UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended September 30, 2003              Commission file number 0-10661
------------------------------------              ------------------------------

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


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

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

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


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

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

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

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

                             Yes           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 November 12, 2003:  7,848,524


<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                                                      13

  Item 2 - Management's Discussion and Analysis of Financial               14
           Condition and Results of Operations

  Item 3 - Quantitative and Qualitative Disclosure about Market Risk       27

  Item 4 - Controls and Procedures                                         28

PART II - OTHER INFORMATION                                                29

  Item 1 - Legal Proceedings                                               29

  Item 6 - Exhibits and Reports on Form 8-K                                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 continued slowdown in the national and California economies;
    -  increased economic uncertainty created by the recent war in Iraq;
    -  the prospect of additional terrorist attacks in the United States and the
       uncertain effect of these events on the national and regional economies;
    -  changes in the interest rate environment;
    -  changes in the regulatory environment;
    -  significantly increasing competitive pressure in the banking industry;
    -  operational risks including data processing system failures or fraud;
    -  volatility of rate sensitive deposits; and
    -  asset/liability matching risks and liquidity risks.

On April 4, 2003, the Company  acquired  North State  National Bank,  located in
Chico,  California.  Many  possible  events or factors  could  affect the future
financial results and performance of the Company after the merger including:

    -  actual cost savings resulting from the merger are less than we
       expected, we are unable to realize those cost savings as soon as we
       expected or we incur additional or unexpected costs;
    -  revenues after the merger are less than we expected;
    -  competition among financial services companies increases;
    -  we have more trouble integrating our businesses than we expected;
    -  changes in the interest rate environment reduces our interest margins;
    -  general economic conditions change or are worse than we expected;
    -  legislative or regulatory changes adversely affect our business;
    -  changes occur in business conditions and inflation;
    -  personal or commercial customers' bankruptcies increase;
    -  changes occur in the securities markets; and
    -  technology-related changes are more difficult to make or more expensive
       than we expected.


The reader is directed to the Company's  annual report on Form 10-K for the year
ended  December 31, 2002,  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)
                                                                  (Unaudited)               (Unaudited)
                                                               At September 30,           At December 31,
                                                      -------------------------------   ------------------
                                                            2003              2002             2002
<S>                                                         <C>               <C>              <C>
Assets:
  Cash and due from banks                                 $66,747           $56,749          $67,170
  Federal funds sold                                        1,900            23,400            8,100
                                                      -------------------------------   ------------------
    Cash and cash equivalents                              68,647            80,149           75,270

  Investment securities available for sale                350,941           268,921          338,024
  Loans
    Commercial                                            152,477           142,290          125,982
    Consumer                                              297,186           191,601          201,858
    Real estate mortgages                                 420,312           313,191          319,969
    Real estate construction                               60,066            36,472           39,713
                                                      -------------------------------   ------------------
    Total loans                                           930,041           683,554          687,522

    Allowance for loan losses                             (13,460)          (14,382)         (14,377)
                                                      -------------------------------   ------------------
    Loans, net of allowance for loan losses               916,581           669,172          673,145
  Premises and equipment, net                              19,787            16,583           17,224
  Cash value of life insurance                             38,644            15,045           15,208
  Other real estate owned                                   1,545                 -              932
  Accrued interest receivable                               6,152             5,552            5,644
  Deferred income taxes                                     8,646             7,957            8,429
  Intangible assets                                        21,992             4,387            4,043
  Other assets                                              7,649             5,757            6,655
                                                      -------------------------------   ------------------
         Total Assets                                  $1,440,584        $1,073,523       $1,144,574
                                                      ===============================   ==================
Liabilities:
  Deposits:
    Noninterest-bearing demand                           $267,148          $202,895         $232,499
    Interest-bearing demand                               211,219           175,883          182,816
    Savings                                               426,340           268,182          297,926
    Time certificates, $100,000 and over                   99,574            86,945           90,404
    Other time certificates                               191,571           203,990          201,592
                                                      -------------------------------   ------------------
    Total deposits                                      1,195,852           937,895        1,005,237
  Federal funds purchased                                  55,700                 -                -
  Accrued interest payable                                  2,556             2,608            2,927
  Other Liabilities                                        18,756            13,667           14,472
  Long-term debt and other borrowings                      22,894            22,932           22,924
  Trust preferred securities                               20,000                 -                -
                                                      -------------------------------   ------------------
    Total Liabilities                                   1,315,758           977,102        1,045,560
                                                      -------------------------------   ------------------
Shareholders' Equity:
  Authorized - 20,000,000 shares of common
  stock Issued and outstanding:
    7,846,001 at September 30, 2003                        69,875
    7,035,590 at September 30, 2002                                          50,188
    7,060,965 at December 31, 2002                                                            50,472
  Retained earnings                                        53,728            43,900           46,239
  Accumulated other comprehensive income, net               1,223             2,333            2,303
                                                      -------------------------------   ------------------
    Total Shareholders' Equity                            124,826            96,421           99,014
                                                      -------------------------------   ------------------
Total Liabilities and Shareholders' Equity             $1,440,584        $1,073,523       $1,144,574
                                                      ===============================   ==================

</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,
                                                    2003            2002                2003           2002
                                              -------------------------------------------------------------------
<S>                                                 <C>             <C>                 <C>            <C>
Interest Income:
  Interest and fees on loans                      $16,228         $13,333             $43,930        $39,387
  Interest on federal funds sold                       25             143                 127            476
  Interest on investment securities
    available for sale
      Taxable                                       2,389           2,410               8,072          6,949
      Tax exempt                                      463             549               1,486          1,656
                                              -------------------------------------------------------------------
    Total interest income                          19,105          16,435              53,615         48,468
                                              -------------------------------------------------------------------
Interest Expense:
  Interest on interest-bearing demand deposits        137             115                 387            350
  Interest on savings                                 893             656               2,519          2,011
  Interest on time certificates of deposit          1,771           2,129               5,753          6,340
  Interest on short-term borrowing                     38               1                 101              1
  Interest on long-term debt                          325             326                 964            967
  Interest on trust preferred securities              141               -                 141              -
                                              -------------------------------------------------------------------
    Total interest expense                          3,305           3,227               9,865          9,669
                                              -------------------------------------------------------------------
Net Interest Income                                15,800          13,208              43,750         38,799
                                              -------------------------------------------------------------------
Provision for loan losses                             150             700                 450          2,000
                                              -------------------------------------------------------------------
Net Interest Income After Provision for
  Loan Losses                                      15,650          12,508              43,300         36,799
                                              -------------------------------------------------------------------
Noninterest Income:
  Service charges and fees                          3,117           3,521              10,602          7,635
  Gain on sale of investments                          97               -                 197              -
  Gain on sale of loans                               936             752               3,388          2,254
  Commissions on sale of non-deposit
    investment products                               432             712               1,341          1,989
  Other                                               624             428               1,628          1,304
                                              -------------------------------------------------------------------
  Total Noninterest Income                          5,206           5,413              17,156         13,182
                                              -------------------------------------------------------------------
Noninterest Expense:
  Salaries and related benefits                     7,460           6,344              21,973         17,856
  Other                                             6,589           5,789              19,095         15,642
                                              -------------------------------------------------------------------
  Total Noninterest Expense                        14,049          12,133              41,068         33,498
                                              -------------------------------------------------------------------
Income Before Income Taxes                          6,807           5,788              19,388         16,483
                                              -------------------------------------------------------------------
  Provision for income taxes                        2,469           2,161               7,183          6,163
                                              -------------------------------------------------------------------
Net Income                                         $4,338          $3,627             $12,205        $10,320
                                              -------------------------------------------------------------------
Comprehensive Income:
  Change in unrealized (loss) gain on
    securities available for sale, net             (2,210)            940              (1,080)         2,988
                                              -------------------------------------------------------------------
Comprehensive Income                               $2,128          $4,567             $11,125        $13,308
                                              ===================================================================
Average Shares Outstanding                          7,850           7,026               7,572          7,010
Diluted Average Shares Outstanding                  8,095           7,231               7,789          7,188
Per Share Data
  Basic Earnings                                    $0.55           $0.52               $1.61          $1.47
  Diluted Earnings                                  $0.54           $0.50               $1.57          $1.44
  Dividends Paid                                    $0.20           $0.20               $0.60          $0.60

</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements

                                      -3-

<PAGE>


                                TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                            (In thousands, unaudited)
                                                       Accumulated
                                                          Other
                                   Common   Retained   Comprehensive
                                   Stock    Earnings  Income (Loss), net  Total
                                 -----------------------------------------------
Balance, December 31, 2001         $49,679  $37,909       ($655)        $86,933
  Net income for the period                  10,320                      10,320
  Exercise of stock options,
    including tax benefits             579                                  579
  Repurchase of common stock           (70)    (119)                       (189)
  Dividends                                  (4,210)                     (4,210)
  Unrealized gain on securities
    available for sale, net                               2,988           2,988
                                 -----------------------------------------------
Balance September 30, 2002         $50,188  $43,900      $2,333         $96,421
                                 ===============================================

Balance, December 31, 2002         $50,472  $46,239      $2,303         $99,014
  Net income for the period                  12,205                      12,205
  Issuance of stock and options
    related to merger               18,459                               18,459
  Exercise of stock options,
    including tax benefits           1,016                                1,016
Repurchase of common stock             (72)    (157)                       (229)
  Dividends                                  (4,559)                     (4,559)
  Unrealized loss on securities
    available for sale, net                              (1,080)         (1,080)
                                 -----------------------------------------------
Balance September 30, 2003         $69,875  $53,728      $1,223        $124,826
                                 ===============================================

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,
                                                                     2003               2002
                                                                 -------------------------------
<S>                                                                   <C>                 <C>
Operating Activities:
   Net income                                                      $12,205             $10,320
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation and amortization of property and equipment       2,108               1,956
       Amortization of intangible assets                               877                 683
       Provision for loan losses                                       450               2,000
       Amortization of investment securities premium, net            2,920               1,080
       Deferred income taxes                                            58                (108)
       Investment security gains net                                  (197)                  -
       Originations of loans for resale                           (147,602)           (113,271)
       Proceeds from sale of loans originated for resale           149,355             114,227
       Gain on sale of loans                                        (3,388)             (2,254)
       Amortization of mortgage servicing rights                     1,042                 498
       Provision for mortgage servicing rights valuation               600                   -
       (Gain) loss on sale of other real estate owned                  (60)                 (8)
       (Gain) loss on sale of fixed assets                              (3)                 10
       Change in assets and liabilities:
         Decrease (increase) in interest receivable                     34                 (30)
         Decrease in interest payable                                 (445)               (880)
         Increase in other assets and liabilities                    1,698               2,547
                                                                 -------------------------------
Net Cash Provided by Operating Activities                           19,652              16,770
                                                                 -------------------------------
Investing Activities:
   Net cash obtained in mergers and acquisitions                     7,450                   -
   Proceeds from maturities of securities available-for-sale       170,120              87,365
   Proceeds from sale of securities available-for-sale              22,320                   -
   Purchases of securities available-for-sale                     (169,113)           (127,999)
   Net increase in loans                                          (168,329)            (25,498)
   Proceeds from sale of premises and equipment                         15                  16
   Purchases of property and equipment                              (2,191)             (1,902)
   Proceeds from sale of other real estate owned                        60                  79
   Purchase of life insurance                                      (22,475)                  -
                                                                 -------------------------------
Net Cash Used by Investing Activities                             (162,143)            (67,939)
                                                                 -------------------------------
Financing Activities:
   Net increase in deposits                                         64,566              57,502
   Net increase in Federal funds purchased                          55,700                   -
   Payments of principal on long-term debt agreements                  (30)                (24)
   Issuance of trust preferred securities                           19,850                   -
   Repurchase of Common Stock                                         (229)               (189)
   Dividends paid                                                   (4,559)             (4,210)
   Exercise of stock options/issuance of Common Stock                  570                 275
                                                                 -------------------------------
Net Cash Provided by Financing Activities                          135,868              53,354
                                                                 -------------------------------
Net (Decrease) Increase in Cash and Cash Equivalents                (6,623)              2,185
                                                                 -------------------------------
Cash and Cash Equivalents and Beginning of Period                   75,270              77,964
                                                                 -------------------------------
Cash and Cash Equivalents at End of Period                         $68,647             $80,149
                                                                 ===============================
Supplemental Disclosure of Noncash Activities:
   Unrealized (loss) gain on securities available for sale         ($1,930)             $4,777
   Loans transferred to other real estate owned                       $613                   -
Supplemental Disclosure of Cash Flow Activity:
   Cash paid for interest expense                                  $10,236             $10,549
   Cash paid for income taxes                                       $4,810              $4,700
   Income tax benefit from stock option exercises                     $446                $304
The acquisition of North State National Bank
   Involved the following:
   Common stock issued                                             $18,459
   Liabilities assumed                                            $126,722
   Fair value of assets acquired, other than cash
     and cash equivalents                                        ($118,905)
   Core deposit intangible                                         ($3,365)
   Goodwill                                                       ($15,461)
   Net cash and cash equivalents received                           $7,450


</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 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 period  presented.  The interim results for the three and nine month
periods ended September 30, 2003 and 2002 are not necessarily  indicative of the
results  expected  for the full year.  These  unaudited  consolidated  financial
statements should be read in conjunction with the audited consolidated financial
statements and accompanying  notes as well as other information  included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002.

Principles of Consolidation
The consolidated  financial  statements include the accounts of the Company, and
its wholly-owned subsidiaries, Tri Counties Bank (the "Bank"), and TriCo Capital
Trust I. All  significant  intercompany  accounts  and  transactions  have  been
eliminated in consolidation.

Nature of Operations
The Company  operates 33 branch  offices and 10 in-store  branch  offices in the
California  counties of Butte,  Contra Costa, Del Norte,  Fresno,  Glenn,  Kern,
Lake, Lassen, Madera, Mendocino,  Merced, Nevada, Sacramento,  Shasta, Siskiyou,
Stanislaus,  Sutter,  Tehama,  Tulare and Yuba. The Company's  operating  policy
since  its  inception  has  emphasized  retail  banking.  Most of the  Company's
customers are retail customers and small to medium sized businesses.

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

Investment Securities
The Company  classifies its debt and marketable  equity  securities  into one of
three  categories:  trading,  available-for-sale  or  held-to-maturity.  Trading
securities  are bought and held  principally  for the  purpose of selling in the
near term. Held-to-maturity securities are those securities that the Company has
the ability and intent to hold until maturity. All other securities not included
in trading or held-to-maturity are classified as available-for-sale.  During the
nine months ended  September 30, 2003 and  throughout  2002, the Company did not
have  any  securities   classified  as  either   held-to-maturity   or  trading.
Available-for-sale  securities are recorded at fair value.  Unrealized gains and
losses,  net of the related tax effect,  on  available-for-sale  securities  are
reported as a separate component of other comprehensive  income in shareholders'
equity until realized.

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

                                      -6-

<PAGE>

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 not be classified as nonaccrual.  When a loan is placed
on  nonaccrual  status,  all interest  previously  accrued but not  collected is
reversed.  Income on such loans is then  recognized only to the extent that cash
is received and where the future  collection of principal is probable.  Interest
accruals are resumed on such loans only when they are brought fully current with
respect to interest and principal and when, in the judgment of  Management,  the
loans are estimated to be fully collectible as to both principal and interest.

