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.

10.12 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Employer and its successors and assigns. The term successors as
used herein shall include any corporate or other business entity which shall,
whether by merger, consolidation, purchase or otherwise acquire all or
substantially all of the business and assets of the Employer, and successors of
any such corporation or other business entity.

TRICO BANCSHARES

By: /s/ William J. Casey
----------------------------------------------
Chairman

By: /s/ Wendell J. Lundberg
----------------------------------------------
Secretary

Dated: August 3, 2004

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Exhibit 10.15

The 2004 TriCo Bancshares Supplemental Executive Retirement Plan effective
January 1, 2004

THE 2004

TRICO BANCSHARES

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective January 1, 2004

TABLE OF CONTENTS
Page

ARTICLE I PURPOSE; EFFECTIVE DATE 4
ARTICLE II DEFINITIONS 4
2.1 Actuarial Equivalent 4
2.2 Board 4
2.3 Change in Control 4
2.4 Committee 5
2.5 Compensation 5
2.6 Disability 5
2.7 Early Retirement Date 5
2.8 Employer 5
2.9 Final Average Compensation 5
2.10 Normal Retirement Date 5
2.11 Participant 5
2.12 Participation Agreement 5
2.13 Retirement 5
2.14 Supplemental Retirement Benefit 6
2.15 Target Retirement Percentage 6
2.16 Years of Credited Service 6
2.17 Applicable Percentage 6
ARTICLE III PARTICIPATION AND VESTING 7
3.1 Eligibility and Participation 7
3.2 Change in Employment Status 7
3.3 Eligibility for Benefits 7
3.4 Involuntary Termination 8

ARTICLE IV SUPPLEMENTAL RETIREMENT BENEFITS 9
4.1 Normal Retirement Benefit 9
4.2 Early Retirement Benefit 9
4.3 Early Termination Benefits 9
4.4 Reduction for Early Commencement
of Benefits 10
4.5 Form of Benefit Payment 10
4.6 Commencement of Benefit Payments 10
4.7 Withholding; Payroll Taxes 10
4.8 Payment to Guardian 10

ARTICLE V ADMINISTRATION 11
5.1 Committee; Duties 11
5.2 Agents 11
5.3 Binding Effect of Decisions 11
5.4 Indemnity of Committee 11

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TABLE OF CONTENTS

(Continued)
Page
ARTICLE VI BENEFICIARY DESIGNATION 11
6.1 Beneficiary Designation 11
6.2 Amendments: Marital Status 11
6.3 No Participant Designation 11
6.4 Effect of Payment 11

ARTICLE VII CLAIMS PROCEDURE 12
7.1 Claim 12
7.2 Denial of Claim 12
7.3 Review of Claim 12
7.4 Final Decision 12

ARTICLE VIII TERMINATION, SUSPENSION OR AMENDMENT 12

ARTICLE IX MISCELLANEOUS 13
9.1 Unfunded Plan 13
9.2 Unsecured General Creditor 13
9.3 Trust Fund 13
9.4 Nonassignability 13
9.5 Not a Contract of Employment 13
9.6 Protective Provisions 13
9.7 Terms 14
9.8 Captions 14
9.9 Governing Law 14
9.10 Validity 14
9.11 Notice 14
9.12 Successors 14

EXHIBIT 1: Participation Agreement 15

EXHIBIT 2: Beneficiary Agreement 16

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THE 2004

TRICO BANCSHARES

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE I

PURPOSE; EFFECTIVE DATE

The purpose of this Supplemental Executive Retirement Plan (the "Plan") is
to provide supplemental retirement benefits for certain key employees of TriCo
Bancshares, Tri Counties Bank, and subsidiaries or affiliates thereof (the
"Employer") who are employed by the Employer on, or after January 1, 2004. It is
intended that the Plan will aid in retaining and attracting individuals of
exceptional ability by providing them with these benefits. This Plan shall be
effective as of January 1, 2004.

ARTICLE II

DEFINITIONS

For the purposes of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

2.1 Actuarial Equivalent. "Actuarial Equivalent" means equivalence
in value between two or more forms and/or times of payment based on a
determination by an actuary chosen by the Committee, using sound actuarial
assumptions at the time of such determination.

2.2 Board "Board" means the Board of Directors of TriCo Bancshares.

2.3 Change in Control. A "Change of Control" shall occur:

(a) upon TriCo Bancshares' knowledge that any person (as such term is used
in Sections 13(d) and l4(d)(2) of the Securities Exchange Act of 1934, as
amended) is or becomes "the beneficial owner" (as defined in Rule 13d-3 of
the Exchange Act), directly or indirectly, of TriCo Bancshares shares
representing 40% or more of the combined voting power of the then
outstanding securities; or

(b) upon the first purchase of the Common Stock of TriCo -Bancshares
pursuant to a tender or exchange offer (other than a tender or exchange
offer made by TriCo Bancshares); or

(c) upon the approval by the stockholders of TriCo Bancshares of a merger
or consolidation (other than a merger or consolidation in which TriCo
Bancshares is the surviving corporation and which does not result in any
reclassification or reorganization of TriCo Bancshares' then outstanding
securities), a sale or disposition of all or substantially all of TriCo
Bancshares' assets or a plan of liquidation or dissolution of TriCo
Bancshares; or

-4-

(d) if, during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of TriCo
Bancshares cease for any reason to constitute at least a majority thereof,
unless the election or nomination for the election by the stockholders of
TriCo Bancshares of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period.

2.4 Committee. "Committee" means the Compensation and Benefits Committee of
the Board of Directors of TriCo Bancshares.

2.5 Compensation. "Compensation" means the base salary and bonuses paid to
a Participant and considered to be "wages" for purposes of federal income tax
withholding. Compensation shall be calculated before reduction for any amounts
deferred pursuant to any deferral arrangement by which the Participant can defer
the current receipt of income. Compensation does not include expense
reimbursements, or any form of non-cash compensation or benefits.

