UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarterly Period Ended March 31, 2007         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 a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer" and "large accelerated filer" in Rule 12b-2 of the Act (check one).

Large accelerated filer      Accelerated filer  X   Non-accelerated filer
                       -----                  -----                      -----

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act).

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

                      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 April 20, 2007:  15,917,291


<PAGE>
                                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                                                    16

      Item 2 - Management's Discussion and Analysis of Financial           17
      Condition and Results of Operations

      Item 3 - Quantitative and Qualitative Disclosures about Market Risk  25

      Item 4 - Controls and Procedures                                     26

PART II - OTHER INFORMATION                                                27

      Item 1 - Legal Proceedings                                           27

      Item 1A - Risk Factors                                               27

      Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds 27

      Item 6 - Exhibits                                                    27

      Signatures                                                           30

      Exhibits                                                             31



<PAGE>

                           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,
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.  The reader is  directed to the
Company's  annual report on Form 10-K for the year ended  December 31, 2006, and
Part II, Item 1A of this report 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

<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
                                TRICO BANCSHARES
                           CONSOLIDATED BALANCE SHEETS
                  (In thousands, except share data; unaudited)

                                                                 At March 31,            At December 31,
                                                            2007              2006            2006
                                                      -------------------------------   -----------------
<S>                                                         <C>               <C>              <C>
Assets:
     Cash and due from banks                              $75,263           $78,742         $102,220
                                                      -------------------------------   -----------------
     Federal funds sold                                         -                 -              794
         Cash and cash equivalents                         75,263            78,742          103,014
     Securities available-for-sale                        188,478           244,441          198,361
     Federal Home Loan Bank stock, at cost                  8,442             7,691            8,320
     Loans, net of allowance for loan losses
         of $16,895, $16,644 and $16,914                1,478,719         1,383,464        1,492,965
     Foreclosed assets, net of allowance for
         losses of $180                                       187                 -                -
     Premises and equipment, net                           20,924            21,068           21,830
     Cash value of life insurance                          43,941            42,168           43,536
     Accrued interest receivable                            8,355             7,549            8,727
     Goodwill                                              15,519            15,519           15,519
     Other intangible assets, net                           1,543             4,061            1,666
     Other assets                                          24,950            24,823           26,028
                                                      -------------------------------   -----------------
         Total Assets                                  $1,866,321        $1,829,526       $1,919,966
                                                      ===============================   =================
Liabilities:
     Deposits:
         Noninterest-bearing demand                      $364,401          $354,514         $420,025
         Interest-bearing                               1,172,448         1,172,877        1,179,124
                                                      -------------------------------   -----------------
         Total deposits                                 1,536,849         1,527,391        1,599,149
     Federal funds purchased                               38,000            45,800           38,000
     Accrued interest payable                               7,602             5,263            7,548
     Reserve for unfunded commitments                       1,966             1,813            1,849
     Other liabilities                                     24,922            23,783           22,835
     Other borrowings                                      41,347            31,441           39,911
     Junior subordinated debt                              41,238            41,238           41,238
                                                      -------------------------------   -----------------
         Total Liabilities                              1,691,924         1,676,729        1,750,530
                                                      -------------------------------   -----------------
Commitments and contingencies
Shareholders' Equity:
     Common stock, no par value: 50,000,000 shares
         authorized; issued and outstanding:
         15,910,291 at March 31, 2007                      76,087
         15,778,090 at March 31, 2006                                        72,255
         15,857,207 at December 31, 2006                                                      73,739
     Retained earnings                                    102,298            85,872          100,218
     Accumulated other comprehensive loss, net             (3,988)           (5,330)          (4,521)
                                                      -------------------------------   -----------------
     Total Shareholders' Equity                           174,397           152,797          169,436
                                                      -------------------------------   -----------------
     Total Liabilities and Shareholders' Equity        $1,866,321        $1,829,526       $1,919,966
                                                      ===============================   =================
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.


                                       2
<PAGE>


                                TRICO BANCSHARES
                        CONSOLIDATED STATEMENTS OF INCOME
                  (In thousands, except share data; unaudited)

                                                    Three months ended March 31,
                                                       2007           2006
                                                    ----------------------------
Interest and dividend income:
     Loans, including fees                           $28,423        $25,069
     Debt securities:
     Taxable                                           1,719          2,356
     Tax exempt                                          394            462
     Dividends                                           122             84
     Federal funds sold                                    3              7
                                                    ----------------------------
     Total interest income                            30,661         27,978
                                                    ----------------------------
Interest Expense:
     Deposits                                          7,388          4,942
     Federal funds purchased                             522            750
     Other borrowings                                    490            348
     Junior subordinated debt                            816            733
                                                    ----------------------------
     Total interest expense                            9,216          6,773
                                                    ----------------------------
     Net interest income                              21,445         21,205
                                                    ----------------------------
     Provision for loan losses                           482            500
                                                    ----------------------------
Net interest income after provision for loan losses   20,963         20,705
                                                    ----------------------------
Noninterest income:
     Service charges and fees                          5,061          4,857
     Gain on sale of loans                               266            298
     Commissions on sale of non-deposit
        investment products                              500            558
     Increase in cash value of life insurance            405            400
     Other                                               368            335
                                                    ----------------------------
     Total noninterest income                          6,600          6,448
                                                    ----------------------------
Noninterest expense:
     Salaries and related benefits                     9,742          9,156
     Other                                             7,218          7,266
                                                    ----------------------------
     Total noninterest expense                        16,960         16,422
                                                    ----------------------------
     Income before income taxes                       10,603         10,731
                                                    ----------------------------
     Provision for income taxes                        4,159          4,196
                                                    ----------------------------
     Net income                                       $6,444         $6,535
                                                    ============================
Average shares outstanding                        15,878,929     15,736,544
Diluted average shares outstanding                16,415,845     16,379,595

Per share data:
     Basic earnings                                    $0.41          $0.42
     Diluted earnings                                  $0.39          $0.40
     Dividends paid                                    $0.13          $0.12

See accompanying notes to unaudited condensed consolidated financial statements.

                                       3

<PAGE>
<TABLE>
<CAPTION>

                                TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                  (In thousands, except share data; unaudited)

                                                                     Accumulated
                                    Shares of                            Other
                                    Common     Common    Retained   Comprehensive
                                     Stock      Stock    Earnings       Loss           Total
                                 -------------------------------------------------------------
<S>                                   <C>         <C>        <C>          <C>           <C>

Balance at December 31, 2005      15,707,835   $71,412     $81,906      ($3,825)      $149,493
Comprehensive income:
     Net income                                              6,535                      6,535
     Change in net unrealized loss on
       Securities available for sale, net                                (1,505)       (1,505)
                                                                                       -------
     Total comprehensive income                                                         5,030
     Stock option vesting                          139                                    139
Stock options exercised              100,380       841                                    841
Repurchase of common stock           (30,125)     (137)      (678)                       (815)
Dividends paid ($0.12 per share)                           (1,891)                     (1,891)
                                 -------------------------------------------------------------
Balance at March 31, 2006         15,778,090     $72,255     $85,872       ($5,330)   $152,797
                                 =============================================================

Balance at December 31, 2006      15,857,207     $73,739    $100,218       ($4,521)   $169,436
Comprehensive income:
     Net income                                                6,444                     6,444
     Change in net unrealized loss on
               Securities available for sale, net                              533         533
                                                                                        ------
     Total comprehensive income                                                          6,977
     Stock option vesting                            175                                   175
Stock options exercised              170,600       1,867                                 1,867
Tax benefit of stock option exercise                 852                                   852
Repurchase of common stock          (117,516)       (546)     (2,295)                   (2,841)
Dividends paid ($0.13 per share)                              (2,069)                   (2,069)
                                 -------------------------------------------------------------
Balance at March 31, 2007         15,910,291     $76,087     $102,298      ($3,988)   $174,397
                                 =============================================================

</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.

                                       4

<PAGE>
<TABLE>
<CAPTION>

                                TRICO BANCSHARES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands; unaudited)

                                                               For the three months ended March 31,
                                                                     2007               2006
                                                               ------------------------------------
<S>                                                                   <C>                <C>
Operating activities:
   Net income                                                      $6,444              $6,535
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation of premises and equipment, and amortization       930                 981
       Amortization of intangible assets                              123                 346
       Provision for loan losses                                      482                 500
       Amortization of investment securities premium, net             200                 242
       Originations of loans for resale                           (18,666)            (17,935)
       Proceeds from sale of loans originated for resale           18,737              18,064
       Gain on sale of loans                                         (266)               (298)
       Change in fair value of mortgage servicing rights               12                 (50)
       Loss on sale of fixed assets                                     5                   1
       Increase in cash value of life insurance                      (405)               (400)
       Stock option expense                                           175                 139
       Change in:
         Interest receivable                                          372                  92
         Interest payable                                              54                 757
         Other assets and liabilities, net                          4,074               1,909
                                                               ------------------------------------
           Net cash provided by operating activities               12,271              10,883
                                                               ------------------------------------
Investing activities:
   Proceeds from maturities of securities available-for-sale       10,604              13,894
   Purchases of securities available-for-sale                           -                (896)
   Purchase of Federal Home Loan Bank stock                          (122)                (89)
   Loan originations and principal collections, net                13,577             (15,155)
   Proceeds from sale of premises and equipment                        11                   1
   Purchases of premises and equipment                               (856)               (615)
                                                               ------------------------------------
     Net cash provided (used) by investing activities              23,214             (2,860)
                                                               ------------------------------------
Financing activities:
   Net (decrease) increase in deposits                            (62,300)             30,594
   Net change in federal funds purchased                                -             (51,000)
   Payments of principal on long-term other borrowings                (18)                (14)
   Net change in short-term other borrowings                        1,454                  65
   Repurchase of Common Stock                                        (470)                  -
   Dividends paid                                                  (2,069)             (1,891)
   Exercise of stock options                                          167                  26
                                                               ------------------------------------
         Net cash used by financing activities                    (63,236)            (22,220)
                                                               ------------------------------------
Net change in cash and cash equivalents                           (27,751)            (14,197)
                                                               ------------------------------------
Cash and cash equivalents at beginning of period                  103,014              92,939
                                                               ------------------------------------
Cash and cash equivalents at end of period                        $75,263             $78,742
                                                               ====================================
Supplemental disclosure of noncash activities:
Loans transferred to other real estate owned                         $187                   -
   Unrealized gain (loss) on securities available for sale           $921             ($2,597)
   Value of shares tendered in lieu of cash paid to
     exercise stock options and to pay related tax withholding     $2,371                $815
Supplemental disclosure of cash flow activity:
   Cash paid for interest expense                                  $9,162              $6,016
   Cash paid for income taxes                                           -                $900
   Income tax benefit from stock option exercises                    $852                   -

</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.

                                       5

<PAGE>

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: General  Summary of  Significant  Accounting  Policies
The accompanying unaudited condensed 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 month periods
ended  March 31,  2007 and 2006 are not  necessarily  indicative  of the results
expected for the full year.  These unaudited  condensed  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, 2006.

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 32 branch  offices and 22 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,  Yolo 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  allowance  for loan  losses,  goodwill  and  other  intangible
assessments,  income taxes, and the valuation of mortgage  servicing rights, are
the only accounting estimates that materially affect the Company's  consolidated
financial statements.

Significant Group Concentration of Credit Risk
The Company grants agribusiness,  commercial, consumer, and residential loans to
customers  located  throughout the northern San Joaquin  Valley,  the Sacramento
Valley  and  northern  mountain  regions  of  California.   The  Company  has  a
diversified  loan  portfolio  within  the  business  segments  located  in  this
geographical area.

Cash and Cash Equivalents
For  purposes  of the  consolidated  statements  of cash  flows,  cash  and cash
equivalents include cash on hand, amounts due from banks and federal funds sold.

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 which 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 three months ended March 31, 2007, and  throughout  2006, the Company
did not have any securities classified as either held-to-maturity or trading.

                                        6

<PAGE>

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  accumulated  comprehensive  loss 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 an other than temporary decline in value has occurred.

Federal Home Loan Bank Stock
The Bank is a member of the Federal  Home Loan Bank of San  Francisco  ("FHLB"),
and as a condition of membership,  it is required to purchase stock.  The amount
of FHLB  stock  required  to be  purchased  is based on the  borrowing  capacity
desired by the Bank. While technically  these are considered equity  securities,
there is no market for the FHLB stock.  Therefore,  the shares are considered as
restricted investment securities. Such investment is carried at cost.

Loans Held for Sale
Loans  originated  and intended for sale in the secondary  market are carried at
the  lower  of  aggregate  cost  or  fair  value,  as  determined  by  aggregate
outstanding  commitments from investors of current investor yield  requirements.
Net unrealized losses are recognized through a valuation allowance by charges to
income. At March 31, 2007 and 2006, and December 31, 2006, the Company's balance
of loans held for sale was immaterial.

Mortgage  loans held for sale are  generally  sold with the  mortgage  servicing
rights  retained by the Company.  The carrying  value of mortgage  loans sold is
reduced by the cost allocated to the associated mortgage servicing rights. Gains
or losses on sales of  mortgage  loans are  recognized  based on the  difference
between the selling price and the carrying  value of the related  mortgage loans
sold.

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,  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 be  classified  as  accrual.  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.
All impaired loans are classified as nonaccrual loans.

Reserve for Unfunded Commitments
The reserve for unfunded  commitments  is  established  through a provision  for
losses - unfunded  commitments charged to noninterest  expense.  The reserve for
unfunded  commitments is an amount that Management  believes will be adequate to
absorb  probable  losses  inherent in  existing  commitments,  including  unused
portions of  revolving  lines of credits  and other  loans,  standby  letters of
credits,  and unused  deposit  account  overdraft  privilege.  The  reserve  for
unfunded  commitments is based on evaluations of the  collectibility,  and prior
loss experience of unfunded commitments. The evaluations take into consideration
such  factors as changes in the nature and size of the loan  portfolio,  overall
loan portfolio quality, loan concentrations,  specific problem loans and related
unfunded  commitments,  and  current  economic  conditions  that may  affect the
borrower's or depositor's ability to pay.

                                       7

<PAGE>

Allowance for Loan Losses
The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans and deposit related overdrafts 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  and  leases,   based  on  evaluations  of  the  collectibility,
impairment and prior loss experience of loans and leases.  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, 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.

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 for loan
losses and the reserve for unfunded commitments 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 audited consolidated  financial statements in its Annual Report on
Form 10-K for the year ended December 31, 2006.

Based on the current conditions of the loan portfolio,  Management believes that
the  allowance for loan losses and the reserve for unfunded  commitments,  which
collectively  stand at  $18,861,000  at March 31,  2007,  are 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.