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

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

The  Company  recognizes  a gain and a related  asset for the fair  value of the
rights to  service  loans for  others  when  loans are sold.  The  Company  sold
substantially  all  of  its  conforming  long-term  residential  mortgage  loans
originated  during nine months ended  September 30, 2003 for cash proceeds equal
to the fair value of the loans.

The recorded value of mortgage servicing rights is included in other assets, and
is amortized in proportion  to, and over the period of,  estimated net servicing
revenues.  The  Company  assesses  capitalized  mortgage  servicing  rights  for
impairment based upon the fair value of those rights at each reporting date. For
purposes  of  measuring  impairment,  the rights are  stratified  based upon the
product type, term and interest  rates.  Fair value is determined by discounting
estimated  net future  cash  flows  from  mortgage  servicing  activities  using
discount rates that  approximate  current market rates and estimated  prepayment
rates, among other assumptions.  The amount of impairment recognized, if any, is
the  amount by which the  capitalized  mortgage  servicing  rights for a stratum
exceeds their fair value. Impairment,  if any, is recognized through a valuation
allowance for each individual stratum.

                                      -7-

<PAGE>

At  September  30,  2003,  the Company had no mortgage  loans held for sale.  At
September  30, 2003 and  December  31, 2002,  the Company  serviced  real estate
mortgage loans for others of $348 million and $307 million, respectively.

The following table summarizes the Company's mortgage servicing rights assets as
of September 30, 2003 and December 31, 2002.

                                 December 31,                      September 30,
  (Dollars in thousands)             2002    Additions  Reductions      2003
                                 -----------------------------------------------
  Mortgage servicing rights         $2,821     $1,635    ($1,042)     $3,414
  Valuation allowance                    -          -       (600)       (600)
                                 -----------------------------------------------
  Mortgage servicing rights, net
    of valuation allowance          $2,821     $1,635    ($1,642)     $2,814
                                 ===============================================

Intangible Assets
The Company  reviews for impairment of certain  intangibles  held, at the end of
each  calendar  year or whenever  events or changes  indicate  that the carrying
amount of an asset may not be  recoverable.  If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying  amount of the assets  exceeds  the fair  market  value of the  assets.
Assets to be disposed of are  reported  at the lower of the  carrying  amount or
fair value less costs to sell.

Identifiable Intangible Assets
Identifiable  intangible assets consist of core deposit  intangibles and minimum
pension liability.

The  following  table  summarizes  the Company's  core deposit  intangible as of
September 30, 2003 and December 31, 2002.
                                 December 31,                      September 30,
 (Dollar in Thousands)               2002    Additions  Reductions     2003
                                 -----------------------------------------------
 Core deposit intangibles          $10,278     $3,365          -     $13,643
 Accumulated amortization           (6,636)         -      ($877)     (7,513)
                                 -----------------------------------------------
 Core deposit intangibles, net      $3,642     $3,365      ($877)     $6,130
                                 ===============================================

Core deposit  intangibles are amortized over their expected  useful lives.  Such
lives are  periodically  reassessed  to  determine  if any  amortization  period
adjustments  are  indicated.   The  following  table  summarizes  the  Company's
estimated core deposit  intangible  amortization for each of the five succeeding
years:
                                   Estimated Core Deposit
                                   Intangible Amortization
               Years Ended          (Dollar in thousands)
               -----------         -----------------------
                  2003                     $1,207
                  2004                     $1,358
                  2005                     $1,381
                  2006                     $1,395
                  2007                       $490
               Thereafter                  $1,176

The  following  table  summarizes  the  Company's   minimum  pension   liability
intangible as of September 30, 2003 and December 31, 2002.

                                 December 31,                      September 30,
  (Dollar in Thousands)              2002     Additions Reductions     2003
                                 -----------------------------------------------
  Minimum pension liability
    intangible                        $401           -          -       $401
                                 ===============================================

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

                                      -8-

<PAGE>

Goodwill
The following table summarizes the Company's goodwill intangible as of September
30, 2003 and December 31, 2002.
                                 December 31,                      September 30,
   (Dollar in Thousands)             2002     Additions Reductions     2003
                                 -----------------------------------------------
   Goodwill                             -     $15,461          -     $15,461
                                 ===============================================

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

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.

                                      -9-

<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.

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               Nine Months Ended
                                                  September 30,                    September 30,
(in thousands, except per share amounts)   2003                   2002       2003                2002
                                           ----                   ----       ----                ----
<S>                                         <C>                    <C>        <C>                 <C>
Net income                  As reported   $4,338                 $3,627    $12,205             $10,320
                              Pro forma   $4,271                 $3,574    $12,030             $10,165
Basic earnings per share    As reported    $0.55                  $0.52      $1.61               $1.47
                              Pro forma    $0.54                  $0.51      $1.59               $1.45
Diluted earnings per share  As reported    $0.54                  $0.50      $1.57               $1.44
                              Pro forma    $0.53                  $0.49      $1.54               $1.41
Stock-based employee compensation
  cost, net of related tax effects,
  included in net income    As reported       $0                     $0         $0                  $0
                              Pro forma      $67                    $53       $175                $155

</TABLE>


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

The changes in the components of accumulated other  comprehensive  income (loss)
for the nine months ended September 30, 2003 and 2002 are reported as follows:
                                         Nine Months Ended September 30,
                                           2003                   2002
                                         -------------------------------
Unrealized Gain on Securities                     (in thousands)

Beginning Balance                         $3,048                   $117
Unrealized (loss) gain arising
  during the period, net of tax           (1,080)                 2,988
                                         -------------------------------
Ending Balance                            $1,968                 $3,105
                                         -------------------------------
Minimum Pension Liability
Beginning Balance                          ($745)                 ($772)
Change in minimum pension liability,
  net of tax                                   -                      -
                                         -------------------------------
Ending Balance                             ($745)                 ($772)
                                         -------------------------------
Total accumulated other comprehensive
  income (loss), net                      $1,223                 $2,333
                                         -------------------------------

Reclassifications
Certain amounts previously  reported in the 2002 financial  statements have been
reclassified to conform to the 2003 presentation.  These  reclassifications  did
not affect previously reported net income or total shareholders' equity.

                                      -10-

<PAGE>

Acquisition
TriCo Bancshares  (NASDAQ:TCBK),  parent company of Tri Counties Bank,  acquired
North State National  Bank, a national  banking  organization  located in Chico,
California,  by the merger of North State into its wholly owned subsidiary,  Tri
Counties  Bank,  effective  5:01 pm on April 4, 2003.  The  acquisition  and the
related merger  agreement  dated October 3, 2002, was approved by the California
Department of Financial Institutions, the Federal Deposit Insurance Corporation,
and the shareholders of North State National Bank on March 4, March 7, and March
19, 2003,  respectively.  At the time of the acquisition,  North State had total
assets of $140  million,  investment  securities  of $41  million,  loans of $76
million,  and deposits of $126 million.  The acquisition was accounted for using
the purchase  method of  accounting.  The amount of goodwill  recorded as of the
merger date,  which  represented the excess of the total purchase price over the
estimated fair value of net asset acquired, was approximately $15.5 million. The
Company recorded a core deposit  intangible,  which represents the excess of the
fair value of North State's  deposits  over their book value on the  acquisition
date, of approximately  $3.4 million.  This core deposit intangible is scheduled
to be amortized over a seven-year average life.

Under the terms of the merger agreement,  TriCo paid $13,090,057 in cash, issued
723,512  shares of TriCo common  stock,  and issued  options to purchase  79,587
shares of TriCo common stock at an average  exercise price of $6.22 per share in
exchange for all of the 1,234,375  common shares and options to purchase  79,937
common shares of North State National Bank outstanding as of April 4, 2003.

The pro forma  financial  information  in the following  table  illustrates  the
combined  operating  results of TriCo and North State National Bank for the nine
months ended  September 30, 2003 and 2002 as if the  acquisition  of North State
National  Bank had  occurred  as of  January 1,  2002.  The pro forma  financial
information  is presented  for  informational  purposes  and is not  necessarily
indicative  of the results of  operations  that would have occurred if TriCo and
North State  National  Bank had  constituted a single entity as of or January 1,
2002. The pro forma financial information is also not necessarily  indicative of
the future results of operations of the combined  company.  In  particular,  any
opportunity to achieve  certain cost savings as a result of the  acquisition has
not been included in the pro forma financial information.

                                       For the nine months ended September 30,
                                               2003             2002
                                               ----             ----
(in thousands except earnings per share)
Net interest income                          $45,186          $43,168
Provision for loan losses                        450            2,000
Noninterest income                            17,347           13,603
Noninterest expense                           42,224           35,936
Income tax expense                             7,360            7,151
Net income                                   $12,499          $11,684
Basic earnings per share                       $1.60            $1.51
Diluted earnings per share                     $1.55            $1.47

The only significant pro forma  adjustment is the amortization  expense relating
to core deposit  intangible,  and the income tax benefit associated with the pro
forma adjustment.

                                      -11-

<PAGE>

Impact of Recently Issued Financial Accounting Pronouncements
In January  2003,  the FASB issued FIN 46, which  clarifies the  application  of
Accounting Research Bulletin ("ARB") 51, consolidated  financial statements,  to
certain entities (called variable  interest  entities) in which equity investors
do not have the  characteristics  of a controlling  financial interest or do not
have sufficient equity at risk for the entity to finance its activities  without
additional  subordinated  financial  support from other parties.  The disclosure
requirements of this  Interpretation are effective for all financial  statements
issued  after  January 31, 2003.  The  consolidation  requirements  apply to all
variable interest  entities created after January 31, 2003. In addition,  public
companies  must  apply  the  consolidation  requirements  to  variable  interest
entities  that  existed  prior to February 1, 2003 and remain in existence as of
the beginning of annual or interim  periods  beginning after September 15, 2003.
Given the nature of the Company's  operations,  management  does not expect this
Interpretation  to  have a  significant  impact  on the  consolidated  financial
statements.

In April 2003, the FASB issued Statement No. 149,  Amendment of Statement 133 on
Derivative  Instruments  and Hedging  Activities,  to provide  clarification  of
certain  terms and  investment  characteristics  identified  in  Statement  133.
Statement  149 is to be applied  prospectively  and is effective  for  contracts
entered into or modified  after June 30,  2003.  The Company does not expect the
adoption  of the  Statement  will have a  material  impact  on the  consolidated
financial statements.

In May 2003, the FASB issued Statement No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. The provisions
of this  Statement  are  effective  for  financial  instruments  entered into or
modified after May 31, 2003, and otherwise are effective at the beginning of the
first  interim  period  beginning  after June 15, 2003,  except for  mandatorily
redeemable financial instruments of nonpublic entities.  Given the nature of the
Company's  liability  and equity  instruments,  management  does not expect this
Statement to have a material  impact to the  consolidated  financial  statements
upon adoption of the Statement on July 1, 2003.

                                      -12-

<PAGE>
<TABLE>
<CAPTION>

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

                                                           (Unaudited)                  (Unaudited)
                                                       Three months ended            Nine months ended
                                                          September 30,                September 30,
                                              --------------------------------------------------------------
                                                    2003               2002        2003            2002
                                              --------------------------------------------------------------
<S>                                                 <C>                <C>         <C>             <C>
Net Interest Income (FTE)                         $16,069            $13,520     $44,612         $39,742
Provision for loan losses                            (150)              (700)       (450)         (2,000)
Noninterest income                                  5,206              5,413      17,156          13,182
Noninterest expense                               (14,049)           (12,133)    (41,068)        (33,498)
Provision for income taxes (FTE)                   (2,738)            (2,473)     (8,045)         (7,106)
                                              --------------------------------------------------------------
Net income                                         $4,338             $3,627     $12,205         $10,320
                                              ==============================================================

Average shares outstanding                          7,850              7,026       7,572           7,010
Diluted average shares outstanding                  8,095              7,231       7,789           7,188
Shares outstanding at period end                    7,846              7,036       7,846           7,036

As Reported:
   Basic earnings per share                         $0.55              $0.52       $1.61           $1.47
   Diluted earnings per share                       $0.54              $0.50       $1.57           $1.44
   Return on assets                                  1.25%              1.39%       1.26%           1.36%
   Return on equity                                 14.09%             15.17%      14.07%          14.92%
   Net interest margin                               5.24%              5.67%       5.14%           5.72%
   Net loan charge-offs (recoveries)
     to average loans                                0.07%             (0.04%)      0.39%           0.14%
   Efficiency ratio (FTE)                           66.04%             64.08%      66.49%          63.29%

Average Balances:
   Total assets                                $1,384,672         $1,044,518  $1,291,693      $1,015,068
   Earning assets                               1,226,453            954,611   1,156,837         926,386
   Total loans                                    876,068            676,009     786,341         655,682
   Total deposits                               1,185,059            908,675   1,112,111         883,898
   Shareholders' equity                          $123,168            $95,645    $115,666         $92,212

Balances at Period End:
   Total assets                                $1,440,584         $1,073,523
   Earning assets                               1,282,882            975,875
   Total loans                                    930,041            683,554
   Total deposits                               1,195,852            937,895
   Shareholders' equity                          $124,826            $96,421

Financial Ratios at Period End:
   Allowance for loan losses to loans                1.45%              2.10%
   Book value per share                            $15.91             $13.70
   Equity to assets                                  8.66%              8.98%
   Total capital to risk assets                     11.73%             11.89%

Dividends Paid Per Share                            $0.20              $0.20       $0.60           $0.60
Dividend Payout Ratio                               37.04%             38.75%      38.22%          40.80%

</TABLE>

                                      -13-

<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. The preparation of these financial statements requires the
Company to make  estimates  and  judgments  that affect the reported  amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets  and  liabilities.  On an  on-going  basis,  the  Company  evaluates  its
estimates,  including  those  related to the adequacy of the  allowance for loan
losses, intangible assets, and contingencies. The Company bases its estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions. (See caption "Allowance for
Loan Losses" for a more detailed discussion).

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

The Company had quarterly  earnings of  $4,338,000,  or $0.54 per diluted share,
for the three months ended September 30, 2003.  These results  represent an 8.0%
increase from the $0.50 earnings per diluted share reported for the three months
ended  September 30, 2002 on earnings of $3,627,000.  The improvement in results
from the  year-ago  quarter was due to a  $2,549,000  (18.9%)  increase in fully
tax-equivalent  net  interest  income to  $16,069,000,  and a  $550,000  (78.6%)
decrease in provision for loan losses to $150,000.  These  contributing  factors
were offset by a $207,000  (3.8%)  decrease in noninterest  income to $5,206,000
and $1,916,000  (15.8%)  increase in noninterest  expense to $14,049,000 for the
quarter ended September 30, 2003. The Company reported  earnings of $12,205,000,
or $1.57 per diluted share,  for the nine months ended September 30, 2003. These
results  represent a 9.0%  increase  from the $1.44  earnings per diluted  share
reported  for  the  nine  months  ended   September  30,  2002  on  earnings  of
$10,320,000.  The  improvement in results from the year-ago  period was due to a
$4,870,000  (12.3%)  increase in fully  tax-equivalent  net  interest  income to
$44,612,000,  a  $1,550,000  (77.5%)  decrease in  provision  for loan losses to
$450,000,   and  a  $3,974,000   (30.1%)  increase  in  noninterest   income  to
$17,156,000.  These  contributing  factors were offset by a  $7,570,000  (22.6%)
increase  in  noninterest  expense  to  $41,068,000  for the nine  months  ended
September  30, 2003.  Included in the Company's  results of  operations  for the
three-month and nine-month  periods ended September 30, 2003, are the effects of
the acquisition of North State National Bank on April 4, 2003.