2.6 Disability. "Disability" means a physical or mental condition which, in
the opinion of the Committee, prevents an employee from satisfactorily
performing his usual duties for the Employer. The Committee's decision as to
Disability will be based upon medical reports and/or other evidence satisfactory
to the Committee.

2.7 Early Retirement Date. "Early Retirement Date" means the date on which
a Participant terminates employment with the Employer, if such termination date
occurs on or after such Participant's attainment of age 55 and completion of
fifteen (15) Years of Credited Service, but prior to his Normal Retirement Date.

2.8 Employer. "Employer" means TriCo Bancshares, Tri Counties Bank, and any
affiliated or subsidiary corporation designated by the Board, or any successors
to the businesses thereof.

2.9 Final Average Compensation. "Final Average Compensation" means the
Participant's Compensation during the 36 full consecutive calendar months out of
the last 60 calendar months of employment with the Employer during which the
Participant's Compensation is the highest, divided by 36.

2.10 Normal Retirement Date. "Normal Retirement Date" shall mean the date
on which the Participant terminates employment with the Employer if such
termination date occurs on or after the Participant's attainment of age 62.
"Normal Retirement Date" shall also mean the date on which the Participant
terminates employment pursuant to Article 3.3 (e) following a Change in Control.

2.11 Participant. "Participant" means any individual who is participating
in or has participated in this Plan, and who has not yet received his full
benefit hereunder, as provided in Article III.

2.12 Participant Agreement. "Participation Agreement" means the agreement
filed by a Participant and approved by the Board pursuant to Article III.

2.13 Retirement. "Retirement" means a Participant's termination from
employment with the Employer at the Participant's Early Retirement Date or
Normal Retirement Date, as applicable.

-5-

2.14 Supplemental Retirement Benefit. "Supplemental Retirement Benefit"
means the benefit determined under Article IV of this Plan.

2.15 Target Retirement Percentage. "Target Retirement Percentage" shall
equal 70% multiplied by the percentage presented in the table below:

Full Years of Credited Service 1: 7%
Full Years of Credited Service 2: 13%
Full Years of Credited Service 3: 20%
Full Years of Credited Service 4: 27%
Full Years of Credited Service 5: 33%
Full Years of Credited Service 6: 40%
Full Years of Credited Service 7: 47%
Full Years of Credited Service 8: 53%
Full Years of Credited Service 9: 60%
Full Years of Credited Service 10: 67%
Full Years of Credited Service 11: 73%
Full Years of Credited Service 12: 80%
Full Years of Credited Service 13: 87%
Full Years of Credited Service 14: 93%
Full Years of Credited Service 15: 100%

2.16 Years of Credited Service. "Years of Credited Service" means the
number of years of credited vesting service determined in accordance with the
provisions of the TriCo Bancshares Employee Stock Ownership Plan, or any
successor thereto, whether or not the Participant is a participant in such plan,
or designated at the discretion of the Committee.

2.17 Applicable Percentage. The term "Applicable Percentage" shall mean
that percentage of the Supplemental Retirement Benefits that the Participant is
entitled to receive based on the circumstances surrounding the termination of
Employment. The Applicable Percentage of Supplemental Retirement Benefits shall
accrue on the following basis:

Full Years of Credited Service 1: 0%
Full Years of Credited Service 2: 0%
Full Years of Credited Service 3: 0%
Full Years of Credited Service 4: 0%
Full Years of Credited Service 5: 33%
Full Years of Credited Service 6: 40%
Full Years of Credited Service 7: 47%
Full Years of Credited Service 8: 53%
Full Years of Credited Service 9: 60%
Full Years of Credited Service 10: 67%
Full Years of Credited Service 11: 73%
Full Years of Credited Service 12: 80%
Full Years of Credited Service 13: 87%
Full Years of Credited Service 14: 93%
Full Years of Credited Service 15: 100%

-6-

ARTICLE III

PARTICIPATION AND VESTING

3.1 Eligibility and Participation.

(a) Eligibility. Eligibility to participate in the Plan is limited to
those key employees of the Employer that are designated, from time to time,
by the Board.

(b) Participation. An employee's participation in the Plan shall be
effective upon notification of such person by the Committee of eligibility
to participate, completion of a Participation Agreement by such person, and
acceptance of the Participation Agreement by the Committee. Except as
modified by paragraph 3.2 below, participation in the Plan shall continue
until such time as the Participant terminates employment with the Employer
and as long thereafter as the Participant is eligible to receive benefits
under this Plan.

3.2 Change in Employment Status. If the Board determines that a
Participant's employment performance is no longer at a level which deserves
reward through participation in this Plan, but does not terminate the
Participant's employment with the Employer, participation herein and eligibility
to receive benefits hereunder shall be limited to the Participant's vested
interest in such benefits as of the date designated by the Board. In such an
event, the benefits payable to the Participant shall be based solely on the
Participant's Years of Credited Service and Compensation as of the date
designated by the Board.

3.3 Eligibility for Benefits.

(a) Retirement on Normal Retirement Date: The Applicable Percentage for a
Participant whose employment with the Employer terminates on or after the
Normal Retirement Date shall be 100%.

(b) Retirement on or after Early Retirement Date but before Normal
Retirement Date: The Participant may elect to retire on a date that
constitutes an Early Retirement Date provided the Applicable Percentage is
67% or greater as of the effective date of Retirement.

(c) Termination Without Cause. If the Participant's employment is
terminated by the Employer without cause, the Participant shall be eligible
to receive benefits pursuant to the Target Retirement Percentage accrued as
of the effective date of Termination.

