UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended September 30, 2005              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)

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


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

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

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

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

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

     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 October 25, 2005:  15,717,035








<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                                                      15

  Item 2 - Management's Discussion and Analysis of Financial               16
           Condition and Results of Operations

  Item 3 - Quantitative and Qualitative Disclosures about Market Risk      27

  Item 4 - Controls and Procedures                                         28

PART II - OTHER INFORMATION                                                29

  Item 1 - Legal Proceedings                                               29

  Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds     29

  Item 6 - Exhibits                                                        29

  Signatures                                                               31

  Exhibits                                                                 32





<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.  These factors include but are not
limited to:

    -     a slowdown in the national and California economies;
    -     the prospect of additional  terrorist  attacks in the United  States
          and the uncertain  effect of these events on the national and regional
          economies;
    -     changes in the interest rate environment and interest rate policies of
          the Federal Reserve Board;
    -     changes in the regulatory environment;
    -     significantly increasing competitive pressure in the banking industry;
    -     operational risks including data processing system failures or fraud;
    -     volatility of rate sensitive deposits;
    -     asset/liability matching risks and liquidity risks;
    -     changes in the level of nonperforming assets and charge-offs;
    -     acts of war and political instability;
    -     inflation, interest rate, securities market and monetary fluctuations;
    -     changes in the financial performance or condition of the Company's
          borrowers;
    -     changes in the competitive environment among financial holding
          companies;
    -     changes in accounting policies as may be adopted by regulatory
          agencies,  as well as the Public Company Accounting  Oversight Board,
          the Financial Accounting Standards Board and other accounting standard
          setters; and
    -     changes in the Company's compensation and benefit plans.


The reader is directed to the Company's  annual report on Form 10-K for the year
ended  December 31, 2004,  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 September 30,          At December 31,
                                                            2005              2004            2004
                                                      -------------------------------   -----------------
<S>                                                         <C>               <C>              <C>



Assets:
     Cash and due from banks                              $85,413           $64,318          $70,037
     Federal funds sold                                       218                 -                -
                                                      -------------------------------   -----------------
         Cash and cash equivalents                         85,631            64,318           70,037
     Securities available for sale                        271,134           286,067          286,013
     Federal Home Loan Bank stock, at cost                  7,516             6,719            6,781
     Loans, net of allowance for loan losses
          of $15,796, $15,167 and $14,525               1,312,294         1,111,256        1,158,442
     Foreclosed assets, net of allowance for losses
          of $180, $180 and $180                                -                 -                -
     Premises and equipment, net                           21,223            20,118           19,853
     Cash value of life insurance                          41,519            40,196           40,479
     Accrued interest receivable                            7,080             6,177            6,473
     Goodwill                                              15,519            15,519           15,519
     Other intangible assets                                4,373             5,070            5,408
     Other assets                                          20,567            19,106           18,501
                                                     -------------------------------   -----------------
         Total Assets                                  $1,786,856        $1,574,546       $1,627,506
                                                     ===============================   =================
 Liabilities and Shareholders' Equity:
Liabilities:
     Deposits:
         Noninterest-bearing demand                      $346,456          $298,319         $311,275
         Interest-bearing                               1,091,843           993,822        1,037,558
                                                      -------------------------------   -----------------
         Total deposits                                 1,438,299         1,292,141        1,348,833
     Federal funds purchased                              103,200            57,300           46,400
     Accrued interest payable                               3,960             2,706            3,281
     Reserve for unfunded commitments                       1,674             1,049            1,532
     Other liabilities                                     20,452            17,265           19,938
     Other borrowings                                      31,711            27,159           28,152
     Junior subordinated debt                              41,238            41,238           41,238
                                                      -------------------------------   -----------------
         Total Liabilities                              1,640,534         1,438,858        1,489,374
                                                      -------------------------------   -----------------
     Commitments and contingencies
Shareholders' Equity:
     Common stock, no par value: 50,000,000 shares authorized;
         issued and outstanding:
               15,728,106 at September 30, 2005            71,412
               15,697,817 at September 30, 2004                              70,375
               15,723,317 at December 31, 2004                                                70,699
     Retained earnings                                     77,448            64,158           67,785
     Accumulated other comprehensive (loss) income, net    (2,538)            1,155             (352)
                                                     -------------------------------   -----------------
     Total Shareholders' Equity                           146,322           135,688          138,132
                                                     -------------------------------   -----------------
     Total Liabilities and Shareholders' Equity        $1,786,856        $1,574,546       $1,627,506
                                                     ===============================   =================

</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

                                      -2-

<PAGE>
<TABLE>
<CAPTION>


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

                                             Three months ended September 30, Nine months ended September 30,
                                                    2005            2004          2005             2004
                                             ----------------------------------------------------------------
    <S>                                                 <C>             <C>        <C>            <C>
     Interest and dividend income:
     Loans, including fees                         $22,254          $18,867     $62,482          $53,157
     Debt securities:
       Taxable                                       2,528            2,564       7,865            7,829
       Tax exempt                                      468              432       1,297            1,312
     Dividends                                          80               87         218              181
     Federal funds sold                                  4                1          18               12
                                             ----------------------------------------------------------------
     Total interest income                          25,334           21,951      71,880           62,491
                                             ----------------------------------------------------------------
     Interest expense:
     Deposits                                        3,824            2,497      10,526            7,333
     Federal funds purchased                           696              221       1,117              405
     Other borrowings                                  351              327       1,007              967
     Junior subordinated debt                          648              449       1,779              890
                                             ----------------------------------------------------------------
     Total interest expense                          5,519            3,494      14,429            9,595
                                             ----------------------------------------------------------------
     Net interest income                            19,815           18,457      57,451           52,896
                                             ----------------------------------------------------------------
     Provision for loan losses                         947            1,166       1,608            3,084
                                             ----------------------------------------------------------------
     Net interest income after provision for
       loan losses                                  18,868           17,291       5,843            9,812
                                             ----------------------------------------------------------------
     Noninterest income:
     Service charges and fees                        4,795            4,436      13,362           13,427
     Gain on sale of loans                             474              258       1,195            1,316
     Commissions on sale of non-deposit
       investment products                             535              578       1,727            1,707
     Increase in cash value of life insurance          420              352       1,040            1,216
     Other                                             408              737         945            1,392
                                             ----------------------------------------------------------------
     Total noninterest income                        6,632            6,361      18,269           19,058
                                               ----------------------------------------------------------------

     Noninterest expense:
     Salaries and related benefits                   8,584            8,319      25,361           24,926
     Other                                           7,096            6,904      20,949           20,087
                                             ----------------------------------------------------------------
     Total noninterest expense                      15,680           15,223      46,310           45,013
                                             ----------------------------------------------------------------
     Income before income taxes                      9,820            8,429      27,802           23,857
     Provision for income taxes                      3,859            3,226      10,865            9,030
                                             ----------------------------------------------------------------
     Net income                                      5,961            5,203      16,937           14,827
                                             ----------------------------------------------------------------

     Other comprehensive (loss) income:
     Change in unrealized (loss) gain on securities
        available for sale, net                     (1,070)           3,139      (2,186)            (659)
                                             ----------------------------------------------------------------
     Comprehensive income                           $4,891           $8,342     $14,751          $14,168
                                             ================================================================
     Average shares outstanding                  15,687,547       15,672,300  15,706,380       15,642,799
     Diluted average shares outstanding          16,330,035       16,254,005  16,328,489       16,227,259
     Per share data:
     Basic earnings                                  $0.38           $0.33        $1.08            $0.95
     Diluted earnings                                $0.37           $0.32        $1.04            $0.91
     Dividends paid                                  $0.11           $0.11        $0.33            $0.32

     See accompanying notes to unaudited condensed consolidated financial
     statements.

</TABLE>

                                      -3-

<PAGE>
<TABLE>
<CAPTION>


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

                                                                     Accumulated
                                   Shares of                            Other
                                    Common     Common    Retained   Comprehensive
                                     Stock      Stock    Earnings   (Loss) Income     Total
                                 -------------------------------------------------------------
<S>                                   <C>         <C>        <C>          <C>           <C>
Balance at December 31, 2003      15,668,248   $69,767    $56,379       $1,814       $127,960
Comprehensive income:                                                               ----------
  Net income                                               14,827                      14,827
  Change in net unrealized gain on
    Securities available for sale, net                                    (659)          (659)
                                                                                    ----------
Total comprehensive income                                                             14,168
Stock options exercised              197,169     1,133                                  1,133
Tax benefit of stock options exercised             221                                    221
Repurchase of common stock          (167,600)     (746)    (2,047)                     (2,793)
Dividends paid ($0.32 per share)                           (5,001)                     (5,001)
                                 -------------------------------------------------------------
Balance at September 30, 2004     15,697,817   $70,375    $64,158       $1,155       $135,688
                                 =============================================================

Balance at December 31, 2004      15,723,317   $70,699    $67,785        ($352)      $138,132
Comprehensive income:                                                               ----------
  Net income                                               16,937                      16,937
  Change in net unrealized gain on
    Securities available for sale, net                                  (2,186)        (2,186)
                                                                                    ----------
Total comprehensive income                                                             14,751
Stock options exercised              133,289       949                                    949
Tax benefit of stock options exercised             342                                    342
Repurchase of common stock          (128,500)     (578)    (2,085)                     (2,663)
Dividends paid ($0.33 per share)                           (5,189)                     (5,189)
                                 -------------------------------------------------------------
Balance at September 30, 2005     15,728,106   $71,412    $77,448      ($2,538)      $146,322
                                 =============================================================

</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 nine months ended September 30,
                                                                     2005               2004
                                                              ---------------------------------------
<S>                                                                   <C>                <C>
Operating activities:
   Net income                                                      $16,937             $14,827
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation of property and equipment, and amortization      2,818               2,431
       Amortization of intangible assets                             1,035               1,016
       Provision for loan losses                                     1,608               3,084
       Amortization of investment securities premium, net              973               1,448
       Originations of loans for resale                            (59,861)            (70,670)
       Proceeds from sale of loans originated for resale            60,396              71,352
       Gain on sale of loans                                        (1,195)             (1,316)
       Amortization of mortgage servicing rights                       490                 562
       Recovery of mortgage servicing rights valuation allowance         -                (600)
       Gain on sale of other real estate owned                           -                (566)
       Loss (gain) on sale of fixed assets                              95                 (20)
       Increase in cash value of life insurance                     (1,040)             (1,216)
       Change in:
         Interest receivable                                          (607)               (150)
         Interest payable                                              679                  68
         Other assets and liabilities, net                             234              (2,002)
                                                              ---------------------------------------
         Net cash provided by operating activities                  22,562              18,248
                                                              ---------------------------------------
     Investing activities:
   Proceeds from maturities of securities available-for-sale        45,147              62,476
   Purchases of securities available-for-sale                      (35,013)            (39,580)
   Purchases of Federal Home Loan Bank stock                          (735)             (1,935)
   Loan originations and principal collections, net               (155,460)           (145,989)
   Proceeds from sale of premises and equipment                         24                 541
   Purchases of premises and equipment                              (3,853)             (3,210)
   Proceeds from sale of other real estate owned                         -               1,490
                                                              ---------------------------------------
   Net cash used by investing activities                          (149,890)           (126,207)
                                                              ---------------------------------------
     Financing activities:
   Net increase in deposits                                         89,466              55,318
   Net increase in Federal funds purchased                          56,800              17,800
   Issuance of junior subordinated debt                                  -              20,619
   Payments of principal on long-term other borrowings                 (38)                (32)
   Net change in short-term other borrowings                         3,597               4,304
   Repurchase of common stock                                       (2,663)             (2,793)
   Dividends paid                                                   (5,189)             (5,001)
   Exercise of stock options                                           949               1,133
                                                              ---------------------------------------
         Net cash provided by financing activities                 142,922              91,348
                                                              ---------------------------------------
     Net change in cash and cash equivalents                        15,594             (16,611)
                                                              ---------------------------------------
     Cash and cash equivalents and beginning of period              70,037              80,929
                                                              ---------------------------------------
     Cash and cash equivalents at end of period                    $85,631             $64,318
                                                              =======================================
     Supplemental disclosure of noncash activities:
   Unrealized loss on securities available for sale                ($3,772)            ($1,061)
   Income tax benefit from stock option exercises                     $342                $221
   Supplemental disclosure of cash flow activity:
   Cash paid for interest expense                                  $13,750              $9,527
   Cash paid for income taxes                                      $11,030             $11,030

</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 and nine month
periods ended September 30, 2005 and 2004 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, 2004.

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 15 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 assets,
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 nine months  ended  September  30, 2005,  and  throughout  2004,  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  accumulated  other  comprehensive  income
(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.

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 September 30, 2005 and 2004,  and December 31, 2004, the Company had
no loans held for sale.

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  Consolidated  Financial  Statements in its Annual Report on Form
10-K for the year ended December 31, 2004.

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 $17,470,000 at September 30, 2005, 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):

<TABLE>
<CAPTION>

                                             Three months ended             Nine months ended
                                                September 30,                 September 30,
                                            ----------------------------------------------------
                                              2005          2004           2005           2004
                                            ----------------------------------------------------
<S>                                           <C>           <C>             <C>           <C>
     Allowance for loan losses:
     Balance at beginning of period         $14,892       $14,613         $14,525       $12,890
     Provision for loan losses                  947         1,166           1,608         3,084
     Loans charged off                         (479)         (687)         (1,287)       (1,053)
     Recoveries of previously
       charged-off loans                        436            75             950           246
                                            ----------------------------------------------------
       Net charge-offs                          (43)         (612)           (337)         (807)
                                            ----------------------------------------------------
     Balance at end of period               $15,796       $15,167         $15,796       $15,167
                                            ====================================================
     Reserve for unfunded commitments:
     Balance at beginning of period          $1,671          $916          $1,532          $883
     Provision for losses -
       Unfunded commitments                       3           133             142           166
                                            ----------------------------------------------------
     Balance at end of period                $1,674        $1,049          $1,674        $1,049
                                            ====================================================
     Balance at end of period:
     Allowance for loan losses                                            $15,796       $15,167
     Reserve for unfunded commitments                                       1,674         1,049
                                                                        ------------------------
     Allowance for losses                                                 $17,470       $16,216
                                                                        ========================
     As a percentage of total loans:
     Allowance for loan losses                                              1.19%         1.35%
     Reserve for unfunded commitments                                       0.13%         0.09%
                                                                        ------------------------
     Allowance for losses                                                   1.32%         1.44%
                                                                        ========================

</TABLE>

Servicing
Servicing  assets are  recognized  as separate  assets when rights are  acquired
through  purchase or through  sale of  financial  assets.  Generally,  purchased
servicing rights are capitalized at the cost to acquire the rights. For sales of
mortgage  loans, a portion of the cost of  originating  the loan is allocated to
the servicing right based on relative fair value.  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.  Capitalized  servicing  rights are reported in other
assets and are amortized into non-interest income in proportion to, and over the
period of, the estimated  future  servicing  income of the underlying  financial
assets.

Servicing  assets are evaluated for impairment  based upon the fair value of the
rights as compared to amortized  cost.  Impairment is determined by  stratifying
rights into tranches based on predominant risk characteristics, such as interest
rate, loan type and investor type.  Impairment is recognized through a valuation
allowance for an individual  tranche, to the extent that fair value is less than
the capitalized amount for the tranche. If the Company later determines that all
or a portion of the  impairment  no longer  exists for a particular  tranche,  a
reduction of the allowance may be recorded as an increase to income.

Servicing fee income is recorded for fees earned for servicing  loans.  The fees
are based on a contractual percentage of the outstanding  principal;  or a fixed
amount per loan and are  recorded as income when  earned.  The  amortization  of
mortgage servicing rights is netted against loan servicing fee income.

                                      -9-

<PAGE>


The following table summarizes the Company's mortgage servicing rights recorded
in other assets as of September 30, 2005 and December 31, 2004.
                                 December 31,                      September 30,
   (Dollars in thousands)           2004     Additions   Reductions     2005
                                 -----------------------------------------------
   Mortgage Servicing Rights       $3,476       $659       ($490)      $3,645
   Valuation allowance                  -          -           -            -
                                 -----------------------------------------------
   Mortgage servicing rights, net
      of valuation allowance       $3,476       $659       ($490)      $3,645
                                 ===============================================

At September  30, 2005 and December 31, 2004,  the Company  serviced real estate
mortgage  loans for others of $369 million and $368  million,  respectively.  At
September  30,  2005 and  December  31,  2004,  the fair value of the  Company's
mortgage servicing rights assets was $3,812,000 and $3,568,000, respectively.

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,  standby  letters of credit,  and deposit  account  overdraft
privilege. 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.  The Company adopted the provisions of Financial  Accounting Standards
Board (FASB) Statement of Financial  Accounting  Standard No. 142,  Goodwill and
Other Intangible Assets (SFAS 142), as of January 1, 2002. Pursuant to SFAS 142,
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 in accordance  with the  provisions of
SFAS 142. SFAS 142 also requires that  intangible  assets with estimable  useful
lives  be  amortized  over  their  respective  estimated  useful  lives to their
estimated  residual values,  and reviewed for impairment in accordance with FASB
Statement of Financial Accounting Standard No. 144, Accounting for Impairment or
Disposal of Long-Lived Assets (SFAS 144).

As of the date of  adoption,  the Company  had  identifiable  intangible  assets
consisting of core deposit premiums and minimum pension liability.  Core deposit
premiums are amortized  using an accelerated  method over a period of ten years.
Intangible  assets related to minimum  pension  liability are adjusted  annually
based upon actuarial estimates.

The following  table  summarizes  the Company's  core deposit  intangibles as of
September 30, 2005 and December 31, 2004.

                                 December 31,                      September 30,
  (Dollar in Thousands)             2004      Additions   Reductions    2005
                                 -----------------------------------------------
   Core deposit intangibles       $13,643           -             -    $13,643
   Accumulated amortization        (9,201)          -       ($1,035)   (10,236)
                                 -----------------------------------------------
   Core deposit intangibles, net   $4,442           -       ($1,035)    $3,407
                                 ===============================================

Core deposit  intangibles are amortized over their expected  useful lives.  Such
lives are  periodically  reassessed  to  determine  if any  amortization  period
adjustments are indicated.

                                      -10-

<PAGE>


The following table summarizes the Company's  estimated core deposit  intangible
amortization for each of the five succeeding years from December 31, 2004:

                                               Estimated Core Deposit
                                               Intangible Amortization
                 Years Ended                    (Dollar in thousands)
                 -----------                   -----------------------
                     2005                              $1,381
                     2006                               1,395
                     2007                                 490
                     2008                                 523
                     2009                                 328
                 Thereafter                               325
                                                       ------
                                                       $4,442
                                                       ======

The  following  table  summarizes  the  Company's   minimum  pension   liability
intangible as of September 30, 2005 and December 31, 2004.

                                  December 31,                     September 30,
  (Dollar in Thousands)              2004     Additions   Reductions    2005
                                  ----------------------------------------------
  Minimum pension liability
   intangible                        $966          -            -       $966
                                  ==============================================

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

The following table summarizes the Company's goodwill intangible as of September
30, 2005 and December 31, 2004.

                                  December 31,                     September 30,
  (Dollar in Thousands)              2004     Additions   Reductions    2005
                                  ----------------------------------------------
   Goodwill                         15,519         -            -      15,519
                                  ==============================================

Impairment of Long-Lived Assets and Goodwill
Long-lived  assets,  such as  property,  plant,  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.

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.

                                      -11-

<PAGE>


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

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

<TABLE>
<CAPTION>
                                         Three Months Ended September 30,   Nine Months Ended September 30,
(in thousands, except per share amounts)      2005             2004              2005             2004
                                              ----             ----              ----             ----
<S>                                            <C>              <C>               <C>              <C>
Net income                   As reported     $5,961           $5,203           $16,937          $14,827
                               Pro forma     $5,865           $5,101           $16,642          $14,458
Basic earnings per share     As reported      $0.38            $0.33             $1.08            $0.95
                               Pro forma      $0.37            $0.33             $1.06            $0.92
Diluted earnings per share   As reported      $0.37            $0.32             $1.04            $0.91
                               Pro forma      $0.36            $0.31             $1.02            $0.89
Stock-based employee compensation
   cost, net of related tax effects,
   included in net income    As reported         $0               $0                $0               $0
                               Pro forma        $96             $102              $295             $369

</TABLE>

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes option pricing.

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:
<TABLE>
<CAPTION>

                                                               Three Months           Nine Months
                                                            Ended September 30,   Ended September 30,
(in thousands)                                                2005       2004       2005       2004
                                                            -------------------   -------------------
<S>                                                            <C>        <C>        <C>        <C>
Net income                                                   $5,961     $5,203    $16,937    $14,827

Average number of common shares outstanding                  15,688     15,672     15,706     15,643
Effect of dilutive stock options                                642        582        622        584
                                                            -------------------   -------------------
Average number of common shares outstanding
   used to calculate diluted earnings per share              16,330     16,254     16,328     16,227
                                                            ===================   ===================

</TABLE>

                                      -12-

<PAGE>


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:

<TABLE>
<CAPTION>


                                             Three months ended September 30,         Nine Months Ended September 30,
                                             --------------------------------         -------------------------------
                                                  2005              2004                  2005               2004
                                             --------------------------------         -------------------------------
<S>                                               <C>               <C>                   <C>                <C>
(in thousands)
Unrealized holding gains (losses) on
   available-for-sale securities                ($1,846)           $5,416               ($3,772)           ($1,061)
Tax effect                                          776            (2,277)                1,586                402
                                             --------------------------------         -------------------------------
Unrealized holding gains (losses) on
   available-for-sale securities, net of tax    ($1,070)            3,139               ($2,186)             ($659)
                                             ================================         ===============================

</TABLE>

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

                                                   September 30,    December 31,
                                                       2005             2004
                                                   -----------------------------
(in thousands)
Net unrealized (losses) gains on available-for-sale
  securities                                         ($2,765)          $1,007
Tax effect                                             1,162             (424)
                                                   -----------------------------
Unrealized holding (losses) gains on
   available-for-sale securities, net of tax          (1,603)             583
                                                   -----------------------------
Minimum pension liability                             (1,559)          (1,559)
Tax effect                                               624              624
                                                   -----------------------------
Minimum pension liability, net of tax                   (935)            (935)
                                                   -----------------------------
Accumulated other comprehensive loss                 ($2,538)           ($352)
                                                   =============================

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

The following table sets forth the net periodic  benefit cost recognized for the
plans:
<TABLE>
<CAPTION>


                                                                Three Months         Nine Months
                                                            Ended September 30,  Ended September 30,
(in thousands)                                                2005       2004       2005     2004
                                                              ----       ----       ----     ----
<S>                                                            <C>        <C>        <C>      <C>
Net pension cost included the following components:
Service cost-benefits earned during the period                $104        $76       $313     $227
Interest cost on projected benefit obligation                  134        123        402      371
Amortization of net obligation at transition                    56          3        168        8
Amortization of prior service cost                              24         27         72       81
Recognized net actuarial loss                                    0         27          2       82
                                                            ----------------------------------------
Net periodic pension cost                                     $318       $256       $957     $769
                                                            ========================================


</TABLE>

During  the  nine  months  ended  September  30,  2005  and  2004,  the  Company
contributed  and paid out as benefits  $393,000 and $378,000,  respectively,  to
participants under the plans. For the year ending December 31, 2005, the Company
expects to contribute and pay out as benefits $517,000 to participants under the
plans.

                                      -13-

<PAGE>


Recent Accounting Pronouncements

In December 2004, the Financial  Accounting  Standards  Board (FASB) issued FASB
Statement of Financial  Accounting Standard No. 123 (revised 2004),  Share-Based
Payment (SFAS 123R),  which replaces SFAS No. 123,  Accounting  for  Stock-Based
Compensation, (SFAS 123) and supercedes APB Opinion No. 25, Accounting for Stock
Issued to Employees.  SFAS 123R requires all share-based  payments to employees,
including  grants of employee stock  options,  to be recognized in the financial
statements based on their fair values beginning with the first interim reporting
period of the Company's  fiscal year beginning  after June 15, 2005,  with early
adoption encouraged.  The pro forma disclosures  previously permitted under SFAS
123 no longer will be an alternative  to financial  statement  recognition.  The
Company is required to adopt SFAS 123R on January 1, 2006.  Under SFAS 123R, the
Company must determine the  appropriate  fair value model to be used for valuing
share-based  payments,  the amortization  method for  compensation  cost and the
transition method to be used at date of adoption. The transition methods include
prospective  and retroactive  adoption  options.  Under the retroactive  option,
prior periods may be restated either as of the beginning of the year of adoption
or for all periods presented.  The prospective method requires that compensation
expense be recorded for all unvested stock options at the beginning of the first
quarter of adoption of SFAS 123R,  while the  retroactive  methods  would record
compensation  expense  for all  unvested  stock  options  and  restricted  stock
beginning  with the  first  period  restated.  The  Company  is  evaluating  the
requirements  of SFAS 123R and expects  that the  adoption of SFAS 123R will not
have a material impact on the Company's  consolidated  results of operations and
earnings per share. The Company has not yet determined the method of adoption or
the effect of adopting SFAS 123R, and it has not determined whether the adoption
will result in amounts  that are  similar to the  current pro forma  disclosures
under SFAS 123.

In May 2005, the FASB issued FASB Statement of Financial Accounting Standard No.
154,  Accounting Changes and Error Corrections,  (SFAS 154) a Replacement of APB
Opinion  No.  20  and  FASB  Statement  No.  3.  SFAS  154  establishes,  unless
impracticable,  retrospective application as the required method for reporting a
change  in   accounting   principle  in  the  absence  of  explicit   transition
requirements specific to a newly adopted accounting principle.  Previously, most
changes in accounting  principle  were  recognized  by including the  cumulative
effect of changing to the new  accounting  principle in net income of the period
of the  change.  Under  SFAS 154,  retrospective  application  requires  (i) the
cumulative effect of the change to the new accounting principle on periods prior
to those  presented  to be  reflected  in the  carrying  amounts  of assets  and
liabilities  as of  the  beginning  of  the  first  period  presented,  (ii)  an
offsetting  adjustment,  if any, to be made to the  opening  balance of retained
earnings (or other appropriate  components of equity) for that period, and (iii)
financial  statements for each individual  prior period presented to be adjusted
to reflect the direct  period-specific  effects of applying  the new  accounting
principle. Special retroactive application rules apply in situations where it is
impracticable to determine either the period-specific  effects or the cumulative
effect of the change.  Indirect effects of a change in accounting  principle are
required to be reported  in the period in which the  accounting  change is made.
SFAS 154 carries  forward the guidance in APB Opinion 20  "Accounting  Changes,"
requiring  justification  of a change in  accounting  principle  on the basis of
preferability.  SFAS  154 also  carries  forward  without  change  the  guidance
contained  in APB  Opinion  20,  for  reporting  the  correction  of an error in
previously issued financial  statements and for a change in accounting estimate.
SFAS 154 is effective for accounting  changes and  corrections of errors made in
fiscal years beginning after December 15, 2005. The Company does not expect SFAS
154 will  significantly  impact its  financial  statements  upon its adoption on
January 1, 2006.


Reclassifications
Certain amounts previously  reported in the 2004 financial  statements have been
reclassified  to conform to the 2005  presentation.  Additionally,  in the first
quarter of 2005, the Company  reclassified the reserve for unfunded  commitments
from the allowance for loan losses to other  liabilities,  and  reclassified the
provision for unfunded  commitments  from the provision for loan losses to other
noninterest expense. These  reclassifications did not affect previously reported
net income or total shareholders' equity.

                                      -14-

<PAGE>


                                TRICO BANCSHARES
                                Financial Summary
           (dollars in thousands, except per share amounts; unaudited)
<TABLE>
<CAPTION>

                                                       Three months ended            Nine months ended
                                                          September 30,                September 30,
                                                ------------------------------------------------------------
                                                      2005             2004        2005            2004
                                                ------------------------------------------------------------
<S>                                                   <C>              <C>         <C>             <C>
Net Interest Income (FTE)                           $20,086          $18,712     $58,203         $53,670
Provision for loan losses                               947            1,166       1,608           3,084
Noninterest income                                    6,632            6,361      18,269          19,058
Noninterest expense                                  15,680           15,223      46,310          45,013
Provision for income taxes (FTE)                      4,130            3,481      11,617           9,804
                                                ------------------------------------------------------------
Net income                                           $5,961           $5,203     $16,937         $14,827
                                                ============================================================
Earnings per share:
    Basic                                             $0.38            $0.33       $1.08           $0.95
    Diluted                                           $0.37            $0.32       $1.04           $0.91
Per share:
    Dividends paid                                    $0.11            $0.11       $0.33           $0.32
    Book value at period end                          $9.30            $8.64
    Tangible book value at period end                 $8.04            $7.33

Average common shares outstanding                    15,688           15,672      15,706          15,643
Average diluted shares outstanding                   16,330           16,254      16,328          16,227
Shares outstanding at period end                     15,728           15,698
At period end:
    Loans, net                                   $1,312,294       $1,111,256
    Total assets                                  1,786,856        1,574,546
    Total deposits                                1,438,299        1,292,141
    Other borrowings                                 31,711           27,159
    Junior subordinated debt                         41,238           41,238
    Shareholders' equity                           $146,322         $135,688
Financial Ratios:
During the period (annualized):
    Return on assets                                  1.37%            1.34%       1.34%           1.32%
    Return on equity                                 16.26%           15.57%      15.71%          15.12%
    Net interest margin1                              5.10%            5.35%       5.12%           5.32%
    Net loan charge-offs to average loans             0.01%            0.22%       0.04%           0.10%
    Efficiency ratio1                                58.69%           60.71%      60.56%          61.89%
At Period End:
    Equity to assets                                  8.19%            8.62%
    Total capital to risk assets                     11.19%           12.36%
    Allowance for losses to loans2                    1.32%            1.44%

</TABLE>

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




                                      -15-

<PAGE>


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

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

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

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

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

                                   Three months ended        Nine months ended
                                      Spetember 30,            September 30,
                                ------------------------------------------------
                                   2005           2004        2005        2004
                                ------------------------------------------------
Net Interest Income (FTE)        $20,086        $18,712     $58,203     $53,670
Provision for loan losses            947          1,166       1,608       3,084
Noninterest income                 6,632          6,361      18,269      19,058
Noninterest expense               15,680         15,223      46,310      45,013
Provision for income taxes (FTE)   4,130          3,481      11,617       9,804
                                ------------------------------------------------
Net income                        $5,961         $5,203     $16,937     $14,827
                                ================================================

The Company had quarterly  earnings of  $5,961,000,  or $0.37 per diluted share,
for the three months ended September 30, 2005.  These results  represent a 15.6%
increase from the $0.32 earnings per diluted share reported for the three months
ended  September 30, 2004 on earnings of $5,203,000.  The improvement in results
from the  year-ago  quarter  was due to a  $1,374,000  (7.3%)  increase in fully
tax-equivalent  net interest income to $20,086,000,  a $219,000 (18.8%) decrease
in provision  for loan losses to  $947,000,  and a $271,000  (4.3%)  increase in
noninterest  income to  $6,632,000.  These  contributing  factors were partially
offset by a $457,000 (3.0%)  increase in noninterest  expense to $15,680,000 for
the quarter ended September 30, 2005.