                                      -14-

<PAGE>

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
                                       September 30,             September 30,
                                   ---------------------------------------------
                                     2003        2002         2003        2002
                                   ---------------------------------------------
Net Interest Income (FTE)          $16,069     $13,520      $44,612     $39,742
Provision for loan losses             (150)       (700)        (450)     (2,000)
Noninterest income                   5,206       5,413       17,156      13,182
Noninterest expense                (14,049)    (12,133)     (41,068)    (33,498)
Provision for income taxes (FTE)    (2,738)     (2,473)      (8,045)     (7,106)
                                   ---------------------------------------------
Net income                          $4,338      $3,627      $12,205     $10,320
                                   =============================================

Net income for the third quarter of 2003 was $711,000  (19.6%) more than for the
same  quarter of 2002.  An increase in fully  taxable  equivalent  net  interest
income (up  $2,549,000  or 18.9%),  and a decrease in provision  for loan losses
(down $550,000 or 78.6%) more than offset a decrease in noninterest income (down
$207,000 or 3.8%),  and an increase in  noninterest  expenses (up  $1,916,000 or
15.8%).  The  increase in net  interest  income  (FTE) was due to an increase in
average balance of  interest-earning  assets (up $272 million or 28.5%) that was
partially  offset by a 43 basis  point  decrease  in net  interest  margin.  The
decrease in  provision  for loan  losses was due to stable loan  quality and the
maintenance of adequate loss reserve levels.  The decrease in noninterest income
from the  year-ago  quarter  was mainly due to  decreases  in  mortgage  banking
activities  (down  $673,000  or 93.0%)  and  commissions  on sale of  nondeposit
investment  products (down  $280,000 or 39.4%).  Offsetting  these  decreases in
noninterest  income were  increases in service  charges on deposit  accounts (up
$321,000 or 11.1%), and increase in cash value of life insurance (up $327,000 or
275%).  The  increase  in  noninterest  expense was mainly due to an increase in
salary and benefit expense (up $1,116,000 or 17.6% to $7,460,000).  The increase
in salary  and  benefits  expense  was mainly  due to annual  salary  increases,
increased  commission  and  incentive  expense,  and new  employees  at four new
branches  the  Company  opened  during 2002 and from the merger with North State
National Bank on April 4, 2003.  Other  noninterest  expense also  increased (up
$800,000 or 13.8% to $6,589,000)  due to the new branch openings in 2002 and the
merger with North State.

Net income for the nine months ended  September 30, 2003 was $1,885,000  (18.3%)
more than for the same period of 2002. An increase in fully  taxable  equivalent
net interest  income (up $4,870,000 or 12.3%),  a decrease in provision for loan
losses (down  $1,550,000 or 77.5%),  and an increase in  noninterest  income (up
$3,974,000 or 30.1%),  more than offset an increase in noninterest  expenses (up
$7,570,000  or 22.6%).  The increase in net interest  income (FTE) was due to an
increase  in average  balance  of  interest-earning  assets (up $230  million or
24.9%) that was  partially  offset by a 58 basis point  decrease in net interest
margin. The decrease in provision for loan losses (down $1,550,000 or 77.5%) was
due to stable loan quality and the  maintenance of adequate loss reserve levels.
The increase in noninterest income from the year-ago period was mainly due to an
increase in service charges and fee income on deposit products (up $3,340,000 or
56.4% to $9,258,000) due to the introduction of an overdraft  privilege  deposit
product  in July  2002  that has added a new  stream  of  recurring  noninterest
income.  The  increase in  noninterest  expense was mainly due to an increase in
salary and benefit expense (up $4,117,000 or 23.1% to $21,973,000). The increase
in salary  and  benefits  expense  was mainly  due to annual  salary  increases,
increased  commission  and  incentive  expense,  and new  employees  at four new
branches  the  Company  opened  during 2002 and from the merger with North State
National Bank on April 4, 2003.  Other  noninterest  expense also  increased (up
$3,453,000 or 22.1% to $19,095,000)  due to the new branch openings in 2002, and
the merger with North State.

                                      -15-

<PAGE>

Net Interest Income
Following is a summary of the components of net interest  income for the periods
indicated (dollars in thousands):
                                    Three months ended         Nine months ended
                                       September 30,             September 30,
                                ------------------------------------------------
                                     2003        2002         2003        2002
                                ------------------------------------------------
   Interest income                 $19,105     $16,435      $53,615     $48,468
   Interest expense                 (3,305)     (3,227)      (9,865)     (9,669)
   FTE adjustment                      269         312          862         943
                                ------------------------------------------------
      Net interest income (FTE)    $16,069     $13,520      $44,612     $39,742
                                ================================================
   Average earning assets       $1,226,453    $954,611   $1,156,837    $926,386

   Net interest margin (FTE)         5.24%       5.67%        5.14%       5.72%

The  Company's  primary  source  of  revenue  is  net  interest  income,  or the
difference  between  interest  income on earning assets and interest  expense in
interest-bearing liabilities. Net interest income (FTE) during the third quarter
of  2003  increased   $2,549,000  (18.9%)  from  the  same  period  in  2002  to
$16,069,000.  The increase in net interest income (FTE) was due to the increased
average  balances of earning assets (up  $271,842,000 or 28.5% to $1.23 billion)
that was partially  offset by a 43 basis point  decrease in net interest  margin
(FTE).

Net  interest  income  (FTE)  during  the first  nine  months of 2003  increased
$4,870,000 (12.3%) from the same period in 2002 to $44,612,000.  The increase in
net interest income (FTE) was due to the increased  average  balances of earning
assets (up  $230,450,000 or 24.9% to $1.16 billion) that was partially offset by
a 58 basis point decrease in net interest margin (FTE).

Interest and Fee Income
Interest and fee income (FTE) for the third quarter of 2003 increased $2,627,000
(15.7%)  from the second  quarter of 2002.  The  increase  was the net effect of
higher  average  interest-earning  assets  (up  $271,842,000  or  28.5% to $1.23
billion) that was partially  offset by a 70 basis point decrease in the yield on
those average earning assets to 6.32%. The growth in interest-earning assets was
led by a $200.1  million  (29.6%)  increase in average  loan  balances to $876.1
million,  and a $93.6 million (38.1%) increase in average  investment  balances.
The average  balance of federal funds sold  decreased  $21.8 million  (66.2%) to
$11.1 million.

The average yield on the Company's  earning assets decreased to 6.32% from 7.02%
for the quarter  ended  September 30, 2002.  This  downward  trend in yields was
reflective  of general  interest  rate markets  during much of the twelve months
ended September 30, 2003.

Interest  and fee income  (FTE) for the nine  months  ended  September  30, 2003
increased  $5,066,000 (10.3%) from the same period of 2002. The increase was the
net effect of higher average  interest-earning  assets (up $230,451,000 or 24.9%
to $1.16 billion) that was partially offset by an 83 basis point decrease in the
yield on those average earning assets to 6.28%.  The growth in  interest-earning
assets was led by a $130.7 million (19.9%)  increase in average loan balances to
$786.3  million,  and a $121.7 million  (52.1%)  increase in average  investment
balances to $355.3 million.  The average balance of federal funds sold decreased
$21.9 million (59.1%) to $15.2 million.

The average yield on the  Company's  earning  assets  decreased to 6.28% for the
nine-month  period  ended  September  30, 2003 from 7.11% for the same period in
2002.  This downward  trend in yields was  reflective  of general  interest rate
markets during the twelve months ended September 30, 2003.

                                      -16-

<PAGE>

Interest Expense
Interest expense  increased $78,000 (2.4%) to $3,305,000 in the third quarter of
2003  compared to  $3,227,000 in the year-ago  quarter.  The average  balance of
interest-bearing  liabilities increased $223.5 million (29.9%) to $972.0 million
in the third quarter of 2003 compared to $748.5 million in the year-ago quarter.
The  increase in  interest-bearing  liabilities  was  concentrated  in the lower
earning  interest-bearing  demand  deposits  (up $38.3  million or  21.8%),  and
savings deposits (up $143.8 million or 55.0%). The average balance of the higher
earning time deposits was up $14.1 million (4.9%) from the year-ago quarter.  In
addition,  the average balance of  noninterest-bearing  deposits increased $80.2
million  (43.8%) from the year-ago  quarter,  and the average balance of Federal
funds  purchased  was $13.8  million in the  quarter  ended  September  30, 2003
compared to $0.2 million in the year-ago  quarter.  The average balance of trust
preferred  securities was $13.6 million in the quarter ended  September 30, 2003
compared to $0 in the year-ago quarter. The average rate paid for all categories
of  interest-bearing  liabilities  decreased  from the average  rate paid in the
year-ago quarter as a result of general market interest rate changes.

Interest  expense  increased  $196,000  (2.0%) to $9,865,000 for the nine months
ended  September 30, 2003 compared to  $9,669,000  in the year-ago  period.  The
average balance of interest-bearing liabilities increased $182.1 million (24.9%)
to $914.7  million  for the nine months  ended  September  30, 2003  compared to
$732.7  million  in  the  year-ago  period.  The  increase  in  interest-bearing
liabilities  was  concentrated  in the  lower  earning  interest-bearing  demand
deposits (up $30.5 million or 17.6%), and savings deposits (up $109.6 million or
42.6%).  The average  balance of the higher  earning time  deposits was up $26.4
million (9.5%) from the year-ago period. In addition,  for the nine months ended
September  30,  2003,  the  average  balance  of  noninterest-bearing   deposits
increased  $61.7  million  (35.4%)  from the  year-ago  period,  and the average
balance of Federal  funds  purchased  was $11.1 million in the nine months ended
September  30, 2003  compared to $0.1 million in the year-ago six month  period.
The  average  balance  of trust  preferred  securities  was $4.5  million in the
nine-month  period  ended  September  30, 2003  compared  to $0 in the  year-ago
nine-month period. The average rate paid for all categories of  interest-bearing
liabilities  decreased  from the average rate paid in the year-ago  quarter as a
result of general market interest rate changes.

Net Interest Margin (FTE)
The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:
                                    Three months ended         Nine months ended
                                       September 30,             September 30,
                                   ---------------------------------------------
                                     2003        2002         2003        2002
                                   ---------------------------------------------
Yield on earning assets              6.32%       7.02%        6.28%       7.11%
Rate paid on interest-bearing
     Liabilities                     1.36%       1.72%        1.44%       1.76%
                                   ---------------------------------------------
     Net interest spread             4.96%       5.30%        4.84%       5.35%
Impact of all other net
     noninterest-bearing funds       0.28%       0.37%        0.30%       0.37%
                                   ---------------------------------------------
        Net interest margin          5.24%       5.67%        5.14%       5.72%
                                   =============================================

Net  interest  margin in the third  quarter of 2003  decreased  43 basis  points
compared to the third quarter of 2002.  Net interest  margin for the nine months
ended  September 30, 2003 decreased 58 basis points  compared to the nine months
ended  September  30,  2002.  Throughout  much of 2002,  the Company was able to
decrease the rates it paid on interest-bearing deposits approximately as fast as
the rates on  interest-earning  assets  decreased.  By doing so, the Company was
able to maintain a relatively high net interest margin  throughout much of 2002.
However,  in the fourth  quarter of 2002,  it became  increasingly  difficult to
reduce the rates paid on interest-bearing  deposits.  As a result, the Company's
net interest  margin  began to  decrease.  Also,  throughout  much of 2002,  the
Company  grew  deposits  faster  than it grew  loans.  As a result,  much of the
available  funds from these  deposits were  invested in  securities  rather than
higher yielding loans,  and this also  contributed to a decrease in net interest
margin.  During the quarters  ended  September  30, 2003 and June 30, 2003,  the
Company's growth rate for loans exceeded its growth rate for deposits,  and this
faster  loan  growth  rate  helped  to slow  down  the rate of  decrease  in the
Company's net interest margin.

                                      -17-

<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 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, 2003                 September 30, 2002
                                       -----------------------------     ------------------------------
                                                  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                                    $876,068  $16,228    7.41%       $676,009  $13,332     7.89%
Investment securities - taxable           301,784    2,389    3.17%        201,982    2,411     4.77%
Investment securities - nontaxable         37,468      732    7.81%         43,659      861     7.89%
Federal funds sold                         11,133       25    0.90%         32,961      143     1.74%

Total earning assets                    1,226,453   19,374    6.32%        954,611   16,747     7.02%
Other assets                              158,219                           89,907
                                       ----------                       ----------
Total assets                           $1,384,672                       $1,044,518
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $214,259      137    0.26%       $175,964      115     0.26%
Savings deposits                          405,339      893    0.88%        261,510      656     1.00%
Time deposits                             302,121    1,771    2.34%        288,021    2,129     2.96%
Federal funds purchased                    13,826       38    1.10%            246        1     1.63%
Other borrowings                           22,898      325    5.68%         22,772      326     5.73%
Trust preferred securities                 13,560      141    4.16%              -        -     -
                                       -----------------------------     ------------------------------
Total interest-bearing liabilities        972,003    3,305    1.36%        748,513    3,227     1.72%
Noninterest-bearing deposits              263,340                          183,180
Other liabilities                          26,161                           17,180
Shareholders' equity                      123,168                           95,645
                                       ----------                       ----------
Total liabilities and
  shareholders' equity                 $1,384,672                       $1,044,518
                                       ==========                       ==========
Net interest spread(1)                                        4.96%                             5.30%
Net interest income and interest margin(2)         $16,069    5.24%                 $13,520     5.67%
                                                  ==================               ====================

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


</TABLE>

                                      -18-

<PAGE>
<TABLE>
<CAPTION>


                                                           For the nine months ended
                                       ----------------------------------------------------------------
                                            September 30, 2003               September 30, 2002
                                       -----------------------------     ------------------------------
                                                  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                                    $786,341  $43,930    7.45%       $655,682  $39,386     8.01%
Investment securities - taxable           316,219    8,072    3.40%        189,370    6,950     4.89%
Investment securities - nontaxable         39,119    2,348    8.00%         44,245    2,599     7.83%
Federal funds sold                         15,158      127    1.12%         37,089      476     1.71%

Total earning assets                    1,156,837   54,477    6.28%        926,386   49,411     7.11%
Other assets                              134,856                           88,682
                                       ----------                       ----------
Total assets                           $1,291,693                       $1,015,068
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $204,334      387    0.25%       $173,796      350     0.27%
Savings deposits                          366,725    2,519    0.92%        257,138    2,011     1.04%
Time deposits                             305,088    5,753    2.51%        278,690    6,340     3.03%
Federal funds purchased                    11,142      101    1.21%             83        1     1.61%
Other borrowings                           22,908      964    5.61%         22,943      967     5.62%
Trust preferred securities                  4,519      141    4.16%              -        -     -
                                       -----------------------------     ------------------------------
Total interest-bearing liabilities        914,716    9,865    1.44%        732,650    9,669     1.76%
Noninterest-bearing deposits              235,964                          174,274
Other liabilities                                   25,347                              15,932
Shareholders' equity                      115,666                           92,212
                                       ----------                       ----------
Total liabilities and
  shareholders' equity                 $1,291,693                       $1,015,068
                                       ==========                       ==========
Net interest spread(1)                                        4.84%                            5.35%
Net interest income and interest margin(2)         $44,612    5.14%                $39,742     5.72%
                                                  ==================               ====================