(d) Voluntary Termination. If the Employee's employment is terminated by
voluntary resignation other than for Early Retirement, the Employee shall
be entitled to be paid the following benefits:

(i) If the Applicable Percentage is one hundred percent (100%) as of
the date of termination, the Participant shall be entitled to be paid
the Target Retirement Percentage of the Supplemental Retirement
Benefits.

(ii) If the Applicable Percentage is less than one hundred percent
(100%) as of the date of termination, the Participant shall forfeit
any and all rights and benefits the Participant may have under the
terms of this Agreement and shall have no right to be paid any of the
amounts which would otherwise be due or paid to the Participant by the
Employer pursuant to the terms of this Agreement.

(e) Termination Following a Change in Control: In the event a Participant
is terminated pursuant to a Change in Control, the Applicable Percentage
shall be 100%. A termination shall be deemed to be in connection with a
Change in Control if, within two (2) years following the occurrence of a
Change in Control: The Participant's employment with the Employer is
terminated by either the Employee or the Employer other than because of a
Termination for Cause.

-7-

(f) Termination Following the Determination of Disability: The Applicable
Percentage for a Participant whose employment with the Employer terminates
because of Disability shall be 100%.

3.4 Involuntary Termination .

If a Participant is terminated for any reason identified in (a) (b) (c) or (d)
below, the Participant shall forfeit all benefits payable under this Plan.

(a) Gross negligence or gross neglect

(b) The commission of a felony, misdemeanor, or any other act involving
moral turpitude, fraud, or dishonesty which has a material adverse impact
on the Bank.

(c) The willful and intentional disclosure, without authority, of any
secret or confidential information concerning the Bank which has a material
adverse impact on the Bank.

(d) The willful and intentional violation of the rules or regulations of
any regulatory agency or government authority having jurisdiction over the
Bank, which has a material adverse effect upon the Bank

-8-

ARTICLE IV

SUPPLEMENTAL RETIREMENT BENEFITS

4.1 Normal Retirement Benefit. Commencing on the first day of the month
following a Participant's Normal Retirement Date, the Employer shall pay to the
Participant a monthly Supplemental Retirement Benefit equal to the Target
Retirement Percentage multiplied by the Participant's Final Average
Compensation, less the amount in either (a) or (b).

(a) In the event payments commence on or after the Participant's age 62,
the offsets shall be the sum of:

(i) l00% of the Participant's monthly primary Social Security benefit
determined as if the Participant were age 62; and

(ii) The Participant's benefit in the form of a monthly single life
annuity under the TriCo Bancshares Employee Stock Ownership Plan, or
any successor plan thereto.

(b) In the event payments commence prior to the Participant's age 62, the
offsets shall be the sum of:

(i) 100% of the Participant's monthly primary Social Security benefit
payable as if the Participant were age 62 under the Social Security
Act in effect at the time benefits commence, assuming level earnings
to age 62; and

(ii) The Participant's benefit in the form of a monthly single life
annuity commencing at age 62 under the TriCo Bancshares Employee Stock
Ownership Plan, or any successor plan thereto, assuming no interest is
earned by the Participant's account from the date of termination of
employment with Employer until age 62.

4.2 Early Retirement Benefit. If a Participant retires at an Early
Retirement Date, the Employer shall pay to the Participant a monthly
Supplemental Retirement Benefit as determined under Sections 4.1(b) and 4.4.

4.3 Early Termination Benefits.

(a) If a Participant terminates employment with the Employer prior to
Retirement, the Employer shall pay to the Participant, commencing on the
first day of the month following the date on which the Participant attains
age 62, the Supplemental Retirement Benefit will be paid as determined
under Section 4.1.

(b) At the Participant's request, the Committee may, in its sole
discretion, commence payment of the benefit under this Section 4.3 on or
after the first day of any month after the Participant attains age 55 and
before he attains age 62. In that event, the monthly Supplemental
Retirement Benefit will be paid as determined under Sections 4.1 and 4.4.

-9-

4.4 Reduction for Early Commencement of Benefits. If a Participant receives
a Supplemental Retirement Benefit under this Plan before the Participant's
Normal Retirement Date, the monthly Supplemental Retirement Benefit as
determined under Section 4.1 shall be reduced by .5% per month for each month by
which the benefit commencement date precedes the Participant's age 62; In no
event shall the commencement of benefits precede the Participant's 55th
birthday. The percentages stated above shall be prorated for partial months.

4.5 Form of Benefit Payment. The Supplemental Retirement Benefit shall be
paid in the basic form provided below, unless, at the Participant's request, the
Committee, in its sole discretion, selects an alternative form. Any form
requested by the Participant shall be considered by the Committee, but shall not
be binding. Any alternative form shall be the Actuarial Equivalent of the basic
form of benefit payments. The basic and alternative forms of payment are as
follows:

(a) Basic Form of Benefit Payments. Monthly single life annuity for the
Participant's life.

(b) Alternative Forms of Benefit Payment.

(i) joint and survivor annuity with an Actuarial Equivalent Value
equal to the Basic Benefit with payment continued to the survivor in
the same amount as the amount paid to the Participant.

(ii) A joint and survivor annuity with an Actuarial Equivalent Value
equal to the Basic Benefit with payment continued to the survivor and
one-half of the amount paid to the Participant.

(iii)Any other Actuarial Equivalent method as approved by the Board.

4.6 Commencement of Benefit Payments. Notwithstanding any other provision
of this Plan to the contrary, no benefits shall be paid under this Article IV
until 30 days after an appropriate application therefore has been made.

4.7 Withholding; Payroll Taxes. The Employer shall withhold from payments
made hereunder any taxes required to be withheld from a Participant's age under
federal, state or local law. However, a Beneficiary in elect not to have
withholding for federal income tax purposes pursuant to Section 3405(a) (2) of
the Internal Revenue Code, or any successor provision thereto.