                                       8

<PAGE>

The following tables summarize the activity in the allowance for loan losses,
reserve for unfunded commitments, and allowance for losses (which is comprised
of the allowance for loan losses and the reserve for unfunded commitments) for
the periods indicated (dollars in thousands):

                                        Three months ended March 31,
                                        ----------------------------
                                               2007         2006
                                        ----------------------------
     Allowance for loan losses:
     Balance at beginning of period         $16,914       $16,226
     Provision for loan losses                  482           500
     Loans charged off                         (739)         (357)
     Recoveries of previously
       charged-off loans                        238           275
                                        ----------------------------
         Net charge-offs                       (501)          (82)
                                        ----------------------------
     Balance at end of period               $16,895       $16,644
                                        ============================

     Reserve for unfunded commitments:
     Balance at beginning of period          $1,849        $1,813
     Provision for losses -
       unfunded commitments                     117             -
                                        ----------------------------
     Balance at end of period                $1,966        $1,813
                                        ============================

       Balance at end of period:
     Allowance for loan losses              $16,895       $16,644
     Reserve for unfunded commitments         1,966         1,813
                                        ----------------------------
     Allowance for losses                   $18,861       $18,457
                                        ============================

     As a percentage of total loans:
     Allowance for loan losses                  1.13%        1.19%
     Reserve for unfunded commitments           0.13%        0.13%
                                        ----------------------------
     Allowance for losses                       1.26%        1.32%
                                        ============================

Mortgage Servicing Rights
Mortgage  servicing  rights (MSRs)  represent  the  Company's  right to a future
stream of cash flows based upon the  contractual  servicing fee associated  with
servicing mortgage loans. Our MSRs arise from residential mortgage loans that we
originate  and sell,  but retain the right to  service  the loans.  For sales of
residential  mortgage  loans, a portion of the cost of  originating  the loan is
allocated to the  servicing  right based on relative fair values of the loan and
the servicing  right.  The net gain from the retention of the servicing right is
included in gain on sale of loans in  noninterest  income when the loan is sold.
Fair  value  is  based  on  market  prices  for  comparable  mortgage  servicing
contracts, when available, or alternatively,  is based on a valuation model that
calculates  the present  value of estimated  future net  servicing  income.  The
valuation model incorporates  assumptions that market  participants would use in
estimating  future  net  servicing  income,  such as the  cost to  service,  the
discount rate, the custodial earnings rate, an inflation rate, ancillary income,
prepayment  speeds and  default  rates and  losses.  MSRs are  included in other
assets. Servicing fees are recorded in noninterest income when earned.

Effective with the Company's early adoption of SFAS 156, beginning as of January
1, 2006 MSRs are carried at fair value,  with changes in fair value  reported in
noninterest  income  in the  period  in which the  change  occurs.  On or before
December  31, 2005,  MSRs were carried at the lower of amortized  cost or market
value.  The  cumulative  effect  related  to the  adoption  of  this  change  in
accounting from lower of amortized cost or market value to fair value on January
1, 2006 was immaterial.

The determination of fair value of our MSRs requires management judgment because
they are not actively traded.  The determination of fair value for MSRs requires
valuation  processes  which combine the use of  discounted  cash flow models and
extensive  analysis  of current  market  data to arrive at an  estimate  of fair
value. The cash flow and prepayment assumptions used in our discounted cash flow
model are based on empirical data drawn from the  historical  performance of our
MSRs,   which  we  believe  are  consistent  with  assumptions  used  by  market
participants  valuing similar MSRs, and from data obtained on the performance of
similar MSRs. The key assumptions used in the valuation of MSRs include mortgage
prepayment  speeds and the discount  rate.  These  variables  can, and generally
will, change from quarter to quarter as market conditions and projected interest
rates change.  The key risks inherent with MSRs are prepayment speed and changes
in interest rates.

                                       9

<PAGE>

The following tables summarize the activity in, and the main assumptions we used
to determine the fair value of mortgage servicing rights for the periods
indicated (dollars in thousands):

                                        Three months ended March 31,
                                        ----------------------------
                                               2007         2006
                                        ----------------------------
Mortgage servicing rights:
Balance at beginning of period               $3,912        $3,638
Additions                                       195           169
Change in fair value                            (12)           50
                                        ----------------------------
Balance at end of period                     $4,095        $3,857
                                        ============================

Servicing fees received                        $243          $237
Balance of loans serviced at:
     Beginning of period                   $389,636      $373,163
     End of period                         $393,594      $376,988
Weighted-average prepayment speed (CPR)        11.2%         10.5%
Discount rate                                  10.0%         10.0%


Off-Balance Sheet Credit Related Financial Instruments
In the ordinary course of business,  the Company has entered into commitments to
extend credit, including commitments under credit card arrangements,  commercial
letters of credit, and standby letters of credit. Such financial instruments are
recorded when they are funded.

Premises and Equipment
Land is carried at cost. Buildings 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 years for land improvements and buildings.

Foreclosed Assets
Assets acquired  through,  or in lieu of, loan foreclosure are held for sale and
are initially recorded at fair value at the date of foreclosure,  establishing a
new cost basis.  Subsequent to  foreclosure,  management  periodically  performs
valuations  and the assets are carried at the lower of  carrying  amount or fair
value less cost to sell. Revenue and expenses from operations and changes in the
valuation allowance are included in other noninterest expense.

Goodwill and Other Intangible Assets

Goodwill  represents the excess of costs over fair value of assets of businesses
acquired.  Goodwill and other 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.  Intangible  assets with
estimable  useful lives are amortized  over their  respective  estimated  useful
lives to their estimated residual values, and reviewed for impairment.

The  Company has  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.

                                       10

<PAGE>

The following table summarizes the Company's goodwill intangible as of March 31,
2007 and December 31, 2006.
                             December 31,                              March 31,
   (Dollar in Thousands)        2006        Additions     Reductions      2007
                            ----------------------------------------------------
   Goodwill                  $15,519          -              -          $15,519

The following  table  summarizes  the Company's  core deposit  intangibles as of
March 31, 2007 and December 31, 2006.

                             December 31,                              March 31,
   (Dollar in Thousands)        2006       Additions     Reductions      2007
                             ---------------------------------------------------
   Core deposit intangibles  $13,643          -          ($10,278)       $3,365
   Accumulated amortization  (11,977)      10,278            (123)       (1,822)
   Core deposit intangibles,  $1,666      $10,278        ($10,401)       $1,543
     net                     ===================================================
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)
                   -----------                    ----------------------
                      2007                                 $490
                      2008                                 $523
                      2009                                 $328
                      2010                                 $260
                      2011                                  $65
                   Thereafter                                 -

Impairment of Long-Lived Assets and Goodwill
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.  The residual
fair value after this allocation is the implied fair value of the reporting unit
goodwill.

                                       11

<PAGE>

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.

Stock-Based Compensation
On  January  1, 2006 the  Company  adopted  Statement  of  Financial  Accounting
Standards No. 123 (revised  2004),  Share-Based  Payment (SFAS 123R),  using the
modified-prospective   transition   method.   Under  this   transition   method,
compensation  cost recognized during the quarters ended March 31, 2007 and March
31, 2006 include: (a) compensation cost for all share-based awards granted prior
to, but not yet vested as of, January 1, 2007 and January 1, 2006, respectively,
based on the  grant-date  fair value and related  service  period  estimates  in
accordance with the original  provisions of SFAS 123 and (b)  compensation  cost
for all share-based  awards granted subsequent to January 1, 2007 and January 1,
2006,  respectively,  based on the  grant-date  fair value and  related  service
periods estimated in accordance with the provisions of SFAS 123R.  Historically,
stock options are the only type of share-based award granted by the Company.

Prior to the adoption of SFAS 123R, the Company used the intrinsic  value method
to account for its stock  option plans (in  accordance  with the  provisions  of
Accounting  Principles Board Opinion No. 25).  Intrinsic value is the difference
between share fair market value and option  exercise  price.  Under this method,
compensation  expense was 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) was
greater  than the amount the  employee was required to pay to acquire the stock.
Statement of Financial  Accounting Standards No. 123, Accounting for Stock-Based
Compensation  (SFAS 123),  permitted  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 would have resulted in the  recognition,  as
expense over the vesting period, of the fair value of all stock-based  awards on
the date of grant.

SFAS 123R  clarifies  and  expands the  guidance  in SFAS 123 in several  areas,
including  measuring fair value and attributing  compensation  cost to reporting
periods.  SFAS 123R  includes a  requirement  to: (a)  estimate  forfeitures  of
share-based awards at the date of grant, (b) expense  share-based awards granted
to  retirement  eligible  employees  and those  employees  with  non-substantive
non-compete  agreements   immediately,   (c)  attribute  compensation  costs  of
share-based  award grants to the stated  future  vesting  period,  (d) recognize
compensation cost of all share-based awards based upon the grant-date fair value
(including pre-2006 options).

The following table shows the number, weighted-average exercise price, intrinsic
value,  weighted average remaining  contractual life,  average remaining vesting
period,  and remaining  compensation  cost to be  recognized  over the remaining
vesting period of options  exercisable,  options not yet exercisable,  and total
options outstanding as of March 31, 2007:

<TABLE>
<CAPTION>

                                                      Currently    Currently Not      Total
(dollars in thousands except exercise price)         Exercisable     Exercisable   Outstanding
<S>                                                      <C>             <C>           <C>
Number of options                                    1,125,577         217,304      1,342,881
Weighted average exercise price                         $11.49          $19.12         $12.73
Intrinsic value                                        $13,708            $988        $14,696
Weighted average remaining contractual term (yrs.)        5.09            7.72           5.51

</TABLE>
The options for 217,304  shares that are not currently  exercisable  as of March
31, 2007 are expected to vest, on a  weighted-average  basis, over the next 1.36
years, and the Company is expected to recognize  $706,000 of compensation  costs
related to these options as they vest.

                                       12

<PAGE>

Earnings Per Share
Basic  earnings per share  represents  income  available to common  shareholders
divided by the  weighted-average  number of common shares outstanding during the
period.  Diluted earnings per share reflects additional common shares that would
have been outstanding if dilutive  potential  common shares had been issued,  as
well as any  adjustments  to income  that would  result from  assumed  issuance.
Potential  common  shares that may be issued by the Company  relate  solely from
outstanding stock options, and are determined using the treasury stock method.

Earnings per share have been computed based on the following:

                                                    Three months ended March 31,
                                                        2007             2006
                                                   -----------------------------
                                                             (in thousands)
Net income                                             $6,444           $6,535
Average number of common shares outstanding            15,879           15,737
Effect of dilutive stock options                          537              643
                                                   -----------------------------
Average number of common shares outstanding
   used to calculate diluted earnings per share         16,416           16,380
                                                   =============================

There  were  42,000  and 0 options  excluded  from the  computation  of  diluted
earnings  per share for the three month  periods  ended March 31, 2007 and 2006,
respectively, because the effect of these options was antidilutive.

Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains
and losses be  included in net income.  Although  certain  changes in assets and
liabilities,   such  as  unrealized  gains  and  losses  on   available-for-sale
securities,  are reported as a separate  component of the equity  section of the
balance  sheet,   such  items,   along  with  net  income,   are  components  of
comprehensive income.

The components of other comprehensive  income (loss) and related tax effects are
as follows:

                                                    Three months ended March 31,
                                                     2007                 2006
                                                    ----------------------------
                                                           (in thousands)
Unrealized holding gains (losses) on available-
  for-sale securities                                 $921              ($2,597)
Tax effect                                            (388)               1,092
                                                    ----------------------------
  Unrealized holding gains (losses) on
  available-for-sale securities, net of tax           $533              ($1,505)
                                                    ============================

The   components  of  accumulated   other   comprehensive   loss,   included  in
shareholders' equity, are as follows:

                                                   March 31,        December 31,
                                                     2007               2006
                                                   -----------------------------
                                                           (in thousands)
Net unrealized losses on available-for-sale
  securities                                        ($2,934)            ($3,855)
Tax effect                                            1,233               1,621
                                                   -----------------------------
  Unrealized holding losses on
  available-for-sale securities, net of tax          (1,701)             (2,234)
                                                   -----------------------------
Minimum pension liability                            (3,946)             (3,946)
Tax effect                                            1,659               1,659
                                                   -----------------------------
   Minimum pension liability, net of tax             (2,287)             (2,287)
                                                   -----------------------------
Accumulated other comprehensive loss                ($3,988)            ($4,521)
                                                   =============================

                                       13

<PAGE>


Retirement Plans
The Company has  supplemental  retirement plans for current and former 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 Ended March 31,
                                                        2007            2006
                                                    ----------------------------
                                                          (in thousands)
Net pension cost included the following components:
Service cost-benefits earned during the period         $150            $139
Interest cost on projected benefit obligation           146             132
Amortization of net obligation at transition              -               -
Amortization of prior service cost                       45              50
Recognized net actuarial loss                            28              34
                                                    ----------------------------
Net periodic pension cost                              $369            $355
                                                    ============================

During the three months ended March 31, 2007 and 2006,  the Company  contributed
and paid out as benefits  $149,000 and $151,000,  respectively,  to participants
under the plans.  For the year ending  December 31, 2007, the Company expects to
contribute and pay out as benefits $528,000 to participants under the plans.

Recent Accounting Pronouncements
In February  2006,  the FASB  issued  FASB  Statement  of  Financial  Accounting
Standards  No. 155,  Accounting  for Certain  Hybrid  Financial  Instruments  an
amendment of FASB  Statements  No. 133 and 140 (SFAS 155).  SFAS 155 amends SFAS
133, Accounting for Derivative  Instruments and Hedging Activities and SFAS 140,
Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments
of  Liabilities.  SFAS 155 (i) permits fair value  remeasurement  for any hybrid
financial  instrument that contains an embedded  derivative that otherwise would
require   bifurcation,   (ii)   clarifies   which   interest-only   strips   and
principal-only  strips are not subject to the  requirements  of SFAS 133,  (iii)
establishes a requirement to evaluate interests in securitized  financial assets
to  identify  interests  that are  freestanding  derivatives  or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation,
(iv) clarifies that  concentrations  of credit risk in the form of subordination
are  not  embedded  derivatives,  and  (v)  amends  SFAS  140 to  eliminate  the
prohibition  on a qualifying  special  purpose  entity from holding a derivative
financial  instrument that pertains to a beneficial  interest other than another
derivative financial instrument. The adoption of SFAS 155 on January 1, 2007 had
no impact the Company's consolidated financial statements.

In March 2006, the FASB issued FASB Statement of Financial  Accounting Standards
No. 156,  Accounting for Servicing of Financial Assets,  (SFAS 156) an amendment
of FASB Statement No. 140. SFAS 156 requires all separately-recognized servicing
assets and  liabilities  to be  initially  measured at fair  value,  and permits
companies to elect, on a  class-by-class  basis, to account for servicing assets
and  liabilities on either a lower of cost or market value basis or a fair value
measurement  basis. The Company elected to early adopt SFAS 156 as of January 1,
2006 and to measure residential  mortgage servicing rights (MSRs) at fair value.
At December 31, 2005,  MSRs were accounted for at the lower of amortized cost or
market value basis. As a result of adopting SFAS 156, there was no adjustment to
opening  retained  earnings  as of January 1, 2006,  representing  the effect of
remeasuring all MSRs that existed at December 31, 2005 from a lower of amortized
cost or market basis to a fair value basis, as this amount was immaterial.

In  September  2006,  the FASB issued FASB  Statement  of  Financial  Accounting
Standards No. 157,  Fair Value  Measurements  (SFAS 157).  SFAS 157 defines fair
value,  establishes a framework for measuring  fair value in generally  accepted
accounting  principles,  and expands  disclosures about fair value measurements.
SFAS 157 is effective  for the Company on January 1, 2008 and is not expected to
have a significant impact on the Company's consolidated financial statements.