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


</TABLE>


                                      -19-

<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, 2003
                                                compared with three months
                                                 ended September 30, 2002
                                           -------------------------------------
                                             Volume        Rate        Total
                                           -------------------------------------
Increase (decrease) in interest income:
Loans                                        $3,946      ($1,050)     $2,896
Investments - taxable                         1,190       (1,212)        (22)
Investments - nontaxable                       (122)          (7)       (129)
Federal funds sold                              (95)         (23)       (118)
                                           -------------------------------------
   Total earning assets                       4,919       (2,292)      2,627
                                           -------------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                 25           (3)         22
Savings deposits                                360         (123)        237
Time deposits                                   104         (462)       (358)
Federal funds purchased                          55          (18)         37
Other borrowings                                  2           (3)         (1)
Trust preferred securities                      141            -         141
                                           -------------------------------------
   Total interest-bearing liabilities           687         (609)         78
                                           -------------------------------------
Increase (decrease) in Net Interest Income   $4,232      ($1,683)     $2,549
                                           =====================================


                                            Nine months ended September 30, 2003
                                                compared with nine months
                                                 ended September 30, 2002
                                           -------------------------------------
                                             Volume        Rate        Total
                                           -------------------------------------
Increase (decrease) in interest income:
Loans                                        $7,849   ($3,305)      $4,544
Investments - taxable                         4,652    (3,530)       1,122
Investments - nontaxable                       (301)       50         (251)
Federal funds sold                             (281)      (68)        (349)
                                           -------------------------------------
   Total earning assets                      11,919    (6,853)       5,066
                                           -------------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                 62       (25)          37
Savings deposits                                855      (347)         508
Time deposits                                   600    (1,187)        (587)
Federal funds purchased                         134       (34)         100
Other borrowings                                 (1)       (2)          (3)
Trust preferred securities                      141         -          141
                                           -------------------------------------
   Total interest-bearing liabilities         1,791    (1,595)         196
                                           -------------------------------------
Increase (decrease) in Net Interest Income  $10,128   ($5,258)      $4,870
                                           =====================================

                                      -20-

<PAGE>

Provision for Loan Losses
The  Company  provided  $150,000  for loan  losses in the third  quarter of 2003
versus $700,000 in the third quarter of 2002.  During the third quarter of 2003,
the Company recorded $145,000 of net loan charge offs versus $69,000 of net loan
recoveries in the year earlier quarter.

The  Company  provided  $450,000  for loan losses  during the nine months  ended
September 30, 2003 versus  $2,000,000 during the nine months ended September 30,
2002.  During the nine months ended  September  30, 2003,  the Company  recorded
$2,295,000 of net loan charge offs versus  $676,000 of net loan  charge-offs  in
the year earlier nine-month period. The increase in charge-offs is primarily due
to a $1,554,000 net charge-off  related to two commercial real estate loans to a
single entity  collateralized  by a single building.  The Company had previously
established a specific  allowance for the two commercial real estate loans noted
above in its allowance for loan losses.  The collection was realized on July 31,
2003 via the Company's  receipt of net proceeds of $11,474,000  from the sale of
the  building.  The  collection  resulted  in a  recovery  of  $346,000  of  the
$1,900,000  charged-off  on these loans during the quarter  ended June 30, 2003.
The  $1,900,000  charge-off is reflected in the Company's  results of operations
for the quarter ended June 30, 2003.  The $346,000  recovery is reflected in the
Company's results of operations for the quarter ended September 30, 2003.

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,
                                    --------------------------------------------
                                     2003        2002          2003        2002
                                    --------------------------------------------
 Service charges on deposit
   accounts                         $3,208      $2,887        $9,258     $5,918
 ATM fees and interchange              566         488         1,683      1,299
 Other service fees                    228         174           693        489
 Amortization of mortgage servicing
   rights,
   net of mortgage servicing fees     (285)        (28)         (432)       (71)
 Provision for mortgage
     servicing valuation allowance    (600)          -          (600)         -
 Gain on sale of loans                 936         752         3,388      2,254
 Commissions on sale of
   nondeposit investment products      432         712         1,341      1,989
 Gain on sale of investments            97           -           197          -
 Increase in cash value of life
   insurance                           446         119           961        443
 Other noninterest income              178         309           667        861

 Total noninterest income           $5,206      $5,413       $17,156    $13,182

Noninterest  income for the third quarter of 2003 decreased  $207,000  (3.8%) to
$5,206,000 from $5,413,000 in the year-ago quarter.  The decrease in noninterest
income from the  year-ago  quarter was due to an  increase  in  amortization  of
mortgage  servicing  rights  net of  mortgage  servicing  fees (up  $257,000  to
$285,000),  and a provision  for  mortgage  servicing  valuation  allowance  (of
$600,000)  taken in the quarter ended  September  30, 2003.  The increase in the
amortization  of  mortgage  servicing  rights  and the  provision  for  mortgage
servicing  valuation allowance taken in the third quarter of 2003 are the result
of the recent peak in mortgage  refinance  activity.  While the Company benefits
from  increased  gain on sale of loans during periods of high levels of mortgage
refinance activity, it may also experience increased amortization and provisions
for mortgage servicing  valuations of mortgage  servicing rights.  (See Notes to
Unaudited Condensed Consolidated Financial Statements for additional information
concerning the Company's mortgage operations and valuation of mortgage servicing
rights.) Overall, mortgage banking activities, net of amortization and valuation
allowance,  accounted for $51,000 of noninterest  income in the third quarter of
2003 compared to $724,000 in the year-ago  quarter.  Excluding  mortgage banking
activities and gain on sale of investments,  noninterest  income was up $369,000
(7.9%)  during the third  quarter of 2003 versus the year-ago  quarter.  Service
charges on deposit  accounts  were up  $321,000  (11.1%)  due  primarily  to new
customers,  and increase in cash value of life insurance was up $327,000  (275%)
due to a 157%  increase  in  banked-owned  life  insurance  to $38.6  million at
September  30, 2003 versus $15.0  million at September  30, 2002.  Commission on
sale of nondeposit investment products decreased $281,000 (39.4%) to $432,000 in
the third quarter of 2003 compared to $713,000 in the year-ago quarter.

                                      -21-

<PAGE>

Noninterest  income for the nine  months  ended  September  30,  2003  increased
$3,974,000  (30.1%) to $17,156,000  from $13,182,000 in the same period in 2002.
Mortgage  banking  activities,  net of  amortization  and  valuation  allowance,
accounted  for  $2,356,000  of  noninterest  income during the nine months ended
September 30, 2003 compared to $2,183,000 during the nine months ended September
30, 2002. Excluding mortgage banking activities and gain on sale of investments,
noninterest  income  was up  $3,604,000  (32.8%)  during the nine  months  ended
September 30, 2003 compared to during the nine months ended  September 30, 2002.
Service charges on deposit accounts were up $3,340,000  (56.4%) due primarily to
new customers and the introduction of the Company's  overdraft privilege product
in July 2002.  Increase in cash value of life  insurance was up $518,000  (117%)
due to a 157%  increase  in  banked-owned  life  insurance  to $38.6  million at
September  30, 2003 versus $15.0  million at September  30, 2002.  Commission on
sale of nondeposit  investment products decreased $648,000 (32.6%) to $1,341,000
during the nine months ended  September 30, 2003  compared to $1,989,000  during
the year-ago nine-month period.

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,
                                  ----------------------------------------------
                                    2003        2002          2003        2002
                                  ----------------------------------------------
     Salaries                      $5,006      $4,225       $14,048     $11,616
     Commissions and incentives       929         889         3,401       2,579
     Employee benefits              1,525       1,230         4,524       3,661
     Occupancy                        922         752         2,604       2,157
     Equipment                        877         741         2,456       2,247
     Professional fees                582         567         1,797       1,196
     Telecommunications               384         363         1,167       1,034
     Data processing and software     386         272         1,026         764
     Advertising and marketing        226         468           868         934
     Courier service                  258         235           766         684
     ATM network charges              255         205           742         611
     Intangible amortization          325         228           877         683
     Postage                          202         212           630         543
     Operational losses               240         192           546         295
     Assessments                       72          64           197         175
     Other                          1,860       1,490         5,419       4,319
                                  ----------------------------------------------
     Total                        $14,049     $12,133       $41,068     $33,498
                                  ==============================================
     Average full time
       equivalent staff               516         437           499        427
     Noninterest expense
       to revenue (FTE)            66.04%      64.08%        66.49%     63.29%

Noninterest  expense for the third quarter of 2003 increased  $1,916,000 (15.8%)
to  $14,049,000  from  $12,133,000 in the third quarter of 2002. The increase in
noninterest  expense was mainly due to a $1,116,000  (17.6%)  increase in salary
and benefit expense to $7,460,000.  The increase in salary and benefits  expense
was mainly due to annual salary  increases,  increased  commission and incentive
expense,  and new employees at the Company's four newly opened  branches in 2002
and from the merger with North State National Bank on April 4, 2003. Noninterest
expense excluding  salaries and benefits also increased (up $800,000 or 13.8% to
$6,589,000).  Approximately  $420,000 of this increase was related to occupancy,
equipment, and data processing and software expenses.

                                      -22-

<PAGE>

Noninterest  expense  for the first  nine  months of 2003  increased  $7,570,000
(22.6%) to  $41,068,000  from  $33,498,000 in the first nine months of 2002. The
increase in noninterest  expense was mainly due to a $4,117,000 (23.1%) increase
in salary  and  benefit  expense  to  $21,973,000.  The  increase  in salary and
benefits expense was mainly due to annual salary increases, increased commission
and incentive  expense,  and new  employees at the  Company's  four newly opened
branches in 2002 and from the merger with North State  National Bank on April 4,
2003.  Noninterest  expense  excluding  salaries and benefits also increased (up
$3,453,000 or 22.1% to $19,095,000).  Occupancy,  equipment, and data processing
and  software  expenses  accounted  for $918,000 of this  increase.  Operational
losses  accounted for $251,000 of the increase other  noninterest  expense.  The
increase  in  operational  losses is mainly due to  operational  losses from the
overdraft  privilege product introduced in July 2002, and is more than offset by
the increase in noninterest income from the overdraft privilege product.

Provision for Income Tax
The effective  tax rate for the three months ended  September 30, 2003 was 36.3%
and  reflects a decrease  from 37.3% for the three months  ended  September  30,
2002.  The effective  tax rate for the nine months ended  September 30, 2003 was
37.1% and reflects a decrease from 37.4% for the nine months ended September 30,
2002.  The  provision  for income  taxes for all periods  presented is primarily
attributable to the respective  level of earnings and the incidence of allowable
deductions,  particularly from tax-exempt loans, state and municipal securities,
and bank owned life insurance.

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, 2003        At December 31, 2002
                           -------------------------    ------------------------
                            Gross  Guaranteed   Net      Gross  Guaranteed  Net
                           -----------------------------------------------------
Classified loans           $34,234  $11,593  $22,641    $52,642  $12,280 $40,062
Other classified assets      1,545        -    1,545        932        -     932
                           -----------------------------------------------------
Total classified assets    $35,779  $11,593  $24,186    $53,574  $12,280 $40,994
                           -----------------------------------------------------
Allowance for loan losses/
     Classified loans                          55.7%                       35.1%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies and its government-sponsored  agencies at September 30, 2003, decreased
$16.7 million (40.8%) to $24.3 million from $41.0 million at December 31, 2002.

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.

                                      -23-

<PAGE>

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, 2003,  if all such loans had been current in
accordance  with their  original  terms,  totaled  $1,097,000.  Interest  income
actually  recognized  on these loans during the nine months ended  September 30,
2003 was $766,000.

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

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

As shown in the following table, total nonperforming assets net of guarantees of
the  U.S.  Government,  including  its  agencies  and  its  government-sponsored
agencies,  decreased  $1,495,000  (16.4%)  to  $7,617,000  during the first nine
months of 2003.  Nonperforming assets net of guarantees represent 0.53% 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, 2003         At December 31, 2002
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
                                              ------------------------------------------------------
<S>                                            <C>       <C>      <C>       <C>      <C>      <C>
Performing nonaccrual loans                   $11,114   $8,048   $3,066    $13,199  $8,432   $4,767
Nonperforming, nonaccrual loans                 4,502    1,566    2,936      4,091     718    3,373
                                              ------------------------------------------------------
Total nonaccrual loans                         15,616    9,614    6,002     17,290   9,150    8,140
Loans 90 days past due and still accruing          70        -       70         40       -       40
                                              ------------------------------------------------------
Total nonperforming loans                      15,686    9,614    6,072     17,330   9,150    8,180
Other real estate owned                         1,545        -    1,545        932       -      932
                                              ------------------------------------------------------
Total nonperforming assets                    $17,231   $9,614   $7,617    $18,262  $9,150   $9,112
                                              ======================================================
Nonperforming loans to total loans                                0.65%                       1.19%
Allowance for loan losses/nonperforming loans                      222%                       176%
Nonperforming assets to total assets                              0.53%                       0.80%
Allowance for loan losses to nonperforming assets                  177%                       158%


</TABLE>

                                      -24-

<PAGE>

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

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

The Company's method for assessing the appropriateness of the allowance includes
specific  allowances  for  identified  problem loans and leases as determined by
SFAS 114,  formula  allowance  factors for pools of credits,  and allowances for
changing   environmental  factors  (e.g.,   interest  rates,  growth,   economic
conditions,  etc.). Allowance factors for loan pools are based on the previous 5
years historical loss experience by product type.  Allowances for specific loans
are based on SFAS 114 analysis of individual  credits.  Allowances  for changing
environmental  factors are  Management's  best  estimate of the probable  impact
these  changes  have  had on the loan  portfolio  as a whole.  This  process  is
explained  in  detail  in the  notes  to the  Company's  Consolidated  Financial
Statements  in its Annual  Report on Form 10-K for the year ended  December  31,
2002.

Based on the current conditions of the loan portfolio,  Management believes that
the  $13,460,000  allowance for loan losses at September 30, 2003 is adequate to
absorb probable  losses  inherent in the Company's loan portfolio.  No assurance
can be given,  however,  that adverse economic conditions or other circumstances
will not result in increased losses in the portfolio.

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

                                   Three months ended       Nine months ended
                                      September 30,           September 30,
                                 -----------------------------------------------
                                   2003        2002         2003        2002
                                 -----------------------------------------------
 Balance, beginning of period    $13,455     $13,613      $14,377     $13,058
 Addition through merger               -           -          928             -
 Loan loss provision                 150         700          450         2,000
 Loans charged off                  (551)        (72       (2,894)         (915)
 Recoveries of previously
   charged-off loans                 406         141          599           239
                                 -----------------------------------------------
 Net (charge-offs) recoveries       (145)         69       (2,295)         (676)
                                 -----------------------------------------------
 Balance, end of period          $13,460     $14,382      $13,460       $14,382
                                 ===============================================
 Allowance for loan losses/loans outstanding                1.45%         2.10%

                                      -25-

<PAGE>

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

Also on July 31,  2003,  the  Company  announced  the  termination  of its stock
repurchase  plan  to  repurchase  150,000  shares  of  common  stock  originally
announced on October 19, 2001. There were 118,800 shares  repurchased  under the
plan and the remaining 31,200 shares had not been  repurchased.  The Company has
adopted a new stock  repurchase  plan for the repurchase of up to 250,000 shares
of the Company's common stock from time to time as market  conditions allow. The
250,000  shares   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 new plan has no stated expiration date for
the  repurchases.  The Company  repurchased  8,100 common  shares under this new
plan, all of which were repurchased during the quarter ended September 30, 2003.