4.8 Payment to Guardian. If a Plan benefit is payable to a minor or a
person declared incompetent or to a person incapable of handling the disposition
of his property, the Committee may direct payment of such Plan benefit to the
guardian, legal representative or such person having the care and custody of
such minor, incompetent or person. The Committee may require proof of
incompetency, minority, incapacity or guardianship as it may deem appropriate
prior to distribution of the Plan benefit. Such distribution shall completely
discharge the Committee and the Employer from all liability with respect to such
benefit.

-10-

ARTICLE V

ADMINISTRATION

5.1 Committee; Duties. This Plan shall be administered by an Administrative
Committee which shall consist of not less than three persons appointed by the
Chairman of the Board. Any member of the Committee may be removed at any time by
the Board. Any member may resign by delivering his written resignation to the
Board. Upon the existence of any vacancy, the Board may appoint a successor. The
Committee shall have the authority to make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of this Plan and decide
or resolve any and all questions including interpretations of this Plan, as may
arise in connection with the Plan. A majority of the members of the Committee
shall constitute a quorum for the transaction of business. A majority vote of
the Committee members constituting a quorum shall control any decision.

5.2 Agents. In the administration of this Plan, the Committee may, from
time to time, employ agents and delegate to them such administrative duties as
it sees fit, and may from time to time consult with counsel who may be counsel
to the Employer.

5.3 Binding Effect of Decisions. The decision or action of the Committee in
respect of any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan.

5.4 Indemnity of Committee. The Employer shall indemnify and hold harmless
the members of the Committee against any and all claims, loss, damage, expense,
or liability arising from any action or failure to act with respect to this
Plan, except in the case of gross negligence or willful misconduct.

ARTICLE VI

BENEFICIARY DESIGNATION

6.1 Beneficiary Designation. Each Participant shall have the right, at any
time, to designate any person or persons as his Beneficiary or Beneficiaries
(both primary as well as secondary) to whom benefits under this Plan shall be
paid in the event of his death prior to complete distribution to the Participant
of the benefits due under the Plan. Each Beneficiary designation shall be in a
written form prescribed by the Committee, and will be effective only when filed
with the Committee during the Participant's lifetime.

6.2 Amendments: Marital Status. Any Beneficiary designation may be changed
by a Participant without the consent of any designated Beneficiary by the filing
of a new Beneficiary designation with the Committee. The filing of a new
Beneficiary designation form will cancel all Beneficiary designations previously
filed. If a Participant's Compensation is community property, any Beneficiary
designation shall be valid or effective only as permitted under applicable law.

6.3 No Participant Designation. In the absence of an effective Beneficiary
designation, or if all designated Beneficiaries predecease the Participant or
die prior to complete distribution of the Participant's benefits, then the
Participant's designated Beneficiary shall be deemed to be the Participant's
estate.

6.4 Effect of Payment. The payment to the deemed Beneficiary shall
completely discharge the Employer's obligations under this Plan.

-11-

ARTICLE VII

CLAIMS PROCEDURE

7.1 Claim. Any person claiming a benefit, requesting an interpretation or
ruling under the Plan, or requesting information under the Plan shall present
the request in writing to the Committee which shall respond in writing as soon
as practicable.

7.2 Denial of Claim. If the claim or request is denied, the written notice
of denial should state:

(a) The reason for denial, with specific reference to the Plan provisions
on which the denial is based.

(b) A description of any additional material or information required and
an explanation of why it is necessary.

(c) An explanation of the Plan's claim review procedure.

7.3 Review of Claim. Any person whose claim or request is denied or who has
not received a response within 30 days may request a review by notice given in
writing to the Committee. The claim or request shall be reviewed by the
Committee who may, but shall not be required to, grant the claimant a hearing.
On review, the claimant may have representation, examine pertinent documents,
and submit issues and comments in writing.

7.4 Final Decision. The decision on review shall normally be made within 60
days. If an extension of time is required for a hearing or other special
circumstances, the claimant shall be notified and the time limit shall be 120
days. The decision shall be in writing and shall state the reason and the
relevant Plan provisions. All decisions on review shall be final and bind all
parties concerned.

ARTICLE VIII

TERMINATION, SUSPENSION OR AMENDMENT

The Board may, in its sole discretion, terminate or suspend this Plan at
any time or from time to time, in whole or in part. The Board may amend this
Plan at any time or from time to time. Any amendment may provide different
benefits or amounts of benefits from those herein set forth. However, no such
termination, suspension or amendment shall adversely affect the benefits of
Participants which have accrued prior to such action, the benefits of any
Participant who has previously retired, or the benefits of any Beneficiary of a
Participant who has previously died. Furthermore, no termination, suspension or
amendment shall alter the applicability of the percentage in Section 2.17 with
respect to a Participant's accrued benefit at the time of such termination,
suspension or amendment.

-12-

ARTICLE IX

MISCELLANEOUS

9.1 Unfunded Plan. This Plan is intended to be an unfunded plan maintained
primarily to provide deferred compensation benefits for a select group of
"management or highly compensated employees" within the meaning of Sections 201,
301, and 401 of the Employee Retirement Income Security act of 1974, as amended
("ERISA"), and therefore to be exempt from the provisions of Parts 2, 3, and 4
of Title I ERISA. Accordingly, the Plan shall terminate and no further benefits
shall be paid hereunder in the event it is determined by a court of competent
jurisdiction or by an opinion of counsel that the Plan constitutes an employee
pension benefit plan within the meaning of Section 3(2) of ERISA which is not so
exempt.