                                       14

<PAGE>

In  September  2006,  the FASB issued FASB  Statement  of  Financial  Accounting
Standards No. 158,  Employers'  Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statements No. 87, 88 106, and 132(R)
(SFAS  158).  SFAS 158  requires  an employer to  recognize  the  overfunded  or
underfunded  status of  defined  benefit  postretirement  plans as an asset or a
liability in its statement of financial position.  The funded status is measured
as the difference  between plan assets at fair value and the benefit  obligation
(the projected benefit  obligation for pension plans or the accumulated  benefit
obligation for other postretirement benefit plans). An employer is also required
to measure the funded status of a plan as of the date of its year-end  statement
of financial  position  with  changes in the funded  status  recognized  through
comprehensive  income. SFAS 158 also requires certain disclosures  regarding the
effects on net  periodic  benefit  cost for the next fiscal year that arise from
delayed recognition of gains or losses,  prior service costs or credits, and the
transition asset or obligation. The Company was required to recognize the funded
status of its defined benefit  post-retirement benefit plans in its consolidated
financial  statements  for the year ended  December  31,  2006.  The Company had
previously recognized the funded status of its supplemental retirement plans for
directors and key executives in prior  consolidated  financial  statements.  The
Company  has  no  other  defined  benefit  post-retirement  benefit  plans.  The
requirement to measure plan assets and benefit obligations as of the date of the
year-end  statement  of  financial  position  is  effective  for  the  Company's
consolidated  financial  statements  beginning  with the fiscal year ended after
December 15, 2008.  The Company  currently  uses December 31 as the  measurement
date for its defined benefit post-retirement benefit plans.

In February  2007,  the FASB  issued  FASB  Statement  of  Financial  Accounting
Standards  No. 159, The Fair Value  Option for  Financial  Assets and  Financial
Liabilities - Including an amendment to FASB Statement No. 115 (SFAS 159).  SFAS
159 permits entities to choose to measure many financial instruments and certain
other items at fair value.  The objective is to improve  financial  reporting by
providing  entities  with the  opportunity  to mitigate  volatility  in reported
earnings caused by measuring related assets and liabilities  differently without
having to apply complex hedge accounting  provisions.  SFAS 159 is effective for
the Company on January 1, 2008 and is not expected to have a significant  impact
on the Company's consolidated financial statements.

In June  2006,  the FASB  issued  FASB  Interpretation  No. 48,  Accounting  for
Uncertainty in Income Taxes, an  interpretation  of FASB Statement 109 (FIN 48).
FIN 48  prescribes a recognition  threshold and a measurement  attribute for the
financial  statement  recognition  and  measurement  of a tax position  taken or
expected  to be taken in a tax return.  Benefits  from tax  positions  should be
recognized in the financial statements only when it is more likely than not that
the tax position will be sustained upon  examination by the  appropriate  taxing
authority  that would have full  knowledge  of all relevant  information.  A tax
position that meets the  more-likely-than-not  recognition threshold is measured
at the largest  amount of benefit that is greater than fifty  percent  likely of
being realized upon ultimate settlement. Tax positions that previously failed to
meet the more-likely-than-not  recognition threshold should be recognized in the
first  subsequent  financial  reporting  period in which that  threshold is met.
Previously recognized tax positions that no longer meet the more-likely-than-not
recognition  threshold should be derecognized in the first subsequent  financial
reporting  period in which that threshold is no longer met. FIN 48 also provides
guidance on the  accounting  for and  disclosure of  unrecognized  tax benefits,
interest and penalties.  FIN 48 was effective for the Company on January 1, 2007
and did not have a significant  impact on the Company's  consolidated  financial
statements.

Reclassifications
Certain amounts previously  reported in the 2006 financial  statements have been
reclassified to conform to the 2007 presentation.  These  reclassifications  did
not affect previously reported net income or total shareholders' equity.

                                       15

<PAGE>

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

                                                        (Unaudited)
                                                    Three months ended
                                                        March 31,
                                               ----------------------------
                                                 2007              2006
                                               ----------------------------
Net Interest Income (FTE)                       $21,666          $21,468
Provision for loan losses                          (482)            (500)
Noninterest income                                6,600            6,448
Noninterest expense                             (16,960)         (16,422)
Provision for income taxes (FTE)                 (4,380)          (4,459)
                                                ---------------------------
Net income                                       $6,444           $6,535
                                                ===========================

Earnings per share:
     Basic                                          $0.41           $0.42
     Diluted                                        $0.39           $0.40
Per share:
     Dividends paid                                 $0.13           $0.12
     Book value at period end                       10.96            9.68
     Tangible book value at period end               9.89            8.44

Average common shares outstanding                  15,879         15,737
Average diluted common shares outstanding          16,416         16,380
Shares outstanding at period end                   15,910         15,778
At period end:
     Loans, net                                $1,478,719     $1,383,464
     Total assets                               1,866,321      1,829,526
     Total deposits                             1,536,849      1,527,391
     Other borrowings                              41,347         31,441
     Junior subordinated debt                      41,238         41,238
     Shareholders' equity                         174,397        152,797

Financial Ratios:
During the period (annualized):
     Return on assets                              1.38%           1.43%
     Return on equity                             14.79%          16.93%
     Net interest margin(1)                        5.12%           5.21%
     Net loan charge-offs to average loans         0.13%           0.01%
     Efficiency ratio(1)                          60.00%          58.83%
     Average equity to average assets              9.34%           8.47%
At period end:
     Equity to assets                              9.34%           8.35%
     Total capital to risk-adjusted assets        11.76%          11.09%
     Allowance for losses to loans(2)              1.26%           1.32%

(1) Fully taxable equivalent (FTE)
(2) Allowance for losses includes allowance for loan losses and reserve for
unfunded commitments.

                                       16

<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition 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.  The
presentation  of  interest  income and net  interest  income on a FTE basis is a
common  practice within the banking  industry.  Interest income and net interest
income  are  shown on a  non-FTE  basis in the  Part I -  Financial  Information
section  of  this  Form  10-Q,  and a  reconciliation  of the  FTE  and  non-FTE
presentations is provided below in the discussion of net interest income.

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. 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  Condensed  Consolidated  Financial  Statements  of the Company and the
Notes thereto located at Item 1 of this report.

The Company had quarterly  earnings of  $6,444,000,  or $0.39 per diluted share,
for the three  months  ended  March 31,  2007.  These  results  represent a 2.5%
decrease from the $0.40 earnings per diluted share reported for the three months
ended March 31, 2006 on earnings of $6,535,000. The decrease in results from the
year-ago  quarter  was  primarily  due to a $198,000  (0.9%)  increase  in fully
tax-equivalent  net  interest  income  to  $21,666,000,  and a  $152,000  (2.4%)
increase  in  noninterest  income,  offset  by a  $538,000  (3.3%)  increase  in
noninterest expense to $16,960,000 for the quarter ended March 31, 2007.

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

                                               Three months ended
                                                    March 31,
                                           ---------------------------
                                             2007              2006
                                           ---------------------------

Net Interest Income (FTE)                   $21,666          $21,468
Provision for loan losses                      (482)            (500)
Noninterest income                            6,600            6,448
Noninterest expense                         (16,960)         (16,422)
Provision for income taxes (FTE)             (4,380)          (4,459)
                                           ---------------------------
Net income                                   $6,444           $6,535
                                           ===========================

                                       17

<PAGE>


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

                                             Three months ended
                                                  March 31,
                                          -----------------------
                                              2007         2006
                                          -----------------------
     Interest income                        $30,661      $27,978
     Interest expense                        (9,216)      (6,773)
     FTE adjustment                             221          263
                                          -----------------------
       Net interest income (FTE)            $21,666      $21,468
                                          =======================

     Average earning assets              $1,692,574   $1,646,777
     Net interest margin (FTE)                 5.12%        5.21%

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 2007 increased  $198,000  (0.9%) from the same period in 2006 to $21,666,000.
The  increase  in net  interest  income  (FTE) was due to a  $45,797,000  (2.8%)
increase in average  balances of earning  assets to  $1,692,574,000  and a 0.09%
decrease in net interest margin (FTE) to 5.12%.

Interest and Fee Income
Interest and fee income (FTE) for the first quarter of 2007 increased $2,641,000
(9.4%) from the first quarter of 2006.  The increase was due to the  $45,797,000
(2.8%) increase in average  interest-earning  assets and a 0.44% increase in the
yield on those average earning assets to 7.30%.  The growth in  interest-earning
assets was the result of a $105,514,000 (7.6%) increase in average loan balances
to $1,490,055,000  that was offset by a $56,092,000  (24.8%) decrease in average
balance of investments to $170,072,000.

Contributing to the 0.44% increase in average yield on  interest-earning  assets
was a 0.39%  increase in average  yield on loans to 7.63% in the  quarter  ended
March 31, 2007 compared to 7.24% in the year-ago quarter. This 0.39% increase in
average  yield on loans is  primarily  the  result of  increases  in  short-term
lending rates including the prime rate of lending which increased  steadily from
7.25% at December 31, 2005 to 8.25% at June 30, 2006.  The average  yield on the
Company's  combined  taxable and nontaxable  investment  balances was relatively
unchanged at 4.86% in the quarter  ended March 31, 2007 compared to 4.84% in the
year-ago quarter.

Interest Expense
Interest  expense  increased  $2,443,000  (36.1%)  in the first  quarter of 2007
compared to the year-ago  quarter.  The increase  was  primarily  due to a 0.74%
increase in the average rate paid on interest-bearing  liabilities from 2.11% in
the first quarter of 2006 to 2.85% in the first quarter of 2007.

The average balance of interest-bearing liabilities increased $10,488,000 (0.8%)
in the first  quarter of 2007  compared  to the  year-ago  quarter.  The average
balance of  noninterest-bearing  deposits,  time deposits,  and other borrowings
were  up  $6,336,000  (1.8%),   $97,029,000   (20.9%)  and  $9,578,000  (29.9%),
respectively, from the year-ago quarter. The average balance of interest-bearing
demand  deposits,   and  savings  deposits  were  down  $17,394,000  (7.0%)  and
$50,323,000 (11.6%), respectively,  from the year-ago quarter. The average rates
paid for all categories of interest-bearing liabilities were up due to increases
in market  rates.  The average rate paid on  interest-bearing  demand  deposits,
savings deposits, time deposits,  federal funds purchased,  other borrowings and
junior  subordinated debt increased 0.01%, 0.09%, 1.14%, 0.86%, 0.36% and 0.81%,
respectively, to 0.21%, 0.83%, 4.61%, 5.28%, 4.71% and 7.92%, respectively.

                                       18

<PAGE>

Net Interest Margin (FTE)

The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:
                                              Three months ended
                                                  March 31,
                                              -------------------
                                              2007         2006
                                              -------------------
Yield on earning assets                       7.30%        6.86%
Rate paid on interest-bearing liabilities     2.85%        2.11%
                                              -------------------
  Net interest spread                         4.45%        4.75%
Impact of all other net
  noninterest-bearing funds                   0.67%        0.46%
                                              -------------------
        Net interest margin                   5.12%        5.21%
                                              ===================

Net interest margin in the first quarter of 2007 decreased 0.09% compared to the
first quarter of 2006.  This decrease in net interest  margin was due to a 0.30%
decrease in net interest  spread that was partially  offset by a 0.21% favorable
increase in the impact of all other net noninterest-bearing  funds when compared
to the year-ago quarter.

Summary of Average Balances, Yields/Rates and Interest Differential
The following table presents,  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).

<TABLE>
<CAPTION>

                                                          For the three months ended
                                       ----------------------------------------------------------------
                                                March 31, 2007                  March 31, 2006
                                       -----------------------------   --------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------   --------------------------------
<S>                                       <C>        <C>       <C>          <C>      <C>        <C>
Assets:
Loans                                  $1,490,055  $28,423    7.63%     $1,384,541 $25,069     7.24%
Investment securities - taxable           170,072    1,841    4.33%        226,164   2,440     4.32%
Investment securities - nontaxable         32,165      615    7.64%         35,403     725     8.20%
Federal funds sold                            282        3    4.26%            669       7     4.19%
                                       -----------------------------   --------------------------------
   Total earning assets                 1,692,574   30,882    7.30%      1,646,777  28,241     6.86%
Other assets                              172,874                          175,664
                                       ----------                       ----------
Total assets                           $1,865,448                       $1,822,441
                                      ===========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $230,072      122    0.21%       $247,466     122     0.20%
Savings deposits                          381,883      797    0.83%        432,206     797     0.74%
Time deposits                             560,913    6,469    4.61%        463,884   4,023     3.47%
Federal funds purchased                    39,524      522    5.28%         67,926     750     4.42%
Other borrowings                           41,584      490    4.71%         32,006     348     4.35%
Junior subordinated debt                   41,238      816    7.92%         41,238     733     7.11%
                                       -----------------------------    -------------------------------
   Total interest-bearing liabilities   1,295,214    9,216    2.85%      1,284,726   6,773     2.11%
Noninterest-bearing deposits              361,605                          355,269
Other liabilities                                   34,367                              28,036
Shareholders' equity                      174,262                          154,410
                                       ----------                       ----------
Total liabilities and shareholders'    $1,865,448                       $1,822,441
  equity                               ==========                       ==========
Net interest spread(1)                                        4.45%                           4.75%
Net interest income and interest margin(2)         $21,666    5.12%                $21,468    5.21%
                                                   ===============                 ================
</TABLE>

(1) Net interest spread represents the average yield earned on 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

<PAGE>

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

The following  table sets forth a summary of the changes in interest  income 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 March 31, 2007
                                                compared with three months
                                                   ended March 31, 2006
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                        $1,910       $1,444      $3,354
Investment securities                          (718)           8        (710)
Federal funds sold                               (4)           -          (4)
                                             ---------------------------------
   Total earning assets                       1,188        1,452       2,640
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                 (9)           9           -
Savings deposits                                (93)          93           -
Time deposits                                   842        1,604       2,446
Federal funds purchased                        (314)          86        (228)
Other borrowings                                104           38         142
Junior subordinated debt                          -           83          83
                                             ---------------------------------
  Total interest-bearing liabilities           530        1,913       2,443
                                             ---------------------------------
Increase (decrease) in Net Interest Income     $658        ($461)       $197
                                             =================================
Provision for Loan Losses
The  Company  provided  $482,000  for loan  losses in the first  quarter of 2007
versus $500,000 in the first quarter of 2006.  During the first quarter of 2007,
the Company recorded $501,000 of net loan charge-offs versus $82,000 of net loan
charge-offs in the year-ago quarter.

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

                                           Three months ended March 31,
                                           ----------------------------
                                                  2007          2006
                                           ----------------------------
     Service charges on deposit accounts        $3,559        $3,474
     ATM fees and interchange                      949           818
     Other service fees                            565           515
     Change in value of mortgage servicing rights  (12)           50
     Gain on sale of loans                         266           298
     Commissions on sale of
       nondeposit investment products              500           558
     Increase in cash value of life insurance      405           400
     Other noninterest income                      368           335
                                           ---------------------------
     Total noninterest income                   $6,600        $6,448
                                           ===========================

Noninterest  income for the first quarter of 2007 increased $152,000 (2.4%) from
the  year-ago  quarter.  The  increase in  noninterest  income from the year-ago
quarter  was  mainly  due  to a  $131,000  (16.0%)  increase  in  ATM  fees  and
interchange  revenue to  $949,000  and an  $85,000  (2.4%)  increase  in service
charges on deposit accounts to $3,559,000. The increase in these areas is mainly
due to the  expansion  of the  Company's  ATM  network  and  growth in number of
customers.