The Company's primary capital resource is shareholders' equity, which was $124.8
million at  September  30,  2003.  This amount  represents  an increase of $25.8
million from  December 31, 2002,  the net result of issuance of common stock and
options  related to the merger with North State  National Bank ($18.5  million),
comprehensive  income for the period ($1.1 million),  and the issuance of common
shares via the exercise of stock options  ($1.0  million),  partially  offset by
dividends paid ($4.6 million) and the repurchase of common stock ($0.2 million).
The Company's ratio of equity to total assets was 8.66%,  8.98%, and 8.65% as of
September 30, 2003, September 30, 2002, and December 31, 2002, respectively.
The following  summarizes the ratios of capital to risk-adjusted  assets for the
periods indicated:

<TABLE>
<CAPTION>

                                                                                 To Be Well
                              At September 30,      At            Minimum     Capitalized Under
                             -----------------  December 31,    Regulatory    Prompt Corrective
                              2003       2002      2002         Requirement   Action Provisions
                             ------------------------------------------------------------------
   <S>                        <C>        <C>        <C>              <C>             <C>
     Tier I Capital          10.55%     10.63%     10.71%           4.00%           6.00%
     Total Capital           11.73%     11.89%     11.97%           8.00%          10.00%
     Leverage ratio           8.85%      8.53%      8.27%           4.00%           5.00%

</TABLE>

                                      -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,  2003 and 2002,  the results of the  simulations  noted above
indicate that the balance sheet is slightly asset sensitive  (earnings  increase
when interest  rates rise).  The magnitude of all the  simulation  results noted
above is within the Company's policy guidelines.  The asset liability management
policy  limits  aggregate  market  risk,  as  measured  in this  fashion,  to an
acceptable level within the context of risk-return trade-offs.

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

At  September  30,  2003 and  2002,  the  Company  had no  derivative  financial
instruments.

                                      -27-

<PAGE>

Liquidity
The Company's  principal  source of asset liquidity is cash and amounts due from
banks,  federal funds sold, and marketable  investment  securities available for
sale.  At  September  30, 2003,  federal  funds sold and  investment  securities
available  for sale  totaled  $353  million,  representing  an  increase of $6.7
million or 1.9% from December 31, 2002,  and an increase of $61 million or 20.7%
from September 30, 2002. In addition, the Company generates additional liquidity
from its operating activities. The Company's profitability during the first nine
months of 2003 generated cash flows from operations of $19.7 million compared to
$16.8 million during the first nine months of 2002. Additional cash flows may be
provided by  financing  activities,  primarily  the  acceptance  of deposits and
borrowings from banks.  Sales and maturities of investment  securities  produced
cash inflows of $192 million  during the nine months  ended  September  30, 2003
compared to $87 million for the nine months ended September 30, 2002. During the
nine months ended  September 30, 2003, the Company  invested $169 million,  $168
million,  and $22 million in  securities,  net loan growth,  and life  insurance
policies,  respectively,  compared  to  $128  million  and $25  million  used to
purchase  investments and net loan growth,  respectively,  during the first nine
months of 2002. These changes in investment,  loan, and life insurance  balances
contributed to net cash used for investing activities of $162 million during the
nine months ended  September  30, 2003,  compared to net cash used for investing
activities  of $68 million  during the nine months  ended  September  30,  2002.
Financing  activities  provided net cash of $136 million  during the nine months
ended September 30, 2003, compared to net cash provided by financing  activities
of $53 million  during the nine months ended  September  30, 2002.  Increases in
deposit  balances,  Federal  funds  borrowed  and  issuance  of trust  preferred
securities  accounted for $65 million,  $56 million and $20 million of financing
sources of funds, respectively, during the nine months ended September 30, 2003,
compared  to  deposit  balance  increases  that  accounted  for $58  million  of
financing  sources of funds  during the nine months  ended  September  30, 2002.
Dividends paid used $4.6 million and $4.2 million of cash during the nine months
ended  September  30, 2003 and  September  30,  2002,  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, 2003  ("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.



                                      -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 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

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

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

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

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

     10.2*     Form of Change of  Control  Agreement  between  TriCo and each of
               Craig Carney (dated February 27, 2003),  Richard O'Sullivan (date
               February 24, 2003),  and Thomas  Reddish  (dated April 10, 2001),
               filed as Exhibit  10.9 to TriCo's  Quarterly  Report on Form 10-Q
               for the quarter ended September 30, 2001

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

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

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

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

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

     10.8*     Employment  Agreement between TriCo and Richard Smith dated April
               10, 2001,  filed as Exhibit 10.8 to TriCo's Form S-4 Registration
               Statement dated January 16, 2003 (No. 333-102546)

                                      -29-

<PAGE>

     10.9*     Tri Counties  Bank  Executive  Deferred  Compensation  Plan dated
               September  1,  1987,  as  restated  April 1,  1992,  and  amended
               November  12,  2002,  filed as Exhibit  10.9 to TriCo's  Form S-4
               Registration Statement dated January 16, 2003 (No. 333-102546)

     10.10*    Tri Counties  Bank  Supplemental  Retirement  Plan for  Directors
               dated  September 1, 1987, as restated  January 1, 2001,  filed as
               Exhibit 10.10 to TriCo's Form S-4  Registration  Statement  dated
               January 16, 2003 (No. 333-102546)

     10.11*    Tri  Counties  Bank   Supplemental   Executive   Retirement  Plan
               effective  September 1, 1987,  filed as Exhibit  10.11 to TriCo's
               Form S-4  Registration  Statement  dated  January  16,  2003 (No.
               333-102546)

     10.12*    Tri  Counties  Bank  Deferred  Compensation  Plan  for  Directors
               effective  April 1, 1992,  filed as Exhibit 10.12 to TriCo's Form
               S-4   Registration   Statement   dated   January  16,  2003  (No.
               333-102546)

     10.13*    Employment  Agreement between TriCo and Richard  O'Sullivan dated
               April 10,  2001,  filed as  Exhibit  10.13 to  TriCo's  Quarterly
               Report on Form 10-Q for the quarter ended March 31, 2003

     10.14     Form of Joint  Beneficiary  Agreement  effective  March 31,  2003
               between  Tri  Counties  Bank  and each of  Craig  Carney,  Andrew
               Mastorakis, Richard O'Sullivan, Thomas Reddish, and Richard Smith

     10.15     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

     10.16     Form of  Tri-Counties  Bank  Executive  Long Term Care  Agreement
               effective  June 10, 2003  between Tri  Counties  Bank and each of
               Andrew Mastorakis, Richard O'Sullivan, and Thomas Reddish

     10.17     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,  John Hasbrook,  Michael Koehnen,  Donald
               Murphy, Carroll Taresh, and Alex Verischagin

     11.1      Computation of earnings per share

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

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

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

     32.1      Section 1350 Certification of CEO

     32.2      Section 1350 Certification of CFO

       * Previously filed and incorporated by reference.

                                      -30-

<PAGE>


(b) Reports on Form 8-K

     During the quarter ended September 30, 2003 the Company filed the following
     Current Reports on Form 8-K:

     Description                               Date of Report
     ------------------------------------      --------------------
     Quarterly results of operations.          July 30, 2003

     Declaration of $0.20 per common           July 30, 2003
     share dividend payable September
     30, 2003 to holders of record on
     September 9, 2003; trust preferred
     issuance; cancellation of existing
     stock repurchase plan; approval of
     new stock repurchase plan; substantial
     reduction in nonperforming assets.

     Quarterly results of operations.          October 23, 2003



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:  November 12, 2003             /s/ Thomas J. Reddish
                                     ----------------------------------------
                                     Thomas J. Reddish
                                     Vice President and Chief Financial Officer



                                      -31-

<PAGE>


Exhibit 10.14

Form of Joint  Beneficiary  Agreement  effective  March  31,  2003  between  Tri
Counties Bank and each of Craig Carney,  Andrew Mastorakis,  Richard O'Sullivan,
Thomas Reddish, and Richard Smith


                           JOINT BENEFICIARY AGREEMENT


Insurer:             Massachusetts Mutual Life Insurance Company
Policy Number:
Insurer:             New York Life Insurance Company
Policy Number:
Insurer:             Beneficial Life Insurance Company:
Policy Number:
Insurer:             Northwestern Mutual Life Insurance Company
Policy Number:

Owner:               Tri Counties Bank
Insured:
Effective Date:


This  Agreement is by and between Tri Counties Bank  and___________________,  an
executive of the Company.

I.       DEFINITIONS
--------------------
The term "Policy" shall refer to the  above-cited  policies as well any policies
obtained, by means of 1035 exchange, to replace the above-cited policies. Policy
definitions shall govern.

II.      POLICY TITLE AND OWNERSHIP
-----------------------------------
The  respective  rights and duties of the  Company and the Insured in the Policy
shall be as follows: Title and ownership shall reside in the Company for its use
and for the use of the  Insured  all in  accordance  with  this  Agreement.  The
Company alone may, to the extent of its  interest,  exercise the right to borrow
or withdraw the Policy cash values or to terminate the Policy. Where the Company
and the Insured, mutually agree to exercise the right to increase coverage under
the Policy, then, in such event, the rights,  duties and benefits of the parties
to such  increased  coverage  shall  continue to be subject to the terms of this
Agreement.

III.     BENEFICIARY DESIGNATION
---------------------------------
The Insured shall have the right and power to designate beneficiaries to receive
his/her share of death proceeds,  as provided in this Agreement.  Likewise,  the
Insured shall have the right and power to elect and change a payment  option for
such beneficiaries.

IV.      PREMIUM PAYMENTS
-------------------------
The Company shall pay premiums and the Insured shall not be responsible  for any
portion thereof.

V.       TAXABLE BENEFIT
------------------------
Annually the Insured will receive a taxable benefit equal to the assumed cost of
insurance  as  required by the  Internal  Revenue  Service.  The Company (or its
administrator) will report to the Insured such imputed income on Form W-2 or its
equivalent.

                                      -32-

<PAGE>

VI.      DIVISION OF DEATH PROCEEDS
-----------------------------------
The Company  shall be entitled to the death  proceeds of the Policy except that,
subject to  Paragraph  VII herein,  beneficiaries  designated  by the Insured in
accordance  with Paragraph III, shall be entitled to a split dollar share of the
death proceeds.

  1)      If, at the time of his or her death,  the  Insured is  employed by the
          Company,  the Insured employee's  beneficiary (ies), shall be entitled
          to an amount, as follows:
          (a)  If the Insured  employee  has not yet attained the of age seventy
               (70), the lesser of  $___________,  or one hundred percent (100%)
               of the Net At Risk Insurance portion of the proceeds; Net At Risk
               Insurance portion of the proceeds is the aggregate total proceeds
               less the cash value of the Policies designated herein;
          (b)  If the Insured  employee is seventy (70),  or older,  but not yet
               age eighty (80), the lesser of $_________, or one hundred percent
               (100%) of the Net At Risk Insurance portion of the proceeds;
          (c)  If the Insured  employee dies after the  attainment of age eighty
               (80), the lesser of $________,  or one hundred  percent (100%) of
               the Net At Risk Insurance portion of the proceeds.
  2)      If, at the time of his or her death, the Insured is no longer employed
          by the Company but, prior to death,  was eligible to receive  payments
          pursuant to the Tri Counties  Supplemental  Executive  Retirement Plan
          (the SERP), the Insured's  beneficiary  (ies), shall be entitled to an
          amount,  as  follows.  For  purposes  of this  Paragraph  VI, the term
          Applicable  Percentage  shall refer to the  Applicable  Percentage  as
          defined  in the SERP and in  effect as of the  Insured's  last date of
          employment with the Company:
          (a)  If the Insured has not yet attained the of age seventy (70),  the
               Applicable  Percentage  times the  lesser of  $_________,  or one
               hundred  percent (100%) of the Net At Risk  Insurance  portion of
               the proceeds;
          (b)  If the Insured is seventy  (70) or older,  but not yet age eighty
               (80), the Applicable  Percentage times the lesser of $__________,
               or one  hundred  percent  (100%)  of the  Net At  Risk  Insurance
               portion of the proceeds;
          (c)  If the Insured dies after the  attainment of age eighty (80), the
               Applicable  Percentage  times  the  lesser of  $________,  or one
               hundred  percent (100%) of the Net At Risk  Insurance  portion of
               the proceeds.
  3)      If the Company no longer  employs the Insured at the time of death and
          the Insured was not eligible to receive  payments under the SERP prior
          to  death,  the  beneficiaries'  share  of  Policy  proceeds  shall be
          $50,000, provided the policy (ies) remain in force.
  4)      The Company and the Insured's  beneficiaries  shall share any interest
          due on death  proceeds  in the same pro rata ratio as applies to death
          proceeds, respectively.
  5)      In the event that the Policy is terminated other than as a result of a
          termination of this Agreement pursuant to paragraph X. hereunder,  and
          the Insured is eligible to receive  benefits  pursuant to Paragraph IV
          (1) or (2) above, then the Bank shall pay to the Insured's beneficiary
          (ies) an amount which will  provide a total  after-tax  death  benefit
          equal to the  benefit  that the  Insured  would have  received  if the
          Policy had not been terminated.
  6)      Payment of the death benefit  determined  by the preceding  paragraphs
          shall  be made and  distributed  from the  Policies  in the  following
          order,  with resort to each succeeding  policy only to the extent that
          the proceeds of each prior listed Policy are  insufficient  to satisfy
          the specified death benefit in full: : (a)  Massachusetts  Mutual Life
          Insurance  Company Policy Number (b) Beneficial Life Insurance Company
          Policy Number BL (c) New York Life Insurance Company Policy Number (d)
          Northwestern Mutual Life Insurance Company Policy Number .


                                      -33-

<PAGE>

VII.     DIVISION OF CASH SURRENDER VALUE
-----------------------------------------
The Company  shall at all times be entitled to an amount  equal to the  Policy's
cash  value,  as that term is defined in the Policy,  less any Policy  loans and
unpaid interest or cash withdrawals  previously  incurred by the Company and any
applicable Policy surrender  charges.  Such cash value shall be determined as of
the date of surrender of the Policy or death of the Insured as the case may be.

VIII.    PREMIUM WAIVER
-----------------------
If the Policy contains a premium waiver provision, any such waived amounts shall
be  considered  for all  purposes of this  Agreement  as having been paid by the
Company.

IX.      RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
----------------------------------------------------------------------------
In the event the Policy involves an endowment or annuity element,  the Company's
right and  interest  in any  endowment  proceeds  or annuity  benefits  shall be
determined according to this Agreement, by regarding such endowment proceeds, or
the commuted value of such annuity  benefits,  as the Policy's cash value.  Such
endowment  proceeds or annuity benefits shall be treated like death proceeds for
the purposes of division under this Agreement.