9.2 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, interest
or claims in any property or assets of the Employer, nor shall they be
Beneficiaries of, or have any rights, claims or interests in any life insurance
policies, annuity contracts, or the. proceeds therefrom owned or which may be
acquired by the Employer. Except as may be provided in Section 8.3, such
policies, annuity contracts or other assets of the Employer shall not be held
under any trust for the benefit of Participants, their Beneficiaries, heirs,
successors or assigns, or held in any way as collateral security for the
fulfilling of the obligations of the Employer under this Plan. Any and all of
the Employer's assets and policies shall be, and remain, the general, unpledged,
unrestricted assets of the Employer. The Employer's obligation under the Plan
shall be that of an unfunded and unsecured promise to pay money in the future.

9.3 Trust Fund. The Employer shall be responsible for the payment of all
benefits provided under the Plan. At its discretion, the Employer may establish
one or more trusts, with such trustee. as the Board may approve, for the purpose
of providing for the payment of such benefits. Such trust or trusts may be
irrevocable, but the assets thereof shall be subject to the claims of the
Employer's creditors. To the extent any benefits provided under the Plan are
actually paid from any such trust, the Employer shall have no further obligation
with respect thereto, but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Employer.

9.4 Nonassignabiliy. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate or convey in advance of actual receipt
the amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and nontransferable.
No part of the amount payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.

9.5 Not a Contract of Employment. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between the Employer
and the Participant, and the Participant (or his Beneficiary) shall have no
rights against the Employer except as may otherwise be specifically provided
herein. Moreover, nothing in this Plan shall be deemed to give a Participant the
right to be retained in the service of the Employer or to interfere with the
right of the Employer to discipline or discharge him at any time.

9.6 Protective Provisions. A Participant will cooperate with the Employer
by furnishing any and all information requested by the Employer, in order to
facilitate the payment of benefit hereunder, and by taking such physical
examinations as the Employer may deem necessary and taking such other action as
may be requested by the Employer.

-13-

9.7 Terms. Whenever any words are used herein in the masculine, they shall
be construed as though they were used in the feminine in all cases where they
would so apply; and wherever any words are used herein in the singular or in the
plural, they shall be construed as though they were used in the plural or
singular, as the case may be, in all cases where they would so apply.

9.8 Captions. The captions of the articles, sections, and paragraphs of
this Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.

9.9 Governing Law. The provisions of this Plan shall be construed,
interpreted, and governed in all respects in accordance with applicable federal
law and, to the extent not preempted by such federal law, in accordance with the
laws of the State of California.

9.10 Validity. If any provision of this Plan shall be held illegal or
invalid for any reason, the remaining provisions shall nevertheless continue in
full force and effect without being impaired or invalidated in any way.

9.11 Notice. Any notice or filing required or permitted to be given to the
Committee under the Plan shall be sufficient in writing and hand delivered, or
sent by registered or certified mail, to any member of the Committee, or to the
Employer's statutory agent. Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.

9.12 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Employer and its successors and assigns. The term successors as
used herein shall include any corporate or other business entity which shall,
whether by merger, consolidation, purchase or otherwise acquire all or
substantially all of the business and assets of the Employer, and successors of
any such corporation or other business entity.

TRICO BANCSHARES

By: /s/ William J. Casey
---------------------------------
William Casey, Chairman

By: /s/ Wendell J. Lundberg
---------------------------------
Secretary

-14-

Exhibit 1

Participation Agreement
The TriCo Bancshares 2004 Supplemental Executive Retirement Plan

Participant: (INSERT NAME)
------------------------------------

Eligibility Date: (INSERT DATE OF ELIGIBILITY)
------------------------------------

The above named Participant is authorized to receive benefits pursuant to the
2004 TriCo Bancshares Supplemental Executive Retirement Plan. Benefit accrual
shall commence as of the Eligibility Date listed above.

Waiver and Release of Claims
In granting this benefit to the Participant, TriCo Bancshares and the
Participant acknowledge that any benefits earned in the 1987 Plan are frozen at
the level accrued as of December 31, 2003. The parties mutually agree that these
benefits will be provided by the 2004 TriCo Bancshares Supplemental Executive
Retirement Plan which replaces any benefits the Participant may have been
eligible to receive pursuant to the Tri Counties Bank Supplemental Executive
Retirement Plan effective September 1, 1987. The parties mutually agree that any
obligations due the Participant under the terms of the 1987 Plan are fully
satisfied by the benefits provided by the TriCo Bancshares 2004 Supplemental
Executive Retirement Plan.

Participant:
--------------------------- -------------------------
(Signature) (Print Name)

TriCo Bancshares:
---------------------------
(authorized executive)

Date:
---------------------------

-15-

EXHIBIT 2

Beneficiary Designation Form
The 2004 TriCo Bancshares Supplemental Executive Retirement Plan

I. PRIMARY DESIGNATION
(You may refer to the beneficiary designation information prior to
completion of this form.)

A. Person(s) as a Primary Designation:
(Please indicate the percentage for each beneficiary.)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

B. Estate as a Primary Designation:

My Primary Beneficiary is The Estate of
--------------------------------------
as set forth in the last will and testament dated the day of
-----
, and any codicils thereto.
- ------------- -----

C. Trust as a Primary Designation:

Name of the Trust:
------------------------------------------------------------
Execution Date of the Trust: / /
----- ----- ---------
Name of the Trustee:
-----------------------------------------------------------

Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):
-------------------------------------------------------------------

- --------------------------------------------------------------------------------

Is this an Irrevocable Life Insurance Trust? Yes No
-------- --------
(If yes and this designation is for a Split Dollar agreement, an Assignment of
Rights form should be completed.)