                                       20

<PAGE>

Noninterest Expense

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

                                            Three months ended March 31,
                                            ----------------------------
                                                  2007          2006
                                            ----------------------------
     Salaries & benefits                        $9,742        $9,156
     Occupancy                                   1,170         1,022
     Equipment                                   1,098         1,145
     ATM network charges                           428           434
     Data processing and software                  419           412
     Telecommunications                            409           370
     Advertising and marketing                     404           440
     Professional fees                             347           380
     Courier service                               298           297
     Postage                                       221           244
     Intangible amortization                       123           346
     Provision for losses - unfunded commitments   117             -
     Assessments                                    81            80
     Operational losses                             60            44
     Other                                       2,043         2,052
                                            ----------------------------
     Total                                     $16,960       $16,422
                                            ============================
     Average full time equivalent staff         632           607
     Noninterest expense to revenue (FTE)     60.00%        58.83%

Noninterest  expense for the first  quarter of 2007  increased  $538,000  (3.3%)
compared to the first quarter of 2006.  Salaries and benefits expense  increased
$586,000 (6.4%) to $9,742,000. The increase in salaries and benefits expense was
mainly due to annual salary increases,  and a 4.1% increase in average full time
equivalent  staff made up primarily of new employees at the  Company's  recently
opened  branches.  Other  categories of  noninterest  expense such as equipment,
occupancy and ATM network  charges also  increased,  in part, due to these newly
opened branches.  Intangible  amortization  decreased $223,000 (64%) to $123,000
during the first quarter of 2007 as the core deposit  intangible  related to the
purchase  of several  branches  in 1997  became  fully  amortized  in the fourth
quarter of 2006.

Provision for Income Tax
The  effective  tax rate for the three  months  ended  March 31,  2007 was 39.2%
compared to 39.1% for the three months ended March 31, 2006.  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 increase in cash value of life insurance, tax-exempt loans and
state and municipal securities.

                                       21

<PAGE>


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 March 31, 2007           At December 31, 2006
                           -------------------------   -------------------------
                             Gross Guaranteed  Net       Gross Guaranteed   Net
                           -------------------------   -------------------------
Classified loans           $22,554   $6,367  $16,187    $13,116  $6,514   $6,602
Other classified assets        187        -      187          -       -        -
                           -----------------------------------------------------
Total classified assets    $22,741   $6,367  $16,374    $13,116  $6,514   $6,602
                           =====================================================
Allowance for loan losses/classified loans     104.4%                     256.2%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies and its government-sponsored  agencies increased $9,772,000 (148.0%) to
$16,374,000 at March 31, 2007 from $6,602,000 at December 31, 2006.

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
three  months  ended  March 31,  2007,  if all such  loans had been  current  in
accordance with their original terms, totaled $397,000. Interest income actually
recognized  on these  loans  during the three  months  ended  March 31, 2007 was
$179,000.

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.

                                       22

<PAGE>

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.

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,  increased  $1,666,000  (36.9%) to  $6,178,000  during the first three
months of 2007.  Nonperforming assets net of guarantees represent 0.33% 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.

<TABLE>
<CAPTION>


                                                  At March 31, 2007           At December 31, 2006
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
(dollars in thousands):                       ------------------------------------------------------
<S>                                             <C>       <C>      <C>       <C>      <C>      <C>
Performing nonaccrual loans                   $11,724   $6,228   $5,496    $10,255  $6,372   $3,883
Nonperforming, nonaccrual loans                   495        -      495        561       -      561
                                              ------------------------------------------------------
     Total nonaccrual loans                    12,219    6,228    5,991     10,816   6,372    4,444
Loans 90 days past due and still accruing           -        -        -         68       -       68
                                              ------------------------------------------------------
Total nonperforming loans                      12,219    6,228    5,991     10,884   6,372    4,512
Other real estate owned                           187        -      187          -       -        -
                                              ------------------------------------------------------
Total nonperforming assets                    $12,406   $6,228   $6,178    $10,884  $6,372   $4,512
                                              =====================================================

Nonperforming loans to total loans                               0.40%                        0.30%
Nonperforming assets to total assets                             0.33%                        0.24%
Allowance for loan losses to nonperforming loans                  282%                        375%

</TABLE>

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.

On March 11, 2004,  the Board of  Directors  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 effective on April
9, 2004. 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 March 31, 2007, the Company had  repurchased  394,371 shares under
this plan as adjusted for the 2-for-1 stock split paid on April 30, 2004,  which
left 105,629 shares available for repurchase under the plan.

The  Company's  primary  capital  resource is  shareholders'  equity,  which was
$174,397,000 at March 31, 2007. This amount represents an increase of $4,961,000
from December 31, 2006, the net result of comprehensive income for the period of
$6,977,000,  the issuance of common  shares via the exercise of stock options of
$1,867,000, the tax effect of the exercise of stock options of $852,000, and the
effect of stock option vesting of $175,000,  partially  offset by the retirement
of common stock with value of $2,841,000 tendered by employees, in lieu of cash,
to exercise stock options, and dividends paid of $2,069,000. The Company's ratio
of equity to total  assets was  9.34%,  8.35%,  and 8.82% as of March 31,  2007,
March 31, 2006, and December 31, 2006, respectively.

                                       23

<PAGE>

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

                                  At March 31,         At            Minimum
                               ------------------  December 31,    Regulatory
                               2007       2006        2006         Requirement
                               ------------------------------------------------
     Tier I Capital            10.75%     10.04%     10.44%           4.00%
     Total Capital             11.76%     11.09%     11.44%           8.00%
     Leverage ratio            10.87%      9.82%     10.49%           4.00%

Off-Balance Sheet Items
The Bank has certain  ongoing  commitments  under  operating and capital leases.
These commitments do not significantly impact operating results. As of March 31,
2007 commitments to extend credit and commitments  related to the Bank's deposit
overdraft  privilege  product were the Bank's only  financial  instruments  with
off-balance  sheet  risk.  The  Bank has not  entered  into  any  contracts  for
financial  derivative   instruments  such  as  futures,   swaps,  options,  etc.
Commitments to extend credit were  $663,958,000  and  $623,133,000  at March 31,
2007 and December 31, 2006, respectively, and represent 44.4% of the total loans
outstanding  at March 31, 2007 versus 41.3% at December  31,  2006.  Commitments
related to the Bank's deposit overdraft  privilege  product totaled  $33,526,000
and $33,290,000 at March 31, 2007 and December 31, 2006, respectively.

Certain Contractual Obligations
The following chart summarizes certain contractual obligations of the Company as
of December 31, 2006:

<TABLE>
<CAPTION>

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

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

Federal funds purchased                            $38,000      $38,000            -            -            -
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                            235            -          235            -            -
Other collateralized borrowings,
   fixed rate of  3.82% payable on January 2, 2007  17,176       17,176            -            -            -
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
Junior subordinated debt, adjustable rate
   of three-month LIBOR plus 2.55%,
   callable in whole or in part by the
   Company on a quarterly basis beginning
   July 23, 2009, matures July 23, 2034             20,619            -            -            -       20,619
Operating lease obligations                          6,727        1,755        2,900        1,474          598
Deferred compensation(1)                             1,199          240          470          377          112
Supplemental retirement plans(1)                     4,543          524        1,024          975        2,020
                                                 -----------------------------------------------------------------
Total contractual obligations                     $131,618      $57,695      $27,129       $2,826      $43,968
                                                 -================================================================
</TABLE>

 (1)  These amounts represent known certain payments to participants under the
      Company's deferred compensation and supplemental retirement plans. See
      "Retirement Plans" at Part I, Item 1 of this report for additional
      information related to the Company's deferred compensation and
      supplemental retirement plan liabilities.

                                       24

<PAGE>

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 March 31, 2007,  the results of the  simulations  noted above  indicate  that
given a "flat"  balance  sheet  scenario,  and if deposit  rates  track  general
interest  rate changes by  approximately  50%, the  Company's  balance  sheet is
slightly  liability  sensitive.  "Liability  sensitive"  implies  that  earnings
decrease when interest rates rise,  and increase when interest  rates  decrease.
The  magnitude of all the  simulation  results  noted above is within the Bank'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 March 31, 2007 and 2006, the Company had no derivative financial instruments.

                                       25

<PAGE>

Liquidity
The  Company's  principal  source of asset  liquidity is federal  funds sold and
marketable  investment securities available for sale. At March 31, 2007, federal
funds sold and investment  securities  available for sale totaled  $188,478,000,
representing  a decrease of  $10,677,000  (5.4%) from  December 31, 2006,  and a
decrease of  $55,963,000  (22.9%) from March 31, 2006. In addition,  the Company
generates  additional  liquidity  from its operating  activities.  The Company's
profitability  during the first three months of 2007  generated  cash flows from
operations of $12,271,000  compared to $10,883,000 during the first three months
of  2006.  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 $10,604,000 during
the three  months  ended March 31, 2007  compared to  $13,894,000  for the three
months ended March 31, 2006.  During the three months ended March 31, 2007,  the
Company  invested  $122,000 in securities  and received  $13,577,000 of net loan
principal   reductions,   compared  to  $985,000  and  $15,155,000  invested  in
securities and net loan growth,  respectively,  during the first three months of
2006.  These changes in investment  and loan  balances  contributed  to net cash
provided by investing  activities of  $23,214,000  during the three months ended
March 31, 2007, compared to net cash used for investing activities of $2,860,000
during the three months ended March 31, 2006. Financing activities used net cash
of  $63,236,000  during the three months  ended March 31, 2007,  compared to net
cash used in financing  activities of $22,220,000  during the three months ended
March 31, 2006. Deposit balance decreases accounted for $62,300,000 of financing
uses of funds  during  the three  months  ended  March  31,  2007,  compared  to
$30,594,000 of funds  provided by increases in deposits  during the three months
ended March 31, 2006.  Dividends  paid used  $2,069,000  and  $1,891,000 of cash
during the three months ended March 31, 2007 and 2006,  respectively.  Decreases
in Federal funds  purchased  used  $51,000,000  of cash during the quarter ended
March 31, 2006. 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  March  31,  2007  ("Evaluation  Date").  Based  on  that
evaluation,  they each concluded  that as of the  Evaluation  Date the Company's
disclosure  controls and procedures are effective to ensure that the information
required to be  disclosed by the Company in this  Quarterly  Report on Form 10-Q
was  recorded,  processed,  summarized  and  reported  within  the time  periods
specified in the SEC's rules and forms for Form 10-Q.

No changes in the Company's  internal control over financial  reporting occurred
during  the  first  quarter  of  2007  that  have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

                                       26

<PAGE>

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 1A - Risk Factors

There have been no material changes to the risk factors previously  disclosed in
Item 1A to Part I of our Annual Report on Form 10-K for the year ended  December
31, 2006.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows information concerning the common stock repurchased by
the Company  during the first quarter of 2007  pursuant to the  Company's  stock
repurchase plan  originally  announced on July 31, 2003, as amended on March 11,
2004, to conform with the Company's  two-for-one  stock split effective on April
9, 2004,  which is discussed in more detail under  "Capital  Resources"  in this
report:

<TABLE>
<CAPTION>

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
-----------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                   <C>                    <C>
Jan. 1-31, 2007             -              -                        -                 125,629
Feb. 1-28, 2007             -              -                        -                 125,629
Mar. 1-31, 2007        20,000           23.50                  20,000                 105,629
-----------------------------------------------------------------------------------------------------------
Total                  20,000           23.50                  20,000                 105,629

</TABLE>

During the quarter ended March 31, 2007, employees tendered 97,516 shares of the
Company's  common stock with an average market value of $24.32 per share in lieu
of cash to exercise  options and pay related income tax  withholding  amounts as
permitted by the Company's shareholder-approved stock option plans. The tendered
shares were  retired.  The market  value of  tendered  shares is the last market
trade price at closing on the day the option is exercised.

Item 6 - 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.

                                       27

<PAGE>

10.2      Form of Change of  Control  Agreement  dated as of  August  23,  2005,
          between  TriCo,  Tri  Counties  Bank and each of Bruce  Belton,  Craig
          Carney,  Gary Coelho, W.R. Hagstrom,  Andrew Mastorakis,  Rick Miller,
          Richard O'Sullivan, Thomas Reddish, and Ray Rios filed as Exhibit 10.2
          to  TriCo's  Quarterly  Report  on Form  10-Q  for the  quarter  ended
          September 30, 2005.

10.3*     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).

10.4*     TriCo's  2001 Stock  Option Plan as amended  filed as Exhibit  10.7 to
          TriCo's  Annual  Report on Form 10-K for the year ended  December  31,
          2004.

10.5*     Amended  Employment  Agreement  between  TriCo and Richard Smith dated
          March 20,  2007  filed as Exhibit  10.1 to TriCo's  Report on Form 8-K
          dated March 20, 2007.

10.6*    Tri Counties Bank Executive Deferred Compensation Plan dated September
         1, 1987, as restated April 1, 1992, and amended and restated effective
         as of January 1, 2004 filed as Exhibit 10.9 to TriCo's Quarterly Report
         on Form 10-Q for the quarter ended September 30, 2005.

10.7*     Tri Counties Bank Deferred  Compensation Plan for Directors  effective
          January 1, 2005 filed as Exhibit 10.10 to TriCo's  Quarterly Report on
          Form 10-Q for the quarter ended September 30, 2005.

10.8*     2005 Tri Counties Bank Deferred  Compensation  Plan for Executives and
          Directors  effective January 1, 2005 filed as Exhibit 10.11 to TriCo's
          Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
          2005.

10.9*    Tri Counties Bank Supplemental Retirement Plan for Directors dated
         September 1, 1987, as restated January 1, 2001, and amended and
         restated January 1, 2004 filed as Exhibit 10.12 to TriCo's Quarterly
         Report on Form 10-Q for the quarter ended June 30, 2004.

10.10*    2004  TriCo  Bancshares  Supplemental  Retirement  Plan for  Directors
          effective  January 1, 2004 filed as Exhibit 10.13 to TriCo's Quarterly
          Report on Form 10-Q for the quarter ended June 30, 2004.

10.11*    Tri Counties Bank  Supplemental  Executive  Retirement  Plan effective
          September 1, 1987,  as amended and  restated  January 1, 2004 filed as
          Exhibit 10.14 to TriCo's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 2004.

10.12*    2004 TriCo Bancshares Supplemental Executive Retirement Plan effective
          January 1, 2004 filed as Exhibit 10.15 to TriCo's  Quarterly Report on
          Form 10-Q for the quarter ended June 30, 2004.

10.13*    Form of Joint Beneficiary  Agreement  effective March 31, 2003 between
          Tri Counties Bank and each of Craig Carney,  Richard  Miller,  Richard
          O'Sullivan,  Thomas Reddish, and Richard Smith, filed as Exhibit 10.14
          to  TriCo's  Quarterly  Report  on Form  10-Q  for the  quarter  ended
          September 30, 2003.

                                       28

<PAGE>


10.14*    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,  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.

10.15*    Form of Tri-Counties Bank Executive Long Term Care Agreement effective
          June 10, 2003  between  Tri  Counties  Bank and each of Craig  Carney,
          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.

10.16*    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.

10.17*    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.

10.18*    Form  of  Indemnification   Agreement  between  TriCo   Bancshares/Tri
          Counties Bank and each of W.R. Hagstrom, Craig Carney, Richard Miller,
          Raymond Rios, Richard  O'Sullivan,  Thomas Reddish,  and Richard Smith
          filed as Exhibit  10.21 to TriCo's  Quarterly  Report on Form 10-Q for
          the quarter ended June 30, 2004.

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.

                                       29

<PAGE>

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)

                                /s/ Thomas J. Reddish
Date:  May   7, 2007            ------------------------------
                                Thomas J. Reddish
                                Executive Vice President and
                                Chief Financial Officer

                                       30

<PAGE>

EXHIBITS

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) 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-15(e)  and  15d-15(e)  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) 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.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   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
          d.   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  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: May 7, 2007                       /s/ Richard P. Smith
                                        ----------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer

                                       31

<PAGE>

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) 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-15(e)  and  15d-15(e)  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) 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.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   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
          d.   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  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: May 7, 2007                       /s/ Thomas J. Reddish
                                        ----------------------------------------
                                        Thomas J. Reddish
                                        Executive Vice President and
                                        Chief Financial Officer

                                       32

<PAGE>

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 March 31, 2007 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 March 31, 2007 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I, Thomas J. Reddish,
Executive 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.