X.       TERMINATION OF AGREEMENT
---------------------------------
This Agreement shall terminate immediately upon the commission of any act by the
Insured that results in the termination of the Policy by the Insurer.  Except as
provided  above,  this  Agreement  shall  terminate upon  distribution  of death
benefits in accordance with Paragraph VI above.

XI.      PROHIBITION ON ASSIGNMENT
----------------------------------
The Insured may not, without the prior written consent of the Company, assign to
any individual, trust or other organization, any right, title or interest in the
Policy or in any  rights,  options,  privileges  or duties  created  under  this
Agreement.


XII.     AGREEMENT BINDING UPON THE PARTIES
-------------------------------------------
This  Agreement  shall be binding  upon the Insured and the  Company,  and their
respective  heirs,   successors,   personal   representatives  and  assigns,  as
applicable.


XIII.    NAMED FIDUCIARY AND PLAN ADMINISTRATOR
-----------------------------------------------
The Company is hereby  designated  the "Named  Fiduciary"  until  resignation or
removal by its Board of  Directors.  As Named  Fiduciary,  the Company  shall be
responsible for the management, control, and administration of this Agreement as
established  herein.  The Named Fiduciary may allocate to others certain aspects
of the management and operations  responsibilities of this Agreement,  including
the  employment  of advisors and the  delegation  of any  ministerial  duties to
qualified individuals.

XIV.     FUNDING POLICY
-----------------------
The funding Policy for this  Agreement  shall be to maintain the Policy in force
by paying, when due, all premiums required.

XV.      CLAIM PROCEDURES
-------------------------
Claims shall be directed to The Benefit Marketing Group,  Inc. Atlanta,  Georgia
(770-952-1529).  If a claim is  payable,  a benefit  check will be issued to the
Named Fiduciary. In the event that a claim is not eligible under the Policy, the
Insurer will notify the Named Fiduciary of the denial as required by the Policy.
If the Named Fiduciary is  dissatisfied  with the denial of the claim and wishes
to contest such claim denial,  it should contact the office named above and they
will assist in making  inquiry to the Insurer.  All  objections to the Insurer's
actions  should be in  writing  and  submitted  to the  office  named  above for
transmittal to the Insurer.

                                      -34-

<PAGE>

XVI.     GENDER AND PLURAL VS SINGULAR
--------------------------------------
Whenever in this  Agreement  words are used in the  masculine or neuter  gender,
they shall be read and construed as in the masculine, feminine or neuter gender,
whenever they should so apply.  When applicable,  nouns in the singular shall be
read and construed as in the plural and visa versa.

XVII.    INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
--------------------------------------------------------
The Insurer  shall not be deemed a party to this  Agreement,  but will be served
with an  executed  copy of this  Agreement.  Payment  or  other  performance  in
accordance with the Policy provisions shall fully discharge the Insurer from any
and all liability.


IN WITNESS WHEREOF,  the Insured and duly authorized Company officer have signed
this Agreement as of the above written date.


TRI COUNTIES BANK                   INSURED




--------------------------          --------------------------------
Richard Miller
Senior Vice President



                                      -35-

<PAGE>


                          BENEFICIARY DESIGNATION FORM
                 FOR THE JOINT BENEFICIARY DESIGNATION AGREEMENT

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.)

                                      -36-

<PAGE>


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 the Joint Beneficiary  Designation 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.




----------------------------------------------                ------------------
Insured                                                       Date

                                      -37-

<PAGE>


Exhibit 10.15

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


                           JOINT BENEFICIARY AGREEMENT



Insurer:

Policy Number:

Owner:               Tri Counties Bank

Insured:

Effective Date


This  Agreement  is by and between  Tri  Counties  Bank and,  _________________a
Director of the Company.

I.       DEFINITIONS
--------------------
The term "Policy" shall refer to the  above-cited  policies as well any policies
obtained, by means of 1035 exchange, to replace the above-cited policies. Policy
definitions shall govern.

II.      POLICY TITLE AND OWNERSHIP
-----------------------------------
The  respective  rights and duties of the  Company and the Insured in the Policy
shall be as follows: Title and ownership shall reside in the Company for its use
and for the use of the  Insured  all in  accordance  with  this  Agreement.  The
Company alone may, to the extent of its  interest,  exercise the right to borrow
or withdraw the Policy cash values or to terminate the Policy. Where the Company
and the Insured, mutually agree to exercise the right to increase coverage under
the Policy, then, in such event, the rights,  duties and benefits of the parties
to such  increased  coverage  shall  continue to be subject to the terms of this
Agreement.

III.     BENEFICIARY DESIGNATION
---------------------------------
The Insured shall have the right and power to designate beneficiaries to receive
his/her share of death proceeds,  as provided in this Agreement.  Likewise,  the
Insured shall have the right and power to elect and change a payment  option for
such beneficiaries.

IV.      PREMIUM PAYMENTS
-------------------------
The Company shall pay premiums and the Insured shall not be responsible  for any
portion thereof.

V.       TAXABLE BENEFIT
------------------------
Annually the Insured will receive a taxable benefit equal to the assumed cost of
insurance  as  required by the  Internal  Revenue  Service.  The Company (or its
administrator) will report to the Insured such imputed income on Form W-2 or its
equivalent.

VI.      DIVISION OF DEATH PROCEEDS
-----------------------------------
The Company  shall be entitled to the death  proceeds of the Policy except that,
subject to  Paragraph  VII herein,  beneficiaries  designated  by the Insured in
accordance  with Paragraph III, shall be entitled to a split dollar share of the
death proceeds.

                                      -38-

<PAGE>

1.   If, at the time of his or her death,  the  Insured is serving as a Director
     of the Company, the Insured employee's beneficiary (ies), shall be entitled
     to an amount, as follows:
     a.   If the  Insured has not yet  attained  the of age  seventy  (70),  the
          lesser of  $___________,  or one hundred  percent (100%) of the Net At
          Risk Insurance portion of the proceeds;  Net At Risk Insurance portion
          of the proceeds is the aggregate total proceeds less the cash value of
          the Policies designated herein;
     b.   If the Insured is seventy (70), or older, but not yet age eighty (80),
          the lesser of $_________,  or one hundred percent (100%) of the Net At
          Risk Insurance portion of the proceeds;

     c.   If the  Insured  dies after the  attainment  of age eighty  (80),  the
          lesser of $________,  or one hundred percent (100%) of the Net At Risk
          Insurance portion of the proceeds.
2.   If, at the time of his or her death, the Insured is no longer a Director of
     the Company but, prior to death, was eligible to receive payments  pursuant
     to the Tri Counties Supplemental  Retirement Plan for Directors (the SERP),
     the  Insured's  beneficiary  (ies),  shall be  entitled  to an  amount,  as
     follows. For purposes of this Paragraph VI, the term Applicable  Percentage
     shall  refer to the  Applicable  Percentage  as  defined in the SERP and in
     effect  as of the  Insured's  last date of  service  as a  Director  of the
     Company:
     a.   If the  Insured has not yet  attained  the of age  seventy  (70),  the
          Applicable  Percentage times the lesser of $_________,  or one hundred
          percent (100%) of the Net At Risk Insurance portion of the proceeds;
     b.   If the Insured is seventy (70) or older,  but not yet age eighty (80),
          the  Applicable  Percentage  times the lesser of  $__________,  or one
          hundred  percent  (100%) of the Net At Risk  Insurance  portion of the
          proceeds;
     c.   If the  Insured  dies after the  attainment  of age eighty  (80),  the
          Applicable  Percentage  times the lesser of $________,  or one hundred
          percent (100%) of the Net At Risk Insurance portion of the proceeds.
3.   If the  Insured is not a Director  of the  Company at the time of death and
     the Insured was not  eligible to receive  payments  under the SERP prior to
     death,  the  beneficiaries'  share of  Policy  proceeds  shall be  $50,000,
     provided the policy (ies) remain in force.
4.   The Company and the Insured's beneficiaries shall share any interest due on
     death  proceeds  in the same pro rata ratio as  applies to death  proceeds,
     respectively.
5.   In the event  that the  Policy is  terminated  other  than as a result of a
     termination of this Agreement  pursuant to paragraph X. hereunder,  and the
     Insured is eligible to receive benefits pursuant to Paragraph IV (1) or (2)
     above, then the Bank shall pay to the Insured's beneficiary (ies) an amount
     which will provide a total  after-tax  death  benefit  equal to the benefit
     that the Insured would have received if the Policy had not been terminated.
6.   Payment of the death benefit  determined by the preceding  paragraphs shall
     be made and  distributed  from the Policies in the  following  order,  with
     resort to each  succeeding  policy only to the extent that the  proceeds of
     each prior listed Policy are  insufficient  to satisfy the specified  death
     benefit in full: (a) John Hancock Life Insurance  Company Policy Number (b)
     Security  Life of  Denver  Policy  Number  (c)  Massachusetts  Mutual  Life
     Insurance  Company  Policy Number (d)  Beneficial  Life  Insurance  Company
     Policy  Number BL (e) New York Life  Insurance  Company  Policy  Number (f)
     Northwestern Mutual Life Insurance Company Policy Number .

                                      -39-

<PAGE>


VII.     DIVISION OF CASH SURRENDER VALUE
-----------------------------------------
The Company  shall at all times be entitled to an amount  equal to the  Policy's
cash  value,  as that term is defined in the Policy,  less any Policy  loans and
unpaid interest or cash withdrawals  previously  incurred by the Company and any
applicable Policy surrender  charges.  Such cash value shall be determined as of
the date of surrender of the Policy or death of the Insured as the case may be.

VIII.    PREMIUM WAIVER
-----------------------
If the Policy contains a premium waiver provision, any such waived amounts shall
be  considered  for all  purposes of this  Agreement  as having been paid by the
Company.

IX.      RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
----------------------------------------------------------------------------
In the event the Policy involves an endowment or annuity element,  the Company's
right and  interest  in any  endowment  proceeds  or annuity  benefits  shall be
determined according to this Agreement, by regarding such endowment proceeds, or
the commuted value of such annuity  benefits,  as the Policy's cash value.  Such
endowment  proceeds or annuity benefits shall be treated like death proceeds for
the purposes of division under this Agreement.

X.       TERMINATION OF AGREEMENT
---------------------------------
This Agreement shall terminate immediately upon the commission of any act by the
Insured that results in the termination of the Policy by the Insurer.  Except as
provided  above,  this  Agreement  shall  terminate upon  distribution  of death
benefits in accordance with Paragraph VI above.

XI.      PROHIBITION ON ASSIGNMENT
----------------------------------
The Insured may not, without the prior written consent of the Company, assign to
any individual, trust or other organization, any right, title or interest in the
Policy or in any  rights,  options,  privileges  or duties  created  under  this
Agreement.

XII.     AGREEMENT BINDING UPON THE PARTIES
-------------------------------------------
This  Agreement  shall be binding  upon the Insured and the  Company,  and their
respective  heirs,   successors,   personal   representatives  and  assigns,  as
applicable.

XIII.    NAMED FIDUCIARY AND PLAN ADMINISTRATOR
-----------------------------------------------
The Company is hereby  designated  the "Named  Fiduciary"  until  resignation or
removal by its Board of  Directors.  As Named  Fiduciary,  the Company  shall be
responsible for the management, control, and administration of this Agreement as
established  herein.  The Named Fiduciary may allocate to others certain aspects
of the management and operations  responsibilities of this Agreement,  including
the  employment  of advisors and the  delegation  of any  ministerial  duties to
qualified individuals.

XIV.     FUNDING POLICY
-----------------------
The funding Policy for this  Agreement  shall be to maintain the Policy in force
by paying, when due, all premiums required.

XV.      CLAIM PROCEDURES
-------------------------
Claims shall be directed to The Benefit Marketing Group,  Inc. Atlanta,  Georgia
(770-952-1529).  If a claim is  payable,  a benefit  check will be issued to the
Named Fiduciary. In the event that a claim is not eligible under the Policy, the
Insurer will notify the Named Fiduciary of the denial as required by the Policy.
If the Named Fiduciary is  dissatisfied  with the denial of the claim and wishes
to contest such claim denial,  it should contact the office named above and they
will assist in making  inquiry to the Insurer.  All  objections to the Insurer's
actions  should be in  writing  and  submitted  to the  office  named  above for
transmittal to the Insurer.

                                      -40-

<PAGE>


XVI.     GENDER AND PLURAL VS SINGULAR
--------------------------------------
Whenever in this  Agreement  words are used in the  masculine or neuter  gender,
they shall be read and construed as in the masculine, feminine or neuter gender,
whenever they should so apply.  When applicable,  nouns in the singular shall be
read and construed as in the plural and visa versa.

XVII.    INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
--------------------------------------------------------
The Insurer  shall not be deemed a party to this  Agreement,  but will be served
with an  executed  copy of this  Agreement.  Payment  or  other  performance  in
accordance with the Policy provisions shall fully discharge the Insurer from any
and all liability.


IN WITNESS WHEREOF,  the Insured and duly authorized Company officer have signed
this Agreement as of the above written date.


TRI COUNTIES BANK                   INSURED



--------------------------          --------------------------------
Richard Miller
Senior Vice President




                                      -41-

<PAGE>


                          BENEFICIARY DESIGNATION FORM
                 FOR THE JOINT BENEFICIARY DESIGNATION AGREEMENT

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.)

                                      -42-

<PAGE>


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 the Joint Beneficiary  Designation 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.




----------------------------------------------                ------------------
Insured                                                       Date


                                      -43-

<PAGE>


Exhibit 10.16

Form of Tri-Counties Bank Executive Long Term Care Agreement  effective June 10,
2003  between  Tri  Counties  Bank  and  each  of  Andrew  Mastorakis,   Richard
O'Sullivan, and Thomas Reddish


                                TRI-COUNTIES BANK
                       EXECUTIVE LONG TERM CARE AGREEMENT


THIS AGREEMENT,  effective  ___________ is made and entered into, by and between
Tri Counties Bank (collectively, the "Company"), and _______________________, an
Executive of the Company (hereinafter, the "Participant").


                                   WITNESSETH:

WHEREAS,  it is the  consensus  of the  Board  of  Directors  (hereinafter,  the
"Board") that the Participant's services to the Company are of exceptional merit
and constitute an invaluable contribution to the general welfare of the Company;
and

WHEREAS,  it  is  in  the  best  interests  of  the  Company  to  encourage  the
Participant's  continued service to Company during the Participant's lifetime or
until the age of retirement; and

WHEREAS,  it is the desire of the  Company  that the  Participant's  services be
retained as herein provided; and

WHEREAS,  the  Participant is willing to continue to serve the Company  provided
the Company agrees to pay the  Participant  certain  benefits in accordance with
the terms and conditions hereinafter set forth;

ACCORDINGLY,  it is the desire of the Company and the  Participant to enter into
this  Agreement  under which the Company will agree to make certain  payments on
behalf of the Participant pursuant to this Agreement;

NOW,  THEREFORE,  in consideration  of services  performed in the past and to be
performed in the future as well as of the mutual  promises and covenants  herein
contained it is agreed as follows:


I.   LONG TERM CARE BENEFIT

     The Company hereby agrees:

     A.   To pay the  initial  single  premium  for the Long  Term  Care  policy
          described herein, on behalf of the Participant:

          Insurer:

          Policy Number:

     B.   That, subject to Paragraph IV, the sole ownership of said policy shall
          reside  with  the  Participant  for  the  Participant's  sole  use and
          benefit.