The Company  reported  earnings of $16,937,000,  or $1.04 per diluted share, for
the nine months  ended  September  30,  2005.  These  results  represent a 14.3%
increase from the $0.91  earnings per diluted share reported for the nine months
ended September 30, 2004 on earnings of $14,827,000.  The improvement in results
from the  year-ago  period  was due to a  $4,533,000  (8.5%)  increase  in fully
tax-equivalent  net interest  income to  $58,203,000,  and a $1,476,000  (47.9%)
decrease in provision for loan losses to $1,608,000.  These contributing factors
were partially  offset by a $789,000  (4.1%)  decrease in noninterest  income to
$18,269,000  and  a  $1,297,000  (2.9%)  increase  in  noninterest   expense  to
$46,310,000 for the nine months ended September 30, 2005.

                                      -16-

<PAGE>


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

<TABLE>
<CAPTION>

                                             Three months ended             Nine months ended
                                                September 30,                 September 30,
                                         -------------------------------------------------------
                                              2005         2004             2005         2004
                                         -------------------------------------------------------
     <S>                                      <C>          <C>               <C>          <C>
     Interest income                        $25,334      $21,951          $71,880      $62,491
     Interest expense                        (5,519)      (3,494)         (14,429)      (9,595)
     FTE adjustment                             271          255              752          774
                                         -------------------------------------------------------
        Net interest income (FTE)           $20,086      $18,712          $58,203      $53,670
                                         =======================================================
     Average interest-earning assets     $1,574,392   $1,399,342       $1,517,013   $1,344,353

     Net interest margin (FTE)                5.10%        5.35%            5.12%        5.32%

</TABLE>

The  Company's  primary  source  of  revenue  is  net  interest  income,  or the
difference  between  interest  income on  interest-earning  assets and  interest
expense in  interest-bearing  liabilities.  Net interest income (FTE) during the
third quarter of 2005 increased  $1,374,000  (7.3%) from the same period in 2004
to  $20,086,000.  The  increase  in  net  interest  income  (FTE)  was  due to a
$175,050,000 (12.5%) increase in average balances of interest-earning  assets to
$1,574,392,000 offset by a 0.25% decrease in net interest margin (FTE) to 5.10%.

Net  interest  income  (FTE)  during  the first  nine  months of 2005  increased
$4,533,000  (8.5%) from the same period in 2004 to $58,203,000.  The increase in
net interest income (FTE) was due to a $172,660,000  (12.8%) increase in average
balances of interest-earning assets to $1,517,013,000 offset by a 0.20% decrease
in net interest margin (FTE) to 5.12%.

Interest and Fee Income
Interest and fee income (FTE) for the third quarter of 2005 increased $3,399,000
(15.3%)  from the third  quarter of 2004.  The  increase was the net effect of a
$175,050,000 (12.5%) increase in average balances of interest-earning  assets to
$1,574,392,000   and  a  0.16%   increase   in  the   yield  on  those   average
interest-earning  assets to 6.51%.  The  growth in  interest-earning  assets was
comprised  of a  $186,535,000  (17.0%)  increase  in average  loan  balances  to
$1,284,977,000  that was partially offset by a decrease of $11,572,000 (3.9%) in
average  balances of investments to  $288,963,000.  The increase in the yield on
average  interest-earning  assets  was  mainly  due to the  change in the mix of
interest-earning  assets as the  average  balance of loans  increased  while the
average balance of lower earning investments  decreased compared to the year-ago
quarter.  Also  helping to increase  the yield on average  earning  assets was a
0.06%  increase in the yield on loans to 6.93% and a 0.19% increase in the yield
on  investments  to 4.63% from the year-ago  quarter.  The relative  flatness in
yield in loans from the year-ago quarter,  despite a 2.75% increase in the prime
rate from June 30, 2004 to September 30, 2005, is due to long-term  rates having
generally held steady or fallen over this period, and new prime based loans such
as home equity lines of credit  being  offered at spreads to the prime rate that
are lower  than they were in the  year-ago  period.  The  increase  in yields on
investments  was  mainly  due to  maturities  of  shorter-term,  lower  yielding
investments.

Interest  and fee income  (FTE) for the nine  months  ended  September  30, 2005
increased  $9,367,000 (14.8%) from the same period of 2004. The increase was the
net effect of a $172,660,000 (12.8%) increase in average interest-earning assets
to  $1,517,013,000   and  a  0.11%  increase  in  the  yield  on  those  average
interest-earning  assets to 6.38%. The growth in interest-earning assets was due
to a $187,467,000  (18.1%)  increase in average loan balances to  $1,220,714,000
that was  partially  offset by a  decrease  of  $13,925,000  (4.5%)  in  average
balances of  investments to  $295,457,000.  The increase in the yield on average
interest-earning   assets   was   mainly  due  to  the  change  in  the  mix  of
interest-earning  assets as the  average  balance of loans  increased  while the
average balance of lower earning investments  decreased compared to the year-ago
quarter.  Compared  to the  year-ago  nine-month  period,  the  yield  on  loans
decreased 0.04% to 6.82% and the yield on investments  increased 0.22% to 4.57%.
The  decrease  in yield  in loans  from the  year-ago  period,  despite  a 2.75%
increase in the prime rate from June 30, 2004 to September  30, 2005,  is due to
long-term rates having generally held steady or fallen over this period, and new
prime based loans such as home equity lines of credit  being  offered at spreads
to the prime  rate that are lower  than they were in the  year-ago  period.  The
increase in yields on investments was mainly due to maturities of  shorter-term,
lower yielding investments.

                                      -17-

<PAGE>


Interest Expense
Interest expense increased $2,025,000 (58.0%) to $5,519,000 in the third quarter
of  2005   compared  to  the   year-ago   quarter.   The   average   balance  of
interest-bearing liabilities increased $117,740,000 (10.6%) to $1,233,412,000 in
the third quarter compared to the year-ago quarter.  The increase in the average
balance of  interest-bearing  liabilities was  concentrated in time deposits (up
$93,009,000  or 32.4%),  interest-bearing  demand  deposits (up  $12,907,000  or
5.6%),  other  borrowings (up $5,029,000 or 19.3%),  Federal funds purchased (up
$19,062,000 or 33.3%), and junior subordinated debt (up $2,574,000 or 6.7%). The
average  balance  of  savings  deposits  was down  $14,841,000  (3.1%)  from the
year-ago  quarter.  In  addition,  the  average  balance of  noninterest-bearing
deposits increased  $54,381,000  (19.3%) from the year-ago quarter.  The average
rate paid on  interest-bearing  liabilities  in the quarter ended  September 30,
2005 increased 0.54% to 1.79% compared to the year-ago quarter. The average rate
paid for all categories of interest-bearing  liabilities except other borrowings
increased  from the  average  rate paid in the  year-ago  quarter as a result of
general market interest rate changes.

Interest expense increased $4,834,000 (50.4%) to $14,429,000 for the nine months
ended  September 30, 2005 compared to  $9,595,000  in the year-ago  period.  The
average balance of interest-bearing  liabilities increased  $117,128,000 (10.9%)
to  $1,190,081,000  for the nine months ended September 30, 2005 compared to the
year-ago period. The increase in  interest-bearing  liabilities was concentrated
in time deposits (up $84,457,000 or 30.6%), interest-bearing demand deposits (up
$13,735,000 or 6.0%),  other borrowings (up $5,031,000 or 21.0%),  Federal funds
purchased (up $3,797,000 or 9.0%), and junior  subordinated debt (up $13,905,000
or 50.9%).  The average balance of savings  deposits was down $3,797,000  (0.8%)
from   the   year-ago   period.   In   addition,    the   average   balance   of
noninterest-bearing  deposits  increased  $49,573,000  (18.1%) from the year-ago
period. The average rate paid on interest-bearing  liabilities in the nine month
period  ended  September  30,  2005  increased  0.43% to 1.62%  compared  to the
year-ago period as a result of general market interest rate changes.

Net Interest Margin (FTE)
The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:

                                   Three months ended          Nine months ended
                                      September 30,              September 30,
                                   ---------------------------------------------
                                    2005         2004         2005         2004
                                   ---------------------------------------------
Yield on interest-earning assets    6.51%        6.35%        6.38%        6.27%
Rate paid on interest-bearing
     Liabilities                    1.79%        1.25%        1.62%        1.19%
                                   ---------------------------------------------
     Net interest spread            4.72%        5.10%        4.76%        5.08%
Impact of all other net
     noninterest-bearing funds      0.38%        0.25%        0.36%        0.24%
                                   ---------------------------------------------
        Net interest margin         5.10%        5.35%        5.12%        5.32%
                                   =============================================

Net interest margin in the third quarter of 2005 decreased 0.25% compared to the
third quarter of 2004.  This  decrease in net interest  margin was mainly due to
0.06%  increase in average yield on loans,  a 0.19% increase in average yield on
investments,  and a 0.54% increase in the average rate paid on  interest-bearing
liabilities.  As a result,  the average yield on total  interest-earning  assets
increased  only  0.16%,   while  the  average  rate  paid  on   interest-bearing
liabilities increased 0.54%.

Net interest margin for the nine months ended September 30, 2005 decreased 0.20%
compared to the nine months  ended  September  30,  2004.  This  decrease in net
interest  margin was mainly due to a 0.04% decrease in average yield on loans, a
0.22%  increase in average  yield on  investments,  and a 0.43%  increase in the
average  rate paid on  interest-bearing  liabilities.  As a result,  the average
yield on total  interest-earning  assets increased only 0.11%, while the average
rate paid on interest-bearing liabilities increased 0.43%.

                                      -18

<PAGE>


Summary of Average Balances, Yields/Rates and Interest Differential
The following tables present, for the periods indicated,  information  regarding
the Company's consolidated average assets, liabilities and shareholders' equity,
the  amounts  of  interest  income  from  average  interest-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
                                       ----------------------------------------------------------------
                                            September 30, 2005                 September 30, 2004
                                       -----------------------------     ------------------------------
                                                   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                                  $1,284,977  $22,254    6.93%     $1,098,442 $18,867     6.87%
Investment securities - taxable           252,547    2,608    4.13%        266,714   2,651     3.98%
Investment securities - nontaxable         36,416      739    8.12%         33,821     687     8.12%
Federal funds sold                            452        4    3.54%            365       1     1.10%
                                       -----------------------------    -------------------------------
Total interest-earning assets           1,574,392   25,605    6.51%      1,399,342  22,206     6.35%
Other assets                              169,623  --------                153,401 --------
                                       ----------                       ----------
Total assets                           $1,744,015                       $1,552,743
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $244,821      124    0.20%       $231,914     107     0.18%
Savings deposits                          460,204      861    0.75%        475,045     805     0.68%
Time deposits                             379,686    2,839    2.99%        286,677   1,585     2.21%
Federal funds purchased                    76,372      696    3.65%         57,310     221     1.54%
Other borrowings                           31,091      351    4.52%         26,062     327     5.02%
Junior subordinated debt                   41,238      648    6.29%         38,664     449     4.65%
                                       -----------------------------    -------------------------------
Total interest-bearing liabilities      1,233,412    5,519    1.79%      1,115,672   3,494     1.25%
Noninterest-bearing deposits              336,344  --------                281,963 --------
Other liabilities                          27,599                           21,480
Shareholders' equity                      146,660                          133,628
                                       ----------                       ----------
Total liabilities and shareholders'
  equity                               $1,744,015                       $1,552,743
                                       ==========                       ==========
Net interest spread(1)                                        4.72%                            5.10%
Net interest income and interest margin(2)         $20,086    5.10%                $18,712     5.35%
                                                   =================               ====================

</TABLE>

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




                                      -19-

<PAGE>


<TABLE>
<CAPTION>

                                                          For the nine months ended
                                       ----------------------------------------------------------------
                                            September 30, 2005                 September 30, 2004
                                       -----------------------------     ------------------------------
                                                   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                                  $1,220,714  $62,482    6.82%     $1,033,247 $53,157     6.86%
Investment securities - taxable           261,542    8,083    4.12%        274,666   8,010     3.89%
Investment securities - nontaxable         33,915    2,049    8.06%         34,716   2,086     8.01%
Federal funds sold                            842       18    2.85%          1,724      12     0.93%
                                       -----------------------------    -------------------------------
Total interest-earning assets           1,517,013   72,632    6.38%      1,344,353  63,265     6.27%
Other assets                              167,481  --------                155,591 --------
                                       -----------                      -----------
Total assets                           $1,684,494                       $1,499,944
                                       ===========                      ===========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $241,856      366    0.20%       $228,121     312     0.18%
Savings deposits                          471,396    2,600    0.74%        475,193   2,569     0.72%
Time deposits                             360,612    7,560    2.80%        276,155   4,452     2.15%
Federal funds purchased                    45,999    1,117    3.24%         42,202     405     1.28%
Other borrowings                           28,980    1,007    4.63%         23,949     967     5.38%
Junior subordinated debt                   41,238    1,779    5.75%         27,333     890     4.34%
                                       -----------------------------    -------------------------------
Total interest-bearing liabilities      1,190,081   14,429    1.62%      1,072,953   9,595     1.19%
Noninterest-bearing deposits              323,485  --------                273,912 --------
Other liabilities                          27,205                           22,316
Shareholders' equity                      143,723                          130,763
                                       -----------                      -----------
Total liabilities and shareholders'
  equity                               $1,684,494                       $1,499,944
                                       ===========                      ===========
Net interest spread(1)                                        4.76%                            5.08%
Net interest income and interest margin(2)         $58,203    5.12%                $53,670     5.32%
                                                   =================               ====================

</TABLE>

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








                                      -20-

<PAGE>


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

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

                                           Three months ended September 30, 2005
                                                compared with three months
                                                 ended September 30, 2004
                                           -------------------------------------
                                               Volume       Rate       Total
                                           -------------------------------------
Increase (decrease) in interest income:
Loans                                          $3,204       $183      $3,387
Investment securities                             (88)        97           9
Federal funds sold                                  -          3           3
                                           -------------------------------------
   Total interest-earning assets                3,116        283       3,399
                                           -------------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                    6         11          17
Savings deposits                                  (25)        81          56
Time deposits                                     514        740       1,254
Federal funds purchased                            73        402         475
Other borrowings                                   63        (39)         24
Junior subordinated debt                           30        169         199
                                           -------------------------------------
   Total interest-bearing liabilities             661      1,364       2,025
                                           -------------------------------------
Increase (decrease) in Net Interest Income     $2,455    ($1,081)     $1,374
                                           =====================================


                                           Nine months ended September 30, 2005
                                                 compared with nine months
                                                  ended September 30, 2004
                                           -------------------------------------
                                               Volume       Rate       Total
                                           -------------------------------------
Increase (decrease) in interest income:
Loans                                          $9,645      ($320)     $9,325
Investment securities                            (431)       467          36
Federal funds sold                                 (6)        12           6
                                           -------------------------------------
   Total interest-earning assets                9,208        159       9,367
                                           -------------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                   19         35          54
Savings deposits                                  (21)        52          31
Time deposits                                   1,362      1,746       3,108
Federal funds purchased                            36        676         712
Other borrowings                                  203       (163)         40
Junior subordinated debt                          453        436         889
                                           -------------------------------------
   Total interest-bearing liabilities           2,052      2,782       4,834
                                           -------------------------------------
Increase (decrease) in Net Interest Income     $7,156    ($2,623)     $4,533
                                           =====================================

                                      -21-

<PAGE>


Provision for Loan Losses
The  Company  provided  $947,000  for loan  losses in the third  quarter of 2005
versus  $1,166,000  in the third  quarter of 2004.  During the third  quarter of
2005, the Company recorded  $43,000 of net loan  charge-offs  versus $612,000 of
net loan charge-offs in the year earlier quarter.

The Company  provided  $1,608,000  for loan losses  during the nine months ended
September 30, 2005 versus  $3,084,000 during the nine months ended September 30,
2004.  During the nine months ended  September  30, 2005,  the Company  recorded
$337,000 of net loan charge-offs  versus $807,000 of net loan charge-offs in the
year earlier nine-month period.

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

<TABLE>
<CAPTION>

                                                 Three months ended             Nine months ended
                                                    September 30,                 September 30,
                                               ----------------------------------------------------
                                                 2005          2004             2005         2004
                                               ----------------------------------------------------
     <S>                                          <C>           <C>              <C>          <C>
     Service charges on deposit accounts        $3,653        $3,399          $10,030      $10,005
     ATM fees and interchange                      822           693            2,315        1,939
     Other service fees                            504           500            1,507        1,445
     Amortization of mortgage servicing rights    (184)         (156)            (490)        (562)
     Recovery of mortgage servicing
       rights valuation allowance                    -             -                -          600
     Gain on sale of loans                         474           258            1,195        1,316
     Commissions on sale of
       nondeposit investment products              535           578            1,727        1,707
     (Loss) Gain on sale of fixed assets           (16)            8              (95)          20
     Gain on sale of other real estate               -           384                -          566
     Increase in cash value of life insurance      420           352            1,040        1,216
     Other noninterest income                      424           345            1,040          806
                                               ----------------------------------------------------
     Total noninterest income                   $6,632        $6,361          $18,269      $19,058
                                               ====================================================

</TABLE>

Noninterest  income for the third quarter of 2005 increased  $271,000  (4.3%) to
$6,632,000 from $6,361,000 in the year-ago quarter.  Included in the results for
the quarter  ended  September  30, 2004 was $384,000  from gain on sale of other
real  estate.  Excluding  this item,  noninterest  income for the quarter  ended
September 30, 2004 would have been $5,977,000, and the $6,632,000 of noninterest
income for the  quarter  ended  September  30,  2005 would  have  represented  a
$655,000 (11.0%) increase.

Noninterest  income for the nine  months  ended  September  30,  2005  decreased
$789,000  (4.1%) to  $18,269,000  from  $19,058,000  in the same period in 2004.
Included  in the  results for the nine  months  ended  September  30, 2004 was a
$600,000 recovery of mortgage servicing rights valuation allowance, and $566,000
from gain on sale of other  real  estate.  Excluding  these  items,  noninterest
income for the nine months ended September 30, 2004 would have been $17,892,000,
and the  $18,269,000 of noninterest  income for the nine months ended  September
30, 2005 would have represented a $377,000 (2.1%) increase.


                                      -22-

<PAGE>


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

<TABLE>
<CAPTION>

                                                 Three months ended             Nine months ended
                                                    September 30,                 September 30,
                                               ----------------------------------------------------
                                                 2005          2004             2005         2004
                                               ----------------------------------------------------
     <S>                                          <C>           <C>              <C>          <C>
     Salaries & benefits                        $8,584        $8,319          $25,361      $24,926
     Occupancy                                   1,034         1,001            3,019        2,947
     Equipment                                   1,023           913            3,092        2,763
     Advertising and marketing                     561           268            1,283          693
     ATM network charges                           430           344            1,209          964
     Data processing and software                  419           413            1,203        1,196
     Intangible amortization                       346           343            1,035        1,016
     Telecommunications                            344           426            1,137        1,222
     Courier service                               292           255              860          786
     Professional fees                             287           695              968        1,802
     Postage                                       263           201              734          668
     Assessments                                    80            76              233          221
     Operational losses                             25           126               97          278
     Other                                       1,992         1,843            6,079        5,531
                                               ----------------------------------------------------
     Total                                     $15,680       $15,223          $46,310      $45,013
                                               ====================================================
     Average full time equivalent staff            592           533              577          535
     Noninterest expense to revenue (FTE)       58.69%        60.71%           60.56%       61.89%

</TABLE>

Noninterest  expense for the third quarter of 2005 increased  $457,000 (3.0%) to
$15,680,000  from  $15,223,000  in the third  quarter of 2004.  The  increase in
noninterest  expense was the result of a $265,000  (3.2%) increase in salary and
benefit  expense to  $8,584,000  and a $192,000  (2.8%)  net  increase  in other
noninterest  expense  categories  to  $7,096,000.  The  increase  in salary  and
benefits  expense was the net result of annual salary  increases,  new employees
from the opening of de-novo  branches in Woodland  (November  2004), and Lincoln
(February 2005), offset by reduced incentive commissions,  overtime, and workers
compensation expense. Included in the $192,000 net increase in other noninterest
income categories was a $293,000 increase in advertising expense, and a $408,000
decrease in professional  fees. The decrease in professional fees was mainly due
to the  expiration of  consulting  services  related to the Company's  overdraft
privilege product,  the expiration of which is not expected to have an impact on
revenue from the overdraft privilege product.

Noninterest  expense  for the first  nine  months of 2005  increased  $1,297,000
(2.9%) to  $46,310,000  from  $45,013,000  in the first nine months of 2004. The
increase in noninterest  expense was due to a $435,000 (1.8%) increase in salary
and benefit  expense to $25,361,000  and a $862,000 (4.3%) net increase in other
noninterest  expense  categories  to  $20,949,000.  The  increase  in salary and
benefits  expense  was  the net  result  of  annual  salary  increases,  and new
employees from the opening of de-novo branches in Woodland  (November 2004), and
Lincoln   (February  2005)  that  was  partially  offset  by  reduced  incentive
commissions,  overtime,  and  workers  compensation  expense.  Included  in  the
$862,000  net increase in other  noninterest  income  categories  was a $590,000
increase in advertising  expense,  and a $834,000 decrease in professional fees.
The decrease in professional fees was mainly due to the expiration of consulting
services related to the Company's overdraft privilege product, the expiration of
which is not expected to have an impact on revenue from the overdraft  privilege
product.

Provision for Income Tax
The effective  tax rate for the three months ended  September 30, 2005 was 39.3%
and reflects an increase  from 38.3% for the three months  ended  September  30,
2004.  The effective  tax rate for the nine months ended  September 30, 2005 was
39.1% and reflects an increase  from 37.9% for the nine months  ended  September
30, 2004. 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.

                                      -23-

<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 September 30, 2005        At December 31, 2004
                           -------------------------    ------------------------
                             Gross Guaranteed  Net       Gross Guaranteed   Net
                           -----------------------------------------------------
Classified loans            $13,463  $7,288  $6,175     $22,337  $9,436  $12,901
Other classified assets           -       -       -           -       -        -
                           -----------------------------------------------------
Total classified assets     $13,463  $7,288  $6,175     $22,337  $9,436  $12,901
                           =====================================================
Allowance for losses/classified loans         282.9%                      124.5%
Allowance for loan losses/classified loans    255.8%                      112.6%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies and its government-sponsored  agencies at September 30, 2005, decreased
$6,726,000 (52.1%) to $6,175,000 from $12,901,000 at December 31, 2004.

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
nine months,  ended  September  30, 2005,  if all such loans had been current in
accordance with their original terms, totaled $727,000. Interest income actually
recognized  on these loans during the nine months ended  September  30, 2005 was
$596,000.

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 consolidated financial statements.

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

                                      -24-

<PAGE>


As shown in the following table, total nonperforming assets net of guarantees of
the  U.S.  Government,  including  its  agencies  and  its  government-sponsored
agencies,  decreased  $1,858,000  (37.9%)  to  $3,048,000  during the first nine
months of 2005.  Nonperforming assets net of guarantees represent 0.17% 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>

 (dollars in thousands):
                                                At September 30, 2005         At December 31, 2004
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
                                              ------------------------------------------------------
<S>                                             <C>       <C>      <C>       <C>      <C>      <C>
Performing nonaccrual loans                    $8,922  $7,028   $1,894     $11,043  $7,442   $3,601
Nonperforming, nonaccrual loans                 1,121            1,121       1,418     174    1,244

Total nonaccrual loans                         10,043   7,028    3,015      12,461   7,616    4,845
Loans 90 days past due and still accruing          33               33          61       -       61

Total nonperforming loans                      10,076   7,028    3,048      12,522   7,616    4,906
Other real estate owned                             -       -        -           -       -        -

Total nonperforming assets                    $10,076  $7,028   $3,048     $12,522  $7,616   $4,906

Nonperforming loans/total loans                                  0.23%                        0.42%
Nonperforming assets/total assets                                0.17%                        0.30%
Allowance for losses/nonperforming loans                          573%                         327%
Allowance for loan losses/nonperforming loans                     518%                         296%

</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 Company's Board of Directors approved a two-for-one stock
split of its common  stock.  The stock split was effected in the form of a stock
dividend that entitled  each  shareholder  of record at the close of business on
April 9, 2004 to receive one  additional  share for every share of TriCo  common
stock held on that date.  Shares  resulting  from the split were  distributed on
April 30, 2004.

Also at its  meeting  on March 11,  2004,  the Board of  Directors  approved  an
increase in the maximum number of shares to be  repurchased  under the Company's
stock  repurchase  plan  originally  announced  on July 31, 2003 from 250,000 to
500,000 effective on April 9, 2004, solely to conform with the two-for-one stock
split noted above. The 250,000 shares originally authorized for repurchase under
this  plan  represented   approximately  3.2%  of  the  Company's  approximately
7,852,000 common shares outstanding as of July 31, 2003. This plan has no stated
expiration date for the repurchases, which may occur from time to time as market
conditions allow. As of September 30, 2005, the Company had repurchased  351,100
shares under this plan as adjusted for the 2-for-1 stock split paid on April 30,
2004, which left 148,900 shares available for repurchase under the plan.

The  Company's  primary  capital  resource is  shareholders'  equity,  which was
$146,322,000  at  September  30,  2005.  This amount  represents  an increase of
$8,190,000  from December 31, 2004,  the net result of  comprehensive  income of
$14,751,000  for the period and  $1,291,000  reflecting  the  issuance of common
shares via the exercise of stock  options,  partially  offset by  $2,663,000  to
repurchase of common stock and dividends paid of $5,189,000. The Company's ratio
of equity to total assets was 8.19%,  8.62%, and 8.49% as of September 30, 2005,
September  30,  2004,  and  December  31,  2004,  respectively.   The  following
summarizes  the  ratios of  capital  to  risk-adjusted  assets  for the  periods
indicated:

                               At September 30,        At            Minimum
                               ----------------    December 31,    Regulatory
                               2005       2004        2004         Requirement
                               -------------------------------------------------
     Tier I Capital            10.13%     11.00%     10.67%           4.00%
     Total Capital             11.19%     12.36%     11.86%           8.00%
     Leverage ratio             9.83%      9.81%      9.86%           4.00%

                                      -25-

<PAGE>


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 September
30, 2005  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 $541,310,000 and $445,054,000 at September 30,
2005 and December 31, 2004, respectively, and represent 40.8% of the total loans
outstanding at September 30, 2005 versus 38.0% at December 31, 2004. Commitments
related to the Bank's deposit overdraft  privilege  product totaled  $34,965,000
and $28,815,000 at September 30, 2005 and December 31, 2004, respectively.

Certain Contractual Obligations
The following chart summarizes certain contractual obligations of the Company as
of December 31, 2004:

<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>
Federal funds purchased                            $46,400      $46,400       $    -       $    -       $    -
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                            344            -            -          344            -
Other collateralized borrowings,
   fixed rate of  0.91% payable on January 2, 2005   5,308        5,308            -            -            -
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                          6,806        1,327        2,202        1,662        1,615
Deferred compensation plans(1)                       1,544          262          462          427          393
Supplemental retirement plans(1)                     4,996          488          956          926        2,626
Employment agreements                                  233          115          118            -            -
                                                  -------------------------------------------------------------
Total contractual obligations                     $129,369      $53,900       $3,738      $25,859      $45,872
                                                  =============================================================

</TABLE>

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

                                      -26-

<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 September 30, 2005, 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  September  30,  2005 and  2004,  the  Company  had no  derivative  financial
instruments.

                                      -27-

<PAGE>


Liquidity
The  Company's  principal  source of asset  liquidity is federal  funds sold and
marketable  investment  securities  available  for sale.  At September 30, 2005,
federal  funds  sold  and  investment  securities  available  for  sale  totaled
$271,352,000,  representing a decrease of  $14,661,000  (5.1%) from December 31,
2004, and a decrease of $14,715,000 (5.1%) from September 30, 2004. In addition,
the Company generates  additional liquidity from its operating  activities.  The
Company's  profitability  during the first nine  months of 2005  generated  cash
flows from  operations of $22,562,000  compared to $18,248,000  during the first
nine  months  of 2004.  Additional  cash  flows  may be  provided  by  financing
activities,  primarily  the  acceptance of deposits and  borrowings  from banks.
Maturities of investment  securities produced cash inflows of $45,147,000 during
the nine months ended  September 30, 2005 compared to  $62,476,000  for the nine
months ended  September  30, 2004.  During the nine months ended  September  30,
2005, the Company  invested  $35,013,000 and  $155,460,000 in securities and net
loan  growth,   respectively,   compared  to  $39,580,000  and  $145,989,000  in
securities  and net loan growth,  respectively,  during the first nine months of
2004. These changes in investment and loan balances contributed to net cash used
for investing  activities of $149,890,000 during the nine months ended September
30, 2005,  compared to net cash used for investing  activities  of  $126,207,000
during the nine months ended September 30, 2004.  Financing  activities provided
net cash of  $142,922,000  during the nine  months  ended  September  30,  2005,
compared to net cash provided by financing  activities of $91,348,000 during the
nine months ended September 30, 2004.  Increases in deposit balances and Federal
funds borrowed accounted for $89,466,000 and $56,800,000 of financing sources of
funds,  respectively,  during the nine months ended September 30, 2005, compared
to increases in deposit  balances and Federal funds borrowed of $55,318,000  and
$17,800,000,  respectively, during the nine months ended September 30, 2004. The
Company  raised  $20,619,000  through the issuance of junior  subordinated  debt
during the nine months ended September 30, 2004.  Dividends paid used $5,189,000
and  $5,001,000  of cash during the nine  months  ended  September  30, 2005 and
September 30, 2004, respectively. Repurchase of common stock used $2,663,000 and
$2,793,000 of cash during the nine months ended September 30, 2005 and September
30, 2004, respectively.  Also, the Company's liquidity is dependent on dividends
received  from  the  Bank.  Dividends  from  the Bank  are  subject  to  certain
regulatory restrictions.

Item 4.  Controls and Procedures
The Chief Executive  Officer,  Richard Smith,  and the Chief Financial  Officer,
Thomas Reddish, evaluated the effectiveness of the Company's disclosure controls
and  procedures  as of September  30, 2005  ("Evaluation  Date").  Based on that
evaluation,  they  concluded  that  as of  the  Evaluation  Date  the  Company's
disclosure  controls and procedures are effective to allow timely  communication
to them of  information  relating  to the  Company  and the Bank  required to be
disclosed in its filings with the  Securities  and Exchange  Commission  ("SEC")
under  the  Securities  Exchange  Act of  1934,  as  amended  ("Exchange  Act").
Disclosure  controls and  procedures are Company  controls and other  procedures
that are  designed to ensure that  information  required to be  disclosed by the
Company  in the  reports  that it files  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms.

No changes in the Company's  internal control over financial  reporting occurred
during  the first  nine  months of 2005 that have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.




                                      -28-

<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 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 third quarter of 2005  pursuant to the  Company's  stock
repurchase  plan  originally  announced on July 31, 2003,  as amended  effective
April 9, 2004,  to conform with the  Company's  two-for-one  stock split paid on
April 30, 2004,  which is discussed in more detail under "Capital  Resources" in
this annual report on Form 10-K:

<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>
July 1-31, 2005        10,000            $21.26                10,000                 148,900
August 1-31, 2005           -              -                        -                 148,900
September 1-30, 2005        -              -                        -                 148,900
-----------------------------------------------------------------------------------------------------------
Total                  10,000            $21.26                10,000                 148,900

</TABLE>

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.