                                       33
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{"company-data": {"conformed-name": "TRICO BANCSHARES /", "cik": "0000356171", "assigned-sic": "6022", "irs-number": "942792841", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-10661", "film-number": "07825368"}, "business-address": {"street1": "TRICO BANCSHARES", "street2": "63 CONSTITUTION DRIVE", "city": "CHICO", "state": "CA", "zip": "95973", "phone": "5308980300"}, "mail-address": {"street1": "TRICO BANCSHARES", "street2": "63 CONSTITUTION DRIVE", "city": "CHICO", "state": "CA", "zip": "95973"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarterly Period Ended March 31, 2007         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 a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer" and "large accelerated filer" in Rule 12b-2 of the Act (check one).

Large accelerated filer      Accelerated filer  X   Non-accelerated filer
                       -----                  -----                      -----

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act).

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

                      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 April 20, 2007:  15,917,291
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                                                    16

      Item 2 - Management's Discussion and Analysis of Financial           17
      Condition and Results of Operations

      Item 3 - Quantitative and Qualitative Disclosures about Market Risk  25

      Item 4 - Controls and Procedures                                     26

PART II - OTHER INFORMATION                                                27

      Item 1 - Legal Proceedings                                           27

      Item 1A - Risk Factors                                               27

      Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds 27

      Item 6 - Exhibits                                                    27

      Signatures                                                           30

      Exhibits                                                             31
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,
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.  The reader is  directed to the
Company's  annual report on Form 10-K for the year ended  December 31, 2006, and
Part II, Item 1A of this report 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, except share data; unaudited)

                                                                 At March 31,            At December 31,
                                                            2007              2006            2006
                                                      -------------------------------   -----------------
Assets:
     Cash and due from banks                              $75,263           $78,742         $102,220
                                                      -------------------------------   -----------------
     Federal funds sold                                         -                 -              794
         Cash and cash equivalents                         75,263            78,742          103,014
     Securities available-for-sale                        188,478           244,441          198,361
     Federal Home Loan Bank stock, at cost                  8,442             7,691            8,320
     Loans, net of allowance for loan losses
         of $16,895, $16,644 and $16,914                1,478,719         1,383,464        1,492,965
     Foreclosed assets, net of allowance for
         losses of $180                                       187                 -                -
     Premises and equipment, net                           20,924            21,068           21,830
     Cash value of life insurance                          43,941            42,168           43,536
     Accrued interest receivable                            8,355             7,549            8,727
     Goodwill                                              15,519            15,519           15,519
     Other intangible assets, net                           1,543             4,061            1,666
     Other assets                                          24,950            24,823           26,028
                                                      -------------------------------   -----------------
         Total Assets                                  $1,866,321        $1,829,526       $1,919,966
                                                      ===============================   =================
Liabilities:
     Deposits:
         Noninterest-bearing demand                      $364,401          $354,514         $420,025
         Interest-bearing                               1,172,448         1,172,877        1,179,124
                                                      -------------------------------   -----------------
         Total deposits                                 1,536,849         1,527,391        1,599,149
     Federal funds purchased                               38,000            45,800           38,000
     Accrued interest payable                               7,602             5,263            7,548
     Reserve for unfunded commitments                       1,966             1,813            1,849
     Other liabilities                                     24,922            23,783           22,835
     Other borrowings                                      41,347            31,441           39,911
     Junior subordinated debt                              41,238            41,238           41,238
                                                      -------------------------------   -----------------
         Total Liabilities                              1,691,924         1,676,729        1,750,530
                                                      -------------------------------   -----------------
Commitments and contingencies
Shareholders' Equity:
     Common stock, no par value: 50,000,000 shares
         authorized; issued and outstanding:
         15,910,291 at March 31, 2007                      76,087
         15,778,090 at March 31, 2006                                        72,255
         15,857,207 at December 31, 2006                                                      73,739
     Retained earnings                                    102,298            85,872          100,218
     Accumulated other comprehensive loss, net             (3,988)           (5,330)          (4,521)
                                                      -------------------------------   -----------------
     Total Shareholders' Equity                           174,397           152,797          169,436
                                                      -------------------------------   -----------------
     Total Liabilities and Shareholders' Equity        $1,866,321        $1,829,526       $1,919,966
                                                      ===============================   =================
See accompanying notes to unaudited condensed consolidated financial statements.

                                       2
TRICO BANCSHARES
                        CONSOLIDATED STATEMENTS OF INCOME
                  (In thousands, except share data; unaudited)

                                                    Three months ended March 31,
                                                       2007           2006
                                                    ----------------------------
Interest and dividend income:
     Loans, including fees                           $28,423        $25,069
     Debt securities:
     Taxable                                           1,719          2,356
     Tax exempt                                          394            462
     Dividends                                           122             84
     Federal funds sold                                    3              7
                                                    ----------------------------
     Total interest income                            30,661         27,978
                                                    ----------------------------
Interest Expense:
     Deposits                                          7,388          4,942
     Federal funds purchased                             522            750
     Other borrowings                                    490            348
     Junior subordinated debt                            816            733
                                                    ----------------------------
     Total interest expense                            9,216          6,773
                                                    ----------------------------
     Net interest income                              21,445         21,205
                                                    ----------------------------
     Provision for loan losses                           482            500
                                                    ----------------------------
Net interest income after provision for loan losses   20,963         20,705
                                                    ----------------------------
Noninterest income:
     Service charges and fees                          5,061          4,857
     Gain on sale of loans                               266            298
     Commissions on sale of non-deposit
        investment products                              500            558
     Increase in cash value of life insurance            405            400
     Other                                               368            335
                                                    ----------------------------
     Total noninterest income                          6,600          6,448
                                                    ----------------------------
Noninterest expense:
     Salaries and related benefits                     9,742          9,156
     Other                                             7,218          7,266
                                                    ----------------------------
     Total noninterest expense                        16,960         16,422
                                                    ----------------------------
     Income before income taxes                       10,603         10,731
                                                    ----------------------------
     Provision for income taxes                        4,159          4,196
                                                    ----------------------------
     Net income                                       $6,444         $6,535
                                                    ============================
Average shares outstanding                        15,878,929     15,736,544
Diluted average shares outstanding                16,415,845     16,379,595

Per share data:
     Basic earnings                                    $0.41          $0.42
     Diluted earnings                                  $0.39          $0.40
     Dividends paid                                    $0.13          $0.12

See accompanying notes to unaudited condensed consolidated financial statements.

                                       3
TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                  (In thousands, except share data; unaudited)

                                                                     Accumulated
                                    Shares of                            Other
                                    Common     Common    Retained   Comprehensive
                                     Stock      Stock    Earnings       Loss           Total
                                 -------------------------------------------------------------
Balance at December 31, 2005      15,707,835   $71,412     $81,906      ($3,825)      $149,493
Comprehensive income:
     Net income                                              6,535                      6,535
     Change in net unrealized loss on
       Securities available for sale, net                                (1,505)       (1,505)
                                                                                       -------
     Total comprehensive income                                                         5,030
     Stock option vesting                          139                                    139
Stock options exercised              100,380       841                                    841
Repurchase of common stock           (30,125)     (137)      (678)                       (815)
Dividends paid ($0.12 per share)                           (1,891)                     (1,891)
                                 -------------------------------------------------------------
Balance at March 31, 2006         15,778,090     $72,255     $85,872       ($5,330)   $152,797
                                 =============================================================

Balance at December 31, 2006      15,857,207     $73,739    $100,218       ($4,521)   $169,436
Comprehensive income:
     Net income                                                6,444                     6,444
     Change in net unrealized loss on
               Securities available for sale, net                              533         533
                                                                                        ------
     Total comprehensive income                                                          6,977
     Stock option vesting                            175                                   175
Stock options exercised              170,600       1,867                                 1,867
Tax benefit of stock option exercise                 852                                   852
Repurchase of common stock          (117,516)       (546)     (2,295)                   (2,841)
Dividends paid ($0.13 per share)                              (2,069)                   (2,069)
                                 -------------------------------------------------------------
Balance at March 31, 2007         15,910,291     $76,087     $102,298      ($3,988)   $174,397
                                 =============================================================
See accompanying notes to unaudited condensed consolidated financial statements.

                                       4
TRICO BANCSHARES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands; unaudited)

                                                               For the three months ended March 31,
                                                                     2007               2006
                                                               ------------------------------------
Operating activities:
   Net income                                                      $6,444              $6,535
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation of premises and equipment, and amortization       930                 981
       Amortization of intangible assets                              123                 346
       Provision for loan losses                                      482                 500
       Amortization of investment securities premium, net             200                 242
       Originations of loans for resale                           (18,666)            (17,935)
       Proceeds from sale of loans originated for resale           18,737              18,064
       Gain on sale of loans                                         (266)               (298)
       Change in fair value of mortgage servicing rights               12                 (50)
       Loss on sale of fixed assets                                     5                   1
       Increase in cash value of life insurance                      (405)               (400)
       Stock option expense                                           175                 139
       Change in:
         Interest receivable                                          372                  92
         Interest payable                                              54                 757
         Other assets and liabilities, net                          4,074               1,909
                                                               ------------------------------------
           Net cash provided by operating activities               12,271              10,883
                                                               ------------------------------------
Investing activities:
   Proceeds from maturities of securities available-for-sale       10,604              13,894
   Purchases of securities available-for-sale                           -                (896)
   Purchase of Federal Home Loan Bank stock                          (122)                (89)
   Loan originations and principal collections, net                13,577             (15,155)
   Proceeds from sale of premises and equipment                        11                   1
   Purchases of premises and equipment                               (856)               (615)
                                                               ------------------------------------
     Net cash provided (used) by investing activities              23,214             (2,860)
                                                               ------------------------------------
Financing activities:
   Net (decrease) increase in deposits                            (62,300)             30,594
   Net change in federal funds purchased                                -             (51,000)
   Payments of principal on long-term other borrowings                (18)                (14)
   Net change in short-term other borrowings                        1,454                  65
   Repurchase of Common Stock                                        (470)                  -
   Dividends paid                                                  (2,069)             (1,891)
   Exercise of stock options                                          167                  26
                                                               ------------------------------------
         Net cash used by financing activities                    (63,236)            (22,220)
                                                               ------------------------------------
Net change in cash and cash equivalents                           (27,751)            (14,197)
                                                               ------------------------------------
Cash and cash equivalents at beginning of period                  103,014              92,939
                                                               ------------------------------------
Cash and cash equivalents at end of period                        $75,263             $78,742
                                                               ====================================
Supplemental disclosure of noncash activities:
Loans transferred to other real estate owned                         $187                   -
   Unrealized gain (loss) on securities available for sale           $921             ($2,597)
   Value of shares tendered in lieu of cash paid to
     exercise stock options and to pay related tax withholding     $2,371                $815
Supplemental disclosure of cash flow activity:
   Cash paid for interest expense                                  $9,162              $6,016
   Cash paid for income taxes                                           -                $900
   Income tax benefit from stock option exercises                    $852                   -
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 condensed 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 month periods
ended  March 31,  2007 and 2006 are not  necessarily  indicative  of the results
expected for the full year.  These unaudited  condensed  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, 2006.

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 32 branch  offices and 22 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,  Yolo 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  allowance  for loan  losses,  goodwill  and  other  intangible
assessments,  income taxes, and the valuation of mortgage  servicing rights, are
the only accounting estimates that materially affect the Company's  consolidated
financial statements.

Significant Group Concentration of Credit Risk
The Company grants agribusiness,  commercial, consumer, and residential loans to
customers  located  throughout the northern San Joaquin  Valley,  the Sacramento
Valley  and  northern  mountain  regions  of  California.   The  Company  has  a
diversified  loan  portfolio  within  the  business  segments  located  in  this
geographical area.

Cash and Cash Equivalents
For  purposes  of the  consolidated  statements  of cash  flows,  cash  and cash
equivalents include cash on hand, amounts due from banks and federal funds sold.

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 which 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 three months ended March 31, 2007, and  throughout  2006, the Company
did not have any securities classified as either held-to-maturity or trading.

                                        6
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  accumulated  comprehensive  loss 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 an other than temporary decline in value has occurred.

Federal Home Loan Bank Stock
The Bank is a member of the Federal  Home Loan Bank of San  Francisco  ("FHLB"),
and as a condition of membership,  it is required to purchase stock.  The amount
of FHLB  stock  required  to be  purchased  is based on the  borrowing  capacity
desired by the Bank. While technically  these are considered equity  securities,
there is no market for the FHLB stock.  Therefore,  the shares are considered as
restricted investment securities. Such investment is carried at cost.

Loans Held for Sale
Loans  originated  and intended for sale in the secondary  market are carried at
the  lower  of  aggregate  cost  or  fair  value,  as  determined  by  aggregate
outstanding  commitments from investors of current investor yield  requirements.
Net unrealized losses are recognized through a valuation allowance by charges to
income. At March 31, 2007 and 2006, and December 31, 2006, the Company's balance
of loans held for sale was immaterial.

Mortgage  loans held for sale are  generally  sold with the  mortgage  servicing
rights  retained by the Company.  The carrying  value of mortgage  loans sold is
reduced by the cost allocated to the associated mortgage servicing rights. Gains
or losses on sales of  mortgage  loans are  recognized  based on the  difference
between the selling price and the carrying  value of the related  mortgage loans
sold.

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,  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 be  classified  as  accrual.  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.
All impaired loans are classified as nonaccrual loans.

Reserve for Unfunded Commitments
The reserve for unfunded  commitments  is  established  through a provision  for
losses - unfunded  commitments charged to noninterest  expense.  The reserve for
unfunded  commitments is an amount that Management  believes will be adequate to
absorb  probable  losses  inherent in  existing  commitments,  including  unused
portions of  revolving  lines of credits  and other  loans,  standby  letters of
credits,  and unused  deposit  account  overdraft  privilege.  The  reserve  for
unfunded  commitments is based on evaluations of the  collectibility,  and prior
loss experience of unfunded commitments. The evaluations take into consideration
such  factors as changes in the nature and size of the loan  portfolio,  overall
loan portfolio quality, loan concentrations,  specific problem loans and related
unfunded  commitments,  and  current  economic  conditions  that may  affect the
borrower's or depositor's ability to pay.

                                       7
Allowance for Loan Losses
The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans and deposit related overdrafts 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  and  leases,   based  on  evaluations  of  the  collectibility,
impairment and prior loss experience of loans and leases.  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, 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.

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 for loan
losses and the reserve for unfunded commitments 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 audited consolidated  financial statements in its Annual Report on
Form 10-K for the year ended December 31, 2006.

Based on the current conditions of the loan portfolio,  Management believes that
the  allowance for loan losses and the reserve for unfunded  commitments,  which
collectively  stand at  $18,861,000  at March 31,  2007,  are 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.