                                      -44-

<PAGE>


II.      REIMBURSEMENT OBLIGATION UPON TERMINATION OF SERVICE

     For  purposes  of  this   Agreement,   the  term  service  shall  refer  to
     Participant's  service  as an  Executive  of the  Company  and,  except  as
     follows, the phrase "years of service" shall be measured in full years from
     the date of this Agreement to the date of Participant's termination. If the
     Participant signs the Agreement at any time during 2003, then 2003 shall be
     counted as a full year of  service.  The  following  events of  termination
     exempt the Participant  from the  reimbursement  provisions of this Section
     III.
     1.   Termination for any reason following five years of service;
     2.   Death;
     3.   Disability;
     4.   Normal  Retirement,   as  mandated  by  resolution  of  the  Board  of
          Directors;
     5.   Termination for any reason following a Change of Control.  For purpose
          of this  Agreement,  the term Change of Control shall be as defined in
          employment agreements with the Chief Executive Officer of the Company;
     6.   If, upon  execution of this  Agreement,  the  Participant is a current
          member of the Board of Directors of the Company,  termination  of such
          membership, resulting from non-reelection to the Board.

     If the  Participant's  service  terminates for any reason other than one of
     those listed immediately above, the Participant shall reimburse the Company
     the amount of premium expended by the Bank on the Participant's  behalf for
     Long Term Care Insurance,  multiplied times the percentage set forth in the
     schedule that follows:

             Years of Service               Amount
             ----------------               --------------------------
             One Year                       80% of the Single Premium
             Two Years                      60% of the Single Premium
             Three Years                    40% of the Single Premium
             Four Years                     20% of the Single Premium
             Five Years                     No Obligation to Reimburse

     The  reimbursement  amount shall be due and payable within thirty (30) days
     from  the  date  of   termination   of  service.   To   facilitate   prompt
     reimbursement,  the Company  may  off-set  against any amounts it owes to a
     terminated Participant.

III.   MISCELLANEOUS

       A. Termination:  This  Agreement  shall  terminate  on the  later  of the
          following dates:
          -    The date of Participant's termination or
          -    The date on which the  Participant  satisfies  the  reimbursement
               obligation described herein.

       B. Alienability and Assignment Prohibition: The Participant shall have no
          power or right to transfer, assign, anticipate, hypothecate, mortgage,
          commute,  modify or otherwise  encumber in advance any of the benefits
          payable hereunder nor shall any of said benefits be subject to seizure
          for  the  payment  of  any  debts,  judgments,   alimony  or  separate
          maintenance   owed   by   the   Participant   or   the   Participant's
          beneficiary(ies), nor be transferable by operation of law in the event
          of  bankruptcy,  insolvency  or  otherwise.  In  the  event  that  the
          Participant  or  any  beneficiary  attempts  assignment,  commutation,
          hypothecation,  transfer or disposal of the  benefits  hereunder,  the
          Company's liabilities shall forthwith cease and terminate.

                                      -45-

<PAGE>

       C. Taxable  Benefit:  For so long as the Participant  remains in Service,
          and  barring any adverse  change in current tax law,  the  Participant
          will incur no taxable consequence as a result of the benefit described
          by this Agreement.  If the Participant  terminates Service, but is and
          remains  a member  of the  Board of  Directors  of the  Company,  then
          annually  the  Insured  will  receive a taxable  benefit  equal to the
          Premium  times  that   percentage   by  which  his/her   reimbursement
          obligation  was  reduced at the end of the year,  as  required  by the
          Internal  Revenue  Service.  The Company (or its  administrator)  will
          report  to the  Insured  such  imputed  income  on  Form  1099  or its
          equivalent.

       D. Amendment  or  Revocation:  This Plan may be amended or revoked at any
          time,  in whole or in  part,  by the  mutual  written  consent  of the
          Participant and the Company.

       E. Gender:  Whenever  in this  Participant  Plan  words  are  used in the
          masculine or neuter gender, they shall be read and construed as in the
          masculine, feminine or neuter gender, whenever they should so apply.

       F. Fringe  Benefit Effect on Other Company  Benefit Plans:  The long term
          care benefits provided by this Agreement are granted by the Company as
          a  fringe  benefit  to the  Participant  and are  not  part of any fee
          reduction  plan or arrangement  deferring fees or other  compensation.
          The  Participant  does not  have a right  to any form of  compensation
          instead of these  long-term care benefits.  Nothing  contained in this
          Participant  Plan shall affect the right of the Participant to receive
          any other  benefit  or  compensation  that  constitutes  a part of the
          Company's existing or future benefit or compensation structure.

       G. Headings: Headings and subheadings in this Agreement are for reference
          and convenience only and shall not be deemed a part of this Agreement.

       H. Applicable  Law: The laws of the State of California  shall govern the
          validity and interpretation of this Agreement.

       I. Partial Invalidity: If any term, provision,  covenant, or condition of
          this Agreement is determined by an arbitrator or a court,  as the case
          may be, to be invalid,  void,  or  unenforceable,  such  determination
          shall not render any other term,  provision,  covenant,  or  condition
          invalid,  void, or  unenforceable,  and the Agreement  shall remain in
          full force and effect notwithstanding such partial invalidity.

       J. Continuation as  Participant:  Neither this Agreement nor the payments
          of  any  benefits  hereunder  are to be  construed  as  giving  to the
          Participant  any right to be  retained as a director or an employee of
          the Company.

                                      -46-

<PAGE>


IN WITNESS WHEREOF,  the parties hereto acknowledge that each has carefully read
this  Agreement  and executed  the original  thereof on the first date set forth
hereinabove, and that, upon execution, each has received a conforming copy.


PARTICIPANT



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

Name (print)
            --------------------

Date of Execution:
                  --------------




TRI COUNTIES BANK


--------------------------------
Rick Miller, SVP Human Resources

Date of Execution:
                  --------------




                                      -47-

<PAGE>


Exhibit 10.17

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,  John
Hasbrook, Michael Koehnen, Donald Murphy, Carroll Taresh, and Alex Verischagin

                                TRI-COUNTIES BANK
                        DIRECTOR LONG TERM CARE AGREEMENT


THIS AGREEMENT,  effective  ___________ is made and entered into, by and between
Tri Counties Bank (collectively, the "Company"), and _______________________,  a
Director of the Company (hereinafter, the "Participant").


                                   WITNESSETH:

WHEREAS,  it is the  consensus  of the  Board  of  Directors  (hereinafter,  the
"Board") that the Participant's services to the Company are of exceptional merit
and constitute an invaluable contribution to the general welfare of the Company;
and

WHEREAS,  it  is  in  the  best  interests  of  the  Company  to  encourage  the
Participant's  continued service to Company during the Participant's lifetime or
until the age of retirement; and

WHEREAS,  it is the desire of the  Company  that the  Participant's  services be
retained as herein provided; and

WHEREAS,  the  Participant is willing to continue to serve the Company  provided
the Company agrees to pay the  Participant  certain  benefits in accordance with
the terms and conditions hereinafter set forth;

ACCORDINGLY,  it is the desire of the Company and the  Participant to enter into
this  Agreement  under which the Company will agree to make certain  payments on
behalf of the Participant pursuant to this Agreement;

NOW,  THEREFORE,  in consideration  of services  performed in the past and to be
performed in the future as well as of the mutual  promises and covenants  herein
contained it is agreed as follows:


I.   LONG TERM CARE BENEFIT

     The Company hereby agrees:

     A.   To pay the  initial  single  premium  for the Long  Term  Care  policy
          described herein, on behalf of the Participant:

          Insurer:

          Policy Number:

     B.   That, subject to Paragraph IV, the sole ownership of said policy shall
          reside  with  the  Participant  for  the  Participant's  sole  use and
          benefit.

                                      -48-

<PAGE>


II.      REIMBURSEMENT OBLIGATION UPON TERMINATION OF SERVICE

     For purposes of this Agreement,  the term service shall refer to service as
     a Director of the Company  and,  except as  follows,  the phrase  "years of
     service" shall be measured in full years from the date of this Agreement to
     the  date  of  Participant's  termination.  If the  Participant  signs  the
     Agreement  at any time  during  2003,  then 2003 shall be counted as a full
     year of service.  The following  events of termination  exempt the Director
     from the reimbursement provisions of this Section III.
     1.   Termination for any reason following five years of service;
     2.   Death;
     3.   Disability;
     4.   Normal  Retirement,   as  mandated  by  resolution  of  the  Board  of
          Directors;
     5.   Termination for any reason following a Change of Control.  For purpose
          of this  Agreement,  the term Change of Control shall be as defined in
          employment agreements with the Chief Executive Officer of the Company;
     6.   Termination resulting from non-reelection to the Board.

     If the  Participant's  service  terminates for any reason other than one of
     those listed immediately above, the Participant shall reimburse the Company
     the amount of premium expended by the Bank on the Participant's  behalf for
     Long Term Care Insurance,  multiplied times the percentage set forth in the
     schedule that follows:

             Years of Service               Amount
             ----------------               --------------------------
             One Year                       80% of the Single Premium
             Two Years                      60% of the Single Premium
             Three Years                    40% of the Single Premium
             Four Years                     20% of the Single Premium
             Five Years                     No Obligation to Reimburse

     The  reimbursement  amount shall be due and payable within thirty (30) days
     from  the  date  of   termination   of  service.   To   facilitate   prompt
     reimbursement,  the Company  may  off-set  against any amounts it owes to a
     terminated Director.

III.   MISCELLANEOUS

       A. Termination:  This  Agreement  shall  terminate  on the  later  of the
          following dates:
          -    The date of Director's termination or
          -    The  date on  which  the  Director  satisfies  the  reimbursement
               obligation described herein.

       B. Alienability and Assignment Prohibition: The Participant shall have no
          power or right to transfer, assign, anticipate, hypothecate, mortgage,
          commute,  modify or otherwise  encumber in advance any of the benefits
          payable hereunder nor shall any of said benefits be subject to seizure
          for  the  payment  of  any  debts,  judgments,   alimony  or  separate
          maintenance owed by the Participant or the  Participant's  beneficiary
          (ies),  nor be  transferable  by  operation  of law  in the  event  of
          bankruptcy, insolvency or otherwise. In the event that the Participant
          or any beneficiary  attempts assignment,  commutation,  hypothecation,
          transfer  or  disposal  of  the  benefits  hereunder,   the  Company's
          liabilities shall forthwith cease and terminate.

                                      -49-

<PAGE>


       C. Taxable  Benefit:  Annually the Insured will receive a taxable benefit
          equal  to  the  Premium   times  that   percentage  by  which  his/her
          reimbursement  obligation  was  reduced  at the  end of the  year,  as
          required  by  the  Internal  Revenue  Service.  The  Company  (or  its
          administrator)  will report to the Insured such imputed income on Form
          1099 or its equivalent.

       D. Amendment  or  Revocation:  This Plan may be amended or revoked at any
          time,  in whole or in  part,  by the  mutual  written  consent  of the
          Participant and the Company.

       E. Gender:  Whenever  in this  Participant  Plan  words  are  used in the
          masculine or neuter gender, they shall be read and construed as in the
          masculine, feminine or neuter gender, whenever they should so apply.

       F. Fringe  Benefit Effect on Other Company  Benefit Plans:  The long term
          care benefits provided by this Agreement are granted by the Company as
          a  fringe  benefit  to the  Participant  and are  not  part of any fee
          reduction  plan or arrangement  deferring fees or other  compensation.
          The  Participant  does not  have a right  to any form of  compensation
          instead of these  long-term care benefits.  Nothing  contained in this
          Participant  Plan shall affect the right of the Participant to receive
          any other  benefit  or  compensation  that  constitutes  a part of the
          Company's existing or future benefit or compensation structure.

       G. Headings: Headings and subheadings in this Agreement are for reference
          and convenience only and shall not be deemed a part of this Agreement.

       H. Applicable  Law: The laws of the State of California  shall govern the
          validity and interpretation of this Agreement.

       I. Partial Invalidity: If any term, provision,  covenant, or condition of
          this Agreement is determined by an arbitrator or a court,  as the case
          may be, to be invalid,  void,  or  unenforceable,  such  determination
          shall not render any other term,  provision,  covenant,  or  condition
          invalid,  void, or  unenforceable,  and the Agreement  shall remain in
          full force and effect notwithstanding such partial invalidity.

       J. Continuation as  Participant:  Neither this Agreement nor the payments
          of  any  benefits  hereunder  are to be  construed  as  giving  to the
          Participant  any right to be  retained as a director or an employee of
          the Company.


                                      -50-

<PAGE>


IN WITNESS WHEREOF,  the parties hereto acknowledge that each has carefully read
this  Agreement  and executed  the original  thereof on the first date set forth
hereinabove, and that, upon execution, each has received a conforming copy.


PARTICIPANT



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

Name (print)
            --------------------

Date of Execution:
                  --------------




TRI COUNTIES BANK


--------------------------------
Rick Miller, SVP Human Resources

Date of Execution:
                  --------------




                                      -51-

<PAGE>

Exhibit 11.1

TRICO BANCSHARES

Computation of Earnings Per Share on Common and Common  Equivalent Shares and on
Common Shares Assuming Full Dilution

                                            For the               For the
                                          three months          nine months
                                       ended September 30,   ended September 30,
(In thousands, except per share data)   2003         2002     2003         2002
                                     -------------------------------------------
Weighted average number of common
    shares outstanding - basic         7,850        7,026    7,572        7,010

Add exercise of options reduced by
    the number of shares that could
    have been purchased with the
    proceeds of such exercise            245          205      217          178
                                     -------------------------------------------
Weighted average number of common
    shares outstanding - diluted       8,095        7,231    7,789        7,188
                                     ===========================================

Net income                            $4,338       $3,627  $12,205      $10,320

Basic earnings per share               $0.55        $0.52    $1.61        $1.47

Diluted earnings per share             $0.54        $0.50    $1.57        $1.44





                                      -52-

<PAGE>


Exhibit 31.1

Certification  Pursuant to Rule  13a-14(a)/15d-14(a)  of the Securities Exchange
Act of 1934, as Amended

I, Richard P. Smith, certify that;

   1.     I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
   2.     Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
   3.     Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
   4.     The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules  13a-15(e) and  15d-15(e))  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) for the registrant and we have;
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision to ensure that material  information  relating to the
               registrant,  including  its  consolidated  subsidiaries,  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  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluations; 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; and
   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
               information; 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:  November 12, 2003                /s/ Richard P. Smith
                                        -------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer


                                      -53-

<PAGE>


Exhibit 31.2

Certification  Pursuant to Rule  13a-14(a)/15d-14(a)  of the Securities Exchange
Act of 1934, as Amended

I, Thomas J. Reddish, certify that;

   1.     I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
   2.     Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
   3.     Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
   4.     The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules  13a-15(e) and  15d-15(e))  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) for the registrant and we have;
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision to ensure that material  information  relating to the
               registrant,  including  its  consolidated  subsidiaries,  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  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluations; 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; and
   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
               information; 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: November 12, 2003                 /s/ Thomas J. Reddish
                                        -------------------------------------
                                        Thomas J. Reddish
                                        Vice President and Chief Financial
                                        Officer


                                      -54-

<PAGE>


Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350.

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ending  September 30, 2003 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

Certification Pursuant to 18 U.S.C. Section 1350.