     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.

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

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

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

     10.7*     TriCo's 2001 Stock Option Plan,  as amended filed as Exhibit 10.7
               to TriCo's  Quarterly  Report on Form 10-Q for the quarter  ended
               June 30, 2005.

                                      -29-

<PAGE>


     10.8      Amended  Employment  Agreement  between  TriCo and Richard  Smith
               dated as of August 23, 2005.

     10.9      Tri Counties Bank Executive  Deferred  Compensation Plan restated
               April 1, 1992, and January 1, 2005.

     10.10     Tri  Counties  Bank  Deferred  Compensation  Plan  for  Directors
               effective January 1, 2005.

     10.11     2005 Tri Counties Bank Deferred  Compensation Plan for Executives
               and Directors effective January 1, 2005.

     10.13*    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.

     10.14*    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.

     10.15*    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.

     10.16*    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.

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

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

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

     10.20*    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.

     10.21*    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.

                                      -30-

<PAGE>


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

     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.




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

                                     TRICO BANCSHARES
                                       (Registrant)

Date:  October 25, 2005              /s/ Thomas J. Reddish
                                     -----------------------------------
                                     Thomas J. Reddish
                                     Executive Vice President and
                                     Chief Financial Officer




                                      -31-

<PAGE>


Exhibit 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.

     This Change of Control  Agreement  ("Agreement")  is dated as of August 23,
2005,  and is by and among TRI COUNTIES BANK, a California  banking  corporation
having  its  principal  place  of  business  at 63  Constitution  Drive,  Chico,
California 95973,  TRICO BANCSHARES,  a California  corporation  ("TriCo"),  and
_________________ ("Employee").
     WHEREAS, Tri Counties Bank desires to retain and assure Employee's services
and loyalty  during any pending  Change of Control,  as defined  herein,  and is
willing  to  provide  severance  benefits  in  excess of its  regular  severance
benefits in such event;
     WHEREAS,  Employee  desires to continue in the employ of Tri Counties  Bank
under the terms and subject to the conditions hereinafter set forth.
     NOW, THEREFORE, the parties hereto agree as follows:
     1. TERM OF AGREEMENT.  Unless sooner terminated  pursuant to the provisions
of Section 5 hereof, the initial term of this Agreement shall be for twelve (12)
months.  On  each  one-year  anniversary  of  this  Agreement  thereafter,  this
Agreement  shall  automatically  renew for an  additional  one (1) year  period,
unless  terminated  by either party  ninety (90) days prior to such  anniversary
date;  provided,  however this Agreement may not be terminated  pursuant to this
Section 1 at any time there is a pending or  threatened  "Change of Control" (as
defined herein).
     2.  DUTIES OF  EMPLOYMENT.  Employee  hereby  agrees to devote his full and
exclusive  time and  attention to the business of Tri Counties  Bank,  TriCo and
their subsidiaries (collectively,  "Employer"), to faithfully perform the duties
assigned to him by the Board of  Directors  consistent  with his office,  and to
conduct himself in such a way as shall best serve the interests of Employer.
     3. CHANGE OF CONTROL.
          3.1 In the event of a Change of Control of  Employer  and in the event
     that,  within  one year  following  the  Change  of  Control,  either:  (i)
     Employee's  employment is terminated by Employer  other than for "cause" as
     defined in Section 5.2, or (ii) Employee  terminates  his  employment  with
     Employer  after a  substantial  and  material  negative  change  occurs  in
     Employee's title,  compensation and/or  responsibilities,  then, subject to
     the  provisions of Section 3.3,  Employee  shall be entitled to receive his
     salary at the rate then in effect for a period of  twenty-four  (24) months
     following  the  occurrence  of the events set forth  herein,  as well as an
     amount equal to 200% of the annual  bonuses earned by Employee for the last
     complete calendar year or year of employment, whichever is greater, paid in
     twenty-four equal monthly installments; provided, however, that the present
     value of said  payments  shall  not be more  than two  hundred  ninety-nine
     percent (299%) of Employee's compensation as defined by Section 280G of the
     Internal  Revenue Code of 1954, as amended.  Employer  shall be relieved of
     its  obligation to make payments  under this Section 3.1 if, at the time it
     is  to  make  such  payment,   it  is  insolvent,   in  conservatorship  or
     receivership,  is in a troubled condition, is operating under a supervisory
     agreement with any regulatory agency having jurisdiction,  has been given a
     financial  soundness rating of "4" or "5," or is subject to a proceeding to
     terminate or suspend federal deposit insurance.
          3.2 For purposes of this Agreement,  a "Change of Control" of Employer
     shall occur:
               (a) upon  Employer's  knowledge  that any person (as such term is
          used in Section 13(d) and 14(d)(2) of the  Securities  Exchange Act of
          1934, as amended) is or becomes "the beneficial  owner" (as defined in
          Rule 13d-3 of the Exchange  Act),  directly or  indirectly,  of shares
          representing  40% or more of the  combined  voting  power  of the then
          outstanding securities of Employer; or
               (b) upon the  first  purchase  of the  common  stock of  Employer
          pursuant  to a tender  or  exchange  offer  (other  than a  tender  or
          exchange offer made by Employer); or
               (c) upon the approval by the stockholders of Employer of a merger
          or  consolidation  (other  than a  merger  of  consolidation  in which
          Employer is the surviving corporation and which does not result in any
          reclassification  or  reorganization  of Employer's  then  outstanding
          securities),  a sale or disposition of all or substantially all of the
          assets  of  Employer,  or a plan  of  liquidation  or  dissolution  of
          Employer; or


<PAGE>


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


<PAGE>


          3.4 Continuing Obligations. The triggering of this Section 3 shall not
     relieve  Employee  or  Employer  of  their  obligations   pursuant  to  the
     provisions of Section 4 hereof, which contains  independent  agreements and
     obligations.
     4. COVENANT TO PROTECT TRADE SECRETS.
          4.1 The parties hereto recognize that the services performed and to be
     performed  by  Employee  are  special and unique and that by reason of this
     employment Employee has acquired and will continue to acquire  confidential
     information  regarding the strategic plans,  business plans, trade secrets,
     policies,  finances,  customers  and other  business  affairs  of  Employer
     (collectively "Trade Secrets").  Employee hereby agrees not to divulge such
     Trade Secrets to anyone,  either during his employment with Employer or for
     a period of three (3) years  following the  termination of his  employment.
     Employee  further  agrees  that all  memoranda,  notes,  records,  reports,
     letters,  and other documents made,  compiled,  received,  held, or used by
     Employee while employed by Employer concerning any phase of the business of
     Employer shall be Employer's property and shall be delivered by Employee to
     Employer on the  termination of his  employment,  or at any earlier time on
     the request of the Board of Directors.
          4.2 Employee and Employer agree that in  consideration  of the payment
     of  the  amounts  payable  to  Employee  hereunder,  Employee  specifically
     covenants to comply with all of the restrictions and obligations  contained
     in this  Section 4 except as  otherwise  specifically  provided for herein.
     Employee  and  Employer   further  agree  that  they  have   discussed  the
     restrictions and obligations contained in this Section 4 and stipulate that
     they are reasonable.
          4.3 The agreement of Employee  regarding the  provisions  contained in
     this  Section  4  shall  be  enforceable  both  at law  and in  equity,  by
     injunction and otherwise; and the rights and remedies of Employer hereunder
     with respect  thereto shall be cumulative and not alternative and shall not
     be exhausted by any one or more uses thereof.

     5. TERMINATION.
     This Agreement is terminable as follows:
          5.1  By  Employer,   upon  the   voluntary   retirement  or  voluntary
     resignation of Employee,  or upon the death or permanent physical or mental
     disability of Employee. (For purposes hereof,  permanent physical or mental
     disability  shall be deemed to have occurred when Employee has been unable,
     with reasonable  accommodation,  to perform the essential  functions of his
     job (i) for a period of six (6)  consecutive  months or (ii) on 80% or more
     of the normal working days during any nine (9) consecutive months.)
          5.2 By Employer,  effective  immediately upon providing  Employee with
     notice of his dismissal, for "cause," which shall mean:
               1  Employee's   dishonesty,   disloyalty,   willful   misconduct,
          dereliction  of duty or  conviction  of a felony  or other  crime  the
          subject matter of which is related to his duties for Employer;
               2  Employee's  commission  of an act of fraud or bad  faith  upon
          Employer;
               3 Employee's willful misappropriation of any funds or property of
          Employer; or
               4  Employee's  willful,  continued  and  unreasonable  failure to
          perform his duties or obligations under this Agreement.
          5.3 By  Employer,  upon  ninety  (90)  days  prior  written  notice to
     Employee,  not for cause (as defined in Section  5.2);  provided,  however,
     this  Agreement may not be  terminated  pursuant to this Section 5.3 at any
     time there is a pending or threatened Change of Control of Employer.
     6. SCOPE OF AGREEMENT: WAIVERS AND AMENDMENTS.
     The scope of this Agreement is limited to the specific provisions set forth
herein and is not  intended to  encompass  all the terms and  conditions  of the
relationship  between  Employee  and  Employer  and any and all matters  related
thereto.  The  effects  of  the  termination  of  Employee's   employment  under
circumstances other than after a Change of Control and as specifically set forth
herein  shall be subject  to the  policies  of  Employer  and any other  written
agreement between Employee and Employer.  Neither this Agreement nor any term or
condition hereof, including without limitation, the terms and conditions of this
Section,  may be waived or modified  in whole or in part as against  Employer or
Employee,  as the  case  may be,  except  by  written  instrument  signed  by an
authorized  officer of Employer  and by Employee,  expressly  stating that it is
intended to operate as a waiver or modification of this Agreement,  and any such
written  waiver by either party of a breach of any  provision of this  Agreement
shall not operate or be construed as a waiver of any subsequent breach hereof.


<PAGE>


     7. NOTICE.
     Any notice hereunder shall be in writing and shall be deemed effective five
(5) days after it has been mailed,  by certified  mail,  in the case of Employer
addressed to the address above written,  or such other address as Employee knows
to be the then corporate  office of Employer,  to the attention of the President
of Employer and, in the case of Employee,  to Employee's address as contained in
the  personnel  records  of  Employer.  Either  party may from time to time,  in
writing by certified mail, designate another address,  which shall become his or
its effective address for the purposes of this Section 7.
     8. SEVERABILITY.
     If any term or provision of this  Agreement or the  application  thereof to
any  person,  property  or  circumstance  shall  to any  extent  be  invalid  or
unenforceable,  the remainder of this Agreement or the  application of such term
or provision to persons,  property or circumstances other than those as to which
it is invalid or  unenforceable,  shall not be effected  thereby,  and each term
provision of this  Agreement  shall be valid and enforced to the fullest  extent
permitted by law.
     9. NO RESTRICTIONS.
     Employee hereby  represents and warrants that he is not now and will not be
subject to any agreement,  restriction,  lien,  encumbrance,  or right, title or
interest  in any one of the  foregoing,  limiting  in any way the  scope of this
Agreement or in any way inconsistent with this Agreement.
     10. NO ASSIGNMENT: BINDING EFFECT.
     This Agreement  shall be binding upon and inure to the benefit of Employer,
its  successors  or assigns.  Except as to the  obligation of Employee to render
personal services which shall be non-assignable, this Agreement shall be binding
upon and inure to the heirs, executors, administrators, and assigns of Employee.
     11. ARBITRATION.
     EXCEPT AS TO ANY  ACTION  BROUGHT TO ENFORCE  THE  PROVISIONS  OF SECTION 4
ABOVE,  ANY  CONTROVERSY,  DISPUTE OR CLAIM  ARISING  OUT OF OR  RELATING TO THE
TERMINATION  OF THE  EMPLOYEE'S  EMPLOYMENT,  AND  THE  INTERPRETATION  OF  THIS
AGREEMENT,   AND  ANY  AND  ALL  CLAIMS   INCLUDING  ANY  STATUTORY   CLAIMS  OF
DISCRIMINATION,  SHALL BE RESOLVED BY BINDING  ARBITRATION  UNDER THE EMPLOYMENT
DISPUTE RESOLUTION RULES OF THE AMERICAN ARBITRATION  ASSOCIATION  PROVISIONS OF
THE FEDERAL UNIFORM ARBITRATION ACT.
     The parties agree that arbitration  shall be the exclusive forum to resolve
any and all claims between the parties, their agents and employees regarding the
termination  of  employment,  or of this  Agreement,  including  any  claims  of
discrimination under any state or federal statute, wrongful discharge theory, or
any other claim  whether  based on specific  state or federal  statute or common
law.
     ANY CLAIM MADE UNDER THIS  PROVISION MAY BE SUBMITTED IN WRITING  WITHIN 60
DAYS AFTER THE  TERMINATION OF EMPLOYMENT OR THIS  AGREEMENT.  THE WRITTEN CLAIM
MUST DETAIL THE FACTS WHICH  SUPPORT THE CLAIM ALONG WITH ANY LEGAL  THEORIES OR
STATUS UPON WHICH THE CLAIM IS BASED.
     The parties  agree to abide by any  determination  of the  arbitrator as to
which party is to be responsible  for the costs and attorneys'  fees in any such
proceeding.  It is agreed that the  arbitrator  shall be  empowered  to hear all
legal and equitable claims, including claims for discrimination.  The arbitrator
shall be governed by the law  applicable  to any claims  based upon any state or
federal  statute,  and will also be empowered to award any remedies  appropriate
under any such statutes.
     This provision shall survive the  termination of Employee's  employment and
this Agreement.
     12. HEADINGS.
     The  captions  and  headings   contained  herein  have  been  inserted  for
convenience or reference only and shall not affect the meaning or interpretation
of this Agreement.
     13. GOVERNING LAW AND CHOICE OF FORUM.
     This Agreement  shall be construed and enforced in accordance with the laws
of the State of California  and shall be enforced in the State or Federal Courts
sitting in California.



                                ------------------------------------------------
TRICO BANCSHARES
TRI COUNTIES BANK
                           By:
                                ------------------------------------------------


<PAGE>


Exhibit 10.8

Amended  Employment  Agreement  between TriCo and Richard Smith dated August 23,
2005.

     This  AMENDED  EMPLOYMENT  AGREEMENT  ("Agreement")  is entered  into as of
August 23, 2005 between  TRICO  BANCSHARES  ("EMPLOYER"),  having its  principal
place of business at 63 Constitution Drive, Chico,  California 95926 and Richard
P. Smith  ("Employee"),  and replaces in its entirety the  Employment  Agreement
dated April 20, 2004, between EMPLOYER and Employee.

                                   WITNESSETH

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

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

     1. EMPLOYMENT

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

     2. TERM OF AGREEMENT

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

     3. COMPENSATION

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

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

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

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


<PAGE>

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

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

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

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

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

     4. EARLY TERMINATION OF EMPLOYMENT

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

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

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

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

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

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

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

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

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

          (b)  the voluntary retirement of the Employee; or

          (c)  the voluntary resignation of the Employee.


<PAGE>

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

     5. RIGHTS UPON EARLY TERMINATION OF EMPLOYMENT

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

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

     6. CHANGE OF CONTROL

          6.1   Benefits. In the event of a Change of Control of EMPLOYER and in
     the event that,  within one year  following the Change of Control,  either:
     (i) Employee's  employment is terminated by EMPLOYER other than for "cause"
     as defined in Section 5.2, or (ii) Employee  terminates his employment with
     EMPLOYER  after a  substantial  and  material  negative  change  occurs  in
     Employee's title,  compensation and/or  responsibilities,  then, subject to
     the  provisions of Section 6.3,  Employee  shall be entitled to receive his
     salary at the rate then in effect for a period of  twenty-four  (24) months
     following  the  occurrence  of the events set forth  herein,  as well as an
     amount equal to 200% of the annual  bonuses earned by Employee for the last
     complete calendar year or year of employment, whichever is greater, paid in
     twenty-four equal monthly installments; provided, however, that the present
     value of said  payments  shall  not be more  than two  hundred  ninety-nine
     percent (299%) of Employee's compensation as defined by Section 280G of the
     Internal  Revenue Code of 1954, as amended.  EMPLOYER  shall be relieved of
     its  obligation to make payments  under this Section 6.1 if, at the time it
     is  to  make  such  payment,   it  is  insolvent,   in  conservatorship  or
     receivership,  is in a troubled condition, is operating under a supervisory
     agreement with any regulatory agency having jurisdiction,  has been given a
     financial  soundness rating of "4" or "5," or is subject to a proceeding to
     terminate or suspend federal deposit insurance.

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

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

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

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


<PAGE>

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

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

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

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


<PAGE>

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

     7. COVENANTS

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

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

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

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

     8. ENTIRE AGREEMENT: WAIVERS AND AMENDMENTS

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

     9. NOTICE

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


<PAGE>

     10. SEVERABILITY

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

     11. NO RESTRICTIONS

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

     12. NO ASSIGNMENT: BINDING EFFECT

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

     13. ARBITRATION

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

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

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

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

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



<PAGE>

     14. HEADINGS

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

     15. GOVERNING LAW AND CHOICE OF FORUM

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


                                             EMPLOYEE


                                             /s/ Richard P. Smith
                                             -----------------------------------
                                             Richard P. Smith

ATTEST:


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


                                             TRICO BANCSHARES


                                      By:    /s/ William J. Casey
                                             -----------------------------------
                                             William J. Casey, Chairman of
                                             the Board

ATTEST:

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





<PAGE>


Exhibit 10.9

Tri Counties Bank Executive  Deferred  Compensation Plan restated April 1, 1992,
and January 1, 2005

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

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

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


<PAGE>


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

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

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

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

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

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


<PAGE>


                                TABLE OF CONTENTS
                                                                        PAGE


10.11 Notice                                                             16
10.12 Successors                                                         17


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










<PAGE>

                                TRI COUNTIES BANK

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                   RESTATED APRIL 1, 1992 AND JANUARY 1, 2005

This restatement of the Tri Counties Bank Executive Deferred  Compensation Plan,
effective January 1, 2005 applies only to those Participants in the Plan who are
actively  employed by the TriCo  Bancshares or its affiliates or subsidiaries as
of this date.  Any  retired  Participant  in this Plan will  continue to receive
benefits pursuant to the terms of the Plan as restated on April 1, 1992.

                               ARTICLE I--PURPOSE

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


ARTICLE II--DEFINITIONS

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

2.1        Actuarial Equivalent

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

2.2        Account

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

2.3        Beneficiary

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

2.4        Board

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




<PAGE>


2.5       Change in Control

     A "Change in Control" shall occur:

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

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

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

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

2.6        Committee

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

2.7        Compensation

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

2.8        Deferral Commitment

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

2.9        Deferral Period

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



<PAGE>

2.10       Determination Date

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

2.11       Disability

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

2.12       Distribution Election

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

2.13       Elective Deferred Compensation

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

2.14       Employer

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

2.15       Financial Hardship

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

2.16       Base Interest Rate

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

2.17        Bonus Interest Rate

     Until December 31, 2008, the term "Bonus Interest Rate" means, with respect
to any calendar  month,  the monthly  equivalent of three (3) percentage  points
greater than the annual yield of the Moody's Average  Corporate Bond Yield Index
for the preceding calendar month as published by Moody's Investor Service,  Inc.
(or any  successor  thereto)  or,  if  such  index  is no  longer  published,  a
substantially  similar  index  selected  by the  Board.  Thereafter,  the  Bonus
Interest  Rate applied to the Account  balance  shall be defined as: the monthly
equivalent  of one (1)  percentage  points  greater than the annual yield of the
Moody's Average  Corporate Bond Yield Index for the preceding  calendar month as
published by Moody's Investor  Service,  Inc. (or any successor  thereto) or, if
such index is no longer published, a substantially similar index selected by the
Board. The Bonus Interest Rate shall be applied to all deferrals of compensation
made under this Plan provided the Executive is employed by the Bank.


<PAGE>

2.18       Participant

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

2.19       Plan Benefit

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

2.20       Qualified Plans

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


ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1        Eligibility and Participation

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

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

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

3.2        Form of Deferral; Minimum Deferral

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

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

3.3        Limitation on Deferral

     A  Participant   may  defer  up  to  one  hundred  percent  (100%)  of  the
Participant's  Compensation  until  December  31,  2004.  Thereafter,  no future
deferrals of compensation shall be permitted under this Plan.


<PAGE>

3.4        Modification of Deferral Commitment

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

3.5        Change in Employment Status

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

3.6        Involuntary Termination

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

    (a)   Gross negligence or gross neglect

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

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

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


ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1        Accounts

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

4.2        Elective Deferred Compensation

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



<PAGE>


4.3        Employer Discretionary Contributions

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

4.4        Qualified Plan Make-Up Credit

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

               (a) The amount which would have been contributed to the Qualified
          Plans if no deferrals had been made under this Plan; and
               (b) The amounts  actually  contributed to the Qualified Plans for
          such Participant.

4.5        Interest

     Beginning  September 1, 1987, the Accounts  shall be credited  monthly with
interest  earned based on the Bonus  Interest Rate  specified in Section 2.17 if
the  Participant  is employed by the Bank or the Base Interest Rate specified in
Section  2.16 if the  Participant  is no longer  employed by the Bank.  Interest
earned shall be calculated as of each  Determination Date based upon the average
daily balance of the Account since the preceding Determination Date and shall be
credited to the Participant's Account at that time.

4.6        Determination of Accounts

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

4.7        Vesting of Accounts

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

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

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

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


<PAGE>

4.8        Disability

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

4.9        Statement of Accounts

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


ARTICLE V--PLAN BENEFITS

5.1        Plan Benefit

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

5.2        Death Benefit

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

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

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

5.3        Hardship Distributions

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

5.4        Accelerated Distribution

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

5.5        Form of Benefit Payment

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


<PAGE>

               (a) A single sum  amount  which is equal to the  Account  balance
          payable.

               (b) A period certain annuity  calculated  based on the balance of
          the  Account and the average  Base  Interest  Rate for the twelve (12)
          months  immediately prior to the Retirement Date of either sixty (60),
          one hundred twenty (120) or one hundred  eighty (180) months  duration
          as specified by the Participant on the Distribution Election.

               (c) Any other method  which is the  Actuarial  Equivalent  of the
          Participant's Account balance.

5.6        Withholding; Payroll Taxes

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

5.7        Commencement of Payments

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

5.8        Payment to Guardian

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


                       ARTICLE VI--BENEFICIARY DESIGNATION

6.1        Beneficiary Designation

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


<PAGE>

6.2        Amendments

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

6.3        No Beneficiary Designation

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

6.4        Effect of Payment

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

ARTICLE VII--ADMINISTRATION

7.1        Committee; Duties

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

7.2        Agents

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

7.3        Binding Effect of Decisions

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

7.4        Indemnity of Committee

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


<PAGE>

ARTICLE VIII - CLAIMS PROCEDURE

8.1        Claim

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

8.2        Denial of Claim

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

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

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

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

8.3        Review of Claim

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

8.4        Final Decision

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


ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN

9.1        Amendment

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

9.2        Employer's Right to Terminate

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

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


<PAGE>

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

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

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


ARTICLE X--MISCELLANEOUS

10.1       Unfunded Plan

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

10.2       Unsecured General Creditor

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

10.3       Trust Fund

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


<PAGE>

10.4       Nonassignability

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

10.5       Not a Contract of Employment

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

10.6       Protective Provisions

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

10.7       Terms

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

10.8       Captions

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

10.9       Governing Law

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

10.10      Validity

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


<PAGE>

10.11      Notice

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

10.12      Successors

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



This Amendment is made and effective as of January 1, 2005.



TRI COUNTIES BANK and TRICO BANCSHARES



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



By:
    -----------------------------------------
            Secretary







<PAGE>


EXHIBIT 1

Deferral Commitment Agreement
The 1987 Tri Counties Bank Executive Deferred Compensation Plan
(as restated January 1, 2005)
--------------------------------------------------------------------------------

No Deferrals May be Made Under This Plan After 12/31/04



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


I acknowledge  that I have been offered an  opportunity  to  participate  in the
Deferred  Compensation  Plan (the "Plan").  I will  participate  in the Plan and
irrevocably authorize the Bank to make the appropriate deductions,  as indicated
on this  Agreement  from my  compensation.  Capitalized  terms in this Agreement
shall  have the same  meanings  as defined in the Tri  Counties  Bank  Executive
Deferred Compensation Plan as restated January 1, 2005).


                                DEFERRAL ELECTION


                    I elect to participate in the Plan as follows:

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

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

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

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




ACKNOWLEDGED AND ACCEPTED:


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


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






<PAGE>


EXHIBIT 2

Distribution Election
The 1987 Tri Counties Bank Executive Deferred Compensation Plan
(as restated January 1, 2005)


Pursuant to the Provisions of the Plan (as restated  effective January 1, 2005),
I hereby elect to have the balance in my Deferred  Compensation  Account paid to
me as designated below:




               In lump sum on __________ (insert date).
------

               In an annuity  payable in sixty (60) equal  monthly  installments
------         commencing  __________  (insert  date)  calculated at the time of
               distribution  based  on the  average  Base  Interest  Rate in the
               twelve months immediately preceding the commencement of payments.


               In an annuity  payable in one hundred  twenty (120) equal monthly
------         installments  commencing  __________  (insert date) calculated at
               the time of distribution  based on the average Base Interest Rate
               in the twelve months  immediately  preceding the  commencement of
               payments.


               In an annuity  payable in one hundred  eighty (180) equal monthly
------         installments  commencing  __________  (insert date) calculated at
               the time of distribution  based on the average Base Interest Rate
               in the twelve months immediately preceding the commencement




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


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




<PAGE>


EXHIBIT 3

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

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

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


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


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


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


B.       Estate as a Primary Designation:

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

C.       Trust as a Primary Designation:

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

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

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

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


II.     SECONDARY (CONTINGENT) DESIGNATION

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


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


<PAGE>


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


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


B.       Estate as a Secondary (Contingent) Designation:

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

C.       Trust as a Secondary (Contingent) Designation:

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

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

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

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

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



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






<PAGE>


Exhibit 10.10

Tri Counties Bank Deferred  Compensation Plan for Directors effective January 1,
2005.

                                TABLE OF CONTENTS



                                                                        PAGE

ARTICLE I--PURPOSE                                                        5

ARTICLE II--DEFINITIONS                                                   5

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

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

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT                                 9

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


<PAGE>

                                TABLE OF CONTENTS



                                                                        PAGE

ARTICLE V--PLAN BENEFITS                                                 10

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

ARTICLE VI--BENEFICIARY DESIGNATION                                      12

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

ARTICLE VII--ADMINISTRATION                                              12

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

ARTICLE VIII--CLAIMS PROCEDURE                                           13

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

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN                            14

     9.1 Amendment                                                       14
     9.2 Employer's Right to Terminate                                   14





<PAGE>


                                TABLE OF CONTENTS


                                                                        PAGE

ARTICLE X--MISCELLANEOUS                                                 14

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

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
















<PAGE>


                                TRI COUNTIES BANK

                    DEFERRED COMPENSATION PLAN FOR DIRECTORS

This  restatement  of the Tri  Counties  Bank  Deferred  Compensation  Plan  for
Directors,  effective January 1, 2005 applies only to those  Participants in the
Plan  who  serve  as  Directors  of  TriCo   Bancshares  or  its  affiliates  or
subsidiaries as of this date. Any retired Participant in this Plan will continue
to  receive  benefits  pursuant  to the terms of the Plan as adopted on April 1,
1992.

ARTICLE I--PURPOSE

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


ARTICLE II--DEFINITIONS

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

2.1       Actuarial Equivalent

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

2.2       Account

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

2.3       Beneficiary

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

2.4       Board

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

2.5       Change in Control

     A "Change in Control" shall occur:

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


<PAGE>

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

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

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

2.6       Committee

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

2.7       Compensation

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

2.8       Deferral Commitment

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

2.9       Deferral Period

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

2.10      Determination Date

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

2.11      Disability

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


<PAGE>


2.12      Distribution Election

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

2.13      Elective Deferred Compensation

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

2.14      Financial Hardship

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

2.15      Base Interest Rate

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

2.16      Bonus Interest Rate

     Until December 31, 2008, the term "Bonus Interest Rate" means, with respect
to any calendar  month,  the monthly  equivalent of three (3) percentage  points
greater than the annual yield of the Moody's Average  Corporate Bond Yield Index
for the preceding calendar month as published by Moody's Investor Service,  Inc.
(or any  successor  thereto)  or,  if  such  index  is no  longer  published,  a
substantially  similar  index  selected  by the  Board.  Thereafter,  the  Bonus
Interest  Rate applied to the Account  balance  shall be defined as: the monthly
equivalent  of one (1)  percentage  points  greater than the annual yield of the
Moody's Average  Corporate Bond Yield Index for the preceding  calendar month as
published by Moody's Investor  Service,  Inc. (or any successor  thereto) or, if
such index is no longer published, a substantially similar index selected by the
Board. The Bonus Interest Rate shall be applied to all deferrals of compensation
made under this Plan provided the  Participant  continues to serve as a Director
of the Bank.

2.17      Participant

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

2.18      Plan Benefit

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



<PAGE>


                 ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1       Eligibility and Participation

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

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

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

3.2       Form of Deferral; Minimum Deferral

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

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

3.3       Limitation on Deferral

     Until December 31, 2004, a Participant  may defer up to one hundred percent
(100%) of the  Participant's  Compensation  to the Plan.  Thereafter,  no future
deferrals of Compensation can be made to this Plan.

3.4       Modification of Deferral Commitment

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

3.5       Involuntary Removal

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


          (a)  Gross negligence or gross neglect

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


<PAGE>

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

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


ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1       Accounts

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


4.2       Elective Deferred Compensation

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

4.3       Employer Discretionary Contributions

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

4.4       Interest

     Beginning  April 1, 1992,  the  Accounts  shall be  credited  monthly  with
interest  earned based on the Bonus  Interest Rate  specified in Section 2.16 if
the  Participant  continues  to  serve  as a  Director  of the  Bank or the Base
Interest  Rate  specified  in  Section  2.15 if the  Participant  is no longer a
Director  of  the  Bank.   Interest  earned  shall  be  calculated  as  of  each
Determination Date based upon the average daily balance of the Account since the
preceding  Determination Date and shall be credited to the Participant's Account
at that time.

4.5       Determination of Accounts

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

4.6       Vesting of Accounts

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



<PAGE>

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

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

4.7       Statement of Accounts

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


ARTICLE V--PLAN BENEFITS

5.1       Plan Benefit

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

5.2       Death Benefit

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

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

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

5.3       Hardship Distributions

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




<PAGE>


5.4       Accelerated Distribution

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

5.5       Form of Benefit Payment

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

               (a) A single sum  amount  which is equal to the  Account  balance
          payable.

               (b) A period certain annuity  calculated  based on the balance of
          the  Account and the average  Base  Interest  Rate for the twelve (12)
          months  immediately prior to the Retirement Date of either sixty (60),
          one hundred twenty (120) or one hundred  eighty (180) months  duration
          as specified by the Participant on the Distribution Election.