                                       8
The following tables summarize the activity in the allowance for loan losses,
reserve for unfunded commitments, and allowance for losses (which is comprised
of the allowance for loan losses and the reserve for unfunded commitments) for
the periods indicated (dollars in thousands):

                                        Three months ended March 31,
                                        ----------------------------
                                               2007         2006
                                        ----------------------------
     Allowance for loan losses:
     Balance at beginning of period         $16,914       $16,226
     Provision for loan losses                  482           500
     Loans charged off                         (739)         (357)
     Recoveries of previously
       charged-off loans                        238           275
                                        ----------------------------
         Net charge-offs                       (501)          (82)
                                        ----------------------------
     Balance at end of period               $16,895       $16,644
                                        ============================

     Reserve for unfunded commitments:
     Balance at beginning of period          $1,849        $1,813
     Provision for losses -
       unfunded commitments                     117             -
                                        ----------------------------
     Balance at end of period                $1,966        $1,813
                                        ============================

       Balance at end of period:
     Allowance for loan losses              $16,895       $16,644
     Reserve for unfunded commitments         1,966         1,813
                                        ----------------------------
     Allowance for losses                   $18,861       $18,457
                                        ============================

     As a percentage of total loans:
     Allowance for loan losses                  1.13%        1.19%
     Reserve for unfunded commitments           0.13%        0.13%
                                        ----------------------------
     Allowance for losses                       1.26%        1.32%
                                        ============================

Mortgage Servicing Rights
Mortgage  servicing  rights (MSRs)  represent  the  Company's  right to a future
stream of cash flows based upon the  contractual  servicing fee associated  with
servicing mortgage loans. Our MSRs arise from residential mortgage loans that we
originate  and sell,  but retain the right to  service  the loans.  For sales of
residential  mortgage  loans, a portion of the cost of  originating  the loan is
allocated to the  servicing  right based on relative fair values of the loan and
the servicing  right.  The net gain from the retention of the servicing right is
included in gain on sale of loans in  noninterest  income when the loan is sold.
Fair  value  is  based  on  market  prices  for  comparable  mortgage  servicing
contracts, when available, or alternatively,  is based on a valuation model that
calculates  the present  value of estimated  future net  servicing  income.  The
valuation model incorporates  assumptions that market  participants would use in
estimating  future  net  servicing  income,  such as the  cost to  service,  the
discount rate, the custodial earnings rate, an inflation rate, ancillary income,
prepayment  speeds and  default  rates and  losses.  MSRs are  included in other
assets. Servicing fees are recorded in noninterest income when earned.

Effective with the Company's early adoption of SFAS 156, beginning as of January
1, 2006 MSRs are carried at fair value,  with changes in fair value  reported in
noninterest  income  in the  period  in which the  change  occurs.  On or before
December  31, 2005,  MSRs were carried at the lower of amortized  cost or market
value.  The  cumulative  effect  related  to the  adoption  of  this  change  in
accounting from lower of amortized cost or market value to fair value on January
1, 2006 was immaterial.

The determination of fair value of our MSRs requires management judgment because
they are not actively traded.  The determination of fair value for MSRs requires
valuation  processes  which combine the use of  discounted  cash flow models and
extensive  analysis  of current  market  data to arrive at an  estimate  of fair
value. The cash flow and prepayment assumptions used in our discounted cash flow
model are based on empirical data drawn from the  historical  performance of our
MSRs,   which  we  believe  are  consistent  with  assumptions  used  by  market
participants  valuing similar MSRs, and from data obtained on the performance of
similar MSRs. The key assumptions used in the valuation of MSRs include mortgage
prepayment  speeds and the discount  rate.  These  variables  can, and generally
will, change from quarter to quarter as market conditions and projected interest
rates change.  The key risks inherent with MSRs are prepayment speed and changes
in interest rates.

                                       9
The following tables summarize the activity in, and the main assumptions we used
to determine the fair value of mortgage servicing rights for the periods
indicated (dollars in thousands):

                                        Three months ended March 31,
                                        ----------------------------
                                               2007         2006
                                        ----------------------------
Mortgage servicing rights:
Balance at beginning of period               $3,912        $3,638
Additions                                       195           169
Change in fair value                            (12)           50
                                        ----------------------------
Balance at end of period                     $4,095        $3,857
                                        ============================

Servicing fees received                        $243          $237
Balance of loans serviced at:
     Beginning of period                   $389,636      $373,163
     End of period                         $393,594      $376,988
Weighted-average prepayment speed (CPR)        11.2%         10.5%
Discount rate                                  10.0%         10.0%

Off-Balance Sheet Credit Related Financial Instruments
In the ordinary course of business,  the Company has entered into commitments to
extend credit, including commitments under credit card arrangements,  commercial
letters of credit, and standby letters of credit. Such financial instruments are
recorded when they are funded.

Premises and Equipment
Land is carried at cost. Buildings 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 years for land improvements and buildings.

Foreclosed Assets
Assets acquired  through,  or in lieu of, loan foreclosure are held for sale and
are initially recorded at fair value at the date of foreclosure,  establishing a
new cost basis.  Subsequent to  foreclosure,  management  periodically  performs
valuations  and the assets are carried at the lower of  carrying  amount or fair
value less cost to sell. Revenue and expenses from operations and changes in the
valuation allowance are included in other noninterest expense.

Goodwill and Other Intangible Assets

Goodwill  represents the excess of costs over fair value of assets of businesses
acquired.  Goodwill and other 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.  Intangible  assets with
estimable  useful lives are amortized  over their  respective  estimated  useful
lives to their estimated residual values, and reviewed for impairment.

The  Company has  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.

                                       10
The following table summarizes the Company's goodwill intangible as of March 31,
2007 and December 31, 2006.
                             December 31,                              March 31,
   (Dollar in Thousands)        2006        Additions     Reductions      2007
                            ----------------------------------------------------
   Goodwill                  $15,519          -              -          $15,519

The following  table  summarizes  the Company's  core deposit  intangibles as of
March 31, 2007 and December 31, 2006.

                             December 31,                              March 31,
   (Dollar in Thousands)        2006       Additions     Reductions      2007
                             ---------------------------------------------------
   Core deposit intangibles  $13,643          -          ($10,278)       $3,365
   Accumulated amortization  (11,977)      10,278            (123)       (1,822)
   Core deposit intangibles,  $1,666      $10,278        ($10,401)       $1,543
     net                     ===================================================
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)
                   -----------                    ----------------------
                      2007                                 $490
                      2008                                 $523
                      2009                                 $328
                      2010                                 $260
                      2011                                  $65
                   Thereafter                                 -

Impairment of Long-Lived Assets and Goodwill
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.  The residual
fair value after this allocation is the implied fair value of the reporting unit
goodwill.

                                       11
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.

Stock-Based Compensation
On  January  1, 2006 the  Company  adopted  Statement  of  Financial  Accounting
Standards No. 123 (revised  2004),  Share-Based  Payment (SFAS 123R),  using the
modified-prospective   transition   method.   Under  this   transition   method,
compensation  cost recognized during the quarters ended March 31, 2007 and March
31, 2006 include: (a) compensation cost for all share-based awards granted prior
to, but not yet vested as of, January 1, 2007 and January 1, 2006, respectively,
based on the  grant-date  fair value and related  service  period  estimates  in
accordance with the original  provisions of SFAS 123 and (b)  compensation  cost
for all share-based  awards granted subsequent to January 1, 2007 and January 1,
2006,  respectively,  based on the  grant-date  fair value and  related  service
periods estimated in accordance with the provisions of SFAS 123R.  Historically,
stock options are the only type of share-based award granted by the Company.

Prior to the adoption of SFAS 123R, the Company used the intrinsic  value method
to account for its stock  option plans (in  accordance  with the  provisions  of
Accounting  Principles Board Opinion No. 25).  Intrinsic value is the difference
between share fair market value and option  exercise  price.  Under this method,
compensation  expense was 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) was
greater  than the amount the  employee was required to pay to acquire the stock.
Statement of Financial  Accounting Standards No. 123, Accounting for Stock-Based
Compensation  (SFAS 123),  permitted  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 would have resulted in the  recognition,  as
expense over the vesting period, of the fair value of all stock-based  awards on
the date of grant.

SFAS 123R  clarifies  and  expands the  guidance  in SFAS 123 in several  areas,
including  measuring fair value and attributing  compensation  cost to reporting
periods.  SFAS 123R  includes a  requirement  to: (a)  estimate  forfeitures  of
share-based awards at the date of grant, (b) expense  share-based awards granted
to  retirement  eligible  employees  and those  employees  with  non-substantive
non-compete  agreements   immediately,   (c)  attribute  compensation  costs  of
share-based  award grants to the stated  future  vesting  period,  (d) recognize
compensation cost of all share-based awards based upon the grant-date fair value
(including pre-2006 options).

The following table shows the number, weighted-average exercise price, intrinsic
value,  weighted average remaining  contractual life,  average remaining vesting
period,  and remaining  compensation  cost to be  recognized  over the remaining
vesting period of options  exercisable,  options not yet exercisable,  and total
options outstanding as of March 31, 2007:
Currently    Currently Not      Total
(dollars in thousands except exercise price)         Exercisable     Exercisable   Outstanding
Number of options                                    1,125,577         217,304      1,342,881
Weighted average exercise price                         $11.49          $19.12         $12.73
Intrinsic value                                        $13,708            $988        $14,696
Weighted average remaining contractual term (yrs.)        5.09            7.72           5.51
The options for 217,304  shares that are not currently  exercisable  as of March
31, 2007 are expected to vest, on a  weighted-average  basis, over the next 1.36
years, and the Company is expected to recognize  $706,000 of compensation  costs
related to these options as they vest.

                                       12
Earnings Per Share
Basic  earnings per share  represents  income  available to common  shareholders
divided by the  weighted-average  number of common shares outstanding during the
period.  Diluted earnings per share reflects additional common shares that would
have been outstanding if dilutive  potential  common shares had been issued,  as
well as any  adjustments  to income  that would  result from  assumed  issuance.
Potential  common  shares that may be issued by the Company  relate  solely from
outstanding stock options, and are determined using the treasury stock method.

Earnings per share have been computed based on the following:

                                                    Three months ended March 31,
                                                        2007             2006
                                                   -----------------------------
                                                             (in thousands)
Net income                                             $6,444           $6,535
Average number of common shares outstanding            15,879           15,737
Effect of dilutive stock options                          537              643
                                                   -----------------------------
Average number of common shares outstanding
   used to calculate diluted earnings per share         16,416           16,380
                                                   =============================

There  were  42,000  and 0 options  excluded  from the  computation  of  diluted
earnings  per share for the three month  periods  ended March 31, 2007 and 2006,
respectively, because the effect of these options was antidilutive.

Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains
and losses be  included in net income.  Although  certain  changes in assets and
liabilities,   such  as  unrealized  gains  and  losses  on   available-for-sale
securities,  are reported as a separate  component of the equity  section of the
balance  sheet,   such  items,   along  with  net  income,   are  components  of
comprehensive income.

The components of other comprehensive  income (loss) and related tax effects are
as follows:

                                                    Three months ended March 31,
                                                     2007                 2006
                                                    ----------------------------
                                                           (in thousands)
Unrealized holding gains (losses) on available-
  for-sale securities                                 $921              ($2,597)
Tax effect                                            (388)               1,092
                                                    ----------------------------
  Unrealized holding gains (losses) on
  available-for-sale securities, net of tax           $533              ($1,505)
                                                    ============================

The   components  of  accumulated   other   comprehensive   loss,   included  in
shareholders' equity, are as follows:

                                                   March 31,        December 31,
                                                     2007               2006
                                                   -----------------------------
                                                           (in thousands)
Net unrealized losses on available-for-sale
  securities                                        ($2,934)            ($3,855)
Tax effect                                            1,233               1,621
                                                   -----------------------------
  Unrealized holding losses on
  available-for-sale securities, net of tax          (1,701)             (2,234)
                                                   -----------------------------
Minimum pension liability                            (3,946)             (3,946)
Tax effect                                            1,659               1,659
                                                   -----------------------------
   Minimum pension liability, net of tax             (2,287)             (2,287)
                                                   -----------------------------
Accumulated other comprehensive loss                ($3,988)            ($4,521)
                                                   =============================

                                       13
Retirement Plans
The Company has  supplemental  retirement plans for current and former 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 Ended March 31,
                                                        2007            2006
                                                    ----------------------------
                                                          (in thousands)
Net pension cost included the following components:
Service cost-benefits earned during the period         $150            $139
Interest cost on projected benefit obligation           146             132
Amortization of net obligation at transition              -               -
Amortization of prior service cost                       45              50
Recognized net actuarial loss                            28              34
                                                    ----------------------------
Net periodic pension cost                              $369            $355
                                                    ============================

During the three months ended March 31, 2007 and 2006,  the Company  contributed
and paid out as benefits  $149,000 and $151,000,  respectively,  to participants
under the plans.  For the year ending  December 31, 2007, the Company expects to
contribute and pay out as benefits $528,000 to participants under the plans.

Recent Accounting Pronouncements
In February  2006,  the FASB  issued  FASB  Statement  of  Financial  Accounting
Standards  No. 155,  Accounting  for Certain  Hybrid  Financial  Instruments  an
amendment of FASB  Statements  No. 133 and 140 (SFAS 155).  SFAS 155 amends SFAS
133, Accounting for Derivative  Instruments and Hedging Activities and SFAS 140,
Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments
of  Liabilities.  SFAS 155 (i) permits fair value  remeasurement  for any hybrid
financial  instrument that contains an embedded  derivative that otherwise would
require   bifurcation,   (ii)   clarifies   which   interest-only   strips   and
principal-only  strips are not subject to the  requirements  of SFAS 133,  (iii)
establishes a requirement to evaluate interests in securitized  financial assets
to  identify  interests  that are  freestanding  derivatives  or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation,
(iv) clarifies that  concentrations  of credit risk in the form of subordination
are  not  embedded  derivatives,  and  (v)  amends  SFAS  140 to  eliminate  the
prohibition  on a qualifying  special  purpose  entity from holding a derivative
financial  instrument that pertains to a beneficial  interest other than another
derivative financial instrument. The adoption of SFAS 155 on January 1, 2007 had
no impact the Company's consolidated financial statements.

In March 2006, the FASB issued FASB Statement of Financial  Accounting Standards
No. 156,  Accounting for Servicing of Financial Assets,  (SFAS 156) an amendment
of FASB Statement No. 140. SFAS 156 requires all separately-recognized servicing
assets and  liabilities  to be  initially  measured at fair  value,  and permits
companies to elect, on a  class-by-class  basis, to account for servicing assets
and  liabilities on either a lower of cost or market value basis or a fair value
measurement  basis. The Company elected to early adopt SFAS 156 as of January 1,
2006 and to measure residential  mortgage servicing rights (MSRs) at fair value.
At December 31, 2005,  MSRs were accounted for at the lower of amortized cost or
market value basis. As a result of adopting SFAS 156, there was no adjustment to
opening  retained  earnings  as of January 1, 2006,  representing  the effect of
remeasuring all MSRs that existed at December 31, 2005 from a lower of amortized
cost or market basis to a fair value basis, as this amount was immaterial.

In  September  2006,  the FASB issued FASB  Statement  of  Financial  Accounting
Standards No. 157,  Fair Value  Measurements  (SFAS 157).  SFAS 157 defines fair
value,  establishes a framework for measuring  fair value in generally  accepted
accounting  principles,  and expands  disclosures about fair value measurements.
SFAS 157 is effective  for the Company on January 1, 2008 and is not expected to
have a significant impact on the Company's consolidated financial statements.