-16-

II. SECONDARY (CONTINGENT) DESIGNATION

A. Person(s) as a Secondary (Contingent)Designation:
(Please indicate the percentage for each beneficiary.)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

Name Relationship / %
------------------------------ ------------------- -------
Address:
------------------------------------------------------------------------
(Street) (City) (State) (Zip)

B. Estate as a Secondary (Contingent) Designation:

My Secondary Beneficiary is The Estate of
--------------------------------------
as set forth in the last will and testament dated the day of
-----
, and any codicils thereto.
- ------------- -----

C. Trust as a Secondary (Contingent) Designation:

Name of the Trust:
------------------------------------------------------------
Execution Date of the Trust: / /
----- ----- ---------
Name of the Trustee:
-----------------------------------------------------------

Beneficiary(ies) of the Trust (please indicate the percentage for each

beneficiary):
-------------------------------------------------------------------

- --------------------------------------------------------------------------------

All sums payable under this Agreement by reason of my death shall be paid to the
Primary Beneficiary(ies), if he or she survives me, and if no Primary
Beneficiary(ies) shall survive me, then to the Secondary (Contingent)
Beneficiary(ies). This beneficiary designation is valid until the participant
notifies the bank in writing.

- --------------------------------------- ----------------------
Participant's Signature Date

-17-

Exhibit 10.21

Form of Indemnification Agreement between TriCo Bancshares/Tri Counties Bank and
each of Craig Carney, W.R. Hagstrom, Andrew Mastorakis, Rick Miller, Richard
O'Sullivan, Thomas Reddish, Ray Rios, and Richard Smith.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is entered into on __________,
by and between TriCo Bancshares, a California corporation ("Company"), and
______________________________ ("Executive Officer"), an executive officer of
the Company.

Recitals

A. It is in the best interests of the Company to attract and retain qualified
executive officers to serve this Company.

B. In order to attract and retain such persons, it is necessary to provide
assurance that their interests will be protected and defended to the extent
permitted by applicable law if a claim is brought or threatened against them
based upon their actions as executive officers of this Company.

C. It is now and has always been the express policy of the Company to indemnify
its executive officers so as to provide them with the maximum possible
protection permitted by law.

D. The substantial increase in corporate litigation subjects the executive
officers to expensive litigation risks at the same time the availability of
directors' & officers' liability insurance has been limited.

E. The Executive Officer believes that the protection available under the
Company's Articles of Incorporation and insurance policies may not be adequate
in the present circumstances, and may not be willing to continue to serve as an
executive officer without adequate protection, and the Company desires the
Executive Officer to continue to serve in such capacity.

NOW, THEREFORE, the parties agree as follows:

Terms of Agreement

Agreement to Continue Employment. The Executive Officer agrees to continue
to be employed as an Executive Officer of the Company in the Company's sole
discretion or until such time as he terminates his employment in writing
(subject to the terms of any employment agreement between the Executive Officer
and the Company or its subsidiaries).

Definitions. As used in this Agreement:

a. The term "Proceeding" shall include any threatened, pending or
completed action or proceeding, whether of a civil, criminal,
administrative or investigative nature, in which the Executive Officer is
or was a party or is threatened to be made a party by reason of the fact
that the Executive Officer is or was an executive officer of the Company
(or any subsidiary of the Company), or is or was serving at the request of
the Company as a, director, officer, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust or other
enterprise.

b. The term "Expenses" shall include, without limitation, expenses of
investigation, judicial or administrative proceedings or appeals, amounts
paid in settlement by or on behalf of the Executive Officer, attorneys'
fees and disbursements and any expenses of establishing a right to
indemnification under paragraph 7 of this Agreement, but shall not include
amounts of judgments, fines or penalties against the Executive Officer.

Indemnity in Third-Party Proceedings. The Company shall indemnify the
Executive Officer in accordance with the provisions of this paragraph 3 against
all Expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred by the Executive Officer in connection with the Proceeding
(other than a Proceeding by or in the right of the Company to procure a judgment
in its favor), but only if the Executive Officer acted in good faith and in a
manner which he or she reasonably believed to be in the best interests of the
Company, and, in the case of a criminal proceeding, had no reasonable cause to
believe that his or her conduct was unlawful. The termination of any such
Proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
Executive Officer did not act in good faith in a manner which he or she
reasonably believed to be in the best interests of the Company, or that the
Executive Officer had reasonable cause to believe that his or her conduct was
unlawful.

Indemnity in Proceedings by or in the Right of the Company. The Company
shall indemnify the Executive Officer in accordance with the provisions of this
paragraph 4 against all Expenses actually and reasonably incurred by the
Executive Officer in connection with the defense or settlement of any Proceeding
if the Executive Officer acted in good faith and in a manner which he or she
believed to be in the best interests of the Company and its shareholders, except
that no indemnification for Expenses shall be made under this paragraph 4 in
respect of any claim, issue or matter as to which the Executive Officer shall
have been adjudged to be liable to the Company in the performance of his or her
duty to the Company and its shareholders, unless and only to the extent that the
court in which such Proceeding is or was pending shall determine upon
application that, in view of all the circumstances of the case, the Executive
Officer is fairly and reasonably entitled to indemnity for such Expenses and
then only to the extent such court shall determine.

Indemnification of Expenses of Successful Party. Notwithstanding any other
provision of this Agreement, to the extent that the Executive Officer has been
successful on the merits in defense of any Proceeding, or in defense of any
claim, issue or matter therein, Executive shall be indemnified against all
Expenses actually and reasonably incurred by the Executive Officer in connection
therewith.

Advances of Expenses. At the written request of the Executive Officer, the
Expenses incurred by the Executive Officer in any Proceeding shall be paid by
the Company prior to the final disposition of such Proceeding, provided that the
Executive Officer shall undertake in writing to repay such amount to the extent
that it is determined ultimately that the Executive Officer is not entitled to
indemnification. If the Company makes an advance of expenses pursuant to this
paragraph 6, the Company shall be subrogated to every right of recovery the
Executive Officer may have against any insurance carrier from whom the Company
has purchased insurance for such purpose.