               (c) Any other method  which is the  Actuarial  Equivalent  of the
          Participant's  Account balance.  The basic and alternative  methods of
          payment are as follows:

5.6       Withholding Payroll Taxes

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

5.7       Commencement of Payments

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


5.8       Payment to Guardian

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



<PAGE>


ARTICLE VI--BENEFICIARY DESIGNATION

6.1       Beneficiary Designation

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

6.2       Amendments

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

6.3       No Beneficiary Designation

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

6.4       Effect of Payment

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


                           ARTICLE VII--ADMINISTRATION

7.1       Committee; Duties

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

7.2       Agents

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

7.3       Binding Effect of Decisions

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



<PAGE>


7.4       Indemnity of Committee

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


ARTICLE VIII--CLA1MS PROCEDURE

8.1       Claim

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

8.2       Denial of Claim

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

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

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

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

8.3       Review of Claim

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

8.4       Final Decision

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



<PAGE>


ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN

9.1       Amendment

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

9.2       Bank's Right to Terminate

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

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

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

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

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


                            ARTICLE X--MISCELLANEOUS

10.1      Unfunded Plan

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


<PAGE>

10.2      Unsecured General Creditor

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

10.3      Trust Fund

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

10.4      Nonassignability

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

10.5      Not a Contract of Employment

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

10.6      Protective Provisions

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



<PAGE>


10.7      Terms

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

10.8      Captions

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

10.9      Governing Law

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

10.10     Validity

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

10.11     Notice

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

10.12     Successors

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


                                             TRICO BANCSHARES


                                       By:
                                          --------------------------------------
                                              Chairman

                                       By:
                                          --------------------------------------
                                              Secretary

                                    Dated:
                                          ------------------------




<PAGE>


EXHIBIT 1

Deferral Commitment Agreement
The 1992 Tri Counties Bank Deferred Compensation Plan for Directors
(as restated January 1, 2005)
--------------------------------------------------------------------------------

No Deferrals May be Made Under This Plan After 12/31/04



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


I acknowledge  that I have been offered an  opportunity  to  participate  in the
Deferred  Compensation  Plan (the "Plan").  I will  participate  in the Plan and
irrevocably authorize the Bank to make the appropriate deductions,  as indicated
on this  Agreement  from my  compensation.  Capitalized  terms in this Agreement
shall  have the same  meanings  as  defined in the Tri  Counties  Bank  Deferred
Compensation Plan for Directors as restated January 1, 2005).


                                DEFERRAL ELECTION



                          I elect to participate in the Plan as follows:


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


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




ACKNOWLEDGED AND ACCEPTED:


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



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






<PAGE>


EXHIBIT 2

Distribution Election
The 1992 Tri Counties Bank Deferred Compensation Plan for Directors
(as restated January 1, 2005)



Pursuant to the Provisions of the Plan (as restated  effective January 1, 2005),
I hereby elect to have the balance in my Deferred  Compensation  Account paid to
me as designated below:




                    In Lump sum on __________ (insert date).
------

                    In  an  annuity   payable   in  sixty  (60)  equal   monthly
------              installments  commencing __________ (insert date) calculated
                    at the  time  of  distribution  based  on the  average  Base
                    Interest Rate in the twelve months immediately preceding the
                    commencement of payments.


                    In an annuity  payable in one  hundred  twenty  (120)  equal
------              monthly  installments  commencing  __________  (insert date)
                    calculated  at  the  time  of  distributution  based  on the
                    average Base Interest Rate in the twelve months  immediately
                    preceding the commencement of payments.


                    In an annuity  payable in one  hundred  eighty  (180)  equal
------              monthly  installments  commencing  __________  (insert date)
                    calculated at the time of distribution  based on the average
                    Base  Interest   Rate  in  the  twelve  months   immediately
                    preceding the commencement




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

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




<PAGE>


Exhibit 3

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

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

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


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


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


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


B.       Estate as a Primary Designation:

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

C.       Trust as a Primary Designation:

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

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

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

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


II.     SECONDARY (CONTINGENT) DESIGNATION

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


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


<PAGE>


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


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


B.       Estate as a Secondary (Contingent) Designation:

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

C.       Trust as a Secondary (Contingent) Designation:

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

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

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

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

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



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









<PAGE>


Exhibit 10.11

The 2005 Tri  Counties  Bank  Deferred  Compensation  Plan  for  Executives  and
Directors Effective January 1, 2005


                                TABLE OF CONTENTS


                                                                        PAGE
ARTICLE I--PURPOSE                                                        5

ARTICLE II--DEFINITIONS                                                   5

2.1 Participant                                                           5
2.2 Plan Benefit                                                          5
2.3 Board                                                                 5
2.4 Committee                                                             6
2.5 Compensation                                                          6
2.6 Elective Deferred Compensation                                        6
2.7 Deferral Election                                                     6
2.8 Deferral Period                                                       6
2.9 Account                                                               6
2.10 Distribution Election                                                7
2.11 Actuarial Equivalent                                                 7
2.12 Determination Date                                                   7
2.13 Interest Rate                                                        7
2.14 Bonus Interest Rate                                                  7
2.15 Change in Control                                                    7
2.16 Disability                                                           8
2.17 Termination or Removal For Cause                                     8
2.18 Unforeseeable Emergency                                              9
2.19 Lifetime Deferral Limit                                              9
2.20 Beneficiary                                                          9

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS                       9

3.1 Eligibility and Participation                                         9
3.2 Form of Deferral and Minimum Deferral                                 9

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT                                10

4.1 Accounts                                                             10
4.2 Elective Deferred Compensation                                       10
4.3 Employer Discretionary Contributions                                 10
4.4 Interest                                                             10
4.5 Determination of Accounts                                            10
4.6 Vesting of Accounts                                                  11
4.7 Statement of Accounts                                                11



<PAGE>


TABLE OF CONTENTS CONTINUED
                                                                        PAGE

ARTICLE V--PLAN BENEFITS                                                 11

5.1 Plan Benefit                                                         11
5.2 Death Benefit                                                        11
5.3 Unforeseeable Emergency Distribution                                 12
5.4 Distribution Following a Separation From Service                     12
5.5 Distribution Upon a Change in Control                                12
5.6 Form of Benefit Payment and Subsequent Modifications Thereto         12
5.7 Withholding Payroll Taxes                                            13
5.8 Commencement of Payments                                             13
5.9 Payment to Guardian                                                  13

ARTICLE VI--BENEFICIARY DESIGNATION                                      13

 6.1 BeneficiaryDesignation                                              13
 6.2 Amendments                                                          13
 6.3 No Beneficiary Designation                                          14
 6.4 Effect of Payment                                                   14

ARTICLE VII--ADMINISTRATION                                              14

7.1 Committee and Duties                                                 14
7.2 Agents                                                               14
7.3 Binding Effect of Decisions                                          14
7.4 Indemnity of Committee                                               15

ARTICLE VIII--CLAIMS PROCEDURE                                           15

8.1 Claim                                                                15

8.2 Denial of Claim                                                      15
8.3 Review of Claim                                                      15
8.4 Final Decision                                                       15

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN                            15

9.1 Amendment                                                            15
9.2 Bank's Right to Terminate                                            16




<PAGE>


TABLE OF CONTENTS CONTINUED
                                                                        PAGE


ARTICLE X--MISCELLANEOUS                                                 16

10.1 Unfunded Plan                                                       16
10.2 Unsecured General Creditor                                          17
10.3 Trust Fund                                                          17
10.4 Nonassignability                                                    17
10.5 Not a Contract of Employment                                        17
10.6 Protective Provisions                                               17
10.7 Terms                                                               18
10.8 Captions                                                            18
10.9 Governing Law                                                       18
10.10 Validity                                                           18
10.11 Notice                                                             18
10.12 Successors                                                         18

SIGNATURE PAGE                                                           19

EXHIBIT 1: Deferral Election Form                                        20
EXHIBIT 2. Distribution Election                                         21
EXHIBIT 3:  Beneficiary Designation Form                                 22







<PAGE>


                           THE 2005 TRI COUNTIES BANK

             DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND DIRECTORS

     This Tri  Counties  Bank  Deferred  Compensation  Plan for  Executives  and
Directors is effective January 1, 2005 and applies only to those Participants in
the Plan who serve as certain key Executives of TriCo  Bancshares,  Tri Counties
Bank, and subsidiaries or affiliates thereof (hereinafter,  these entities shall
be referred to as the "Bank" or the "Employer") who are employed by TriCo on, or
after January 1, 2005, and those Directors of TriCo Bancshares or its affiliates
or  subsidiaries  as of this  date.  It is  intended  that the Plan  will aid in
retaining and attracting  individuals  of exceptional  ability by providing them
with these benefits.

                               ARTICLE I--PURPOSE

     The purpose of this Deferred Compensation Plan for Executives and Directors
(the  "Plan") is to  provide  current  tax  planning  opportunities,  as well as
supplemental  funds for  retirement or death,  for  Executives  and Directors of
TriCo  Bancshares.  It is also  intended that the Plan will aid in retaining and
attracting  Executives  and Directors of  exceptional  ability by providing them
with these benefits. This Plan will be effective as of January 1, 2005.


                             ARTICLE II--DEFINITIONS

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

2.1       Participant

     The term "participant"  shall mean those certain key employees or Directors
of TriCo who are participating in this Plan as provided in Article III.


2.2       Plan Benefit

     "Plan  Benefit"  means the benefit  payable to a Participant  as calculated
pursuant to Articles IV through V.


2.3       Board

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



2.4       Committee

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

2.5       Compensation

     As it applies to an Executive,  the term "Compensation"  shall refer to the
salary,  bonuses or commissions paid to the Executive during his employment with
Employer  during  a  given  Deferral  Period.  As  it  applies  to  a  Director,
"Compensation" shall mean the retainer,  meeting and Committee chairmanship fees
paid to a Director by the  Employer  during the  calendar  year with  respect to
duties  performed  as a member of the Board,  before  reduction  for any amounts
deferred   pursuant  to  this  Plan.   Compensation  does  not  include  expense
reimbursements, any form of non-cash compensation or benefits.


<PAGE>

2.6       Elective Deferred Compensation

     The  term  "Elective  Deferred  Compensation"  shall  mean  the  amount  of
Compensation that a Participant  elects to defer pursuant to a Deferral Election
Form (See Exhibit A).

2.7       Deferral Election

     "Deferral  Election"  means an  election  to defer  Compensation  made by a
Participant  pursuant to Article III and for which a separate  Deferral Election
Form has been submitted by the Participant to the Committee. A Deferral Election
Form has been attached hereto as Exhibit A.

2.8       Deferral Period

     "Deferral  Period" means the period over which a Participant has elected to
defer a portion  of his  Compensation.  Each  calendar  year shall be a separate
Deferral  Period,  however,  the  prior  Deferral  Election  Form  shall  remain
effective  in the event that  Participant  fails to file a timely or  subsequent
Deferral Election Form.

2.9       Account

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





2.10      Distribution Election

     The term "Distribution Election" shall mean the form of distribution of the
Account  selected  by the  Participant  on the most  recent  valid  Distribution
Election Form (See Exhibit B attached hereto).

2.11      Actuarial Equivalent

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

2.12      Determination Date

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

2.13      Interest Rate

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



<PAGE>

2.14      Bonus Interest Rate

     "Bonus  Interest  Rate"  means,  with respect to any  calendar  month,  the
monthly  equivalent of three (3) percentage points greater than the annual yield
of the Moody's  Average  Corporate  Bond Yield Index for the preceding  calendar
month as published by Moody's Investor Service,  Inc. (or any successor thereto)
or, if such index is no longer published, a substantially similar index selected
by the Board.  The Bonus  Interest  Rate shall be  applied to all  deferrals  of
compensation  provided  the  Participant  remains a Director or Executive of the
Company until December 31, 2008. Thereafter,  the Bonus Interest Rate applied to
all  subsequent  deferrals  and the  Account  balance  shall be defined  as: the
monthly equivalent of one (1) percentage points greater than the annual yield of
the Moody's Average Corporate Bond Yield Index for the preceding  calendar month
as published by Moody's Investor Service, Inc. (or any successor thereto) or, if
such index is no longer published, a substantially similar index selected by the
Board.

2.15      Change in Control

     A "Change in Control" shall be defined as follows:

               (a) The acquisition of more than fifty percent (50%) of the value
          or voting power of the Employer's stock by a person or group;

               (b) The  acquisition in a period of twelve (12) months or less of
          at least thirty-five percent (35%) of the Employer's stock by a person
          or group;

               (c) The  replacement of a majority of the  Employer's  board in a
          period  of  twelve  (12)  months  or less by  Directors  who  were not
          endorsed by a majority of the current board members; or

               (d) The  acquisition in a period of twelve (12) months or less of
          forty percent (40%) or more of the  Employer's  assets by an unrelated
          entity.

     For the purpose of this  Agreement,  transfers made on account of deaths or
gifts,  transfers between family members or transfers to a qualified  retirement
plan  maintained by the Employer shall not be considered in determining  whether
there has been a Change in Control.

2.16      Disability


     For the purpose of this Plan, the Participant  will be considered  disabled
if:

           A.  He is unable to engage in any  substantial  gainful  activity  by
               reason  of  any   medically   determinable   physical  or  mental
               impairment  which  can be  expected  to result in death or can be
               expected to last for a continuous  period of not less than twelve
               (12) months, or


           B.  He is, by reason of any medically determinable physical or mental
               impairment  which  can be  expected  to result in death or can be
               expected to last for a continuous  period of not less than twelve
               (12) months,  receiving income replacement  benefits for a period
               of not less than three (3) months  under an  accident  and health
               plan covering employees of Participant's employer.

     In no event shall a  Disability  be deemed to occur or to continue  after a
Participant's Normal Retirement Date, if applicable.


<PAGE>

2.17      Termination or Removal For Cause

     A Termination of an Executive's employment or a Removal of a Director shall
be "For Cause" if for any of the following reasons:

               (a) Gross negligence or gross neglect;

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

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

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

2.18      Unforeseeable Emergency

     For the purposes of this Plan, an  "Unforeseeable  Emergency"  shall mean a
severe  financial  hardship  to the  Participant  resulting  from an  illness or
accident of the  Participant,  the  Participant's  spouse,  or a  dependent  (as
defined in IRC 152(a)) of the Participant,  loss of the  Participant's  property
due to casualty, or other similar extraordinary and unforeseeable  circumstances
arising as a result of events beyond the control of the Participant.

2.19      Lifetime Deferral Limit

     Total deferred  compensation  is subject to a lifetime limit of one million
five  hundred  thousand  dollars   ($1,500,000.00)  and  includes  all  deferred
compensation   under  this  Plan  or  any  prior  Tri  Counties   Bank  deferred
compensation plan.

2.20      Beneficiary

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

               ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1       Eligibility and Participation

               (a) Eligibility.  Eligibility to participate in the Plan shall be
          limited to key Executives and Directors of the Employer.

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

               (c)  Part-Year  Participation.  In the case of the first  year in
          which a Participant  becomes  eligible to  participate  in the Plan, a
          Deferral  Election  Form must be  submitted  to the  Committee  within
          thirty (30) days after the Participant becomes eligible to participate
          in such  Plan.  In  addition,  such  Deferral  Election  Form shall be
          effective only with regard to Compensation earned or payable following
          the submission of the Deferral Election Form to the Committee.



<PAGE>

3.2       Form of Deferral and Minimum Deferral

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

               (b)  Deferrals  in the Event of Part-Year  Participation.  In the
          case of the first  year in which a  Participant  becomes  eligible  to
          participate in the Plan (see paragraph  3.1(c)) he must defer at least
          two hundred dollars ($200) per month for each of the months  remaining
          in the Deferral Period ($200 x number of months remaining).


                    ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1       Accounts

     For record  keeping  purposes only, an Account shall be maintained for each
Participant.

4.2       Elective Deferred Compensation

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

4.3       Employer Discretionary Contributions

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

4.4       Interest

     Beginning  January 1, 2005,  the  Accounts  shall be credited  monthly with
bonus  interest  earned based on the Bonus  Interest  Rate  specified in Section
2.14.  Interest earned shall be calculated as of each  Determination  Date based
upon the average daily balance of the Account since the preceding  Determination
Date and shall be  credited  to the  Participant's  Account at that time.  Bonus
Interest shall be credited to the Account until the Participant's Retirement.

4.5       Determination of Accounts

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

4.6       Vesting of Accounts

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


<PAGE>

               (a) Amounts Deferred.  A Participant shall be one hundred percent
          (100%) vested at all times in the amount of Compensation elected to be
          deferred under this Plan and Interest thereon,  except as provided for
          in Section 5.6.

               (b) Employer Discretionary Contributions.  Employer Discretionary
          Contributions and Interest thereon shall be vested as set forth in the
          special  Deferral  Commitment  Agreement,  except as  provided  for in
          Section 5.6.

4.7       Statement of Accounts

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


                            ARTICLE V--PLAN BENEFITS

5.1       Plan Benefit

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

5.2       Death Benefit

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

               (a)  If the Participant  dies after Deferral  Payments have begun
                    pursuant  to the  terms of this  Plan,  then  the  remaining
                    unpaid balance of the Participant's  Account,  shall be paid
                    in the same form as  payments  were  being made prior to the
                    Participant's death.

               (b)  If the  Participant  dies while  serving as an  Executive or
                    Director of the Employer,  or before Deferral  Payments have
                    begun  pursuant  to the terms of this Plan,  then the amount
                    payable shall be the Participant's Account balance as of the
                    Determination  Date  immediately  preceding the death of the
                    Participant.  Payment of the Account  Balance  shall be made
                    within sixty (60) days of the Bank  receiving  notice of the
                    death.


     Any notice  required  under this  provision  shall be in writing  and shall
include an original death certificate.

5.3       Unforeseeable Emergency Distributions

     Upon a finding that a Participant has suffered an Unforeseeable  Emergency,
the  Committee  may,  in  its  sole  discretion,  make  distributions  from  the
Participant's  Account prior to the time specified for payment of benefits under
the Plan.  Any  distribution  made  pursuant to this  provision  must be made in
accordance  with the  regulations of the Secretary,  and must not exceed amounts
necessary  satisfy  such  emergency  plus the  amounts  necessary  to pay  taxes
reasonably anticipated as a result of the distribution,  taking into account the
extent to which such  hardship is or may be relieved  through  reimbursement  or
compensation  by insurance or otherwise or by liquidation  of the  Participant's
assets (to the extent the  liquidation  of such  assets  would not itself  cause
severe financial hardship).



<PAGE>

5.4       Distribution Following a Separation From Service

     Following a Participant's  "separation  from service" (as determined by the
Secretary),  a Participant  shall be entitled to receive a lump sum distribution
of the Participant's  Account as of the Determination Date immediately preceding
the effective date of the  "separation  from service",  and shall be made within
sixty (60) days following  such  separation.  In the event of a Termination  for
Cause,  the Plan  Administrator  shall retain the sole  discretion  to determine
whether the interest on such contributions will be forfeited.

     Because  of the  recent  implementation  of IRC  409A  and  future  rulings
regarding deferred  compensation in general, as well as clarification  regarding
the definition of "separation  from service",  it may become necessary to modify
this agreement as is relates to this provision.  It is nonetheless the intent of
the parties to comply with IRC 409A.  Based on the  forgoing,  "separation  from
service"  shall be broadly  interpreted  and shall  include both  Voluntary  and
Involuntary Terminations.

     In the event,  however,  that the Participant is a Key Employee, as defined
by the Internal Revenue Service, and the Employer is publicly traded at the time
of "separation  from service" (as defined by IRC 409A), any such benefit payment
described  hereinafter  shall be  withheld  for six (6)  months  following  such
separation from service in order to comply with IRC 409A.

5.5.1     Distribution Upon a Change in Control

     Upon a Change  in  Control,  a  Participant's  Plan  Benefit  shall be paid
pursuant to the effective Distribution Election Form.


5.6       Form of Benefit Payment and Subsequent Modifications Thereto

     Other than for those circumstances specifically addressed and which provide
to the  contrary,  all Plan Benefits  shall be paid in accordance  with the most
recent valid

Distribution  Election Form  submitted by the  Participant.  A  Participant  may
modify the form of Benefit  Payment,  however any such  modification (1) may not
take  effect  until at least  twelve  (12)  months  after  the date on which the
election is made, and (ii) the first payment to which such election is made must
be  deferred  for a period of at least five (5) years from the date the  payment
would otherwise have been made.

5.7       Withholding Payroll Taxes

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

5.8       Commencement of Payments

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


<PAGE>

5.9       Payment to Guardian

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

                       ARTICLE VI--BENEFICIARY DESIGNATION

6.1       Beneficiary Designation

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

6.2       Amendments

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

6.3       No Beneficiary Designation

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



6.4       Effect of Payment

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


ARTICLE VII--ADMINISTRATION

7.1       Committee and Duties

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



<PAGE>

7.2       Agents

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

7.3       Binding Effect of Decisions

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


7.4       Indemnity of Committee

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

                         ARTICLE VIII--CLA1MS PROCEDURE

8.1       Claim

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

8.2       Denial of Claim

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

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

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

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

8.3       Review of Claim

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

8.4      Final Decision

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



<PAGE>

                  ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN

9.1       Amendment

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

9.2       Bank's Right to Terminate

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

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

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

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

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

                            ARTICLE X--MISCELLANEOUS

10.1      Unfunded Plan

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



<PAGE>

10.2      Unsecured General Creditor

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

10.3      Trust Fund

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

10.4      Nonassignability

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

10.5      Not a Contract of Employment

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

10.6      Protective Provisions

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

10.7      Terms

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



<PAGE>


10.8      Captions

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

10.9      Governing Law

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

10.10     Validity

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

10.11     Notice

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

10.12     Successors

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


                                 SIGNATURE PAGE
              The 2005 Tri Counties Bank Deferred Compensation Plan
                          for Executives and Directors



                                          TRICO BANCSHARES


                                       By:
                                          --------------------------------------
                                              Chairman

                                       By:
                                          --------------------------------------
                                              Secretary

                                    Dated:
                                          ------------------------



<PAGE>


EXHIBIT 1

Deferral Election Form
The 2005 Tri  Counties  Bank  Deferred  Compensation  Plan  for  Executives  and
    Directors
(Effective as of January 1, 2005)
--------------------------------------------------------------------------------



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

I acknowledge  that I have been offered an  opportunity  to  participate  in the
Deferred  Compensation  Plan (the "Plan").  I will  participate  in the Plan and
irrevocably authorize the Bank to make the appropriate deductions,  as indicated
on this  Agreement  from my  compensation.  Capitalized  terms in this Agreement
shall have the same  meanings as defined in The 2005 Tri Counties  Bank Deferred
Compensation  Plan For  Executives  and  Directors,  effective  as of January 1,
2005).


                                DEFERRAL ELECTION


                    I elect to participate in the Plan as follows:


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


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



ACKNOWLEDGED AND ACCEPTED:



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




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







<PAGE>


EXHIBIT 2

Distribution Election
The 2005 Tri  Counties  Bank  Deferred  Compensation  Plan  For  Executives  and
Directors
(effective as of January 1, 2005)


Pursuant to the  Provisions of The 2005 Tri Counties Bank Deferred  Compensation
Plan for  Executives  and  Directors,  I hereby  elect to have the balance in my
Deferred  Compensation  Account  (brokerage  account)  paid to me as  designated
below:

     In addition, I understand the significance of, and want to comply with, all
applicable  Internal Revenue Code Sections,  including,  but not limited to, IRC
409A.  Thus,  for any  benefits  payable  pursuant  to this Plan,  if I am a Key
Employee,  as defined by the  Internal  Revenue  Service,  and the  Employer  is
publicly  traded at the time of  "separation  from  service"  (as defined by IRC
409A),  any such  benefit  payment  to be made  pursuant  to this Plan  shall be
withheld for six (6) months following such separation from service,  in order to
comply with IRC 409A.


                    In Lump sum on __________ (insert date).
------

                    In  an  annuity   payable   in  sixty  (60)  equal   monthly
------              installments  commencing __________ (insert date) calculated
                    at the time of  distribution  based on the average  Interest
                    Rate  in  the  twelve  months   immediately   preceding  the
                    commencement of payments.


                    In an annuity  payable in one  hundred  twenty  (120)  equal
------              monthly  installments  commencing  __________  (insert date)
                    calculated at the time of distribution  based on the average
                    Interest Rate in the twelve months immediately preceding the
                    commencement of payments.


                    In an annuity  payable in one  hundred  eighty  (180)  equal
------              monthly  installments  commencing  __________  (insert date)
                    calculated at the time of distribution  based on the average
                    Interest Rate in the twelve months immediately preceding the
                    commencement of payments.




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

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




<PAGE>


EXHIBIT 3

Beneficiary Designation Form
The 2005 Tri  Counties  Bank  Deferred  Compensation  Plan  for  Executives  and
Directors
(Effective as of January 1, 2005)

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

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


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


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


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


B.       Estate as a Primary Designation:

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


C.       Trust as a Primary Designation:

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

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

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

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


II.     SECONDARY (CONTINGENT) DESIGNATION

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


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



<PAGE>



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


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


B.       Estate as a Secondary (Contingent) Designation:

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

C.       Trust as a Secondary (Contingent) Designation:

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

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

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

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


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



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




<PAGE>


Exhibit 31.1

Rule 13a-14/15d-14 Certification of CEO

I, Richard P. Smith, certify that;

    1.    I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
    2.    Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
    3.    Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
    4.    The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) and internal  control
          over financial  reporting (as defined in Exchange Act Rules 13-d-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: October 25, 2005                  /s/ Richard P. Smith
                                        ----------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer



<PAGE>


Exhibit 31.2

Rule 13a-14/15d-14 Certification of CFO

I, Thomas J. Reddish, certify that;

    1.    I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
    2.    Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
    3.    Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
    4.    The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) and internal  control
          over financial  reporting (as defined in Exchange Act Rules 13-d-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: October 25, 2005                  /s/ Thomas J. Reddish
                                        ----------------------------------------
                                        Thomas J. Reddish
                                        Executive Vice President and Chief
                                        Financial Officer



<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  September 30, 2005 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  September 30, 2005 as filed with the  Securities
and Exchange Commission on the date hereof (the "Report"), I, Thomas J. Reddish,
Vice President and Chief Financial Officer of the Company,  certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

        (1)    The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and
        (2)    The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


        /s/ Thomas J. Reddish
        -------------------------------------
        Thomas J. Reddish
        Executive Vice President and Chief Financial Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.
[{"type": "10-Q", "sequence": "1", "filename": "tcb10q3q05.txt", "description": "TCBK - 3RD QUARTER FORM 10-Q", "secsgml_size_bytes": 358682}]
{"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": "051177793"}, "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 to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For Quarter Ended September 30, 2005              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)

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

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

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

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

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

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

     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 October 25, 2005:  15,717,035
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                                                      15

  Item 2 - Management's Discussion and Analysis of Financial               16
           Condition and Results of Operations

  Item 3 - Quantitative and Qualitative Disclosures about Market Risk      27

  Item 4 - Controls and Procedures                                         28

PART II - OTHER INFORMATION                                                29

  Item 1 - Legal Proceedings                                               29

  Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds     29

  Item 6 - Exhibits                                                        29

  Signatures                                                               31

  Exhibits                                                                 32
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.  These factors include but are not
limited to:

    -     a slowdown in the national and California economies;
    -     the prospect of additional  terrorist  attacks in the United  States
          and the uncertain  effect of these events on the national and regional
          economies;
    -     changes in the interest rate environment and interest rate policies of
          the Federal Reserve Board;
    -     changes in the regulatory environment;
    -     significantly increasing competitive pressure in the banking industry;
    -     operational risks including data processing system failures or fraud;
    -     volatility of rate sensitive deposits;
    -     asset/liability matching risks and liquidity risks;
    -     changes in the level of nonperforming assets and charge-offs;
    -     acts of war and political instability;
    -     inflation, interest rate, securities market and monetary fluctuations;
    -     changes in the financial performance or condition of the Company's
          borrowers;
    -     changes in the competitive environment among financial holding
          companies;
    -     changes in accounting policies as may be adopted by regulatory
          agencies,  as well as the Public Company Accounting  Oversight Board,
          the Financial Accounting Standards Board and other accounting standard
          setters; and
    -     changes in the Company's compensation and benefit plans.

The reader is directed to the Company's  annual report on Form 10-K for the year
ended  December 31, 2004,  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 September 30,          At December 31,
                                                            2005              2004            2004
                                                      -------------------------------   -----------------
Assets:
     Cash and due from banks                              $85,413           $64,318          $70,037
     Federal funds sold                                       218                 -                -
                                                      -------------------------------   -----------------
         Cash and cash equivalents                         85,631            64,318           70,037
     Securities available for sale                        271,134           286,067          286,013
     Federal Home Loan Bank stock, at cost                  7,516             6,719            6,781
     Loans, net of allowance for loan losses
          of $15,796, $15,167 and $14,525               1,312,294         1,111,256        1,158,442
     Foreclosed assets, net of allowance for losses
          of $180, $180 and $180                                -                 -                -
     Premises and equipment, net                           21,223            20,118           19,853
     Cash value of life insurance                          41,519            40,196           40,479
     Accrued interest receivable                            7,080             6,177            6,473
     Goodwill                                              15,519            15,519           15,519
     Other intangible assets                                4,373             5,070            5,408
     Other assets                                          20,567            19,106           18,501
                                                     -------------------------------   -----------------
         Total Assets                                  $1,786,856        $1,574,546       $1,627,506
                                                     ===============================   =================
 Liabilities and Shareholders' Equity:
Liabilities:
     Deposits:
         Noninterest-bearing demand                      $346,456          $298,319         $311,275
         Interest-bearing                               1,091,843           993,822        1,037,558
                                                      -------------------------------   -----------------
         Total deposits                                 1,438,299         1,292,141        1,348,833
     Federal funds purchased                              103,200            57,300           46,400
     Accrued interest payable                               3,960             2,706            3,281
     Reserve for unfunded commitments                       1,674             1,049            1,532
     Other liabilities                                     20,452            17,265           19,938
     Other borrowings                                      31,711            27,159           28,152
     Junior subordinated debt                              41,238            41,238           41,238
                                                      -------------------------------   -----------------
         Total Liabilities                              1,640,534         1,438,858        1,489,374
                                                      -------------------------------   -----------------
     Commitments and contingencies
Shareholders' Equity:
     Common stock, no par value: 50,000,000 shares authorized;
         issued and outstanding:
               15,728,106 at September 30, 2005            71,412
               15,697,817 at September 30, 2004                              70,375
               15,723,317 at December 31, 2004                                                70,699
     Retained earnings                                     77,448            64,158           67,785
     Accumulated other comprehensive (loss) income, net    (2,538)            1,155             (352)
                                                     -------------------------------   -----------------
     Total Shareholders' Equity                           146,322           135,688          138,132
                                                     -------------------------------   -----------------
     Total Liabilities and Shareholders' Equity        $1,786,856        $1,574,546       $1,627,506
                                                     ===============================   =================
See accompanying notes to unaudited condensed consolidated financial statements.