                                       14
In  September  2006,  the FASB issued FASB  Statement  of  Financial  Accounting
Standards No. 158,  Employers'  Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statements No. 87, 88 106, and 132(R)
(SFAS  158).  SFAS 158  requires  an employer to  recognize  the  overfunded  or
underfunded  status of  defined  benefit  postretirement  plans as an asset or a
liability in its statement of financial position.  The funded status is measured
as the difference  between plan assets at fair value and the benefit  obligation
(the projected benefit  obligation for pension plans or the accumulated  benefit
obligation for other postretirement benefit plans). An employer is also required
to measure the funded status of a plan as of the date of its year-end  statement
of financial  position  with  changes in the funded  status  recognized  through
comprehensive  income. SFAS 158 also requires certain disclosures  regarding the
effects on net  periodic  benefit  cost for the next fiscal year that arise from
delayed recognition of gains or losses,  prior service costs or credits, and the
transition asset or obligation. The Company was required to recognize the funded
status of its defined benefit  post-retirement benefit plans in its consolidated
financial  statements  for the year ended  December  31,  2006.  The Company had
previously recognized the funded status of its supplemental retirement plans for
directors and key executives in prior  consolidated  financial  statements.  The
Company  has  no  other  defined  benefit  post-retirement  benefit  plans.  The
requirement to measure plan assets and benefit obligations as of the date of the
year-end  statement  of  financial  position  is  effective  for  the  Company's
consolidated  financial  statements  beginning  with the fiscal year ended after
December 15, 2008.  The Company  currently  uses December 31 as the  measurement
date for its defined benefit post-retirement benefit plans.

In February  2007,  the FASB  issued  FASB  Statement  of  Financial  Accounting
Standards  No. 159, The Fair Value  Option for  Financial  Assets and  Financial
Liabilities - Including an amendment to FASB Statement No. 115 (SFAS 159).  SFAS
159 permits entities to choose to measure many financial instruments and certain
other items at fair value.  The objective is to improve  financial  reporting by
providing  entities  with the  opportunity  to mitigate  volatility  in reported
earnings caused by measuring related assets and liabilities  differently without
having to apply complex hedge accounting  provisions.  SFAS 159 is effective for
the Company on January 1, 2008 and is not expected to have a significant  impact
on the Company's consolidated financial statements.

In June  2006,  the FASB  issued  FASB  Interpretation  No. 48,  Accounting  for
Uncertainty in Income Taxes, an  interpretation  of FASB Statement 109 (FIN 48).
FIN 48  prescribes a recognition  threshold and a measurement  attribute for the
financial  statement  recognition  and  measurement  of a tax position  taken or
expected  to be taken in a tax return.  Benefits  from tax  positions  should be
recognized in the financial statements only when it is more likely than not that
the tax position will be sustained upon  examination by the  appropriate  taxing
authority  that would have full  knowledge  of all relevant  information.  A tax
position that meets the  more-likely-than-not  recognition threshold is measured
at the largest  amount of benefit that is greater than fifty  percent  likely of
being realized upon ultimate settlement. Tax positions that previously failed to
meet the more-likely-than-not  recognition threshold should be recognized in the
first  subsequent  financial  reporting  period in which that  threshold is met.
Previously recognized tax positions that no longer meet the more-likely-than-not
recognition  threshold should be derecognized in the first subsequent  financial
reporting  period in which that threshold is no longer met. FIN 48 also provides
guidance on the  accounting  for and  disclosure of  unrecognized  tax benefits,
interest and penalties.  FIN 48 was effective for the Company on January 1, 2007
and did not have a significant  impact on the Company's  consolidated  financial
statements.

Reclassifications
Certain amounts previously  reported in the 2006 financial  statements have been
reclassified to conform to the 2007 presentation.  These  reclassifications  did
not affect previously reported net income or total shareholders' equity.

                                       15
TRICO BANCSHARES
                                Financial Summary
                    (in thousands, except per share amounts)

                                                        (Unaudited)
                                                    Three months ended
                                                        March 31,
                                               ----------------------------
                                                 2007              2006
                                               ----------------------------
Net Interest Income (FTE)                       $21,666          $21,468
Provision for loan losses                          (482)            (500)
Noninterest income                                6,600            6,448
Noninterest expense                             (16,960)         (16,422)
Provision for income taxes (FTE)                 (4,380)          (4,459)
                                                ---------------------------
Net income                                       $6,444           $6,535
                                                ===========================

Earnings per share:
     Basic                                          $0.41           $0.42
     Diluted                                        $0.39           $0.40
Per share:
     Dividends paid                                 $0.13           $0.12
     Book value at period end                       10.96            9.68
     Tangible book value at period end               9.89            8.44

Average common shares outstanding                  15,879         15,737
Average diluted common shares outstanding          16,416         16,380
Shares outstanding at period end                   15,910         15,778
At period end:
     Loans, net                                $1,478,719     $1,383,464
     Total assets                               1,866,321      1,829,526
     Total deposits                             1,536,849      1,527,391
     Other borrowings                              41,347         31,441
     Junior subordinated debt                      41,238         41,238
     Shareholders' equity                         174,397        152,797

Financial Ratios:
During the period (annualized):
     Return on assets                              1.38%           1.43%
     Return on equity                             14.79%          16.93%
     Net interest margin(1)                        5.12%           5.21%
     Net loan charge-offs to average loans         0.13%           0.01%
     Efficiency ratio(1)                          60.00%          58.83%
     Average equity to average assets              9.34%           8.47%
At period end:
     Equity to assets                              9.34%           8.35%
     Total capital to risk-adjusted assets        11.76%          11.09%
     Allowance for losses to loans(2)              1.26%           1.32%

(1) Fully taxable equivalent (FTE)
(2) Allowance for losses includes allowance for loan losses and reserve for
unfunded commitments.

                                       16
Item 2. Management's  Discussion and Analysis of Financial Condition 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.  The
presentation  of  interest  income and net  interest  income on a FTE basis is a
common  practice within the banking  industry.  Interest income and net interest
income  are  shown on a  non-FTE  basis in the  Part I -  Financial  Information
section  of  this  Form  10-Q,  and a  reconciliation  of the  FTE  and  non-FTE
presentations is provided below in the discussion of net interest income.

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. 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  Condensed  Consolidated  Financial  Statements  of the Company and the
Notes thereto located at Item 1 of this report.

The Company had quarterly  earnings of  $6,444,000,  or $0.39 per diluted share,
for the three  months  ended  March 31,  2007.  These  results  represent a 2.5%
decrease from the $0.40 earnings per diluted share reported for the three months
ended March 31, 2006 on earnings of $6,535,000. The decrease in results from the
year-ago  quarter  was  primarily  due to a $198,000  (0.9%)  increase  in fully
tax-equivalent  net  interest  income  to  $21,666,000,  and a  $152,000  (2.4%)
increase  in  noninterest  income,  offset  by a  $538,000  (3.3%)  increase  in
noninterest expense to $16,960,000 for the quarter ended March 31, 2007.

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

                                               Three months ended
                                                    March 31,
                                           ---------------------------
                                             2007              2006
                                           ---------------------------

Net Interest Income (FTE)                   $21,666          $21,468
Provision for loan losses                      (482)            (500)
Noninterest income                            6,600            6,448
Noninterest expense                         (16,960)         (16,422)
Provision for income taxes (FTE)             (4,380)          (4,459)
                                           ---------------------------
Net income                                   $6,444           $6,535
                                           ===========================

                                       17
Net Interest Income
Following is a summary of the components of net interest  income for the periods
indicated (dollars in thousands):

                                             Three months ended
                                                  March 31,
                                          -----------------------
                                              2007         2006
                                          -----------------------
     Interest income                        $30,661      $27,978
     Interest expense                        (9,216)      (6,773)
     FTE adjustment                             221          263
                                          -----------------------
       Net interest income (FTE)            $21,666      $21,468
                                          =======================

     Average earning assets              $1,692,574   $1,646,777
     Net interest margin (FTE)                 5.12%        5.21%

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 2007 increased  $198,000  (0.9%) from the same period in 2006 to $21,666,000.
The  increase  in net  interest  income  (FTE) was due to a  $45,797,000  (2.8%)
increase in average  balances of earning  assets to  $1,692,574,000  and a 0.09%
decrease in net interest margin (FTE) to 5.12%.

Interest and Fee Income
Interest and fee income (FTE) for the first quarter of 2007 increased $2,641,000
(9.4%) from the first quarter of 2006.  The increase was due to the  $45,797,000
(2.8%) increase in average  interest-earning  assets and a 0.44% increase in the
yield on those average earning assets to 7.30%.  The growth in  interest-earning
assets was the result of a $105,514,000 (7.6%) increase in average loan balances
to $1,490,055,000  that was offset by a $56,092,000  (24.8%) decrease in average
balance of investments to $170,072,000.

Contributing to the 0.44% increase in average yield on  interest-earning  assets
was a 0.39%  increase in average  yield on loans to 7.63% in the  quarter  ended
March 31, 2007 compared to 7.24% in the year-ago quarter. This 0.39% increase in
average  yield on loans is  primarily  the  result of  increases  in  short-term
lending rates including the prime rate of lending which increased  steadily from
7.25% at December 31, 2005 to 8.25% at June 30, 2006.  The average  yield on the
Company's  combined  taxable and nontaxable  investment  balances was relatively
unchanged at 4.86% in the quarter  ended March 31, 2007 compared to 4.84% in the
year-ago quarter.

Interest Expense
Interest  expense  increased  $2,443,000  (36.1%)  in the first  quarter of 2007
compared to the year-ago  quarter.  The increase  was  primarily  due to a 0.74%
increase in the average rate paid on interest-bearing  liabilities from 2.11% in
the first quarter of 2006 to 2.85% in the first quarter of 2007.

The average balance of interest-bearing liabilities increased $10,488,000 (0.8%)
in the first  quarter of 2007  compared  to the  year-ago  quarter.  The average
balance of  noninterest-bearing  deposits,  time deposits,  and other borrowings
were  up  $6,336,000  (1.8%),   $97,029,000   (20.9%)  and  $9,578,000  (29.9%),
respectively, from the year-ago quarter. The average balance of interest-bearing
demand  deposits,   and  savings  deposits  were  down  $17,394,000  (7.0%)  and
$50,323,000 (11.6%), respectively,  from the year-ago quarter. The average rates
paid for all categories of interest-bearing liabilities were up due to increases
in market  rates.  The average rate paid on  interest-bearing  demand  deposits,
savings deposits, time deposits,  federal funds purchased,  other borrowings and
junior  subordinated debt increased 0.01%, 0.09%, 1.14%, 0.86%, 0.36% and 0.81%,
respectively, to 0.21%, 0.83%, 4.61%, 5.28%, 4.71% and 7.92%, respectively.

                                       18
Net Interest Margin (FTE)

The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:
                                              Three months ended
                                                  March 31,
                                              -------------------
                                              2007         2006
                                              -------------------
Yield on earning assets                       7.30%        6.86%
Rate paid on interest-bearing liabilities     2.85%        2.11%
                                              -------------------
  Net interest spread                         4.45%        4.75%
Impact of all other net
  noninterest-bearing funds                   0.67%        0.46%
                                              -------------------
        Net interest margin                   5.12%        5.21%
                                              ===================

Net interest margin in the first quarter of 2007 decreased 0.09% compared to the
first quarter of 2006.  This decrease in net interest  margin was due to a 0.30%
decrease in net interest  spread that was partially  offset by a 0.21% favorable
increase in the impact of all other net noninterest-bearing  funds when compared
to the year-ago quarter.

Summary of Average Balances, Yields/Rates and Interest Differential
The following table presents,  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
                                       ----------------------------------------------------------------
                                                March 31, 2007                  March 31, 2006
                                       -----------------------------   --------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------   --------------------------------
Assets:
Loans                                  $1,490,055  $28,423    7.63%     $1,384,541 $25,069     7.24%
Investment securities - taxable           170,072    1,841    4.33%        226,164   2,440     4.32%
Investment securities - nontaxable         32,165      615    7.64%         35,403     725     8.20%
Federal funds sold                            282        3    4.26%            669       7     4.19%
                                       -----------------------------   --------------------------------
   Total earning assets                 1,692,574   30,882    7.30%      1,646,777  28,241     6.86%
Other assets                              172,874                          175,664
                                       ----------                       ----------
Total assets                           $1,865,448                       $1,822,441
                                      ===========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $230,072      122    0.21%       $247,466     122     0.20%
Savings deposits                          381,883      797    0.83%        432,206     797     0.74%
Time deposits                             560,913    6,469    4.61%        463,884   4,023     3.47%
Federal funds purchased                    39,524      522    5.28%         67,926     750     4.42%
Other borrowings                           41,584      490    4.71%         32,006     348     4.35%
Junior subordinated debt                   41,238      816    7.92%         41,238     733     7.11%
                                       -----------------------------    -------------------------------
   Total interest-bearing liabilities   1,295,214    9,216    2.85%      1,284,726   6,773     2.11%
Noninterest-bearing deposits              361,605                          355,269
Other liabilities                                   34,367                              28,036
Shareholders' equity                      174,262                          154,410
                                       ----------                       ----------
Total liabilities and shareholders'    $1,865,448                       $1,822,441
  equity                               ==========                       ==========
Net interest spread(1)                                        4.45%                           4.75%
Net interest income and interest margin(2)         $21,666    5.12%                $21,468    5.21%
                                                   ===============                 ================
(1) Net interest spread represents the average yield earned on 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
Summary of  Changes in  Interest  Income and  Expense  due to Changes in Average
Asset and Liability Balances and Yields Earned and Rates Paid

The following  table sets forth a summary of the changes in interest  income 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 March 31, 2007
                                                compared with three months
                                                   ended March 31, 2006
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                        $1,910       $1,444      $3,354
Investment securities                          (718)           8        (710)
Federal funds sold                               (4)           -          (4)
                                             ---------------------------------
   Total earning assets                       1,188        1,452       2,640
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                 (9)           9           -
Savings deposits                                (93)          93           -
Time deposits                                   842        1,604       2,446
Federal funds purchased                        (314)          86        (228)
Other borrowings                                104           38         142
Junior subordinated debt                          -           83          83
                                             ---------------------------------
  Total interest-bearing liabilities           530        1,913       2,443
                                             ---------------------------------
Increase (decrease) in Net Interest Income     $658        ($461)       $197
                                             =================================
Provision for Loan Losses
The  Company  provided  $482,000  for loan  losses in the first  quarter of 2007
versus $500,000 in the first quarter of 2006.  During the first quarter of 2007,
the Company recorded $501,000 of net loan charge-offs versus $82,000 of net loan
charge-offs in the year-ago quarter.

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

                                           Three months ended March 31,
                                           ----------------------------
                                                  2007          2006
                                           ----------------------------
     Service charges on deposit accounts        $3,559        $3,474
     ATM fees and interchange                      949           818
     Other service fees                            565           515
     Change in value of mortgage servicing rights  (12)           50
     Gain on sale of loans                         266           298
     Commissions on sale of
       nondeposit investment products              500           558
     Increase in cash value of life insurance      405           400
     Other noninterest income                      368           335
                                           ---------------------------
     Total noninterest income                   $6,600        $6,448
                                           ===========================

Noninterest  income for the first quarter of 2007 increased $152,000 (2.4%) from
the  year-ago  quarter.  The  increase in  noninterest  income from the year-ago
quarter  was  mainly  due  to a  $131,000  (16.0%)  increase  in  ATM  fees  and
interchange  revenue to  $949,000  and an  $85,000  (2.4%)  increase  in service
charges on deposit accounts to $3,559,000. The increase in these areas is mainly
due to the  expansion  of the  Company's  ATM  network  and  growth in number of
customers.