Right of the Executive Officer to Indemnification Upon Application;
Procedure Upon Application.

a. Any indemnification under paragraphs 3 and 4 or advance under
paragraph 6 shall be paid by the Company no later than 45 days after
receipt of the written request of the Executive Officer, unless a
determination is made within said 45-day period by (1) the Board of
Directors by a majority vote of a quorum consisting of directors who were
not parties to the Proceeding in respect of which indemnification is being
sought, or (2) if a quorum of disinterested directors is not available,
independent legal counsel in a written opinion (which counsel shall be
appointed by a quorum of the Board of Directors), or (3) the stockholders
of the Company with the shares owned by the Executive Officer to be
indemnified not being entitled to vote thereon, or (4) the court in which
the Proceeding is or was pending upon application made by the Company or
the Executive Officer or the attorney or other person rendering services in
connection with the defense, whether or not the application is opposed by
the Company, that the Executive Officer has not met the relevant standards
for indemnification set forth in paragraphs 3 and 4.

b. The right to indemnification or advancement of Expenses as provided by
this Agreement shall be enforceable by the Executive Officer in any court
of competent jurisdiction. The burden of proving that indemnification or
advances are not appropriate shall be on the Company. Neither the failure
of the Company (including its Board of Directors or independent legal
counsel or stockholders) to have made a determination prior to the
commencement of such action that the Executive Officer has met the
applicable standard of conduct nor an actual determination by the Company
(including its Board of Directors or independent legal counsel or
stockholders) that the Executive Officer has not met such standard shall be
a defense to the action or create a presumption that the Executive Officer
has not met the applicable standard of conduct. The Executive Officer's
Expenses actually and reasonably incurred in connection with successfully
establishing his or her right to indemnification or advances, in whole or
in part, shall also be indemnified by the Company.

c. With respect to any Proceeding for which indemnification is requested,
the Company will be entitled to participate therein at its own expense and,
except as otherwise provided below, the Company may assume the defense
thereof, with counsel satisfactory to the Executive Officer. After notice
from the Company to the Executive Officer of its election to assume the
defense of a Proceeding, the Company will not be liable to the Executive
Officer under this Agreement for any Expenses subsequently incurred by the
Executive Officer in connection with the defense thereof, other than as
provided below. The Company shall not settle any Proceeding in any manner,
which would impose any penalty or limitation on the Executive Officer
without the Executive Officer's written consent. The Executive Officer
shall have the right to employ counsel in any Proceeding but the fees and
expenses of such counsel incurred after notice from the Company of its
assumption of the defense of the Proceeding shall be at the expense of the
Executive Officer, unless (i) the employment of counsel by the Executive
Officer has been authorized by the Company, (ii) The Executive Officer
shall have reasonably concluded that there may be a conflict of interest
between the Company and the Executive Officer in the conduct of the defense
of a Proceeding, or (iii) the Company shall not in fact have employed
counsel to assume the defense of a Proceeding, in each of which cases the
fees and expenses of the Executive Officer's counsel shall be advanced by
the Company. Notwithstanding the foregoing, the Company shall not be
entitled to assume the defense of any Proceeding brought by or in the right
of the Company.

Limitation on Indemnification. No payment pursuant to this Agreement shall
be made by the Company:

a. to indemnify or advance funds to the Executive Officer for Expenses
with respect to Proceedings initiated or brought voluntarily by the
Executive Officer and not by way of defense, except with respect to
Proceedings brought to establish or enforce a right to indemnification
under this Agreement, but such indemnification or advancement of Expenses
may be provided by the Company in specific cases if the Board of Directors
finds it to be appropriate;

b. to indemnify the Executive Officer for any Expenses, judgments, fines
or penalties sustained in any Proceeding for which payment is actually made
to the Executive Officer under a valid and collectible insurance policy,
except in respect of any excess beyond the amount of payment under such
insurance;

c. to indemnify the Executive Officer for any Expenses, judgments, fines
or penalties sustained in any Proceeding for an accounting of profits made
from the purchase or sale by the Executive Officer of securities of the
Company pursuant to the provisions of section 16(b) of the Securities
Exchange Act of 1934, the rules and regulations promulgated thereunder and
amendments thereto or similar provisions of any federal, state or local
statutory law;

d. to indemnify the Executive Officer for any Expenses, judgments, fines
or penalties resulting from the Executive Officer's conduct which is
finally adjudged to have been willful misconduct, knowingly fraudulent or
deliberately dishonest;

e. if a court of competent jurisdiction finally determines that such
payment hereunder is unlawful; or

f. if contrary to section 317 of the California Corporations Code.

Indemnification Hereunder Not Exclusive. The indemnification and
advancement of Expenses provided by this Agreement shall not be deemed exclusive
of any other rights to which the Executive Officer may be entitled under the
Articles of Incorporation or the Bylaws of the Company, any agreement, any vote
of stockholders or disinterested directors, the California Corporations Code, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. The indemnification provided by this
Agreement shall continue as to the Executive Officer even though he or she may
have ceased to be an executive and shall inure to the benefit of the heirs and
personal representatives of the Executive Officer.

Partial Indemnification. If the Executive Officer is entitled under any
provision of this Agreement to indemnification by the Company for a portion of
the Expenses, judgments, fines or penalties actually and reasonably incurred by
him or her in any Proceeding but not, however, for the total amount thereof, the
Company shall nevertheless indemnify the Executive Officer for the portion of
such Expenses, judgments, fines or penalties to which the Executive Officer is
entitled.