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

                                             Three months ended September 30, Nine months ended September 30,
                                                    2005            2004          2005             2004
                                             ----------------------------------------------------------------
Interest and dividend income:
     Loans, including fees                         $22,254          $18,867     $62,482          $53,157
     Debt securities:
       Taxable                                       2,528            2,564       7,865            7,829
       Tax exempt                                      468              432       1,297            1,312
     Dividends                                          80               87         218              181
     Federal funds sold                                  4                1          18               12
                                             ----------------------------------------------------------------
     Total interest income                          25,334           21,951      71,880           62,491
                                             ----------------------------------------------------------------
     Interest expense:
     Deposits                                        3,824            2,497      10,526            7,333
     Federal funds purchased                           696              221       1,117              405
     Other borrowings                                  351              327       1,007              967
     Junior subordinated debt                          648              449       1,779              890
                                             ----------------------------------------------------------------
     Total interest expense                          5,519            3,494      14,429            9,595
                                             ----------------------------------------------------------------
     Net interest income                            19,815           18,457      57,451           52,896
                                             ----------------------------------------------------------------
     Provision for loan losses                         947            1,166       1,608            3,084
                                             ----------------------------------------------------------------
     Net interest income after provision for
       loan losses                                  18,868           17,291       5,843            9,812
                                             ----------------------------------------------------------------
     Noninterest income:
     Service charges and fees                        4,795            4,436      13,362           13,427
     Gain on sale of loans                             474              258       1,195            1,316
     Commissions on sale of non-deposit
       investment products                             535              578       1,727            1,707
     Increase in cash value of life insurance          420              352       1,040            1,216
     Other                                             408              737         945            1,392
                                             ----------------------------------------------------------------
     Total noninterest income                        6,632            6,361      18,269           19,058
                                               ----------------------------------------------------------------

     Noninterest expense:
     Salaries and related benefits                   8,584            8,319      25,361           24,926
     Other                                           7,096            6,904      20,949           20,087
                                             ----------------------------------------------------------------
     Total noninterest expense                      15,680           15,223      46,310           45,013
                                             ----------------------------------------------------------------
     Income before income taxes                      9,820            8,429      27,802           23,857
     Provision for income taxes                      3,859            3,226      10,865            9,030
                                             ----------------------------------------------------------------
     Net income                                      5,961            5,203      16,937           14,827
                                             ----------------------------------------------------------------

     Other comprehensive (loss) income:
     Change in unrealized (loss) gain on securities
        available for sale, net                     (1,070)           3,139      (2,186)            (659)
                                             ----------------------------------------------------------------
     Comprehensive income                           $4,891           $8,342     $14,751          $14,168
                                             ================================================================
     Average shares outstanding                  15,687,547       15,672,300  15,706,380       15,642,799
     Diluted average shares outstanding          16,330,035       16,254,005  16,328,489       16,227,259
     Per share data:
     Basic earnings                                  $0.38           $0.33        $1.08            $0.95
     Diluted earnings                                $0.37           $0.32        $1.04            $0.91
     Dividends paid                                  $0.11           $0.11        $0.33            $0.32

     See accompanying notes to unaudited condensed consolidated financial
     statements.
-3-
TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                (In thousands, except per share data; unaudited)

                                                                     Accumulated
                                   Shares of                            Other
                                    Common     Common    Retained   Comprehensive
                                     Stock      Stock    Earnings   (Loss) Income     Total
                                 -------------------------------------------------------------
Balance at December 31, 2003      15,668,248   $69,767    $56,379       $1,814       $127,960
Comprehensive income:                                                               ----------
  Net income                                               14,827                      14,827
  Change in net unrealized gain on
    Securities available for sale, net                                    (659)          (659)
                                                                                    ----------
Total comprehensive income                                                             14,168
Stock options exercised              197,169     1,133                                  1,133
Tax benefit of stock options exercised             221                                    221
Repurchase of common stock          (167,600)     (746)    (2,047)                     (2,793)
Dividends paid ($0.32 per share)                           (5,001)                     (5,001)
                                 -------------------------------------------------------------
Balance at September 30, 2004     15,697,817   $70,375    $64,158       $1,155       $135,688
                                 =============================================================

Balance at December 31, 2004      15,723,317   $70,699    $67,785        ($352)      $138,132
Comprehensive income:                                                               ----------
  Net income                                               16,937                      16,937
  Change in net unrealized gain on
    Securities available for sale, net                                  (2,186)        (2,186)
                                                                                    ----------
Total comprehensive income                                                             14,751
Stock options exercised              133,289       949                                    949
Tax benefit of stock options exercised             342                                    342
Repurchase of common stock          (128,500)     (578)    (2,085)                     (2,663)
Dividends paid ($0.33 per share)                           (5,189)                     (5,189)
                                 -------------------------------------------------------------
Balance at September 30, 2005     15,728,106   $71,412    $77,448      ($2,538)      $146,322
                                 =============================================================
See accompanying notes to unaudited condensed consolidated financial statements.

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

                                                              For the nine months ended September 30,
                                                                     2005               2004
                                                              ---------------------------------------
Operating activities:
   Net income                                                      $16,937             $14,827
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation of property and equipment, and amortization      2,818               2,431
       Amortization of intangible assets                             1,035               1,016
       Provision for loan losses                                     1,608               3,084
       Amortization of investment securities premium, net              973               1,448
       Originations of loans for resale                            (59,861)            (70,670)
       Proceeds from sale of loans originated for resale            60,396              71,352
       Gain on sale of loans                                        (1,195)             (1,316)
       Amortization of mortgage servicing rights                       490                 562
       Recovery of mortgage servicing rights valuation allowance         -                (600)
       Gain on sale of other real estate owned                           -                (566)
       Loss (gain) on sale of fixed assets                              95                 (20)
       Increase in cash value of life insurance                     (1,040)             (1,216)
       Change in:
         Interest receivable                                          (607)               (150)
         Interest payable                                              679                  68
         Other assets and liabilities, net                             234              (2,002)
                                                              ---------------------------------------
         Net cash provided by operating activities                  22,562              18,248
                                                              ---------------------------------------
     Investing activities:
   Proceeds from maturities of securities available-for-sale        45,147              62,476
   Purchases of securities available-for-sale                      (35,013)            (39,580)
   Purchases of Federal Home Loan Bank stock                          (735)             (1,935)
   Loan originations and principal collections, net               (155,460)           (145,989)
   Proceeds from sale of premises and equipment                         24                 541
   Purchases of premises and equipment                              (3,853)             (3,210)
   Proceeds from sale of other real estate owned                         -               1,490
                                                              ---------------------------------------
   Net cash used by investing activities                          (149,890)           (126,207)
                                                              ---------------------------------------
     Financing activities:
   Net increase in deposits                                         89,466              55,318
   Net increase in Federal funds purchased                          56,800              17,800
   Issuance of junior subordinated debt                                  -              20,619
   Payments of principal on long-term other borrowings                 (38)                (32)
   Net change in short-term other borrowings                         3,597               4,304
   Repurchase of common stock                                       (2,663)             (2,793)
   Dividends paid                                                   (5,189)             (5,001)
   Exercise of stock options                                           949               1,133
                                                              ---------------------------------------
         Net cash provided by financing activities                 142,922              91,348
                                                              ---------------------------------------
     Net change in cash and cash equivalents                        15,594             (16,611)
                                                              ---------------------------------------
     Cash and cash equivalents and beginning of period              70,037              80,929
                                                              ---------------------------------------
     Cash and cash equivalents at end of period                    $85,631             $64,318
                                                              =======================================
     Supplemental disclosure of noncash activities:
   Unrealized loss on securities available for sale                ($3,772)            ($1,061)
   Income tax benefit from stock option exercises                     $342                $221
   Supplemental disclosure of cash flow activity:
   Cash paid for interest expense                                  $13,750              $9,527
   Cash paid for income taxes                                      $11,030             $11,030
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 and nine month
periods ended September 30, 2005 and 2004 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, 2004.

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 15 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 assets,
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 nine months  ended  September  30, 2005,  and  throughout  2004,  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  accumulated  other  comprehensive  income
(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.

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 September 30, 2005 and 2004,  and December 31, 2004, the Company had
no loans held for sale.

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  Consolidated  Financial  Statements in its Annual Report on Form
10-K for the year ended December 31, 2004.

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 $17,470,000 at September 30, 2005, 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             Nine months ended
                                                September 30,                 September 30,
                                            ----------------------------------------------------
                                              2005          2004           2005           2004
                                            ----------------------------------------------------
Allowance for loan losses:
     Balance at beginning of period         $14,892       $14,613         $14,525       $12,890
     Provision for loan losses                  947         1,166           1,608         3,084
     Loans charged off                         (479)         (687)         (1,287)       (1,053)
     Recoveries of previously
       charged-off loans                        436            75             950           246
                                            ----------------------------------------------------
       Net charge-offs                          (43)         (612)           (337)         (807)
                                            ----------------------------------------------------
     Balance at end of period               $15,796       $15,167         $15,796       $15,167
                                            ====================================================
     Reserve for unfunded commitments:
     Balance at beginning of period          $1,671          $916          $1,532          $883
     Provision for losses -
       Unfunded commitments                       3           133             142           166
                                            ----------------------------------------------------
     Balance at end of period                $1,674        $1,049          $1,674        $1,049
                                            ====================================================
     Balance at end of period:
     Allowance for loan losses                                            $15,796       $15,167
     Reserve for unfunded commitments                                       1,674         1,049
                                                                        ------------------------
     Allowance for losses                                                 $17,470       $16,216
                                                                        ========================
     As a percentage of total loans:
     Allowance for loan losses                                              1.19%         1.35%
     Reserve for unfunded commitments                                       0.13%         0.09%
                                                                        ------------------------
     Allowance for losses                                                   1.32%         1.44%
                                                                        ========================
Servicing
Servicing  assets are  recognized  as separate  assets when rights are  acquired
through  purchase or through  sale of  financial  assets.  Generally,  purchased
servicing rights are capitalized at the cost to acquire the rights. For sales of
mortgage  loans, a portion of the cost of  originating  the loan is allocated to
the servicing right based on relative fair value.  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.  Capitalized  servicing  rights are reported in other
assets and are amortized into non-interest income in proportion to, and over the
period of, the estimated  future  servicing  income of the underlying  financial
assets.

Servicing  assets are evaluated for impairment  based upon the fair value of the
rights as compared to amortized  cost.  Impairment is determined by  stratifying
rights into tranches based on predominant risk characteristics, such as interest
rate, loan type and investor type.  Impairment is recognized through a valuation
allowance for an individual  tranche, to the extent that fair value is less than
the capitalized amount for the tranche. If the Company later determines that all
or a portion of the  impairment  no longer  exists for a particular  tranche,  a
reduction of the allowance may be recorded as an increase to income.

Servicing fee income is recorded for fees earned for servicing  loans.  The fees
are based on a contractual percentage of the outstanding  principal;  or a fixed
amount per loan and are  recorded as income when  earned.  The  amortization  of
mortgage servicing rights is netted against loan servicing fee income.

                                      -9-
The following table summarizes the Company's mortgage servicing rights recorded
in other assets as of September 30, 2005 and December 31, 2004.
                                 December 31,                      September 30,
   (Dollars in thousands)           2004     Additions   Reductions     2005
                                 -----------------------------------------------
   Mortgage Servicing Rights       $3,476       $659       ($490)      $3,645
   Valuation allowance                  -          -           -            -
                                 -----------------------------------------------
   Mortgage servicing rights, net
      of valuation allowance       $3,476       $659       ($490)      $3,645
                                 ===============================================

At September  30, 2005 and December 31, 2004,  the Company  serviced real estate
mortgage  loans for others of $369 million and $368  million,  respectively.  At
September  30,  2005 and  December  31,  2004,  the fair value of the  Company's
mortgage servicing rights assets was $3,812,000 and $3,568,000, respectively.

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,  standby  letters of credit,  and deposit  account  overdraft
privilege. 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.  The Company adopted the provisions of Financial  Accounting Standards
Board (FASB) Statement of Financial  Accounting  Standard No. 142,  Goodwill and
Other Intangible Assets (SFAS 142), as of January 1, 2002. Pursuant to SFAS 142,
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 in accordance  with the  provisions of
SFAS 142. SFAS 142 also requires that  intangible  assets with estimable  useful
lives  be  amortized  over  their  respective  estimated  useful  lives to their
estimated  residual values,  and reviewed for impairment in accordance with FASB
Statement of Financial Accounting Standard No. 144, Accounting for Impairment or
Disposal of Long-Lived Assets (SFAS 144).

As of the date of  adoption,  the Company  had  identifiable  intangible  assets
consisting of core deposit premiums and minimum pension liability.  Core deposit
premiums are amortized  using an accelerated  method over a period of ten years.
Intangible  assets related to minimum  pension  liability are adjusted  annually
based upon actuarial estimates.

The following  table  summarizes  the Company's  core deposit  intangibles as of
September 30, 2005 and December 31, 2004.

                                 December 31,                      September 30,
  (Dollar in Thousands)             2004      Additions   Reductions    2005
                                 -----------------------------------------------
   Core deposit intangibles       $13,643           -             -    $13,643
   Accumulated amortization        (9,201)          -       ($1,035)   (10,236)
                                 -----------------------------------------------
   Core deposit intangibles, net   $4,442           -       ($1,035)    $3,407
                                 ===============================================

Core deposit  intangibles are amortized over their expected  useful lives.  Such
lives are  periodically  reassessed  to  determine  if any  amortization  period
adjustments are indicated.

                                      -10-
The following table summarizes the Company's  estimated core deposit  intangible
amortization for each of the five succeeding years from December 31, 2004:

                                               Estimated Core Deposit
                                               Intangible Amortization
                 Years Ended                    (Dollar in thousands)
                 -----------                   -----------------------
                     2005                              $1,381
                     2006                               1,395
                     2007                                 490
                     2008                                 523
                     2009                                 328
                 Thereafter                               325
                                                       ------
                                                       $4,442
                                                       ======

The  following  table  summarizes  the  Company's   minimum  pension   liability
intangible as of September 30, 2005 and December 31, 2004.

                                  December 31,                     September 30,
  (Dollar in Thousands)              2004     Additions   Reductions    2005
                                  ----------------------------------------------
  Minimum pension liability
   intangible                        $966          -            -       $966
                                  ==============================================

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

The following table summarizes the Company's goodwill intangible as of September
30, 2005 and December 31, 2004.

                                  December 31,                     September 30,
  (Dollar in Thousands)              2004     Additions   Reductions    2005
                                  ----------------------------------------------
   Goodwill                         15,519         -            -      15,519
                                  ==============================================

Impairment of Long-Lived Assets and Goodwill
Long-lived  assets,  such as  property,  plant,  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.

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.

                                      -11-
Stock-Based Compensation
The Company  uses the  intrinsic  value  method to account for its stock  option
plans (in accordance with the provisions of Accounting  Principles Board Opinion
No. 25).  Under this method,  compensation  expense is recognized  for awards of
options to purchase shares of common stock to employees under compensatory plans
only if the fair  market  value of the stock at the option  grant date (or other
measurement  date, if later) is greater than the amount the employee must pay to
acquire  the  stock.  Statement  of  Financial  Accounting  Standards  No.  123,
Accounting for Stock-Based Compensation (SFAS 123) permits companies to continue
using the  intrinsic  value  method  or to adopt a fair  value  based  method to
account  for  stock  option  plans.  The fair  value  based  method  results  in
recognizing as expense over the vesting period the fair value of all stock-based
awards on the date of grant.  The  Company  has  elected to  continue to use the
intrinsic value method (see Recent Accounting Pronouncements).

Had  compensation  cost  for the  Company's  option  plans  been  determined  in
accordance  with SFAS 123, the Company's net income and earnings per share would
have been reduced to the pro forma amounts indicated below:
Three Months Ended September 30,   Nine Months Ended September 30,
(in thousands, except per share amounts)      2005             2004              2005             2004
                                              ----             ----              ----             ----
Net income                   As reported     $5,961           $5,203           $16,937          $14,827
                               Pro forma     $5,865           $5,101           $16,642          $14,458
Basic earnings per share     As reported      $0.38            $0.33             $1.08            $0.95
                               Pro forma      $0.37            $0.33             $1.06            $0.92
Diluted earnings per share   As reported      $0.37            $0.32             $1.04            $0.91
                               Pro forma      $0.36            $0.31             $1.02            $0.89
Stock-based employee compensation
   cost, net of related tax effects,
   included in net income    As reported         $0               $0                $0               $0
                               Pro forma        $96             $102              $295             $369
The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes option pricing.

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           Nine Months
                                                            Ended September 30,   Ended September 30,
(in thousands)                                                2005       2004       2005       2004
                                                            -------------------   -------------------
Net income                                                   $5,961     $5,203    $16,937    $14,827

Average number of common shares outstanding                  15,688     15,672     15,706     15,643
Effect of dilutive stock options                                642        582        622        584
                                                            -------------------   -------------------
Average number of common shares outstanding
   used to calculate diluted earnings per share              16,330     16,254     16,328     16,227
                                                            ===================   ===================
-12-
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 September 30,         Nine Months Ended September 30,
                                             --------------------------------         -------------------------------
                                                  2005              2004                  2005               2004
                                             --------------------------------         -------------------------------
(in thousands)
Unrealized holding gains (losses) on
   available-for-sale securities                ($1,846)           $5,416               ($3,772)           ($1,061)
Tax effect                                          776            (2,277)                1,586                402
                                             --------------------------------         -------------------------------
Unrealized holding gains (losses) on
   available-for-sale securities, net of tax    ($1,070)            3,139               ($2,186)             ($659)
                                             ================================         ===============================
The   components  of  accumulated   other   comprehensive   loss,   included  in
shareholders' equity, are as follows:

                                                   September 30,    December 31,
                                                       2005             2004
                                                   -----------------------------
(in thousands)
Net unrealized (losses) gains on available-for-sale
  securities                                         ($2,765)          $1,007
Tax effect                                             1,162             (424)
                                                   -----------------------------
Unrealized holding (losses) gains on
   available-for-sale securities, net of tax          (1,603)             583
                                                   -----------------------------
Minimum pension liability                             (1,559)          (1,559)
Tax effect                                               624              624
                                                   -----------------------------
Minimum pension liability, net of tax                   (935)            (935)
                                                   -----------------------------
Accumulated other comprehensive loss                 ($2,538)           ($352)
                                                   =============================

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

The following table sets forth the net periodic  benefit cost recognized for the
plans:
Three Months         Nine Months
                                                            Ended September 30,  Ended September 30,
(in thousands)                                                2005       2004       2005     2004
                                                              ----       ----       ----     ----
Net pension cost included the following components:
Service cost-benefits earned during the period                $104        $76       $313     $227
Interest cost on projected benefit obligation                  134        123        402      371
Amortization of net obligation at transition                    56          3        168        8
Amortization of prior service cost                              24         27         72       81
Recognized net actuarial loss                                    0         27          2       82
                                                            ----------------------------------------
Net periodic pension cost                                     $318       $256       $957     $769
                                                            ========================================
During  the  nine  months  ended  September  30,  2005  and  2004,  the  Company
contributed  and paid out as benefits  $393,000 and $378,000,  respectively,  to
participants under the plans. For the year ending December 31, 2005, the Company
expects to contribute and pay out as benefits $517,000 to participants under the
plans.

                                      -13-
Recent Accounting Pronouncements

In December 2004, the Financial  Accounting  Standards  Board (FASB) issued FASB
Statement of Financial  Accounting Standard No. 123 (revised 2004),  Share-Based
Payment (SFAS 123R),  which replaces SFAS No. 123,  Accounting  for  Stock-Based
Compensation, (SFAS 123) and supercedes APB Opinion No. 25, Accounting for Stock
Issued to Employees.  SFAS 123R requires all share-based  payments to employees,
including  grants of employee stock  options,  to be recognized in the financial
statements based on their fair values beginning with the first interim reporting
period of the Company's  fiscal year beginning  after June 15, 2005,  with early
adoption encouraged.  The pro forma disclosures  previously permitted under SFAS
123 no longer will be an alternative  to financial  statement  recognition.  The
Company is required to adopt SFAS 123R on January 1, 2006.  Under SFAS 123R, the
Company must determine the  appropriate  fair value model to be used for valuing
share-based  payments,  the amortization  method for  compensation  cost and the
transition method to be used at date of adoption. The transition methods include
prospective  and retroactive  adoption  options.  Under the retroactive  option,
prior periods may be restated either as of the beginning of the year of adoption
or for all periods presented.  The prospective method requires that compensation
expense be recorded for all unvested stock options at the beginning of the first
quarter of adoption of SFAS 123R,  while the  retroactive  methods  would record
compensation  expense  for all  unvested  stock  options  and  restricted  stock
beginning  with the  first  period  restated.  The  Company  is  evaluating  the
requirements  of SFAS 123R and expects  that the  adoption of SFAS 123R will not
have a material impact on the Company's  consolidated  results of operations and
earnings per share. The Company has not yet determined the method of adoption or
the effect of adopting SFAS 123R, and it has not determined whether the adoption
will result in amounts  that are  similar to the  current pro forma  disclosures
under SFAS 123.

In May 2005, the FASB issued FASB Statement of Financial Accounting Standard No.
154,  Accounting Changes and Error Corrections,  (SFAS 154) a Replacement of APB
Opinion  No.  20  and  FASB  Statement  No.  3.  SFAS  154  establishes,  unless
impracticable,  retrospective application as the required method for reporting a
change  in   accounting   principle  in  the  absence  of  explicit   transition
requirements specific to a newly adopted accounting principle.  Previously, most
changes in accounting  principle  were  recognized  by including the  cumulative
effect of changing to the new  accounting  principle in net income of the period
of the  change.  Under  SFAS 154,  retrospective  application  requires  (i) the
cumulative effect of the change to the new accounting principle on periods prior
to those  presented  to be  reflected  in the  carrying  amounts  of assets  and
liabilities  as of  the  beginning  of  the  first  period  presented,  (ii)  an
offsetting  adjustment,  if any, to be made to the  opening  balance of retained
earnings (or other appropriate  components of equity) for that period, and (iii)
financial  statements for each individual  prior period presented to be adjusted
to reflect the direct  period-specific  effects of applying  the new  accounting
principle. Special retroactive application rules apply in situations where it is
impracticable to determine either the period-specific  effects or the cumulative
effect of the change.  Indirect effects of a change in accounting  principle are
required to be reported  in the period in which the  accounting  change is made.
SFAS 154 carries  forward the guidance in APB Opinion 20  "Accounting  Changes,"
requiring  justification  of a change in  accounting  principle  on the basis of
preferability.  SFAS  154 also  carries  forward  without  change  the  guidance
contained  in APB  Opinion  20,  for  reporting  the  correction  of an error in
previously issued financial  statements and for a change in accounting estimate.
SFAS 154 is effective for accounting  changes and  corrections of errors made in
fiscal years beginning after December 15, 2005. The Company does not expect SFAS
154 will  significantly  impact its  financial  statements  upon its adoption on
January 1, 2006.

Reclassifications
Certain amounts previously  reported in the 2004 financial  statements have been
reclassified  to conform to the 2005  presentation.  Additionally,  in the first
quarter of 2005, the Company  reclassified the reserve for unfunded  commitments
from the allowance for loan losses to other  liabilities,  and  reclassified the
provision for unfunded  commitments  from the provision for loan losses to other
noninterest expense. These  reclassifications did not affect previously reported
net income or total shareholders' equity.

                                      -14-
TRICO BANCSHARES
                                Financial Summary
           (dollars in thousands, except per share amounts; unaudited)
Three months ended            Nine months ended
                                                          September 30,                September 30,
                                                ------------------------------------------------------------
                                                      2005             2004        2005            2004
                                                ------------------------------------------------------------
Net Interest Income (FTE)                           $20,086          $18,712     $58,203         $53,670
Provision for loan losses                               947            1,166       1,608           3,084
Noninterest income                                    6,632            6,361      18,269          19,058
Noninterest expense                                  15,680           15,223      46,310          45,013
Provision for income taxes (FTE)                      4,130            3,481      11,617           9,804
                                                ------------------------------------------------------------
Net income                                           $5,961           $5,203     $16,937         $14,827
                                                ============================================================
Earnings per share:
    Basic                                             $0.38            $0.33       $1.08           $0.95
    Diluted                                           $0.37            $0.32       $1.04           $0.91
Per share:
    Dividends paid                                    $0.11            $0.11       $0.33           $0.32
    Book value at period end                          $9.30            $8.64
    Tangible book value at period end                 $8.04            $7.33

Average common shares outstanding                    15,688           15,672      15,706          15,643
Average diluted shares outstanding                   16,330           16,254      16,328          16,227
Shares outstanding at period end                     15,728           15,698
At period end:
    Loans, net                                   $1,312,294       $1,111,256
    Total assets                                  1,786,856        1,574,546
    Total deposits                                1,438,299        1,292,141
    Other borrowings                                 31,711           27,159
    Junior subordinated debt                         41,238           41,238
    Shareholders' equity                           $146,322         $135,688
Financial Ratios:
During the period (annualized):
    Return on assets                                  1.37%            1.34%       1.34%           1.32%
    Return on equity                                 16.26%           15.57%      15.71%          15.12%
    Net interest margin1                              5.10%            5.35%       5.12%           5.32%
    Net loan charge-offs to average loans             0.01%            0.22%       0.04%           0.10%
    Efficiency ratio1                                58.69%           60.71%      60.56%          61.89%
At Period End:
    Equity to assets                                  8.19%            8.62%
    Total capital to risk assets                     11.19%           12.36%
    Allowance for losses to loans2                    1.32%            1.44%
1 Fully taxable equivalent (FTE)
2 Allowance for  losses  includes  allowance  for loan  losses  and reserve  for
  unfunded commitments.

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

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

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

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

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

                                   Three months ended        Nine months ended
                                      Spetember 30,            September 30,
                                ------------------------------------------------
                                   2005           2004        2005        2004
                                ------------------------------------------------
Net Interest Income (FTE)        $20,086        $18,712     $58,203     $53,670
Provision for loan losses            947          1,166       1,608       3,084
Noninterest income                 6,632          6,361      18,269      19,058
Noninterest expense               15,680         15,223      46,310      45,013
Provision for income taxes (FTE)   4,130          3,481      11,617       9,804
                                ------------------------------------------------
Net income                        $5,961         $5,203     $16,937     $14,827
                                ================================================

The Company had quarterly  earnings of  $5,961,000,  or $0.37 per diluted share,
for the three months ended September 30, 2005.  These results  represent a 15.6%
increase from the $0.32 earnings per diluted share reported for the three months
ended  September 30, 2004 on earnings of $5,203,000.  The improvement in results
from the  year-ago  quarter  was due to a  $1,374,000  (7.3%)  increase in fully
tax-equivalent  net interest income to $20,086,000,  a $219,000 (18.8%) decrease
in provision  for loan losses to  $947,000,  and a $271,000  (4.3%)  increase in
noninterest  income to  $6,632,000.  These  contributing  factors were partially
offset by a $457,000 (3.0%)  increase in noninterest  expense to $15,680,000 for
the quarter ended September 30, 2005.

The Company  reported  earnings of $16,937,000,  or $1.04 per diluted share, for
the nine months  ended  September  30,  2005.  These  results  represent a 14.3%
increase from the $0.91  earnings per diluted share reported for the nine months
ended September 30, 2004 on earnings of $14,827,000.  The improvement in results
from the  year-ago  period  was due to a  $4,533,000  (8.5%)  increase  in fully
tax-equivalent  net interest  income to  $58,203,000,  and a $1,476,000  (47.9%)
decrease in provision for loan losses to $1,608,000.  These contributing factors
were partially  offset by a $789,000  (4.1%)  decrease in noninterest  income to
$18,269,000  and  a  $1,297,000  (2.9%)  increase  in  noninterest   expense  to
$46,310,000 for the nine months ended September 30, 2005.

                                      -16-
Net Interest Income
Following is a summary of the components of net interest  income for the periods
indicated (dollars in thousands):
Three months ended             Nine months ended
                                                September 30,                 September 30,
                                         -------------------------------------------------------
                                              2005         2004             2005         2004
                                         -------------------------------------------------------
Interest income                        $25,334      $21,951          $71,880      $62,491
     Interest expense                        (5,519)      (3,494)         (14,429)      (9,595)
     FTE adjustment                             271          255              752          774
                                         -------------------------------------------------------
        Net interest income (FTE)           $20,086      $18,712          $58,203      $53,670
                                         =======================================================
     Average interest-earning assets     $1,574,392   $1,399,342       $1,517,013   $1,344,353

     Net interest margin (FTE)                5.10%        5.35%            5.12%        5.32%
The  Company's  primary  source  of  revenue  is  net  interest  income,  or the
difference  between  interest  income on  interest-earning  assets and  interest
expense in  interest-bearing  liabilities.  Net interest income (FTE) during the
third quarter of 2005 increased  $1,374,000  (7.3%) from the same period in 2004
to  $20,086,000.  The  increase  in  net  interest  income  (FTE)  was  due to a
$175,050,000 (12.5%) increase in average balances of interest-earning  assets to
$1,574,392,000 offset by a 0.25% decrease in net interest margin (FTE) to 5.10%.

Net  interest  income  (FTE)  during  the first  nine  months of 2005  increased
$4,533,000  (8.5%) from the same period in 2004 to $58,203,000.  The increase in
net interest income (FTE) was due to a $172,660,000  (12.8%) increase in average
balances of interest-earning assets to $1,517,013,000 offset by a 0.20% decrease
in net interest margin (FTE) to 5.12%.

Interest and Fee Income
Interest and fee income (FTE) for the third quarter of 2005 increased $3,399,000
(15.3%)  from the third  quarter of 2004.  The  increase was the net effect of a
$175,050,000 (12.5%) increase in average balances of interest-earning  assets to
$1,574,392,000   and  a  0.16%   increase   in  the   yield  on  those   average
interest-earning  assets to 6.51%.  The  growth in  interest-earning  assets was
comprised  of a  $186,535,000  (17.0%)  increase  in average  loan  balances  to
$1,284,977,000  that was partially offset by a decrease of $11,572,000 (3.9%) in
average  balances of investments to  $288,963,000.  The increase in the yield on
average  interest-earning  assets  was  mainly  due to the  change in the mix of
interest-earning  assets as the  average  balance of loans  increased  while the
average balance of lower earning investments  decreased compared to the year-ago
quarter.  Also  helping to increase  the yield on average  earning  assets was a
0.06%  increase in the yield on loans to 6.93% and a 0.19% increase in the yield
on  investments  to 4.63% from the year-ago  quarter.  The relative  flatness in
yield in loans from the year-ago quarter,  despite a 2.75% increase in the prime
rate from June 30, 2004 to September 30, 2005, is due to long-term  rates having
generally held steady or fallen over this period, and new prime based loans such
as home equity lines of credit  being  offered at spreads to the prime rate that
are lower  than they were in the  year-ago  period.  The  increase  in yields on
investments  was  mainly  due to  maturities  of  shorter-term,  lower  yielding
investments.