                                       20
Noninterest Expense

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

                                            Three months ended March 31,
                                            ----------------------------
                                                  2007          2006
                                            ----------------------------
     Salaries & benefits                        $9,742        $9,156
     Occupancy                                   1,170         1,022
     Equipment                                   1,098         1,145
     ATM network charges                           428           434
     Data processing and software                  419           412
     Telecommunications                            409           370
     Advertising and marketing                     404           440
     Professional fees                             347           380
     Courier service                               298           297
     Postage                                       221           244
     Intangible amortization                       123           346
     Provision for losses - unfunded commitments   117             -
     Assessments                                    81            80
     Operational losses                             60            44
     Other                                       2,043         2,052
                                            ----------------------------
     Total                                     $16,960       $16,422
                                            ============================
     Average full time equivalent staff         632           607
     Noninterest expense to revenue (FTE)     60.00%        58.83%

Noninterest  expense for the first  quarter of 2007  increased  $538,000  (3.3%)
compared to the first quarter of 2006.  Salaries and benefits expense  increased
$586,000 (6.4%) to $9,742,000. The increase in salaries and benefits expense was
mainly due to annual salary increases,  and a 4.1% increase in average full time
equivalent  staff made up primarily of new employees at the  Company's  recently
opened  branches.  Other  categories of  noninterest  expense such as equipment,
occupancy and ATM network  charges also  increased,  in part, due to these newly
opened branches.  Intangible  amortization  decreased $223,000 (64%) to $123,000
during the first quarter of 2007 as the core deposit  intangible  related to the
purchase  of several  branches  in 1997  became  fully  amortized  in the fourth
quarter of 2006.

Provision for Income Tax
The  effective  tax rate for the three  months  ended  March 31,  2007 was 39.2%
compared to 39.1% for the three months ended March 31, 2006.  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 increase in cash value of life insurance, tax-exempt loans and
state and municipal securities.

                                       21
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 March 31, 2007           At December 31, 2006
                           -------------------------   -------------------------
                             Gross Guaranteed  Net       Gross Guaranteed   Net
                           -------------------------   -------------------------
Classified loans           $22,554   $6,367  $16,187    $13,116  $6,514   $6,602
Other classified assets        187        -      187          -       -        -
                           -----------------------------------------------------
Total classified assets    $22,741   $6,367  $16,374    $13,116  $6,514   $6,602
                           =====================================================
Allowance for loan losses/classified loans     104.4%                     256.2%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies and its government-sponsored  agencies increased $9,772,000 (148.0%) to
$16,374,000 at March 31, 2007 from $6,602,000 at December 31, 2006.

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
three  months  ended  March 31,  2007,  if all such  loans had been  current  in
accordance with their original terms, totaled $397,000. Interest income actually
recognized  on these  loans  during the three  months  ended  March 31, 2007 was
$179,000.

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.

                                       22
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.

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,  increased  $1,666,000  (36.9%) to  $6,178,000  during the first three
months of 2007.  Nonperforming assets net of guarantees represent 0.33% 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.
At March 31, 2007           At December 31, 2006
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
(dollars in thousands):                       ------------------------------------------------------
Performing nonaccrual loans                   $11,724   $6,228   $5,496    $10,255  $6,372   $3,883
Nonperforming, nonaccrual loans                   495        -      495        561       -      561
                                              ------------------------------------------------------
     Total nonaccrual loans                    12,219    6,228    5,991     10,816   6,372    4,444
Loans 90 days past due and still accruing           -        -        -         68       -       68
                                              ------------------------------------------------------
Total nonperforming loans                      12,219    6,228    5,991     10,884   6,372    4,512
Other real estate owned                           187        -      187          -       -        -
                                              ------------------------------------------------------
Total nonperforming assets                    $12,406   $6,228   $6,178    $10,884  $6,372   $4,512
                                              =====================================================

Nonperforming loans to total loans                               0.40%                        0.30%
Nonperforming assets to total assets                             0.33%                        0.24%
Allowance for loan losses to nonperforming loans                  282%                        375%
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.

On March 11, 2004,  the Board of  Directors  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 effective on April
9, 2004. 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 March 31, 2007, the Company had  repurchased  394,371 shares under
this plan as adjusted for the 2-for-1 stock split paid on April 30, 2004,  which
left 105,629 shares available for repurchase under the plan.

The  Company's  primary  capital  resource is  shareholders'  equity,  which was
$174,397,000 at March 31, 2007. This amount represents an increase of $4,961,000
from December 31, 2006, the net result of comprehensive income for the period of
$6,977,000,  the issuance of common  shares via the exercise of stock options of
$1,867,000, the tax effect of the exercise of stock options of $852,000, and the
effect of stock option vesting of $175,000,  partially  offset by the retirement
of common stock with value of $2,841,000 tendered by employees, in lieu of cash,
to exercise stock options, and dividends paid of $2,069,000. The Company's ratio
of equity to total  assets was  9.34%,  8.35%,  and 8.82% as of March 31,  2007,
March 31, 2006, and December 31, 2006, respectively.

                                       23
The following  summarizes the ratios of capital to risk-adjusted  assets for the
periods indicated:

                                  At March 31,         At            Minimum
                               ------------------  December 31,    Regulatory
                               2007       2006        2006         Requirement
                               ------------------------------------------------
     Tier I Capital            10.75%     10.04%     10.44%           4.00%
     Total Capital             11.76%     11.09%     11.44%           8.00%
     Leverage ratio            10.87%      9.82%     10.49%           4.00%

Off-Balance Sheet Items
The Bank has certain  ongoing  commitments  under  operating and capital leases.
These commitments do not significantly impact operating results. As of March 31,
2007 commitments to extend credit and commitments  related to the Bank's deposit
overdraft  privilege  product were the Bank's only  financial  instruments  with
off-balance  sheet  risk.  The  Bank has not  entered  into  any  contracts  for
financial  derivative   instruments  such  as  futures,   swaps,  options,  etc.
Commitments to extend credit were  $663,958,000  and  $623,133,000  at March 31,
2007 and December 31, 2006, respectively, and represent 44.4% of the total loans
outstanding  at March 31, 2007 versus 41.3% at December  31,  2006.  Commitments
related to the Bank's deposit overdraft  privilege  product totaled  $33,526,000
and $33,290,000 at March 31, 2007 and December 31, 2006, respectively.

Certain Contractual Obligations
The following chart summarizes certain contractual obligations of the Company as
of December 31, 2006:
Less than        1-3          3-5       More than
(dollars in thousands)                             Total      one year        years        years       5 years
                                                ------------------------------------------------------------------
Less than        1-3          3-5       More than
(dollars in thousands)                             Total      one year        years        years       5 years

Federal funds purchased                            $38,000      $38,000            -            -            -
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                            235            -          235            -            -
Other collateralized borrowings,
   fixed rate of  3.82% payable on January 2, 2007  17,176       17,176            -            -            -
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
Junior subordinated debt, adjustable rate
   of three-month LIBOR plus 2.55%,
   callable in whole or in part by the
   Company on a quarterly basis beginning
   July 23, 2009, matures July 23, 2034             20,619            -            -            -       20,619
Operating lease obligations                          6,727        1,755        2,900        1,474          598
Deferred compensation(1)                             1,199          240          470          377          112
Supplemental retirement plans(1)                     4,543          524        1,024          975        2,020
                                                 -----------------------------------------------------------------
Total contractual obligations                     $131,618      $57,695      $27,129       $2,826      $43,968
                                                 -================================================================
(1)  These amounts represent known certain payments to participants under the
      Company's deferred compensation and supplemental retirement plans. See
      "Retirement Plans" at Part I, Item 1 of this report for additional
      information related to the Company's deferred compensation and
      supplemental retirement plan liabilities.

                                       24
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 March 31, 2007,  the results of the  simulations  noted above  indicate  that
given a "flat"  balance  sheet  scenario,  and if deposit  rates  track  general
interest  rate changes by  approximately  50%, the  Company's  balance  sheet is
slightly  liability  sensitive.  "Liability  sensitive"  implies  that  earnings
decrease when interest rates rise,  and increase when interest  rates  decrease.
The  magnitude of all the  simulation  results  noted above is within the Bank'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 March 31, 2007 and 2006, the Company had no derivative financial instruments.

                                       25
Liquidity
The  Company's  principal  source of asset  liquidity is federal  funds sold and
marketable  investment securities available for sale. At March 31, 2007, federal
funds sold and investment  securities  available for sale totaled  $188,478,000,
representing  a decrease of  $10,677,000  (5.4%) from  December 31, 2006,  and a
decrease of  $55,963,000  (22.9%) from March 31, 2006. In addition,  the Company
generates  additional  liquidity  from its operating  activities.  The Company's
profitability  during the first three months of 2007  generated  cash flows from
operations of $12,271,000  compared to $10,883,000 during the first three months
of  2006.  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 $10,604,000 during
the three  months  ended March 31, 2007  compared to  $13,894,000  for the three
months ended March 31, 2006.  During the three months ended March 31, 2007,  the
Company  invested  $122,000 in securities  and received  $13,577,000 of net loan
principal   reductions,   compared  to  $985,000  and  $15,155,000  invested  in
securities and net loan growth,  respectively,  during the first three months of
2006.  These changes in investment  and loan  balances  contributed  to net cash
provided by investing  activities of  $23,214,000  during the three months ended
March 31, 2007, compared to net cash used for investing activities of $2,860,000
during the three months ended March 31, 2006. Financing activities used net cash
of  $63,236,000  during the three months  ended March 31, 2007,  compared to net
cash used in financing  activities of $22,220,000  during the three months ended
March 31, 2006. Deposit balance decreases accounted for $62,300,000 of financing
uses of funds  during  the three  months  ended  March  31,  2007,  compared  to
$30,594,000 of funds  provided by increases in deposits  during the three months
ended March 31, 2006.  Dividends  paid used  $2,069,000  and  $1,891,000 of cash
during the three months ended March 31, 2007 and 2006,  respectively.  Decreases
in Federal funds  purchased  used  $51,000,000  of cash during the quarter ended
March 31, 2006. 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  March  31,  2007  ("Evaluation  Date").  Based  on  that
evaluation,  they each concluded  that as of the  Evaluation  Date the Company's
disclosure  controls and procedures are effective to ensure that the information
required to be  disclosed by the Company in this  Quarterly  Report on Form 10-Q
was  recorded,  processed,  summarized  and  reported  within  the time  periods
specified in the SEC's rules and forms for Form 10-Q.

No changes in the Company's  internal control over financial  reporting occurred
during  the  first  quarter  of  2007  that  have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

                                       26
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 1A - Risk Factors

There have been no material changes to the risk factors previously  disclosed in
Item 1A to Part I of our Annual Report on Form 10-K for the year ended  December
31, 2006.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows information concerning the common stock repurchased by
the Company  during the first quarter of 2007  pursuant to the  Company's  stock
repurchase plan  originally  announced on July 31, 2003, as amended on March 11,
2004, to conform with the Company's  two-for-one  stock split effective on April
9, 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
-----------------------------------------------------------------------------------------------------------
Jan. 1-31, 2007             -              -                        -                 125,629
Feb. 1-28, 2007             -              -                        -                 125,629
Mar. 1-31, 2007        20,000           23.50                  20,000                 105,629
-----------------------------------------------------------------------------------------------------------
Total                  20,000           23.50                  20,000                 105,629
During the quarter ended March 31, 2007, employees tendered 97,516 shares of the
Company's  common stock with an average market value of $24.32 per share in lieu
of cash to exercise  options and pay related income tax  withholding  amounts as
permitted by the Company's shareholder-approved stock option plans. The tendered
shares were  retired.  The market  value of  tendered  shares is the last market
trade price at closing on the day the option is exercised.

Item 6 - 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.

                                       27
10.2      Form of Change of  Control  Agreement  dated as of  August  23,  2005,
          between  TriCo,  Tri  Counties  Bank and each of Bruce  Belton,  Craig
          Carney,  Gary Coelho, W.R. Hagstrom,  Andrew Mastorakis,  Rick Miller,
          Richard O'Sullivan, Thomas Reddish, and Ray Rios filed as Exhibit 10.2
          to  TriCo's  Quarterly  Report  on Form  10-Q  for the  quarter  ended
          September 30, 2005.

10.3*     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).

10.4*     TriCo's  2001 Stock  Option Plan as amended  filed as Exhibit  10.7 to
          TriCo's  Annual  Report on Form 10-K for the year ended  December  31,
          2004.

10.5*     Amended  Employment  Agreement  between  TriCo and Richard Smith dated
          March 20,  2007  filed as Exhibit  10.1 to TriCo's  Report on Form 8-K
          dated March 20, 2007.

10.6*    Tri Counties Bank Executive Deferred Compensation Plan dated September
         1, 1987, as restated April 1, 1992, and amended and restated effective
         as of January 1, 2004 filed as Exhibit 10.9 to TriCo's Quarterly Report
         on Form 10-Q for the quarter ended September 30, 2005.

10.7*     Tri Counties Bank Deferred  Compensation Plan for Directors  effective
          January 1, 2005 filed as Exhibit 10.10 to TriCo's  Quarterly Report on
          Form 10-Q for the quarter ended September 30, 2005.

10.8*     2005 Tri Counties Bank Deferred  Compensation  Plan for Executives and
          Directors  effective January 1, 2005 filed as Exhibit 10.11 to TriCo's
          Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
          2005.

10.9*    Tri Counties Bank Supplemental Retirement Plan for Directors dated
         September 1, 1987, as restated January 1, 2001, and amended and
         restated January 1, 2004 filed as Exhibit 10.12 to TriCo's Quarterly
         Report on Form 10-Q for the quarter ended June 30, 2004.

10.10*    2004  TriCo  Bancshares  Supplemental  Retirement  Plan for  Directors
          effective  January 1, 2004 filed as Exhibit 10.13 to TriCo's Quarterly
          Report on Form 10-Q for the quarter ended June 30, 2004.

10.11*    Tri Counties Bank  Supplemental  Executive  Retirement  Plan effective
          September 1, 1987,  as amended and  restated  January 1, 2004 filed as
          Exhibit 10.14 to TriCo's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 2004.

10.12*    2004 TriCo Bancshares Supplemental Executive Retirement Plan effective
          January 1, 2004 filed as Exhibit 10.15 to TriCo's  Quarterly Report on
          Form 10-Q for the quarter ended June 30, 2004.

10.13*    Form of Joint Beneficiary  Agreement  effective March 31, 2003 between
          Tri Counties Bank and each of Craig Carney,  Richard  Miller,  Richard
          O'Sullivan,  Thomas Reddish, and Richard Smith, filed as Exhibit 10.14
          to  TriCo's  Quarterly  Report  on Form  10-Q  for the  quarter  ended
          September 30, 2003.

                                       28
10.14*    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,  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.

10.15*    Form of Tri-Counties Bank Executive Long Term Care Agreement effective
          June 10, 2003  between  Tri  Counties  Bank and each of Craig  Carney,
          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.

10.16*    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.

10.17*    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.

10.18*    Form  of  Indemnification   Agreement  between  TriCo   Bancshares/Tri
          Counties Bank and each of W.R. Hagstrom, Craig Carney, Richard Miller,
          Raymond Rios, Richard  O'Sullivan,  Thomas Reddish,  and Richard Smith
          filed as Exhibit  10.21 to TriCo's  Quarterly  Report on Form 10-Q for
          the quarter ended June 30, 2004.

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.

                                       29
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)

                                /s/ Thomas J. Reddish
Date:  May   7, 2007            ------------------------------
                                Thomas J. Reddish
                                Executive Vice President and
                                Chief Financial Officer

                                       30
EXHIBITS

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) 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-15(e)  and  15d-15(e)  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) 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.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   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
          d.   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  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: May 7, 2007                       /s/ Richard P. Smith
                                        ----------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer

                                       31
Exhibit 31.2

Rule 13a-14(a)/15d-14(a) 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-15(e)  and  15d-15(e)  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) 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.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   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
          d.   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  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: May 7, 2007                       /s/ Thomas J. Reddish
                                        ----------------------------------------
                                        Thomas J. Reddish
                                        Executive Vice President and
                                        Chief Financial Officer

                                       32
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 March 31, 2007 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 March 31, 2007 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I, Thomas J. Reddish,
Executive 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.

                                       33