Maintenance of Liability Insurance.

a. The Company hereby covenants and agrees that, as long as the Executive
Officer continues to serve as an executive of the Company and thereafter as
long as the Executive Officer may be subject to any Proceeding, the
Company, subject to subsection 11(c) below, shall maintain in full force
and effect Directors' and Officers' liability insurance ("D&O Insurance")
in reasonable amounts from established and reputable insurers.

b. In all D&O Insurance policies, the Executive Officer shall be named as
an insured in such a manner as to provide the Executive Officer the same
rights and benefits as are accorded to the most favorably insured of the
Company's directors and officers.

c. Notwithstanding the foregoing, the Company shall have no obligation to
obtain or maintain D&O Insurance if the Company determines in good faith
that such insurance is not reasonably available, the premium costs for such
insurance are disproportionate to the amount of coverage provided, the
coverage provided by such insurance is so limited by exclusions that it
provides an insufficient benefit, or the Executive Officer is covered by
similar insurance maintained by a subsidiary of the Company.

Savings Clause. If this Agreement or any portion hereof is invalidated on
any ground by any court of competent jurisdiction, the Company shall
nevertheless indemnify the Executive Officer to the extent permitted by any
applicable portion of this Agreement that has not been invalidated or by any
other applicable law.

Notice. The Executive Officer shall, as a condition precedent to his or her
right to be indemnified under this Agreement, give to the Company notice in
writing as soon as practicable of any Proceeding for which indemnity will or
could be sought under this Agreement. Notice to the Company shall be directed to
TriCo Bancshares, 63 Constitution Drive, Chico, California 95973, Attn: Chairman
of the Board (or such other address as the Company shall designate in writing to
the Executive Officer). Notice shall be deemed received three days after the
date postmarked if sent by prepaid mail, properly addressed. In addition, the
Executive Officer shall give the Company such information and cooperation as it
may reasonably require and as shall be within the Executive Officer's power.

Counterparts. This Agreement may be executed in any number of counterparts,
all of which shall be deemed to constitute one and the same instrument.

Applicable Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the law of the State of California.

Successors and Assigns. This Agreement shall be binding upon the Company
and its successors and assigns.

Amendments. No amendment, waiver, modification, termination or cancellation
of this Agreement shall be effective unless in writing signed by both parties
hereto. The indemnification rights afforded to the Executive Officer hereby are
contract rights and may not be diminished, eliminated or otherwise affected by
amendments to the Articles of Incorporation or Bylaws of the Company or by other
agreements.

Survival of Company's Obligations. The obligations hereunder shall survive
all the following to the extent not prohibited by applicable law:

a. The Executive Officer's resignation or removal from office for any
reason.

b. A change in control of the Company.

c. The merger, reorganization, sale of assets, dissolution, liquidation
or conversion of the Company.

d. The bankruptcy or insolvency of the Company.

e. Any amendment of the Company's Articles of Incorporation or Bylaws.

f. Any action by a state or federal banking agency including, without
limitation, the California Department of Financial Institutions, the Board
of Governors of the Federal Reserve System and the Federal Deposit
Insurance Corporation to liquidate or place in receivership the Company or
any of its assets or subsidiaries.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.

EXECUTIVE OFFICER

------------------------------------------------------
Print Name:
Title:

TRICO BANCSHARES, a California corporation

By:
---------------------------------------------------
Title: Chairman of the Board

Exhibit 11.1

TRICO BANCSHARES

Computation of Earnings Per Share on Common and Common Equivalent Shares and on
Common Shares Assuming Full Dilution

For the For the
three months six months
ended June 30, ended June 30,
(In thousands, except per share data) 2004 2003 2004 2003
----------------------------------------
Weighted average number of common
shares outstanding - basic 15,640 15,592 15,628 14,868

Add exercise of options reduced by the
number of shares that could have
been purchased with the proceeds
of such exercise 575 450 586 448
----------------------------------------
Weighted average number of common
shares outstanding - diluted 16,215 16,042 16,214 15,316
========================================

Net income $4,847 $4,254 $9,624 $7,867

Basic earnings per share $0.31 $0.27 $0.62 $0.53

Diluted earnings per share $0.30 $0.27 $0.59 $0.51

Exhibit 31.1

Rule 13a-14/15d-14 Certification of CEO

I, Richard P. Smith, certify that;

1. I have reviewed this quarterly report on Form 10-Q of TriCo
Bancshares;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant
and we 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 subsidiary, is made known
to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this quarterly report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this quarterly report based on such evaluation; and
c. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting;
5. The registrant's other certifying officer 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 the
registrant's board of directors;
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 data;
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: August 3, 2004 /s/ Richard P. Smith
----------------------------------------
Richard P. Smith
President and Chief Executive Officer

Exhibit 31.2

Rule 13a-14/15d-14 Certification of CFO

I, Thomas J. Reddish, certify that;

1. I have reviewed this quarterly report on Form 10-Q of TriCo
Bancshares;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant
and we 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 subsidiary, is made known
to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this quarterly report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this quarterly report based on such evaluation; and
c. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting;
5. The registrant's other certifying officer 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 the
registrant's board of directors;
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 data;
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: August 3, 2004 /s/ Thomas J. Reddish
----------------------------------------
Thomas J. Reddish
Executive Vice President and
Chief Financial Officer

Exhibit 32.1

Section 1350 Certification of CEO

In connection with the Quarterly Report of TriCo Bancshares (the "Company") on
Form 10-Q for the period ended June 30, 2004 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Richard P. Smith,
President and Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, 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 results of
operations of the Company.

/s/ Richard P. Smith
-------------------------------------
Richard P. Smith
President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been
provided to TriCo Bancshares and will be retained by TriCo Bancshares and
furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

Section 1350 Certification of CFO

In connection with the Quarterly Report of TriCo Bancshares (the "Company") on
Form 10-Q for the period ended June 30, 2004 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Thomas J. Reddish,
Vice President and Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, 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 results of
operations of the Company.

/s/ Thomas J. Reddish
-------------------------------------
Thomas J. Reddish
Executive Vice President and
Chief Financial Officer

A signed original of this written statement required by Section 906 has been
provided to TriCo Bancshares and will be retained by TriCo Bancshares and
furnished to the Securities and Exchange Commission or its staff upon request.