Interest  and fee income  (FTE) for the nine  months  ended  September  30, 2005
increased  $9,367,000 (14.8%) from the same period of 2004. The increase was the
net effect of a $172,660,000 (12.8%) increase in average interest-earning assets
to  $1,517,013,000   and  a  0.11%  increase  in  the  yield  on  those  average
interest-earning  assets to 6.38%. The growth in interest-earning assets was due
to a $187,467,000  (18.1%)  increase in average loan balances to  $1,220,714,000
that was  partially  offset by a  decrease  of  $13,925,000  (4.5%)  in  average
balances of  investments to  $295,457,000.  The increase in the yield on average
interest-earning   assets   was   mainly  due  to  the  change  in  the  mix  of
interest-earning  assets as the  average  balance of loans  increased  while the
average balance of lower earning investments  decreased compared to the year-ago
quarter.  Compared  to the  year-ago  nine-month  period,  the  yield  on  loans
decreased 0.04% to 6.82% and the yield on investments  increased 0.22% to 4.57%.
The  decrease  in yield  in loans  from the  year-ago  period,  despite  a 2.75%
increase in the prime rate from June 30, 2004 to September  30, 2005,  is due to
long-term rates having generally held steady or fallen over this period, and new
prime based loans such as home equity lines of credit  being  offered at spreads
to the prime  rate that are lower  than they were in the  year-ago  period.  The
increase in yields on investments was mainly due to maturities of  shorter-term,
lower yielding investments.

                                      -17-
Interest Expense
Interest expense increased $2,025,000 (58.0%) to $5,519,000 in the third quarter
of  2005   compared  to  the   year-ago   quarter.   The   average   balance  of
interest-bearing liabilities increased $117,740,000 (10.6%) to $1,233,412,000 in
the third quarter compared to the year-ago quarter.  The increase in the average
balance of  interest-bearing  liabilities was  concentrated in time deposits (up
$93,009,000  or 32.4%),  interest-bearing  demand  deposits (up  $12,907,000  or
5.6%),  other  borrowings (up $5,029,000 or 19.3%),  Federal funds purchased (up
$19,062,000 or 33.3%), and junior subordinated debt (up $2,574,000 or 6.7%). The
average  balance  of  savings  deposits  was down  $14,841,000  (3.1%)  from the
year-ago  quarter.  In  addition,  the  average  balance of  noninterest-bearing
deposits increased  $54,381,000  (19.3%) from the year-ago quarter.  The average
rate paid on  interest-bearing  liabilities  in the quarter ended  September 30,
2005 increased 0.54% to 1.79% compared to the year-ago quarter. The average rate
paid for all categories of interest-bearing  liabilities except other borrowings
increased  from the  average  rate paid in the  year-ago  quarter as a result of
general market interest rate changes.

Interest expense increased $4,834,000 (50.4%) to $14,429,000 for the nine months
ended  September 30, 2005 compared to  $9,595,000  in the year-ago  period.  The
average balance of interest-bearing  liabilities increased  $117,128,000 (10.9%)
to  $1,190,081,000  for the nine months ended September 30, 2005 compared to the
year-ago period. The increase in  interest-bearing  liabilities was concentrated
in time deposits (up $84,457,000 or 30.6%), interest-bearing demand deposits (up
$13,735,000 or 6.0%),  other borrowings (up $5,031,000 or 21.0%),  Federal funds
purchased (up $3,797,000 or 9.0%), and junior  subordinated debt (up $13,905,000
or 50.9%).  The average balance of savings  deposits was down $3,797,000  (0.8%)
from   the   year-ago   period.   In   addition,    the   average   balance   of
noninterest-bearing  deposits  increased  $49,573,000  (18.1%) from the year-ago
period. The average rate paid on interest-bearing  liabilities in the nine month
period  ended  September  30,  2005  increased  0.43% to 1.62%  compared  to the
year-ago period as a result of general market interest rate changes.

Net Interest Margin (FTE)
The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:

                                   Three months ended          Nine months ended
                                      September 30,              September 30,
                                   ---------------------------------------------
                                    2005         2004         2005         2004
                                   ---------------------------------------------
Yield on interest-earning assets    6.51%        6.35%        6.38%        6.27%
Rate paid on interest-bearing
     Liabilities                    1.79%        1.25%        1.62%        1.19%
                                   ---------------------------------------------
     Net interest spread            4.72%        5.10%        4.76%        5.08%
Impact of all other net
     noninterest-bearing funds      0.38%        0.25%        0.36%        0.24%
                                   ---------------------------------------------
        Net interest margin         5.10%        5.35%        5.12%        5.32%
                                   =============================================

Net interest margin in the third quarter of 2005 decreased 0.25% compared to the
third quarter of 2004.  This  decrease in net interest  margin was mainly due to
0.06%  increase in average yield on loans,  a 0.19% increase in average yield on
investments,  and a 0.54% increase in the average rate paid on  interest-bearing
liabilities.  As a result,  the average yield on total  interest-earning  assets
increased  only  0.16%,   while  the  average  rate  paid  on   interest-bearing
liabilities increased 0.54%.

Net interest margin for the nine months ended September 30, 2005 decreased 0.20%
compared to the nine months  ended  September  30,  2004.  This  decrease in net
interest  margin was mainly due to a 0.04% decrease in average yield on loans, a
0.22%  increase in average  yield on  investments,  and a 0.43%  increase in the
average  rate paid on  interest-bearing  liabilities.  As a result,  the average
yield on total  interest-earning  assets increased only 0.11%, while the average
rate paid on interest-bearing liabilities increased 0.43%.

                                      -18
Summary of Average Balances, Yields/Rates and Interest Differential
The following tables present, for the periods indicated,  information  regarding
the Company's consolidated average assets, liabilities and shareholders' equity,
the  amounts  of  interest  income  from  average  interest-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
                                       ----------------------------------------------------------------
                                            September 30, 2005                 September 30, 2004
                                       -----------------------------     ------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------    -------------------------------
Assets:
Loans                                  $1,284,977  $22,254    6.93%     $1,098,442 $18,867     6.87%
Investment securities - taxable           252,547    2,608    4.13%        266,714   2,651     3.98%
Investment securities - nontaxable         36,416      739    8.12%         33,821     687     8.12%
Federal funds sold                            452        4    3.54%            365       1     1.10%
                                       -----------------------------    -------------------------------
Total interest-earning assets           1,574,392   25,605    6.51%      1,399,342  22,206     6.35%
Other assets                              169,623  --------                153,401 --------
                                       ----------                       ----------
Total assets                           $1,744,015                       $1,552,743
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $244,821      124    0.20%       $231,914     107     0.18%
Savings deposits                          460,204      861    0.75%        475,045     805     0.68%
Time deposits                             379,686    2,839    2.99%        286,677   1,585     2.21%
Federal funds purchased                    76,372      696    3.65%         57,310     221     1.54%
Other borrowings                           31,091      351    4.52%         26,062     327     5.02%
Junior subordinated debt                   41,238      648    6.29%         38,664     449     4.65%
                                       -----------------------------    -------------------------------
Total interest-bearing liabilities      1,233,412    5,519    1.79%      1,115,672   3,494     1.25%
Noninterest-bearing deposits              336,344  --------                281,963 --------
Other liabilities                          27,599                           21,480
Shareholders' equity                      146,660                          133,628
                                       ----------                       ----------
Total liabilities and shareholders'
  equity                               $1,744,015                       $1,552,743
                                       ==========                       ==========
Net interest spread(1)                                        4.72%                            5.10%
Net interest income and interest margin(2)         $20,086    5.10%                $18,712     5.35%
                                                   =================               ====================
(1) Net interest spread represents the average yield earned on interest-earning
     assets minus the average rate paid on interest-bearing liabilities.
 (2) Net  interest  margin is computed by  calculating  the  difference  between
     interest   income  and   expense,   divided  by  the  average   balance  of
     interest-earning assets.

                                      -19-
For the nine months ended
                                       ----------------------------------------------------------------
                                            September 30, 2005                 September 30, 2004
                                       -----------------------------     ------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------    -------------------------------
Assets:
Loans                                  $1,220,714  $62,482    6.82%     $1,033,247 $53,157     6.86%
Investment securities - taxable           261,542    8,083    4.12%        274,666   8,010     3.89%
Investment securities - nontaxable         33,915    2,049    8.06%         34,716   2,086     8.01%
Federal funds sold                            842       18    2.85%          1,724      12     0.93%
                                       -----------------------------    -------------------------------
Total interest-earning assets           1,517,013   72,632    6.38%      1,344,353  63,265     6.27%
Other assets                              167,481  --------                155,591 --------
                                       -----------                      -----------
Total assets                           $1,684,494                       $1,499,944
                                       ===========                      ===========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $241,856      366    0.20%       $228,121     312     0.18%
Savings deposits                          471,396    2,600    0.74%        475,193   2,569     0.72%
Time deposits                             360,612    7,560    2.80%        276,155   4,452     2.15%
Federal funds purchased                    45,999    1,117    3.24%         42,202     405     1.28%
Other borrowings                           28,980    1,007    4.63%         23,949     967     5.38%
Junior subordinated debt                   41,238    1,779    5.75%         27,333     890     4.34%
                                       -----------------------------    -------------------------------
Total interest-bearing liabilities      1,190,081   14,429    1.62%      1,072,953   9,595     1.19%
Noninterest-bearing deposits              323,485  --------                273,912 --------
Other liabilities                          27,205                           22,316
Shareholders' equity                      143,723                          130,763
                                       -----------                      -----------
Total liabilities and shareholders'
  equity                               $1,684,494                       $1,499,944
                                       ===========                      ===========
Net interest spread(1)                                        4.76%                            5.08%
Net interest income and interest margin(2)         $58,203    5.12%                $53,670     5.32%
                                                   =================               ====================
(1) Net interest spread represents the average yield earned on interest-earning
     assets minus the average rate paid on interest-bearing liabilities.
 (2) Net  interest  margin is computed by  calculating  the  difference  between
     interest   income  and   expense,   divided  by  the  average   balance  of
     interest-earning assets.

                                      -20-
Summary of  Changes in  Interest  Income and  Expense  due to Changes in Average
Asset & Liability Balances and Yields Earned & Rates Paid

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

                                           Three months ended September 30, 2005
                                                compared with three months
                                                 ended September 30, 2004
                                           -------------------------------------
                                               Volume       Rate       Total
                                           -------------------------------------
Increase (decrease) in interest income:
Loans                                          $3,204       $183      $3,387
Investment securities                             (88)        97           9
Federal funds sold                                  -          3           3
                                           -------------------------------------
   Total interest-earning assets                3,116        283       3,399
                                           -------------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                    6         11          17
Savings deposits                                  (25)        81          56
Time deposits                                     514        740       1,254
Federal funds purchased                            73        402         475
Other borrowings                                   63        (39)         24
Junior subordinated debt                           30        169         199
                                           -------------------------------------
   Total interest-bearing liabilities             661      1,364       2,025
                                           -------------------------------------
Increase (decrease) in Net Interest Income     $2,455    ($1,081)     $1,374
                                           =====================================

                                           Nine months ended September 30, 2005
                                                 compared with nine months
                                                  ended September 30, 2004
                                           -------------------------------------
                                               Volume       Rate       Total
                                           -------------------------------------
Increase (decrease) in interest income:
Loans                                          $9,645      ($320)     $9,325
Investment securities                            (431)       467          36
Federal funds sold                                 (6)        12           6
                                           -------------------------------------
   Total interest-earning assets                9,208        159       9,367
                                           -------------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                   19         35          54
Savings deposits                                  (21)        52          31
Time deposits                                   1,362      1,746       3,108
Federal funds purchased                            36        676         712
Other borrowings                                  203       (163)         40
Junior subordinated debt                          453        436         889
                                           -------------------------------------
   Total interest-bearing liabilities           2,052      2,782       4,834
                                           -------------------------------------
Increase (decrease) in Net Interest Income     $7,156    ($2,623)     $4,533
                                           =====================================

                                      -21-
Provision for Loan Losses
The  Company  provided  $947,000  for loan  losses in the third  quarter of 2005
versus  $1,166,000  in the third  quarter of 2004.  During the third  quarter of
2005, the Company recorded  $43,000 of net loan  charge-offs  versus $612,000 of
net loan charge-offs in the year earlier quarter.

The Company  provided  $1,608,000  for loan losses  during the nine months ended
September 30, 2005 versus  $3,084,000 during the nine months ended September 30,
2004.  During the nine months ended  September  30, 2005,  the Company  recorded
$337,000 of net loan charge-offs  versus $807,000 of net loan charge-offs in the
year earlier nine-month period.

Noninterest Income
The following  table  summarizes the  components of  noninterest  income for the
periods indicated (dollars in thousands).
Three months ended             Nine months ended
                                                    September 30,                 September 30,
                                               ----------------------------------------------------
                                                 2005          2004             2005         2004
                                               ----------------------------------------------------
Service charges on deposit accounts        $3,653        $3,399          $10,030      $10,005
     ATM fees and interchange                      822           693            2,315        1,939
     Other service fees                            504           500            1,507        1,445
     Amortization of mortgage servicing rights    (184)         (156)            (490)        (562)
     Recovery of mortgage servicing
       rights valuation allowance                    -             -                -          600
     Gain on sale of loans                         474           258            1,195        1,316
     Commissions on sale of
       nondeposit investment products              535           578            1,727        1,707
     (Loss) Gain on sale of fixed assets           (16)            8              (95)          20
     Gain on sale of other real estate               -           384                -          566
     Increase in cash value of life insurance      420           352            1,040        1,216
     Other noninterest income                      424           345            1,040          806
                                               ----------------------------------------------------
     Total noninterest income                   $6,632        $6,361          $18,269      $19,058
                                               ====================================================
Noninterest  income for the third quarter of 2005 increased  $271,000  (4.3%) to
$6,632,000 from $6,361,000 in the year-ago quarter.  Included in the results for
the quarter  ended  September  30, 2004 was $384,000  from gain on sale of other
real  estate.  Excluding  this item,  noninterest  income for the quarter  ended
September 30, 2004 would have been $5,977,000, and the $6,632,000 of noninterest
income for the  quarter  ended  September  30,  2005 would  have  represented  a
$655,000 (11.0%) increase.

Noninterest  income for the nine  months  ended  September  30,  2005  decreased
$789,000  (4.1%) to  $18,269,000  from  $19,058,000  in the same period in 2004.
Included  in the  results for the nine  months  ended  September  30, 2004 was a
$600,000 recovery of mortgage servicing rights valuation allowance, and $566,000
from gain on sale of other  real  estate.  Excluding  these  items,  noninterest
income for the nine months ended September 30, 2004 would have been $17,892,000,
and the  $18,269,000 of noninterest  income for the nine months ended  September
30, 2005 would have represented a $377,000 (2.1%) increase.

                                      -22-
Noninterest Expense
The following  table  summarizes the  components of noninterest  expense for the
periods indicated (dollars in thousands).
Three months ended             Nine months ended
                                                    September 30,                 September 30,
                                               ----------------------------------------------------
                                                 2005          2004             2005         2004
                                               ----------------------------------------------------
Salaries & benefits                        $8,584        $8,319          $25,361      $24,926
     Occupancy                                   1,034         1,001            3,019        2,947
     Equipment                                   1,023           913            3,092        2,763
     Advertising and marketing                     561           268            1,283          693
     ATM network charges                           430           344            1,209          964
     Data processing and software                  419           413            1,203        1,196
     Intangible amortization                       346           343            1,035        1,016
     Telecommunications                            344           426            1,137        1,222
     Courier service                               292           255              860          786
     Professional fees                             287           695              968        1,802
     Postage                                       263           201              734          668
     Assessments                                    80            76              233          221
     Operational losses                             25           126               97          278
     Other                                       1,992         1,843            6,079        5,531
                                               ----------------------------------------------------
     Total                                     $15,680       $15,223          $46,310      $45,013
                                               ====================================================
     Average full time equivalent staff            592           533              577          535
     Noninterest expense to revenue (FTE)       58.69%        60.71%           60.56%       61.89%
Noninterest  expense for the third quarter of 2005 increased  $457,000 (3.0%) to
$15,680,000  from  $15,223,000  in the third  quarter of 2004.  The  increase in
noninterest  expense was the result of a $265,000  (3.2%) increase in salary and
benefit  expense to  $8,584,000  and a $192,000  (2.8%)  net  increase  in other
noninterest  expense  categories  to  $7,096,000.  The  increase  in salary  and
benefits  expense was the net result of annual salary  increases,  new employees
from the opening of de-novo  branches in Woodland  (November  2004), and Lincoln
(February 2005), offset by reduced incentive commissions,  overtime, and workers
compensation expense. Included in the $192,000 net increase in other noninterest
income categories was a $293,000 increase in advertising expense, and a $408,000
decrease in professional  fees. The decrease in professional fees was mainly due
to the  expiration of  consulting  services  related to the Company's  overdraft
privilege product,  the expiration of which is not expected to have an impact on
revenue from the overdraft privilege product.

Noninterest  expense  for the first  nine  months of 2005  increased  $1,297,000
(2.9%) to  $46,310,000  from  $45,013,000  in the first nine months of 2004. The
increase in noninterest  expense was due to a $435,000 (1.8%) increase in salary
and benefit  expense to $25,361,000  and a $862,000 (4.3%) net increase in other
noninterest  expense  categories  to  $20,949,000.  The  increase  in salary and
benefits  expense  was  the net  result  of  annual  salary  increases,  and new
employees from the opening of de-novo branches in Woodland  (November 2004), and
Lincoln   (February  2005)  that  was  partially  offset  by  reduced  incentive
commissions,  overtime,  and  workers  compensation  expense.  Included  in  the
$862,000  net increase in other  noninterest  income  categories  was a $590,000
increase in advertising  expense,  and a $834,000 decrease in professional fees.
The decrease in professional fees was mainly due to the expiration of consulting
services related to the Company's overdraft privilege product, the expiration of
which is not expected to have an impact on revenue from the overdraft  privilege
product.

Provision for Income Tax
The effective  tax rate for the three months ended  September 30, 2005 was 39.3%
and reflects an increase  from 38.3% for the three months  ended  September  30,
2004.  The effective  tax rate for the nine months ended  September 30, 2005 was
39.1% and reflects an increase  from 37.9% for the nine months  ended  September
30, 2004. 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.

                                      -23-
Classified Assets
The  Company  closely  monitors  the  markets in which it  conducts  its lending
operations  and  continues  its strategy to control  exposure to loans with high
credit risk.  Asset reviews are performed  using grading  standards and criteria
similar to those employed by bank regulatory  agencies.  Assets receiving lesser
grades  fall  under  the  "classified  assets"  category,   which  includes  all
nonperforming  assets and potential problem loans, and receive an elevated level
of attention to ensure collection.

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

                             At September 30, 2005        At December 31, 2004
                           -------------------------    ------------------------
                             Gross Guaranteed  Net       Gross Guaranteed   Net
                           -----------------------------------------------------
Classified loans            $13,463  $7,288  $6,175     $22,337  $9,436  $12,901
Other classified assets           -       -       -           -       -        -
                           -----------------------------------------------------
Total classified assets     $13,463  $7,288  $6,175     $22,337  $9,436  $12,901
                           =====================================================
Allowance for losses/classified loans         282.9%                      124.5%
Allowance for loan losses/classified loans    255.8%                      112.6%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies and its government-sponsored  agencies at September 30, 2005, decreased
$6,726,000 (52.1%) to $6,175,000 from $12,901,000 at December 31, 2004.

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
nine months,  ended  September  30, 2005,  if all such loans had been current in
accordance with their original terms, totaled $727,000. Interest income actually
recognized  on these loans during the nine months ended  September  30, 2005 was
$596,000.

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 consolidated financial statements.

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

                                      -24-
As shown in the following table, total nonperforming assets net of guarantees of
the  U.S.  Government,  including  its  agencies  and  its  government-sponsored
agencies,  decreased  $1,858,000  (37.9%)  to  $3,048,000  during the first nine
months of 2005.  Nonperforming assets net of guarantees represent 0.17% of total
assets.  All nonaccrual loans are considered to be impaired when determining the
need  for a  specific  valuation  allowance.  The  Company  continues  to make a
concerted  effort to work problem and potential  problem loans to reduce risk of
loss.
(dollars in thousands):
                                                At September 30, 2005         At December 31, 2004
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
                                              ------------------------------------------------------
Performing nonaccrual loans                    $8,922  $7,028   $1,894     $11,043  $7,442   $3,601
Nonperforming, nonaccrual loans                 1,121            1,121       1,418     174    1,244

Total nonaccrual loans                         10,043   7,028    3,015      12,461   7,616    4,845
Loans 90 days past due and still accruing          33               33          61       -       61

Total nonperforming loans                      10,076   7,028    3,048      12,522   7,616    4,906
Other real estate owned                             -       -        -           -       -        -

Total nonperforming assets                    $10,076  $7,028   $3,048     $12,522  $7,616   $4,906

Nonperforming loans/total loans                                  0.23%                        0.42%
Nonperforming assets/total assets                                0.17%                        0.30%
Allowance for losses/nonperforming loans                          573%                         327%
Allowance for loan losses/nonperforming loans                     518%                         296%
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 Company's Board of Directors approved a two-for-one stock
split of its common  stock.  The stock split was effected in the form of a stock
dividend that entitled  each  shareholder  of record at the close of business on
April 9, 2004 to receive one  additional  share for every share of TriCo  common
stock held on that date.  Shares  resulting  from the split were  distributed on
April 30, 2004.

Also at its  meeting  on March 11,  2004,  the Board of  Directors  approved  an
increase in the maximum number of shares to be  repurchased  under the Company's
stock  repurchase  plan  originally  announced  on July 31, 2003 from 250,000 to
500,000 effective on April 9, 2004, solely to conform with the two-for-one stock
split noted above. The 250,000 shares originally authorized for repurchase under
this  plan  represented   approximately  3.2%  of  the  Company's  approximately
7,852,000 common shares outstanding as of July 31, 2003. This plan has no stated
expiration date for the repurchases, which may occur from time to time as market
conditions allow. As of September 30, 2005, the Company had repurchased  351,100
shares under this plan as adjusted for the 2-for-1 stock split paid on April 30,
2004, which left 148,900 shares available for repurchase under the plan.

The  Company's  primary  capital  resource is  shareholders'  equity,  which was
$146,322,000  at  September  30,  2005.  This amount  represents  an increase of
$8,190,000  from December 31, 2004,  the net result of  comprehensive  income of
$14,751,000  for the period and  $1,291,000  reflecting  the  issuance of common
shares via the exercise of stock  options,  partially  offset by  $2,663,000  to
repurchase of common stock and dividends paid of $5,189,000. The Company's ratio
of equity to total assets was 8.19%,  8.62%, and 8.49% as of September 30, 2005,
September  30,  2004,  and  December  31,  2004,  respectively.   The  following
summarizes  the  ratios of  capital  to  risk-adjusted  assets  for the  periods
indicated:

                               At September 30,        At            Minimum
                               ----------------    December 31,    Regulatory
                               2005       2004        2004         Requirement
                               -------------------------------------------------
     Tier I Capital            10.13%     11.00%     10.67%           4.00%
     Total Capital             11.19%     12.36%     11.86%           8.00%
     Leverage ratio             9.83%      9.81%      9.86%           4.00%

                                      -25-
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 September
30, 2005  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 $541,310,000 and $445,054,000 at September 30,
2005 and December 31, 2004, respectively, and represent 40.8% of the total loans
outstanding at September 30, 2005 versus 38.0% at December 31, 2004. Commitments
related to the Bank's deposit overdraft  privilege  product totaled  $34,965,000
and $28,815,000 at September 30, 2005 and December 31, 2004, respectively.

Certain Contractual Obligations
The following chart summarizes certain contractual obligations of the Company as
of December 31, 2004:
Less than        1-3          3-5      More than
(dollars in thousands)                              Total       one year       years        years      5 years
                                                  -------------------------------------------------------------
Federal funds purchased                            $46,400      $46,400       $    -       $    -       $    -
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                            344            -            -          344            -
Other collateralized borrowings,
   fixed rate of  0.91% payable on January 2, 2005   5,308        5,308            -            -            -
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                          6,806        1,327        2,202        1,662        1,615
Deferred compensation plans(1)                       1,544          262          462          427          393
Supplemental retirement plans(1)                     4,996          488          956          926        2,626
Employment agreements                                  233          115          118            -            -
                                                  -------------------------------------------------------------
Total contractual obligations                     $129,369      $53,900       $3,738      $25,859      $45,872
                                                  =============================================================
(1) These  amounts  represent known certain  payments to participants  under the
    Company's deferred compensation and supplemental retirement plans.

                                      -26-
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 September 30, 2005, 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  September  30,  2005 and  2004,  the  Company  had no  derivative  financial
instruments.

                                      -27-
Liquidity
The  Company's  principal  source of asset  liquidity is federal  funds sold and
marketable  investment  securities  available  for sale.  At September 30, 2005,
federal  funds  sold  and  investment  securities  available  for  sale  totaled
$271,352,000,  representing a decrease of  $14,661,000  (5.1%) from December 31,
2004, and a decrease of $14,715,000 (5.1%) from September 30, 2004. In addition,
the Company generates  additional liquidity from its operating  activities.  The
Company's  profitability  during the first nine  months of 2005  generated  cash
flows from  operations of $22,562,000  compared to $18,248,000  during the first
nine  months  of 2004.  Additional  cash  flows  may be  provided  by  financing
activities,  primarily  the  acceptance of deposits and  borrowings  from banks.
Maturities of investment  securities produced cash inflows of $45,147,000 during
the nine months ended  September 30, 2005 compared to  $62,476,000  for the nine
months ended  September  30, 2004.  During the nine months ended  September  30,
2005, the Company  invested  $35,013,000 and  $155,460,000 in securities and net
loan  growth,   respectively,   compared  to  $39,580,000  and  $145,989,000  in
securities  and net loan growth,  respectively,  during the first nine months of
2004. These changes in investment and loan balances contributed to net cash used
for investing  activities of $149,890,000 during the nine months ended September
30, 2005,  compared to net cash used for investing  activities  of  $126,207,000
during the nine months ended September 30, 2004.  Financing  activities provided
net cash of  $142,922,000  during the nine  months  ended  September  30,  2005,
compared to net cash provided by financing  activities of $91,348,000 during the
nine months ended September 30, 2004.  Increases in deposit balances and Federal
funds borrowed accounted for $89,466,000 and $56,800,000 of financing sources of
funds,  respectively,  during the nine months ended September 30, 2005, compared
to increases in deposit  balances and Federal funds borrowed of $55,318,000  and
$17,800,000,  respectively, during the nine months ended September 30, 2004. The
Company  raised  $20,619,000  through the issuance of junior  subordinated  debt
during the nine months ended September 30, 2004.  Dividends paid used $5,189,000
and  $5,001,000  of cash during the nine  months  ended  September  30, 2005 and
September 30, 2004, respectively. Repurchase of common stock used $2,663,000 and
$2,793,000 of cash during the nine months ended September 30, 2005 and September
30, 2004, respectively.  Also, the Company's liquidity is dependent on dividends
received  from  the  Bank.  Dividends  from  the Bank  are  subject  to  certain
regulatory restrictions.

Item 4.  Controls and Procedures
The Chief Executive  Officer,  Richard Smith,  and the Chief Financial  Officer,
Thomas Reddish, evaluated the effectiveness of the Company's disclosure controls
and  procedures  as of September  30, 2005  ("Evaluation  Date").  Based on that
evaluation,  they  concluded  that  as of  the  Evaluation  Date  the  Company's
disclosure  controls and procedures are effective to allow timely  communication
to them of  information  relating  to the  Company  and the Bank  required to be
disclosed in its filings with the  Securities  and Exchange  Commission  ("SEC")
under  the  Securities  Exchange  Act of  1934,  as  amended  ("Exchange  Act").
Disclosure  controls and  procedures are Company  controls and other  procedures
that are  designed to ensure that  information  required to be  disclosed by the
Company  in the  reports  that it files  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms.

No changes in the Company's  internal control over financial  reporting occurred
during  the first  nine  months of 2005 that have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

                                      -28-
PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

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

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

The following table shows information concerning the common stock repurchased by
the Company  during the third quarter of 2005  pursuant to the  Company's  stock
repurchase  plan  originally  announced on July 31, 2003,  as amended  effective
April 9, 2004,  to conform with the  Company's  two-for-one  stock split paid on
April 30, 2004,  which is discussed in more detail under "Capital  Resources" in
this annual report on Form 10-K:
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
-----------------------------------------------------------------------------------------------------------
July 1-31, 2005        10,000            $21.26                10,000                 148,900
August 1-31, 2005           -              -                        -                 148,900
September 1-30, 2005        -              -                        -                 148,900
-----------------------------------------------------------------------------------------------------------
Total                  10,000            $21.26                10,000                 148,900
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.

     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.

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

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

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

     10.7*     TriCo's 2001 Stock Option Plan,  as amended filed as Exhibit 10.7
               to TriCo's  Quarterly  Report on Form 10-Q for the quarter  ended
               June 30, 2005.

                                      -29-
10.8      Amended  Employment  Agreement  between  TriCo and Richard  Smith
               dated as of August 23, 2005.

     10.9      Tri Counties Bank Executive  Deferred  Compensation Plan restated
               April 1, 1992, and January 1, 2005.

     10.10     Tri  Counties  Bank  Deferred  Compensation  Plan  for  Directors
               effective January 1, 2005.

     10.11     2005 Tri Counties Bank Deferred  Compensation Plan for Executives
               and Directors effective January 1, 2005.

     10.13*    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.

     10.14*    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.

     10.15*    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.

     10.16*    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.

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

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

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

     10.20*    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.

     10.21*    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.

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

     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.

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

                                     TRICO BANCSHARES
                                       (Registrant)

Date:  October 25, 2005              /s/ Thomas J. Reddish
                                     -----------------------------------
                                     Thomas J. Reddish
                                     Executive Vice President and
                                     Chief Financial Officer

                                      -31-
Exhibit 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.

     This Change of Control  Agreement  ("Agreement")  is dated as of August 23,
2005,  and is by and among TRI COUNTIES BANK, a California  banking  corporation
having  its  principal  place  of  business  at 63  Constitution  Drive,  Chico,
California 95973,  TRICO BANCSHARES,  a California  corporation  ("TriCo"),  and
_________________ ("Employee").
     WHEREAS, Tri Counties Bank desires to retain and assure Employee's services
and loyalty  during any pending  Change of Control,  as defined  herein,  and is
willing  to  provide  severance  benefits  in  excess of its  regular  severance
benefits in such event;
     WHEREAS,  Employee  desires to continue in the employ of Tri Counties  Bank
under the terms and subject to the conditions hereinafter set forth.
     NOW, THEREFORE, the parties hereto agree as follows:
     1. TERM OF AGREEMENT.  Unless sooner terminated  pursuant to the provisions
of Section 5 hereof, the initial term of this Agreement shall be for twelve (12)
months.  On  each  one-year  anniversary  of  this  Agreement  thereafter,  this
Agreement  shall  automatically  renew for an  additional  one (1) year  period,
unless  terminated  by either party  ninety (90) days prior to such  anniversary
date;  provided,  however this Agreement may not be terminated  pursuant to this
Section 1 at any time there is a pending or  threatened  "Change of Control" (as
defined herein).
     2.  DUTIES OF  EMPLOYMENT.  Employee  hereby  agrees to devote his full and
exclusive  time and  attention to the business of Tri Counties  Bank,  TriCo and
their subsidiaries (collectively,  "Employer"), to faithfully perform the duties
assigned to him by the Board of  Directors  consistent  with his office,  and to
conduct himself in such a way as shall best serve the interests of Employer.
     3. CHANGE OF CONTROL.
          3.1 In the event of a Change of Control of  Employer  and in the event
     that,  within  one year  following  the  Change  of  Control,  either:  (i)
     Employee's  employment is terminated by Employer  other than for "cause" as
     defined in Section 5.2, or (ii) Employee  terminates  his  employment  with
     Employer  after a  substantial  and  material  negative  change  occurs  in
     Employee's title,  compensation and/or  responsibilities,  then, subject to
     the  provisions of Section 3.3,  Employee  shall be entitled to receive his
     salary at the rate then in effect for a period of  twenty-four  (24) months
     following  the  occurrence  of the events set forth  herein,  as well as an
     amount equal to 200% of the annual  bonuses earned by Employee for the last
     complete calendar year or year of employment, whichever is greater, paid in
     twenty-four equal monthly installments; provided, however, that the present
     value of said  payments  shall  not be more  than two  hundred  ninety-nine
     percent (299%) of Employee's compensation as defined by Section 280G of the
     Internal  Revenue Code of 1954, as amended.  Employer  shall be relieved of
     its  obligation to make payments  under this Section 3.1 if, at the time it
     is  to  make  such  payment,   it  is  insolvent,   in  conservatorship  or
     receivership,  is in a troubled condition, is operating under a supervisory
     agreement with any regulatory agency having jurisdiction,  has been given a
     financial  soundness rating of "4" or "5," or is subject to a proceeding to
     terminate or suspend federal deposit insurance.
          3.2 For purposes of this Agreement,  a "Change of Control" of Employer
     shall occur:
               (a) upon  Employer's  knowledge  that any person (as such term is
          used in Section 13(d) and 14(d)(2) of the  Securities  Exchange Act of
          1934, as amended) is or becomes "the beneficial  owner" (as defined in
          Rule 13d-3 of the Exchange  Act),  directly or  indirectly,  of shares
          representing  40% or more of the  combined  voting  power  of the then
          outstanding securities of Employer; or
               (b) upon the  first  purchase  of the  common  stock of  Employer
          pursuant  to a tender  or  exchange  offer  (other  than a  tender  or
          exchange offer made by Employer); or
               (c) upon the approval by the stockholders of Employer of a merger
          or  consolidation  (other  than a  merger  of  consolidation  in which
          Employer is the surviving corporation and which does not result in any
          reclassification  or  reorganization  of Employer's  then  outstanding
          securities),  a sale or disposition of all or substantially all of the
          assets  of  Employer,  or a plan  of  liquidation  or  dissolution  of
          Employer; or
(d) if, during any period of two consecutive  years,  individuals
          who at the beginning of such period  constitute the Board of Directors
          of  Employer  cease for any reason to  constitute  at least a majority
          thereof,  unless the  election or  nomination  for the election by the
          stockholders  of Employer of each new  director was approved by a vote
          of at least  two-thirds of the directors then still in office who were
          directors at the beginning of the period.
          3.3 Anything in this Agreement to the contrary notwithstanding,  prior
     to the payment of any  compensation  or benefits  payable under Section 3.1
     hereof,  the  certified  public  accountants  of  Employer  who  served  as
     accountants immediately prior to a Change of Control (the "Certified Public
     Accountants")  shall  determine as promptly as  practical  and in any event
     within 20 business days  following a Change of Control  whether any payment
     or distribution by Employer to or for the benefit of Employee (whether paid
     or payable or  distributed or  distributable  pursuant to the terms of this
     Agreement,  any other  agreements or  otherwise)  (a "Payment")  would more
     likely than not be  nondeductible  by Employer for Federal income  purposes
     because of section  280G of the Internal  Revenue Code of 1986,  as amended
     (the  "Code"),  and if it is, then the  aggregate  present value of amounts
     payable or distributable to or for the benefit of Employee pursuant to this
     Agreement  (such payments or  distributions  pursuant to this Agreement are
     thereinafter referred to as "Agreement Payments") shall be reduced (but not
     below zero) to the Reduced  Amount.  For  purposes of this Section 3.3, the
     "Reduced  Amount"  shall be an amount  expressed  in present  value,  which
     maximizes the aggregate present value of Agreement Payments without causing
     any payment to be nondeductible by Employer because of said Section 280G of
     the Code.
          If under this Section the Certified Public Accountants  determine that
     any payment would more likely than not be nondeductible by Employer because
     of Section 280G of the Code,  Employer shall promptly give Employee  notice
     to the effect and a copy of the  detailed  calculation  thereof  and of the
     Reduced Amount,  and the Employee may then elect,  in his sole  discretion,
     which and how much of the Agreement Payments or any other payments shall be
     eliminated or reduced (as long as after such election the aggregate present
     value of the Agreement  Payments or any other  payments  equals the Reduced
     Amount), and shall advise the Employer in writing of his election within 20
     business  days of his  receipt of notice.  If no such  election  is made by
     Employee  within such 20-day period,  Employer may elect which and how much
     of the  Agreement  Payments or any other  payments  shall be  eliminated or
     reduced (as long as after such election the aggregate  present value of the
     Agreement  Payments  equals the Reduced  Amount) and shall notify  Employee
     promptly of such election.  For purposes of this Section 3.3, present value
     shall be determined in accordance with Section  280G(d)(4) of the Code. All
     determinations  made by the Certified Public  Accountants  shall be binding
     upon Employer and Employee and the payment to Employee shall be made within
     20 days of a Change of Control.  Employer may suspend for a period of up to
     30 days after a Change of Control  the  Payment  and any other  payments or
     benefits due to Employee until the Certified Public  Accountants finish the
     determination and Employee (or Employer,  as the case may be) elects how to
     reduce the  Agreement  Payments or any other  payments,  if  necessary.  As
     promptly as  practicable  following  such  determination  and the elections
     hereunder,  Employer  shall pay to or  distribute  to or for the benefit of
     Employee such amounts as are then due to Employee under this Agreement.
          As a result of the  uncertainty in the  application of Section 280G of
     the Code,  it is possible  that  Agreement  Payments  may have been made by
     Employer,  which should not have been made  ("Overpayment"),  in each case,
     consistent  with the  calculation of the Reduced Amount  hereunder.  In the
     event that the Certified Public Accountants,  based upon the assertion of a
     deficiency by the Internal  Revenue  Service  against  Employer or Employee
     which said Certified Public  Accountants  believe has a high probability of
     success, determines that an Overpayment has been made, any such Overpayment
     shall be treated  for all  purposes as a loan to  Employee  which  Employee
     shall repay to Employer  together with interest at the  applicable  Federal
     rate provided for in Section 7872(f)(2)(A) of the Code; provided,  however,
     that no amount  shall be  payable by  Employee  to  Employer  in and to the
     extent  such  payment  would not  reduce  the  amount  which is  subject to
     taxation  under  Section 4999 of the Code.  In the event that the Certified
     Public  Accountants,  based upon controlling  precedent,  determine that an
     Underpayment has occurred,  any such Underpayment shall be promptly paid by
     Employer to or for the benefit of Employee  together  with  interest at the
     applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.
3.4 Continuing Obligations. The triggering of this Section 3 shall not
     relieve  Employee  or  Employer  of  their  obligations   pursuant  to  the
     provisions of Section 4 hereof, which contains  independent  agreements and
     obligations.
     4. COVENANT TO PROTECT TRADE SECRETS.
          4.1 The parties hereto recognize that the services performed and to be
     performed  by  Employee  are  special and unique and that by reason of this
     employment Employee has acquired and will continue to acquire  confidential
     information  regarding the strategic plans,  business plans, trade secrets,
     policies,  finances,  customers  and other  business  affairs  of  Employer
     (collectively "Trade Secrets").  Employee hereby agrees not to divulge such
     Trade Secrets to anyone,  either during his employment with Employer or for
     a period of three (3) years  following the  termination of his  employment.
     Employee  further  agrees  that all  memoranda,  notes,  records,  reports,
     letters,  and other documents made,  compiled,  received,  held, or used by
     Employee while employed by Employer concerning any phase of the business of
     Employer shall be Employer's property and shall be delivered by Employee to
     Employer on the  termination of his  employment,  or at any earlier time on
     the request of the Board of Directors.
          4.2 Employee and Employer agree that in  consideration  of the payment
     of  the  amounts  payable  to  Employee  hereunder,  Employee  specifically
     covenants to comply with all of the restrictions and obligations  contained
     in this  Section 4 except as  otherwise  specifically  provided for herein.
     Employee  and  Employer   further  agree  that  they  have   discussed  the
     restrictions and obligations contained in this Section 4 and stipulate that
     they are reasonable.
          4.3 The agreement of Employee  regarding the  provisions  contained in
     this  Section  4  shall  be  enforceable  both  at law  and in  equity,  by
     injunction and otherwise; and the rights and remedies of Employer hereunder
     with respect  thereto shall be cumulative and not alternative and shall not
     be exhausted by any one or more uses thereof.

     5. TERMINATION.
     This Agreement is terminable as follows:
          5.1  By  Employer,   upon  the   voluntary   retirement  or  voluntary
     resignation of Employee,  or upon the death or permanent physical or mental
     disability of Employee. (For purposes hereof,  permanent physical or mental
     disability  shall be deemed to have occurred when Employee has been unable,
     with reasonable  accommodation,  to perform the essential  functions of his
     job (i) for a period of six (6)  consecutive  months or (ii) on 80% or more
     of the normal working days during any nine (9) consecutive months.)
          5.2 By Employer,  effective  immediately upon providing  Employee with
     notice of his dismissal, for "cause," which shall mean:
               1  Employee's   dishonesty,   disloyalty,   willful   misconduct,
          dereliction  of duty or  conviction  of a felony  or other  crime  the
          subject matter of which is related to his duties for Employer;
               2  Employee's  commission  of an act of fraud or bad  faith  upon
          Employer;
               3 Employee's willful misappropriation of any funds or property of
          Employer; or
               4  Employee's  willful,  continued  and  unreasonable  failure to
          perform his duties or obligations under this Agreement.
          5.3 By  Employer,  upon  ninety  (90)  days  prior  written  notice to
     Employee,  not for cause (as defined in Section  5.2);  provided,  however,
     this  Agreement may not be  terminated  pursuant to this Section 5.3 at any
     time there is a pending or threatened Change of Control of Employer.
     6. SCOPE OF AGREEMENT: WAIVERS AND AMENDMENTS.
     The scope of this Agreement is limited to the specific provisions set forth
herein and is not  intended to  encompass  all the terms and  conditions  of the
relationship  between  Employee  and  Employer  and any and all matters  related
thereto.  The  effects  of  the  termination  of  Employee's   employment  under
circumstances other than after a Change of Control and as specifically set forth
herein  shall be subject  to the  policies  of  Employer  and any other  written
agreement between Employee and Employer.  Neither this Agreement nor any term or
condition hereof, including without limitation, the terms and conditions of this
Section,  may be waived or modified  in whole or in part as against  Employer or
Employee,  as the  case  may be,  except  by  written  instrument  signed  by an
authorized  officer of Employer  and by Employee,  expressly  stating that it is
intended to operate as a waiver or modification of this Agreement,  and any such
written  waiver by either party of a breach of any  provision of this  Agreement
shall not operate or be construed as a waiver of any subsequent breach hereof.
7. NOTICE.
     Any notice hereunder shall be in writing and shall be deemed effective five
(5) days after it has been mailed,  by certified  mail,  in the case of Employer
addressed to the address above written,  or such other address as Employee knows
to be the then corporate  office of Employer,  to the attention of the President
of Employer and, in the case of Employee,  to Employee's address as contained in
the  personnel  records  of  Employer.  Either  party may from time to time,  in
writing by certified mail, designate another address,  which shall become his or
its effective address for the purposes of this Section 7.
     8. SEVERABILITY.
     If any term or provision of this  Agreement or the  application  thereof to
any  person,  property  or  circumstance  shall  to any  extent  be  invalid  or
unenforceable,  the remainder of this Agreement or the  application of such term
or provision to persons,  property or circumstances other than those as to which
it is invalid or  unenforceable,  shall not be effected  thereby,  and each term
provision of this  Agreement  shall be valid and enforced to the fullest  extent
permitted by law.
     9. NO RESTRICTIONS.
     Employee hereby  represents and warrants that he is not now and will not be
subject to any agreement,  restriction,  lien,  encumbrance,  or right, title or
interest  in any one of the  foregoing,  limiting  in any way the  scope of this
Agreement or in any way inconsistent with this Agreement.
     10. NO ASSIGNMENT: BINDING EFFECT.
     This Agreement  shall be binding upon and inure to the benefit of Employer,
its  successors  or assigns.  Except as to the  obligation of Employee to render
personal services which shall be non-assignable, this Agreement shall be binding
upon and inure to the heirs, executors, administrators, and assigns of Employee.
     11. ARBITRATION.
     EXCEPT AS TO ANY  ACTION  BROUGHT TO ENFORCE  THE  PROVISIONS  OF SECTION 4
ABOVE,  ANY  CONTROVERSY,  DISPUTE OR CLAIM  ARISING  OUT OF OR  RELATING TO THE
TERMINATION  OF THE  EMPLOYEE'S  EMPLOYMENT,  AND  THE  INTERPRETATION  OF  THIS
AGREEMENT,   AND  ANY  AND  ALL  CLAIMS   INCLUDING  ANY  STATUTORY   CLAIMS  OF
DISCRIMINATION,  SHALL BE RESOLVED BY BINDING  ARBITRATION  UNDER THE EMPLOYMENT
DISPUTE RESOLUTION RULES OF THE AMERICAN ARBITRATION  ASSOCIATION  PROVISIONS OF
THE FEDERAL UNIFORM ARBITRATION ACT.
     The parties agree that arbitration  shall be the exclusive forum to resolve
any and all claims between the parties, their agents and employees regarding the
termination  of  employment,  or of this  Agreement,  including  any  claims  of
discrimination under any state or federal statute, wrongful discharge theory, or
any other claim  whether  based on specific  state or federal  statute or common
law.
     ANY CLAIM MADE UNDER THIS  PROVISION MAY BE SUBMITTED IN WRITING  WITHIN 60
DAYS AFTER THE  TERMINATION OF EMPLOYMENT OR THIS  AGREEMENT.  THE WRITTEN CLAIM
MUST DETAIL THE FACTS WHICH  SUPPORT THE CLAIM ALONG WITH ANY LEGAL  THEORIES OR
STATUS UPON WHICH THE CLAIM IS BASED.
     The parties  agree to abide by any  determination  of the  arbitrator as to
which party is to be responsible  for the costs and attorneys'  fees in any such
proceeding.  It is agreed that the  arbitrator  shall be  empowered  to hear all
legal and equitable claims, including claims for discrimination.  The arbitrator
shall be governed by the law  applicable  to any claims  based upon any state or
federal  statute,  and will also be empowered to award any remedies  appropriate
under any such statutes.
     This provision shall survive the  termination of Employee's  employment and
this Agreement.
     12. HEADINGS.
     The  captions  and  headings   contained  herein  have  been  inserted  for
convenience or reference only and shall not affect the meaning or interpretation
of this Agreement.
     13. GOVERNING LAW AND CHOICE OF FORUM.
     This Agreement  shall be construed and enforced in accordance with the laws
of the State of California  and shall be enforced in the State or Federal Courts
sitting in California.

                                ------------------------------------------------
TRICO BANCSHARES
TRI COUNTIES BANK
                           By:
                                ------------------------------------------------
Exhibit 10.8

Amended  Employment  Agreement  between TriCo and Richard Smith dated August 23,
2005.

     This  AMENDED  EMPLOYMENT  AGREEMENT  ("Agreement")  is entered  into as of
August 23, 2005 between  TRICO  BANCSHARES  ("EMPLOYER"),  having its  principal
place of business at 63 Constitution Drive, Chico,  California 95926 and Richard
P. Smith  ("Employee"),  and replaces in its entirety the  Employment  Agreement
dated April 20, 2004, between EMPLOYER and Employee.

                                   WITNESSETH

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

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

     1. EMPLOYMENT

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

     2. TERM OF AGREEMENT

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

     3. COMPENSATION

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

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

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

          3.3   Stock Options.  Employee  will be  granted options  annually  to
     purchase shares of TRICO BANCSHARES  ("TRICO") common stock pursuant to and
     under the terms of TRICO's  stock  option  plans in amounts  determined  by
     EMPLOYER's Compensation Committee.
3.4   Employee  Benefits. In  addition  to the above,  EMPLOYER  shall
     provide Employee with the following:

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

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

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

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

     4. EARLY TERMINATION OF EMPLOYMENT

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

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

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

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

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

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

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

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

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

          (b)  the voluntary retirement of the Employee; or

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

     5. RIGHTS UPON EARLY TERMINATION OF EMPLOYMENT

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

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

     6. CHANGE OF CONTROL

          6.1   Benefits. In the event of a Change of Control of EMPLOYER and in
     the event that,  within one year  following the Change of Control,  either:
     (i) Employee's  employment is terminated by EMPLOYER other than for "cause"
     as defined in Section 5.2, or (ii) Employee  terminates his employment with
     EMPLOYER  after a  substantial  and  material  negative  change  occurs  in
     Employee's title,  compensation and/or  responsibilities,  then, subject to
     the  provisions of Section 6.3,  Employee  shall be entitled to receive his
     salary at the rate then in effect for a period of  twenty-four  (24) months
     following  the  occurrence  of the events set forth  herein,  as well as an
     amount equal to 200% of the annual  bonuses earned by Employee for the last
     complete calendar year or year of employment, whichever is greater, paid in
     twenty-four equal monthly installments; provided, however, that the present
     value of said  payments  shall  not be more  than two  hundred  ninety-nine
     percent (299%) of Employee's compensation as defined by Section 280G of the
     Internal  Revenue Code of 1954, as amended.  EMPLOYER  shall be relieved of
     its  obligation to make payments  under this Section 6.1 if, at the time it
     is  to  make  such  payment,   it  is  insolvent,   in  conservatorship  or
     receivership,  is in a troubled condition, is operating under a supervisory
     agreement with any regulatory agency having jurisdiction,  has been given a
     financial  soundness rating of "4" or "5," or is subject to a proceeding to
     terminate or suspend federal deposit insurance.

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

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

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

               (c) upon the approval by the stockholders of EMPLOYER of a merger
          or  consolidation  (other  than a  merger  of  consolidation  in which
          EMPLOYER is the surviving corporation and which does not result in any
          reclassification  or  reorganization  of EMPLOYER's  then  outstanding
          securities),  a sale or  disposition  of all or  substantially  all of
          EMPLOYER's  assets,  or  a  plan  of  liquidation  or  dissolution  of
          EMPLOYER; or
(d) if, during any period of two consecutive  years,  individuals
          who at the beginning of such period  constitute the Board of Directors
          of  EMPLOYER  cease for any reason to  constitute  at least a majority
          thereof,  unless the  election or  nomination  for the election by the
          stockholders  of EMPLOYER of each new  director was approved by a vote
          of at least  two-thirds of the directors then still in office who were
          directors at the beginning of the period.

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

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

     As a result of the  uncertainty  in the  application of Section 280G of the
Code, it is possible that Contract Payments may have been made by EMPLOYER which
should not have been made  ("Overpayment"),  in each case,  consistent  with the
calculation  of the Reduced  Amount  hereunder.  In the event that the Certified
Public  Accountants,  based upon the  assertion of a deficiency  by the Internal
Revenue  Service  against  EMPLOYER  or  Employee  which said  Certified  Public
Accountants  believe  has a high  probability  of  success,  determines  that an
Overpayment  has been  made,  any such  Overpayment  shall  be  treated  for all
purposes as a loan to Employee which  Employee shall repay to EMPLOYER  together
with  interest  at  the   applicable   Federal  rate  provided  for  in  Section
7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by
Employee  to EMPLOYER  in and to the extent  such  payment  would not reduce the
amount which is subject to taxation under Section 4999 of the Code. In the event
that  the  Certified  Public  Accountants,  based  upon  controlling  precedent,
determine that an  Underpayment  has occurred,  any such  Underpayment  shall be
promptly  paid by  EMPLOYER  to or for the  benefit of  Employee  together  with
interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of
the Code.
6.4   Continuing Obligations. The  triggering of  this Section 6 shall
     not relieve Employee or EMPLOYER  of their  obligations   pursuant  to  the
     provisions of Section 7 hereof, which contains  independent  agreements and
     obligations.

     7. COVENANTS

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

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

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

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

     8. ENTIRE AGREEMENT: WAIVERS AND AMENDMENTS

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

     9. NOTICE

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

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

     11. NO RESTRICTIONS

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

     12. NO ASSIGNMENT: BINDING EFFECT

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

     13. ARBITRATION

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

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

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

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

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

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

     15. GOVERNING LAW AND CHOICE OF FORUM

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

                                             EMPLOYEE

                                             /s/ Richard P. Smith
                                             -----------------------------------
                                             Richard P. Smith

ATTEST:

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

                                             TRICO BANCSHARES

                                      By:    /s/ William J. Casey
                                             -----------------------------------
                                             William J. Casey, Chairman of
                                             the Board

ATTEST:

/s/ Thomas J. Reddish
---------------------------------
Thomas J. Reddish, Vice President
& CFO
Exhibit 10.9

Tri Counties Bank Executive  Deferred  Compensation Plan restated April 1, 1992,
and January 1, 2005

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

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

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT                                 9
4.1 Accounts                                                              9
4.2 Elective Deferred Compensation                                        9
4.3 Employer Discretionary Contributions                                 10
4.4 Qualified Plan Make-Up Credit                                        10
4.5 Interest                                                             10
4.6 Determination of Accounts                                            10
4.7 Vesting of Accounts                                                  10
4.8 Disability                                                           11
4.9 Statement of Accounts                                                11
TABLE OF CONTENTS
                                                                        PAGE
ARTICLE V--PLAN BENEFITS                                                 11
5.1 Plan Benefit                                                         11
5.2 Death Benefit                                                        11
5.3 Hardship Distributions                                               11
5.4 Accelerated Distribution                                             11
5.5 Form of Benefit Payment                                              11
5.6 Withholding; Payroll Taxes                                           12
5.7 Commencement of Payments                                             12
5.8 Payment to Guardian                                                  12

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

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

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

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

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

10.11 Notice                                                             16
10.12 Successors                                                         17

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

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                   RESTATED APRIL 1, 1992 AND JANUARY 1, 2005

This restatement of the Tri Counties Bank Executive Deferred  Compensation Plan,
effective January 1, 2005 applies only to those Participants in the Plan who are
actively  employed by the TriCo  Bancshares or its affiliates or subsidiaries as
of this date.  Any  retired  Participant  in this Plan will  continue to receive
benefits pursuant to the terms of the Plan as restated on April 1, 1992.

                               ARTICLE I--PURPOSE

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

ARTICLE II--DEFINITIONS

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

2.1        Actuarial Equivalent

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

2.2        Account

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

2.3        Beneficiary

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

2.4        Board

     "Board" means the Board of Directors of the Employer.
2.5       Change in Control

     A "Change in Control" shall occur:

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

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

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

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

2.6        Committee

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

2.7        Compensation

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

2.8        Deferral Commitment

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

2.9        Deferral Period

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

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

2.11       Disability

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

2.12       Distribution Election

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

2.13       Elective Deferred Compensation

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

2.14       Employer

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

2.15       Financial Hardship

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

2.16       Base Interest Rate

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

2.17        Bonus Interest Rate

     Until December 31, 2008, the term "Bonus Interest Rate" means, with respect
to any calendar  month,  the monthly  equivalent of three (3) percentage  points
greater than the annual yield of the Moody's Average  Corporate Bond Yield Index
for the preceding calendar month as published by Moody's Investor Service,  Inc.
(or any  successor  thereto)  or,  if  such  index  is no  longer  published,  a
substantially  similar  index  selected  by the  Board.  Thereafter,  the  Bonus
Interest  Rate applied to the Account  balance  shall be defined as: the monthly
equivalent  of one (1)  percentage  points  greater than the annual yield of the
Moody's Average  Corporate Bond Yield Index for the preceding  calendar month as
published by Moody's Investor  Service,  Inc. (or any successor  thereto) or, if
such index is no longer published, a substantially similar index selected by the
Board. The Bonus Interest Rate shall be applied to all deferrals of compensation
made under this Plan provided the Executive is employed by the Bank.
2.18       Participant

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

2.19       Plan Benefit

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

2.20       Qualified Plans

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

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1        Eligibility and Participation

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

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

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

3.2        Form of Deferral; Minimum Deferral

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

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

3.3        Limitation on Deferral

     A  Participant   may  defer  up  to  one  hundred  percent  (100%)  of  the
Participant's  Compensation  until  December  31,  2004.  Thereafter,  no future
deferrals of compensation shall be permitted under this Plan.
3.4        Modification of Deferral Commitment

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

3.5        Change in Employment Status

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

3.6        Involuntary Termination

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

    (a)   Gross negligence or gross neglect

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

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

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

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1        Accounts

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

4.2        Elective Deferred Compensation

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

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

4.4        Qualified Plan Make-Up Credit

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

               (a) The amount which would have been contributed to the Qualified
          Plans if no deferrals had been made under this Plan; and
               (b) The amounts  actually  contributed to the Qualified Plans for
          such Participant.

4.5        Interest

     Beginning  September 1, 1987, the Accounts  shall be credited  monthly with
interest  earned based on the Bonus  Interest Rate  specified in Section 2.17 if
the  Participant  is employed by the Bank or the Base Interest Rate specified in
Section  2.16 if the  Participant  is no longer  employed by the Bank.  Interest
earned shall be calculated as of each  Determination Date based upon the average
daily balance of the Account since the preceding Determination Date and shall be
credited to the Participant's Account at that time.

4.6        Determination of Accounts

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

4.7        Vesting of Accounts

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

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

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

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

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

4.9        Statement of Accounts

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

ARTICLE V--PLAN BENEFITS

5.1        Plan Benefit

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

5.2        Death Benefit

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

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

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

5.3        Hardship Distributions

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

5.4        Accelerated Distribution

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

5.5        Form of Benefit Payment

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

               (b) A period certain annuity  calculated  based on the balance of
          the  Account and the average  Base  Interest  Rate for the twelve (12)
          months  immediately prior to the Retirement Date of either sixty (60),
          one hundred twenty (120) or one hundred  eighty (180) months  duration
          as specified by the Participant on the Distribution Election.

               (c) Any other method  which is the  Actuarial  Equivalent  of the
          Participant's Account balance.

5.6        Withholding; Payroll Taxes

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

5.7        Commencement of Payments

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

5.8        Payment to Guardian

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

                       ARTICLE VI--BENEFICIARY DESIGNATION

6.1        Beneficiary Designation

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

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

6.3        No Beneficiary Designation

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

6.4        Effect of Payment

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

ARTICLE VII--ADMINISTRATION

7.1        Committee; Duties

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

7.2        Agents

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

7.3        Binding Effect of Decisions

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

7.4        Indemnity of Committee

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

8.1        Claim

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

8.2        Denial of Claim

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

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

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

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

8.3        Review of Claim

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

8.4        Final Decision

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

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN

9.1        Amendment

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

9.2        Employer's Right to Terminate

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

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

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

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

ARTICLE X--MISCELLANEOUS

10.1       Unfunded Plan

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

10.2       Unsecured General Creditor

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

10.3       Trust Fund

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

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

10.5       Not a Contract of Employment

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

10.6       Protective Provisions

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

10.7       Terms

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

10.8       Captions

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

10.9       Governing Law

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

10.10      Validity

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

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

10.12      Successors

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

This Amendment is made and effective as of January 1, 2005.

TRI COUNTIES BANK and TRICO BANCSHARES

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

By:
    -----------------------------------------
            Secretary
EXHIBIT 1

Deferral Commitment Agreement
The 1987 Tri Counties Bank Executive Deferred Compensation Plan
(as restated January 1, 2005)
--------------------------------------------------------------------------------

No Deferrals May be Made Under This Plan After 12/31/04

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

I acknowledge  that I have been offered an  opportunity  to  participate  in the
Deferred  Compensation  Plan (the "Plan").  I will  participate  in the Plan and
irrevocably authorize the Bank to make the appropriate deductions,  as indicated
on this  Agreement  from my  compensation.  Capitalized  terms in this Agreement
shall  have the same  meanings  as defined in the Tri  Counties  Bank  Executive
Deferred Compensation Plan as restated January 1, 2005).

                                DEFERRAL ELECTION

                    I elect to participate in the Plan as follows:

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

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

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

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

ACKNOWLEDGED AND ACCEPTED:

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

-------------------------------------            -------------------------------
Signature of Bank Officer    Date                          Print Name
EXHIBIT 2

Distribution Election
The 1987 Tri Counties Bank Executive Deferred Compensation Plan
(as restated January 1, 2005)

Pursuant to the Provisions of the Plan (as restated  effective January 1, 2005),
I hereby elect to have the balance in my Deferred  Compensation  Account paid to
me as designated below:

               In lump sum on __________ (insert date).
------

               In an annuity  payable in sixty (60) equal  monthly  installments
------         commencing  __________  (insert  date)  calculated at the time of
               distribution  based  on the  average  Base  Interest  Rate in the
               twelve months immediately preceding the commencement of payments.

               In an annuity  payable in one hundred  twenty (120) equal monthly
------         installments  commencing  __________  (insert date) calculated at
               the time of distribution  based on the average Base Interest Rate
               in the twelve months  immediately  preceding the  commencement of
               payments.

               In an annuity  payable in one hundred  eighty (180) equal monthly
------         installments  commencing  __________  (insert date) calculated at
               the time of distribution  based on the average Base Interest Rate
               in the twelve months immediately preceding the commencement

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

Dated:                 ,
       ----------------
EXHIBIT 3

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

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

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

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

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

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

B.       Estate as a Primary Designation:

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

C.       Trust as a Primary Designation:

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

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

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

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

II.     SECONDARY (CONTINGENT) DESIGNATION

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

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

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

B.       Estate as a Secondary (Contingent) Designation:

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

C.       Trust as a Secondary (Contingent) Designation:

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

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

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

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

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

---------------------------------------                   ----------------------
Participant Signature                                              Date
Exhibit 10.10

Tri Counties Bank Deferred  Compensation Plan for Directors effective January 1,
2005.

                                TABLE OF CONTENTS

                                                                        PAGE

ARTICLE I--PURPOSE                                                        5

ARTICLE II--DEFINITIONS                                                   5

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

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

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT                                 9

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

                                                                        PAGE

ARTICLE V--PLAN BENEFITS                                                 10

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

ARTICLE VI--BENEFICIARY DESIGNATION                                      12

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

ARTICLE VII--ADMINISTRATION                                              12

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

ARTICLE VIII--CLAIMS PROCEDURE                                           13

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

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN                            14

     9.1 Amendment                                                       14
     9.2 Employer's Right to Terminate                                   14
TABLE OF CONTENTS

                                                                        PAGE

ARTICLE X--MISCELLANEOUS                                                 14

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

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

                    DEFERRED COMPENSATION PLAN FOR DIRECTORS

This  restatement  of the Tri  Counties  Bank  Deferred  Compensation  Plan  for
Directors,  effective January 1, 2005 applies only to those  Participants in the
Plan  who  serve  as  Directors  of  TriCo   Bancshares  or  its  affiliates  or
subsidiaries as of this date. Any retired Participant in this Plan will continue
to  receive  benefits  pursuant  to the terms of the Plan as adopted on April 1,
1992.

ARTICLE I--PURPOSE

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

ARTICLE II--DEFINITIONS

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

2.1       Actuarial Equivalent

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

2.2       Account

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

2.3       Beneficiary

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

2.4       Board

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

2.5       Change in Control

     A "Change in Control" shall occur:

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

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

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

2.6       Committee

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

2.7       Compensation

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

2.8       Deferral Commitment

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

2.9       Deferral Period

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

2.10      Determination Date

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

2.11      Disability

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

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

2.13      Elective Deferred Compensation

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

2.14      Financial Hardship

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

2.15      Base Interest Rate

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

2.16      Bonus Interest Rate

     Until December 31, 2008, the term "Bonus Interest Rate" means, with respect
to any calendar  month,  the monthly  equivalent of three (3) percentage  points
greater than the annual yield of the Moody's Average  Corporate Bond Yield Index
for the preceding calendar month as published by Moody's Investor Service,  Inc.
(or any  successor  thereto)  or,  if  such  index  is no  longer  published,  a
substantially  similar  index  selected  by the  Board.  Thereafter,  the  Bonus
Interest  Rate applied to the Account  balance  shall be defined as: the monthly
equivalent  of one (1)  percentage  points  greater than the annual yield of the
Moody's Average  Corporate Bond Yield Index for the preceding  calendar month as
published by Moody's Investor  Service,  Inc. (or any successor  thereto) or, if
such index is no longer published, a substantially similar index selected by the
Board. The Bonus Interest Rate shall be applied to all deferrals of compensation
made under this Plan provided the  Participant  continues to serve as a Director
of the Bank.

2.17      Participant

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

2.18      Plan Benefit

          "Plan Benefit" means the benefit payable to a Participant as
calculated in Article V.
ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1       Eligibility and Participation

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

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

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

3.2       Form of Deferral; Minimum Deferral

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

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

3.3       Limitation on Deferral

     Until December 31, 2004, a Participant  may defer up to one hundred percent
(100%) of the  Participant's  Compensation  to the Plan.  Thereafter,  no future
deferrals of Compensation can be made to this Plan.

3.4       Modification of Deferral Commitment

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

3.5       Involuntary Removal

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

          (a)  Gross negligence or gross neglect

          (b)  The  commission  of a  felony,  misdemeanor,  or  any  other  act
               involving  moral  turpitude,  fraud,  or  dishonesty  which has a
               material adverse impact on the Bank.
(c)  The willful and intentional disclosure, without authority, of any
               secret or confidential  information concerning the Bank which has
               a material adverse impact on the Bank.

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

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1       Accounts

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

4.2       Elective Deferred Compensation

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

4.3       Employer Discretionary Contributions

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

4.4       Interest

     Beginning  April 1, 1992,  the  Accounts  shall be  credited  monthly  with
interest  earned based on the Bonus  Interest Rate  specified in Section 2.16 if
the  Participant  continues  to  serve  as a  Director  of the  Bank or the Base
Interest  Rate  specified  in  Section  2.15 if the  Participant  is no longer a
Director  of  the  Bank.   Interest  earned  shall  be  calculated  as  of  each
Determination Date based upon the average daily balance of the Account since the
preceding  Determination Date and shall be credited to the Participant's Account
at that time.

4.5       Determination of Accounts

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

4.6       Vesting of Accounts

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

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

4.7       Statement of Accounts

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

ARTICLE V--PLAN BENEFITS

5.1       Plan Benefit

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

5.2       Death Benefit

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

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

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

5.3       Hardship Distributions

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

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

5.5       Form of Benefit Payment

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

               (a) A single sum  amount  which is equal to the  Account  balance
          payable.

               (b) A period certain annuity  calculated  based on the balance of
          the  Account and the average  Base  Interest  Rate for the twelve (12)
          months  immediately prior to the Retirement Date of either sixty (60),
          one hundred twenty (120) or one hundred  eighty (180) months  duration
          as specified by the Participant on the Distribution Election.

               (c) Any other method  which is the  Actuarial  Equivalent  of the
          Participant's  Account balance.  The basic and alternative  methods of
          payment are as follows:

5.6       Withholding Payroll Taxes

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

5.7       Commencement of Payments

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

5.8       Payment to Guardian

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

6.1       Beneficiary Designation

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

6.2       Amendments

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

6.3       No Beneficiary Designation

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

6.4       Effect of Payment

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

                           ARTICLE VII--ADMINISTRATION

7.1       Committee; Duties

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

7.2       Agents

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

7.3       Binding Effect of Decisions

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

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

ARTICLE VIII--CLA1MS PROCEDURE

8.1       Claim

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

8.2       Denial of Claim

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

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

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

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

8.3       Review of Claim

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

8.4       Final Decision

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

9.1       Amendment

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

9.2       Bank's Right to Terminate

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

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

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

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

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

                            ARTICLE X--MISCELLANEOUS

10.1      Unfunded Plan

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

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

10.3      Trust Fund

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

10.4      Nonassignability

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

10.5      Not a Contract of Employment

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

10.6      Protective Provisions

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

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

10.8      Captions

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

10.9      Governing Law

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

10.10     Validity

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

10.11     Notice

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

10.12     Successors

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

                                             TRICO BANCSHARES

                                       By:
                                          --------------------------------------
                                              Chairman

                                       By:
                                          --------------------------------------
                                              Secretary

                                    Dated:
                                          ------------------------
EXHIBIT 1

Deferral Commitment Agreement
The 1992 Tri Counties Bank Deferred Compensation Plan for Directors
(as restated January 1, 2005)
--------------------------------------------------------------------------------

No Deferrals May be Made Under This Plan After 12/31/04

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

I acknowledge  that I have been offered an  opportunity  to  participate  in the
Deferred  Compensation  Plan (the "Plan").  I will  participate  in the Plan and
irrevocably authorize the Bank to make the appropriate deductions,  as indicated
on this  Agreement  from my  compensation.  Capitalized  terms in this Agreement
shall  have the same  meanings  as  defined in the Tri  Counties  Bank  Deferred
Compensation Plan for Directors as restated January 1, 2005).

                                DEFERRAL ELECTION

                          I elect to participate in the Plan as follows:

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

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

ACKNOWLEDGED AND ACCEPTED:

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

----------------------------------------      ----------------------------------
Signature of Participant      Date            Signature of Bank Officer     Date
EXHIBIT 2

Distribution Election
The 1992 Tri Counties Bank Deferred Compensation Plan for Directors
(as restated January 1, 2005)

Pursuant to the Provisions of the Plan (as restated  effective January 1, 2005),
I hereby elect to have the balance in my Deferred  Compensation  Account paid to
me as designated below:

                    In Lump sum on __________ (insert date).
------

                    In  an  annuity   payable   in  sixty  (60)  equal   monthly
------              installments  commencing __________ (insert date) calculated
                    at the  time  of  distribution  based  on the  average  Base
                    Interest Rate in the twelve months immediately preceding the
                    commencement of payments.

                    In an annuity  payable in one  hundred  twenty  (120)  equal
------              monthly  installments  commencing  __________  (insert date)
                    calculated  at  the  time  of  distributution  based  on the
                    average Base Interest Rate in the twelve months  immediately
                    preceding the commencement of payments.

                    In an annuity  payable in one  hundred  eighty  (180)  equal
------              monthly  installments  commencing  __________  (insert date)
                    calculated at the time of distribution  based on the average
                    Base  Interest   Rate  in  the  twelve  months   immediately
                    preceding the commencement

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

Dated:                ,
      ----------------
Exhibit 3

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

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

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

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

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

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

B.       Estate as a Primary Designation:

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

C.       Trust as a Primary Designation:

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

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

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

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

II.     SECONDARY (CONTINGENT) DESIGNATION

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

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

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

B.       Estate as a Secondary (Contingent) Designation:

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

C.       Trust as a Secondary (Contingent) Designation:

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

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

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

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

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

---------------------------------------                   ----------------------
Participant                                                        Date
Exhibit 10.11

The 2005 Tri  Counties  Bank  Deferred  Compensation  Plan  for  Executives  and
Directors Effective January 1, 2005

                                TABLE OF CONTENTS

                                                                        PAGE
ARTICLE I--PURPOSE                                                        5

ARTICLE II--DEFINITIONS                                                   5

2.1 Participant                                                           5
2.2 Plan Benefit                                                          5
2.3 Board                                                                 5
2.4 Committee                                                             6
2.5 Compensation                                                          6
2.6 Elective Deferred Compensation                                        6
2.7 Deferral Election                                                     6
2.8 Deferral Period                                                       6
2.9 Account                                                               6
2.10 Distribution Election                                                7
2.11 Actuarial Equivalent                                                 7
2.12 Determination Date                                                   7
2.13 Interest Rate                                                        7
2.14 Bonus Interest Rate                                                  7
2.15 Change in Control                                                    7
2.16 Disability                                                           8
2.17 Termination or Removal For Cause                                     8
2.18 Unforeseeable Emergency                                              9
2.19 Lifetime Deferral Limit                                              9
2.20 Beneficiary                                                          9

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS                       9

3.1 Eligibility and Participation                                         9
3.2 Form of Deferral and Minimum Deferral                                 9

ARTICLE IV--DEFERRED COMPENSATION ACCOUNT                                10

4.1 Accounts                                                             10
4.2 Elective Deferred Compensation                                       10
4.3 Employer Discretionary Contributions                                 10
4.4 Interest                                                             10
4.5 Determination of Accounts                                            10
4.6 Vesting of Accounts                                                  11
4.7 Statement of Accounts                                                11
TABLE OF CONTENTS CONTINUED
                                                                        PAGE

ARTICLE V--PLAN BENEFITS                                                 11

5.1 Plan Benefit                                                         11
5.2 Death Benefit                                                        11
5.3 Unforeseeable Emergency Distribution                                 12
5.4 Distribution Following a Separation From Service                     12
5.5 Distribution Upon a Change in Control                                12
5.6 Form of Benefit Payment and Subsequent Modifications Thereto         12
5.7 Withholding Payroll Taxes                                            13
5.8 Commencement of Payments                                             13
5.9 Payment to Guardian                                                  13

ARTICLE VI--BENEFICIARY DESIGNATION                                      13

 6.1 BeneficiaryDesignation                                              13
 6.2 Amendments                                                          13
 6.3 No Beneficiary Designation                                          14
 6.4 Effect of Payment                                                   14

ARTICLE VII--ADMINISTRATION                                              14

7.1 Committee and Duties                                                 14
7.2 Agents                                                               14
7.3 Binding Effect of Decisions                                          14
7.4 Indemnity of Committee                                               15

ARTICLE VIII--CLAIMS PROCEDURE                                           15

8.1 Claim                                                                15

8.2 Denial of Claim                                                      15
8.3 Review of Claim                                                      15
8.4 Final Decision                                                       15

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN                            15

9.1 Amendment                                                            15
9.2 Bank's Right to Terminate                                            16
TABLE OF CONTENTS CONTINUED
                                                                        PAGE

ARTICLE X--MISCELLANEOUS                                                 16

10.1 Unfunded Plan                                                       16
10.2 Unsecured General Creditor                                          17
10.3 Trust Fund                                                          17
10.4 Nonassignability                                                    17
10.5 Not a Contract of Employment                                        17
10.6 Protective Provisions                                               17
10.7 Terms                                                               18
10.8 Captions                                                            18
10.9 Governing Law                                                       18
10.10 Validity                                                           18
10.11 Notice                                                             18
10.12 Successors                                                         18

SIGNATURE PAGE                                                           19

EXHIBIT 1: Deferral Election Form                                        20
EXHIBIT 2. Distribution Election                                         21
EXHIBIT 3:  Beneficiary Designation Form                                 22
THE 2005 TRI COUNTIES BANK

             DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND DIRECTORS

     This Tri  Counties  Bank  Deferred  Compensation  Plan for  Executives  and
Directors is effective January 1, 2005 and applies only to those Participants in
the Plan who serve as certain key Executives of TriCo  Bancshares,  Tri Counties
Bank, and subsidiaries or affiliates thereof (hereinafter,  these entities shall
be referred to as the "Bank" or the "Employer") who are employed by TriCo on, or
after January 1, 2005, and those Directors of TriCo Bancshares or its affiliates
or  subsidiaries  as of this  date.  It is  intended  that the Plan  will aid in
retaining and attracting  individuals  of exceptional  ability by providing them
with these benefits.

                               ARTICLE I--PURPOSE

     The purpose of this Deferred Compensation Plan for Executives and Directors
(the  "Plan") is to  provide  current  tax  planning  opportunities,  as well as
supplemental  funds for  retirement or death,  for  Executives  and Directors of
TriCo  Bancshares.  It is also  intended that the Plan will aid in retaining and
attracting  Executives  and Directors of  exceptional  ability by providing them
with these benefits. This Plan will be effective as of January 1, 2005.

                             ARTICLE II--DEFINITIONS

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

2.1       Participant

     The term "participant"  shall mean those certain key employees or Directors
of TriCo who are participating in this Plan as provided in Article III.

2.2       Plan Benefit

     "Plan  Benefit"  means the benefit  payable to a Participant  as calculated
pursuant to Articles IV through V.

2.3       Board

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

2.4       Committee

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

2.5       Compensation

     As it applies to an Executive,  the term "Compensation"  shall refer to the
salary,  bonuses or commissions paid to the Executive during his employment with
Employer  during  a  given  Deferral  Period.  As  it  applies  to  a  Director,
"Compensation" shall mean the retainer,  meeting and Committee chairmanship fees
paid to a Director by the  Employer  during the  calendar  year with  respect to
duties  performed  as a member of the Board,  before  reduction  for any amounts
deferred   pursuant  to  this  Plan.   Compensation  does  not  include  expense
reimbursements, any form of non-cash compensation or benefits.
2.6       Elective Deferred Compensation

     The  term  "Elective  Deferred  Compensation"  shall  mean  the  amount  of
Compensation that a Participant  elects to defer pursuant to a Deferral Election
Form (See Exhibit A).

2.7       Deferral Election

     "Deferral  Election"  means an  election  to defer  Compensation  made by a
Participant  pursuant to Article III and for which a separate  Deferral Election
Form has been submitted by the Participant to the Committee. A Deferral Election
Form has been attached hereto as Exhibit A.

2.8       Deferral Period

     "Deferral  Period" means the period over which a Participant has elected to
defer a portion  of his  Compensation.  Each  calendar  year shall be a separate
Deferral  Period,  however,  the  prior  Deferral  Election  Form  shall  remain
effective  in the event that  Participant  fails to file a timely or  subsequent
Deferral Election Form.

2.9       Account

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

2.10      Distribution Election

     The term "Distribution Election" shall mean the form of distribution of the
Account  selected  by the  Participant  on the most  recent  valid  Distribution
Election Form (See Exhibit B attached hereto).

2.11      Actuarial Equivalent

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

2.12      Determination Date

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

2.13      Interest Rate

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

     "Bonus  Interest  Rate"  means,  with respect to any  calendar  month,  the
monthly  equivalent of three (3) percentage points greater than the annual yield
of the Moody's  Average  Corporate  Bond Yield Index for the preceding  calendar
month as published by Moody's Investor Service,  Inc. (or any successor thereto)
or, if such index is no longer published, a substantially similar index selected
by the Board.  The Bonus  Interest  Rate shall be  applied to all  deferrals  of
compensation  provided  the  Participant  remains a Director or Executive of the
Company until December 31, 2008. Thereafter,  the Bonus Interest Rate applied to
all  subsequent  deferrals  and the  Account  balance  shall be defined  as: the
monthly equivalent of one (1) percentage points greater than the annual yield of
the Moody's Average Corporate Bond Yield Index for the preceding  calendar month
as published by Moody's Investor Service, Inc. (or any successor thereto) or, if
such index is no longer published, a substantially similar index selected by the
Board.

2.15      Change in Control

     A "Change in Control" shall be defined as follows:

               (a) The acquisition of more than fifty percent (50%) of the value
          or voting power of the Employer's stock by a person or group;

               (b) The  acquisition in a period of twelve (12) months or less of
          at least thirty-five percent (35%) of the Employer's stock by a person
          or group;

               (c) The  replacement of a majority of the  Employer's  board in a
          period  of  twelve  (12)  months  or less by  Directors  who  were not
          endorsed by a majority of the current board members; or

               (d) The  acquisition in a period of twelve (12) months or less of
          forty percent (40%) or more of the  Employer's  assets by an unrelated
          entity.

     For the purpose of this  Agreement,  transfers made on account of deaths or
gifts,  transfers between family members or transfers to a qualified  retirement
plan  maintained by the Employer shall not be considered in determining  whether
there has been a Change in Control.

2.16      Disability

     For the purpose of this Plan, the Participant  will be considered  disabled
if:

           A.  He is unable to engage in any  substantial  gainful  activity  by
               reason  of  any   medically   determinable   physical  or  mental
               impairment  which  can be  expected  to result in death or can be
               expected to last for a continuous  period of not less than twelve
               (12) months, or

           B.  He is, by reason of any medically determinable physical or mental
               impairment  which  can be  expected  to result in death or can be
               expected to last for a continuous  period of not less than twelve
               (12) months,  receiving income replacement  benefits for a period
               of not less than three (3) months  under an  accident  and health
               plan covering employees of Participant's employer.

     In no event shall a  Disability  be deemed to occur or to continue  after a
Participant's Normal Retirement Date, if applicable.
2.17      Termination or Removal For Cause

     A Termination of an Executive's employment or a Removal of a Director shall
be "For Cause" if for any of the following reasons:

               (a) Gross negligence or gross neglect;

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

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

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

2.18      Unforeseeable Emergency

     For the purposes of this Plan, an  "Unforeseeable  Emergency"  shall mean a
severe  financial  hardship  to the  Participant  resulting  from an  illness or
accident of the  Participant,  the  Participant's  spouse,  or a  dependent  (as
defined in IRC 152(a)) of the Participant,  loss of the  Participant's  property
due to casualty, or other similar extraordinary and unforeseeable  circumstances
arising as a result of events beyond the control of the Participant.

2.19      Lifetime Deferral Limit

     Total deferred  compensation  is subject to a lifetime limit of one million
five  hundred  thousand  dollars   ($1,500,000.00)  and  includes  all  deferred
compensation   under  this  Plan  or  any  prior  Tri  Counties   Bank  deferred
compensation plan.

2.20      Beneficiary

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

               ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1       Eligibility and Participation

               (a) Eligibility.  Eligibility to participate in the Plan shall be
          limited to key Executives and Directors of the Employer.

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

               (c)  Part-Year  Participation.  In the case of the first  year in
          which a Participant  becomes  eligible to  participate  in the Plan, a
          Deferral  Election  Form must be  submitted  to the  Committee  within
          thirty (30) days after the Participant becomes eligible to participate
          in such  Plan.  In  addition,  such  Deferral  Election  Form shall be
          effective only with regard to Compensation earned or payable following
          the submission of the Deferral Election Form to the Committee.
3.2       Form of Deferral and Minimum Deferral

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

               (b)  Deferrals  in the Event of Part-Year  Participation.  In the
          case of the first  year in which a  Participant  becomes  eligible  to
          participate in the Plan (see paragraph  3.1(c)) he must defer at least
          two hundred dollars ($200) per month for each of the months  remaining
          in the Deferral Period ($200 x number of months remaining).

                    ARTICLE IV--DEFERRED COMPENSATION ACCOUNT

4.1       Accounts

     For record  keeping  purposes only, an Account shall be maintained for each
Participant.

4.2       Elective Deferred Compensation

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

4.3       Employer Discretionary Contributions

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

4.4       Interest

     Beginning  January 1, 2005,  the  Accounts  shall be credited  monthly with
bonus  interest  earned based on the Bonus  Interest  Rate  specified in Section
2.14.  Interest earned shall be calculated as of each  Determination  Date based
upon the average daily balance of the Account since the preceding  Determination
Date and shall be  credited  to the  Participant's  Account at that time.  Bonus
Interest shall be credited to the Account until the Participant's Retirement.

4.5       Determination of Accounts

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

4.6       Vesting of Accounts

     Each  Participant   shall  be  vested  in  the  amounts  credited  to  such
Participant's Account and earnings thereon as follows:
(a) Amounts Deferred.  A Participant shall be one hundred percent
          (100%) vested at all times in the amount of Compensation elected to be
          deferred under this Plan and Interest thereon,  except as provided for
          in Section 5.6.

               (b) Employer Discretionary Contributions.  Employer Discretionary
          Contributions and Interest thereon shall be vested as set forth in the
          special  Deferral  Commitment  Agreement,  except as  provided  for in
          Section 5.6.

4.7       Statement of Accounts

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

                            ARTICLE V--PLAN BENEFITS

5.1       Plan Benefit

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

5.2       Death Benefit

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

               (a)  If the Participant  dies after Deferral  Payments have begun
                    pursuant  to the  terms of this  Plan,  then  the  remaining
                    unpaid balance of the Participant's  Account,  shall be paid
                    in the same form as  payments  were  being made prior to the
                    Participant's death.

               (b)  If the  Participant  dies while  serving as an  Executive or
                    Director of the Employer,  or before Deferral  Payments have
                    begun  pursuant  to the terms of this Plan,  then the amount
                    payable shall be the Participant's Account balance as of the
                    Determination  Date  immediately  preceding the death of the
                    Participant.  Payment of the Account  Balance  shall be made
                    within sixty (60) days of the Bank  receiving  notice of the
                    death.

     Any notice  required  under this  provision  shall be in writing  and shall
include an original death certificate.

5.3       Unforeseeable Emergency Distributions

     Upon a finding that a Participant has suffered an Unforeseeable  Emergency,
the  Committee  may,  in  its  sole  discretion,  make  distributions  from  the
Participant's  Account prior to the time specified for payment of benefits under
the Plan.  Any  distribution  made  pursuant to this  provision  must be made in
accordance  with the  regulations of the Secretary,  and must not exceed amounts
necessary  satisfy  such  emergency  plus the  amounts  necessary  to pay  taxes
reasonably anticipated as a result of the distribution,  taking into account the
extent to which such  hardship is or may be relieved  through  reimbursement  or
compensation  by insurance or otherwise or by liquidation  of the  Participant's
assets (to the extent the  liquidation  of such  assets  would not itself  cause
severe financial hardship).
5.4       Distribution Following a Separation From Service

     Following a Participant's  "separation  from service" (as determined by the
Secretary),  a Participant  shall be entitled to receive a lump sum distribution
of the Participant's  Account as of the Determination Date immediately preceding
the effective date of the  "separation  from service",  and shall be made within
sixty (60) days following  such  separation.  In the event of a Termination  for
Cause,  the Plan  Administrator  shall retain the sole  discretion  to determine
whether the interest on such contributions will be forfeited.

     Because  of the  recent  implementation  of IRC  409A  and  future  rulings
regarding deferred  compensation in general, as well as clarification  regarding
the definition of "separation  from service",  it may become necessary to modify
this agreement as is relates to this provision.  It is nonetheless the intent of
the parties to comply with IRC 409A.  Based on the  forgoing,  "separation  from
service"  shall be broadly  interpreted  and shall  include both  Voluntary  and
Involuntary Terminations.

     In the event,  however,  that the Participant is a Key Employee, as defined
by the Internal Revenue Service, and the Employer is publicly traded at the time
of "separation  from service" (as defined by IRC 409A), any such benefit payment
described  hereinafter  shall be  withheld  for six (6)  months  following  such
separation from service in order to comply with IRC 409A.

5.5.1     Distribution Upon a Change in Control

     Upon a Change  in  Control,  a  Participant's  Plan  Benefit  shall be paid
pursuant to the effective Distribution Election Form.

5.6       Form of Benefit Payment and Subsequent Modifications Thereto

     Other than for those circumstances specifically addressed and which provide
to the  contrary,  all Plan Benefits  shall be paid in accordance  with the most
recent valid

Distribution  Election Form  submitted by the  Participant.  A  Participant  may
modify the form of Benefit  Payment,  however any such  modification (1) may not
take  effect  until at least  twelve  (12)  months  after  the date on which the
election is made, and (ii) the first payment to which such election is made must
be  deferred  for a period of at least five (5) years from the date the  payment
would otherwise have been made.

5.7       Withholding Payroll Taxes

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

5.8       Commencement of Payments

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

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

                       ARTICLE VI--BENEFICIARY DESIGNATION

6.1       Beneficiary Designation

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

6.2       Amendments

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

6.3       No Beneficiary Designation

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

6.4       Effect of Payment

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

ARTICLE VII--ADMINISTRATION

7.1       Committee and Duties

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

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

7.3       Binding Effect of Decisions

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

7.4       Indemnity of Committee

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

                         ARTICLE VIII--CLA1MS PROCEDURE

8.1       Claim

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

8.2       Denial of Claim

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

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

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

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

8.3       Review of Claim

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

8.4      Final Decision

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

9.1       Amendment

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

9.2       Bank's Right to Terminate

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

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

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

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

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

                            ARTICLE X--MISCELLANEOUS

10.1      Unfunded Plan

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

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

10.3      Trust Fund

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

10.4      Nonassignability

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

10.5      Not a Contract of Employment

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

10.6      Protective Provisions

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

10.7      Terms

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

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

10.9      Governing Law

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

10.10     Validity

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

10.11     Notice

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

10.12     Successors

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

                                 SIGNATURE PAGE
              The 2005 Tri Counties Bank Deferred Compensation Plan
                          for Executives and Directors

                                          TRICO BANCSHARES

                                       By:
                                          --------------------------------------
                                              Chairman

                                       By:
                                          --------------------------------------
                                              Secretary

                                    Dated:
                                          ------------------------
EXHIBIT 1

Deferral Election Form
The 2005 Tri  Counties  Bank  Deferred  Compensation  Plan  for  Executives  and
    Directors
(Effective as of January 1, 2005)
--------------------------------------------------------------------------------

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

I acknowledge  that I have been offered an  opportunity  to  participate  in the
Deferred  Compensation  Plan (the "Plan").  I will  participate  in the Plan and
irrevocably authorize the Bank to make the appropriate deductions,  as indicated
on this  Agreement  from my  compensation.  Capitalized  terms in this Agreement
shall have the same  meanings as defined in The 2005 Tri Counties  Bank Deferred
Compensation  Plan For  Executives  and  Directors,  effective  as of January 1,
2005).

                                DEFERRAL ELECTION

                    I elect to participate in the Plan as follows:

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

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

ACKNOWLEDGED AND ACCEPTED:

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

-------------------------------------           --------------------------------
Signature of Participant     Date               Signature of Bank Officer   Date
EXHIBIT 2

Distribution Election
The 2005 Tri  Counties  Bank  Deferred  Compensation  Plan  For  Executives  and
Directors
(effective as of January 1, 2005)

Pursuant to the  Provisions of The 2005 Tri Counties Bank Deferred  Compensation
Plan for  Executives  and  Directors,  I hereby  elect to have the balance in my
Deferred  Compensation  Account  (brokerage  account)  paid to me as  designated
below:

     In addition, I understand the significance of, and want to comply with, all
applicable  Internal Revenue Code Sections,  including,  but not limited to, IRC
409A.  Thus,  for any  benefits  payable  pursuant  to this Plan,  if I am a Key
Employee,  as defined by the  Internal  Revenue  Service,  and the  Employer  is
publicly  traded at the time of  "separation  from  service"  (as defined by IRC
409A),  any such  benefit  payment  to be made  pursuant  to this Plan  shall be
withheld for six (6) months following such separation from service,  in order to
comply with IRC 409A.

                    In Lump sum on __________ (insert date).
------

                    In  an  annuity   payable   in  sixty  (60)  equal   monthly
------              installments  commencing __________ (insert date) calculated
                    at the time of  distribution  based on the average  Interest
                    Rate  in  the  twelve  months   immediately   preceding  the
                    commencement of payments.

                    In an annuity  payable in one  hundred  twenty  (120)  equal
------              monthly  installments  commencing  __________  (insert date)
                    calculated at the time of distribution  based on the average
                    Interest Rate in the twelve months immediately preceding the
                    commencement of payments.

                    In an annuity  payable in one  hundred  eighty  (180)  equal
------              monthly  installments  commencing  __________  (insert date)
                    calculated at the time of distribution  based on the average
                    Interest Rate in the twelve months immediately preceding the
                    commencement of payments.

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

Dated:                ,
      ----------------
EXHIBIT 3

Beneficiary Designation Form
The 2005 Tri  Counties  Bank  Deferred  Compensation  Plan  for  Executives  and
Directors
(Effective as of January 1, 2005)

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

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

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

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

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

B.       Estate as a Primary Designation:

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

C.       Trust as a Primary Designation:

Name of the Trust:
                    ------------------------------------------------------------
Execution Date of the Trust:       /       /
                             -----   -----   ---------
Name of the Trustee:
                     -----------------------------------------------------------

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each
beneficiary):
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

Is this an Irrevocable Life Insurance Trust?           Yes              No
                                              --------         --------
(If yes and this designation is for a Split Dollar  agreement,  an Assignment of
Rights form should be completed.)

II.     SECONDARY (CONTINGENT) DESIGNATION

A.       Person(s) as a Secondary (Contingent)Designation:
         (Please indicate the percentage for each beneficiary.)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)
Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

Name                                 Relationship                     /        %
    ------------------------------               -------------------    -------
Address:
        ------------------------------------------------------------------------
                (Street)                       (City)       (State)        (Zip)

B.       Estate as a Secondary (Contingent) Designation:

My Secondary Beneficiary is The Estate of
                                          --------------------------------------
as  set  forth  in  my  last  will  and  testament   dated  the         day   of
                                                                  -----
             ,       and any codicils thereto.
-------------  -----

C.       Trust as a Secondary (Contingent) Designation:

Name of the Trust:
                    ------------------------------------------------------------
Execution Date of the Trust:       /       /
                             -----   -----   ---------
Name of the Trustee:
                     -----------------------------------------------------------

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each

beneficiary):
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

All sums payable under this Agreement by reason of my death shall be paid to the
Primary  Beneficiary(ies),  if  he  or  she  survives  me,  and  if  no  Primary
Beneficiary(ies)   shall  survive  me,  then  to  the   Secondary   (Contingent)
Beneficiary(ies).  This  beneficiary  designation is valid until the participant
notifies the bank in writing.

---------------------------------------                   ----------------------
Participant                                                        Date
Exhibit 31.1

Rule 13a-14/15d-14 Certification of CEO

I, Richard P. Smith, certify that;

    1.    I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
    2.    Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
    3.    Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
    4.    The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) and internal  control
          over financial  reporting (as defined in Exchange Act Rules 13-d-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: October 25, 2005                  /s/ Richard P. Smith
                                        ----------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer
Exhibit 31.2

Rule 13a-14/15d-14 Certification of CFO

I, Thomas J. Reddish, certify that;

    1.    I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
    2.    Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
    3.    Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
    4.    The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) and internal  control
          over financial  reporting (as defined in Exchange Act Rules 13-d-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: October 25, 2005                  /s/ Thomas J. Reddish
                                        ----------------------------------------
                                        Thomas J. Reddish
                                        Executive Vice President and Chief
                                        Financial Officer
Exhibit 32.1

Section 1350 Certification of CEO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ended  September 30, 2005 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  September 30, 2005 as filed with the  Securities
and Exchange Commission on the date hereof (the "Report"), I, Thomas J. Reddish,
Vice President and Chief Financial Officer of the Company,  certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

        (1)    The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and
        (2)    The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.

        /s/ Thomas J. Reddish
        -------------------------------------
        Thomas J. Reddish
        Executive Vice President and Chief Financial Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.