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ending  September 30, 2003 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
          Vice President and Chief Financial
          Officer


                                      -55-

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": "tcb10q3q03.txt", "description": "TCBK - 9/30/2003 FORM 10-Q", "secsgml_size_bytes": 199952}]
{"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": "031002191"}, "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 Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For Quarter Ended September 30, 2003              Commission file number 0-10661
------------------------------------              ------------------------------

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

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

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

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

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

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

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

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

                             Yes           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 November 12, 2003:  7,848,524
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                                                      13

  Item 2 - Management's Discussion and Analysis of Financial               14
           Condition and Results of Operations

  Item 3 - Quantitative and Qualitative Disclosure about Market Risk       27

  Item 4 - Controls and Procedures                                         28

PART II - OTHER INFORMATION                                                29

  Item 1 - Legal Proceedings                                               29

  Item 6 - Exhibits and Reports on Form 8-K                                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 continued slowdown in the national and California economies;
    -  increased economic uncertainty created by the recent war in Iraq;
    -  the prospect of additional terrorist attacks in the United States and the
       uncertain effect of these events on the national and regional economies;
    -  changes in the interest rate environment;
    -  changes in the regulatory environment;
    -  significantly increasing competitive pressure in the banking industry;
    -  operational risks including data processing system failures or fraud;
    -  volatility of rate sensitive deposits; and
    -  asset/liability matching risks and liquidity risks.

On April 4, 2003, the Company  acquired  North State  National Bank,  located in
Chico,  California.  Many  possible  events or factors  could  affect the future
financial results and performance of the Company after the merger including:

    -  actual cost savings resulting from the merger are less than we
       expected, we are unable to realize those cost savings as soon as we
       expected or we incur additional or unexpected costs;
    -  revenues after the merger are less than we expected;
    -  competition among financial services companies increases;
    -  we have more trouble integrating our businesses than we expected;
    -  changes in the interest rate environment reduces our interest margins;
    -  general economic conditions change or are worse than we expected;
    -  legislative or regulatory changes adversely affect our business;
    -  changes occur in business conditions and inflation;
    -  personal or commercial customers' bankruptcies increase;
    -  changes occur in the securities markets; and
    -  technology-related changes are more difficult to make or more expensive
       than we expected.

The reader is directed to the Company's  annual report on Form 10-K for the year
ended  December 31, 2002,  for further  discussion of factors which could affect
the Company's  business and cause actual results to differ materially from those
expressed in any forward-looking statement made in this report.

                                      -1-
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                TRICO BANCSHARES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                                                  (Unaudited)               (Unaudited)
                                                               At September 30,           At December 31,
                                                      -------------------------------   ------------------
                                                            2003              2002             2002
Assets:
  Cash and due from banks                                 $66,747           $56,749          $67,170
  Federal funds sold                                        1,900            23,400            8,100
                                                      -------------------------------   ------------------
    Cash and cash equivalents                              68,647            80,149           75,270

  Investment securities available for sale                350,941           268,921          338,024
  Loans
    Commercial                                            152,477           142,290          125,982
    Consumer                                              297,186           191,601          201,858
    Real estate mortgages                                 420,312           313,191          319,969
    Real estate construction                               60,066            36,472           39,713
                                                      -------------------------------   ------------------
    Total loans                                           930,041           683,554          687,522

    Allowance for loan losses                             (13,460)          (14,382)         (14,377)
                                                      -------------------------------   ------------------
    Loans, net of allowance for loan losses               916,581           669,172          673,145
  Premises and equipment, net                              19,787            16,583           17,224
  Cash value of life insurance                             38,644            15,045           15,208
  Other real estate owned                                   1,545                 -              932
  Accrued interest receivable                               6,152             5,552            5,644
  Deferred income taxes                                     8,646             7,957            8,429
  Intangible assets                                        21,992             4,387            4,043
  Other assets                                              7,649             5,757            6,655
                                                      -------------------------------   ------------------
         Total Assets                                  $1,440,584        $1,073,523       $1,144,574
                                                      ===============================   ==================
Liabilities:
  Deposits:
    Noninterest-bearing demand                           $267,148          $202,895         $232,499
    Interest-bearing demand                               211,219           175,883          182,816
    Savings                                               426,340           268,182          297,926
    Time certificates, $100,000 and over                   99,574            86,945           90,404
    Other time certificates                               191,571           203,990          201,592
                                                      -------------------------------   ------------------
    Total deposits                                      1,195,852           937,895        1,005,237
  Federal funds purchased                                  55,700                 -                -
  Accrued interest payable                                  2,556             2,608            2,927
  Other Liabilities                                        18,756            13,667           14,472
  Long-term debt and other borrowings                      22,894            22,932           22,924
  Trust preferred securities                               20,000                 -                -
                                                      -------------------------------   ------------------
    Total Liabilities                                   1,315,758           977,102        1,045,560
                                                      -------------------------------   ------------------
Shareholders' Equity:
  Authorized - 20,000,000 shares of common
  stock Issued and outstanding:
    7,846,001 at September 30, 2003                        69,875
    7,035,590 at September 30, 2002                                          50,188
    7,060,965 at December 31, 2002                                                            50,472
  Retained earnings                                        53,728            43,900           46,239
  Accumulated other comprehensive income, net               1,223             2,333            2,303
                                                      -------------------------------   ------------------
    Total Shareholders' Equity                            124,826            96,421           99,014
                                                      -------------------------------   ------------------
Total Liabilities and Shareholders' Equity             $1,440,584        $1,073,523       $1,144,574
                                                      ===============================   ==================
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,
                                                    2003            2002                2003           2002
                                              -------------------------------------------------------------------
Interest Income:
  Interest and fees on loans                      $16,228         $13,333             $43,930        $39,387
  Interest on federal funds sold                       25             143                 127            476
  Interest on investment securities
    available for sale
      Taxable                                       2,389           2,410               8,072          6,949
      Tax exempt                                      463             549               1,486          1,656
                                              -------------------------------------------------------------------
    Total interest income                          19,105          16,435              53,615         48,468
                                              -------------------------------------------------------------------
Interest Expense:
  Interest on interest-bearing demand deposits        137             115                 387            350
  Interest on savings                                 893             656               2,519          2,011
  Interest on time certificates of deposit          1,771           2,129               5,753          6,340
  Interest on short-term borrowing                     38               1                 101              1
  Interest on long-term debt                          325             326                 964            967
  Interest on trust preferred securities              141               -                 141              -
                                              -------------------------------------------------------------------
    Total interest expense                          3,305           3,227               9,865          9,669
                                              -------------------------------------------------------------------
Net Interest Income                                15,800          13,208              43,750         38,799
                                              -------------------------------------------------------------------
Provision for loan losses                             150             700                 450          2,000
                                              -------------------------------------------------------------------
Net Interest Income After Provision for
  Loan Losses                                      15,650          12,508              43,300         36,799
                                              -------------------------------------------------------------------
Noninterest Income:
  Service charges and fees                          3,117           3,521              10,602          7,635
  Gain on sale of investments                          97               -                 197              -
  Gain on sale of loans                               936             752               3,388          2,254
  Commissions on sale of non-deposit
    investment products                               432             712               1,341          1,989
  Other                                               624             428               1,628          1,304
                                              -------------------------------------------------------------------
  Total Noninterest Income                          5,206           5,413              17,156         13,182
                                              -------------------------------------------------------------------
Noninterest Expense:
  Salaries and related benefits                     7,460           6,344              21,973         17,856
  Other                                             6,589           5,789              19,095         15,642
                                              -------------------------------------------------------------------
  Total Noninterest Expense                        14,049          12,133              41,068         33,498
                                              -------------------------------------------------------------------
Income Before Income Taxes                          6,807           5,788              19,388         16,483
                                              -------------------------------------------------------------------
  Provision for income taxes                        2,469           2,161               7,183          6,163
                                              -------------------------------------------------------------------
Net Income                                         $4,338          $3,627             $12,205        $10,320
                                              -------------------------------------------------------------------
Comprehensive Income:
  Change in unrealized (loss) gain on
    securities available for sale, net             (2,210)            940              (1,080)         2,988
                                              -------------------------------------------------------------------
Comprehensive Income                               $2,128          $4,567             $11,125        $13,308
                                              ===================================================================
Average Shares Outstanding                          7,850           7,026               7,572          7,010
Diluted Average Shares Outstanding                  8,095           7,231               7,789          7,188
Per Share Data
  Basic Earnings                                    $0.55           $0.52               $1.61          $1.47
  Diluted Earnings                                  $0.54           $0.50               $1.57          $1.44
  Dividends Paid                                    $0.20           $0.20               $0.60          $0.60
See accompanying notes to unaudited condensed consolidated financial statements

                                      -3-
TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                            (In thousands, unaudited)
                                                       Accumulated
                                                          Other
                                   Common   Retained   Comprehensive
                                   Stock    Earnings  Income (Loss), net  Total
                                 -----------------------------------------------
Balance, December 31, 2001         $49,679  $37,909       ($655)        $86,933
  Net income for the period                  10,320                      10,320
  Exercise of stock options,
    including tax benefits             579                                  579
  Repurchase of common stock           (70)    (119)                       (189)
  Dividends                                  (4,210)                     (4,210)
  Unrealized gain on securities
    available for sale, net                               2,988           2,988
                                 -----------------------------------------------
Balance September 30, 2002         $50,188  $43,900      $2,333         $96,421
                                 ===============================================

Balance, December 31, 2002         $50,472  $46,239      $2,303         $99,014
  Net income for the period                  12,205                      12,205
  Issuance of stock and options
    related to merger               18,459                               18,459
  Exercise of stock options,
    including tax benefits           1,016                                1,016
Repurchase of common stock             (72)    (157)                       (229)
  Dividends                                  (4,559)                     (4,559)
  Unrealized loss on securities
    available for sale, net                              (1,080)         (1,080)
                                 -----------------------------------------------
Balance September 30, 2003         $69,875  $53,728      $1,223        $124,826
                                 ===============================================

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,
                                                                     2003               2002
                                                                 -------------------------------
Operating Activities:
   Net income                                                      $12,205             $10,320
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation and amortization of property and equipment       2,108               1,956
       Amortization of intangible assets                               877                 683
       Provision for loan losses                                       450               2,000
       Amortization of investment securities premium, net            2,920               1,080
       Deferred income taxes                                            58                (108)
       Investment security gains net                                  (197)                  -
       Originations of loans for resale                           (147,602)           (113,271)
       Proceeds from sale of loans originated for resale           149,355             114,227
       Gain on sale of loans                                        (3,388)             (2,254)
       Amortization of mortgage servicing rights                     1,042                 498
       Provision for mortgage servicing rights valuation               600                   -
       (Gain) loss on sale of other real estate owned                  (60)                 (8)
       (Gain) loss on sale of fixed assets                              (3)                 10
       Change in assets and liabilities:
         Decrease (increase) in interest receivable                     34                 (30)
         Decrease in interest payable                                 (445)               (880)
         Increase in other assets and liabilities                    1,698               2,547
                                                                 -------------------------------
Net Cash Provided by Operating Activities                           19,652              16,770
                                                                 -------------------------------
Investing Activities:
   Net cash obtained in mergers and acquisitions                     7,450                   -
   Proceeds from maturities of securities available-for-sale       170,120              87,365
   Proceeds from sale of securities available-for-sale              22,320                   -
   Purchases of securities available-for-sale                     (169,113)           (127,999)
   Net increase in loans                                          (168,329)            (25,498)
   Proceeds from sale of premises and equipment                         15                  16
   Purchases of property and equipment                              (2,191)             (1,902)
   Proceeds from sale of other real estate owned                        60                  79
   Purchase of life insurance                                      (22,475)                  -
                                                                 -------------------------------
Net Cash Used by Investing Activities                             (162,143)            (67,939)
                                                                 -------------------------------
Financing Activities:
   Net increase in deposits                                         64,566              57,502
   Net increase in Federal funds purchased                          55,700                   -
   Payments of principal on long-term debt agreements                  (30)                (24)
   Issuance of trust preferred securities                           19,850                   -
   Repurchase of Common Stock                                         (229)               (189)
   Dividends paid                                                   (4,559)             (4,210)
   Exercise of stock options/issuance of Common Stock                  570                 275
                                                                 -------------------------------
Net Cash Provided by Financing Activities                          135,868              53,354
                                                                 -------------------------------
Net (Decrease) Increase in Cash and Cash Equivalents                (6,623)              2,185
                                                                 -------------------------------
Cash and Cash Equivalents and Beginning of Period                   75,270              77,964
                                                                 -------------------------------
Cash and Cash Equivalents at End of Period                         $68,647             $80,149
                                                                 ===============================
Supplemental Disclosure of Noncash Activities:
   Unrealized (loss) gain on securities available for sale         ($1,930)             $4,777
   Loans transferred to other real estate owned                       $613                   -
Supplemental Disclosure of Cash Flow Activity:
   Cash paid for interest expense                                  $10,236             $10,549
   Cash paid for income taxes                                       $4,810              $4,700
   Income tax benefit from stock option exercises                     $446                $304
The acquisition of North State National Bank
   Involved the following:
   Common stock issued                                             $18,459
   Liabilities assumed                                            $126,722
   Fair value of assets acquired, other than cash
     and cash equivalents                                        ($118,905)
   Core deposit intangible                                         ($3,365)
   Goodwill                                                       ($15,461)
   Net cash and cash equivalents received                           $7,450
See accompanying notes to unaudited condensed consolidated financial statements

                                      -5-
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: General Summary of Significant Accounting Policies
The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange  Commission.  The results of operations  reflect interim
adjustments,  all of which are of a normal  recurring  nature and which,  in the
opinion of management,  are necessary for a fair presentation of the results for
the interim period  presented.  The interim results for the three and nine month
periods ended September 30, 2003 and 2002 are not necessarily  indicative of the
results  expected  for the full year.  These  unaudited  consolidated  financial
statements should be read in conjunction with the audited consolidated financial
statements and accompanying  notes as well as other information  included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002.

Principles of Consolidation
The consolidated  financial  statements include the accounts of the Company, and
its wholly-owned subsidiaries, Tri Counties Bank (the "Bank"), and TriCo Capital
Trust I. All  significant  intercompany  accounts  and  transactions  have  been
eliminated in consolidation.

Nature of Operations
The Company  operates 33 branch  offices and 10 in-store  branch  offices in the
California  counties of Butte,  Contra Costa, Del Norte,  Fresno,  Glenn,  Kern,
Lake, Lassen, Madera, Mendocino,  Merced, Nevada, Sacramento,  Shasta, Siskiyou,
Stanislaus,  Sutter,  Tehama,  Tulare and Yuba. The Company's  operating  policy
since  its  inception  has  emphasized  retail  banking.  Most of the  Company's
customers are retail customers and small to medium sized businesses.

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

Investment Securities
The Company  classifies its debt and marketable  equity  securities  into one of
three  categories:  trading,  available-for-sale  or  held-to-maturity.  Trading
securities  are bought and held  principally  for the  purpose of selling in the
near term. Held-to-maturity securities are those securities that the Company has
the ability and intent to hold until maturity. All other securities not included
in trading or held-to-maturity are classified as available-for-sale.  During the
nine months ended  September 30, 2003 and  throughout  2002, the Company did not
have  any  securities   classified  as  either   held-to-maturity   or  trading.
Available-for-sale  securities are recorded at fair value.  Unrealized gains and
losses,  net of the related tax effect,  on  available-for-sale  securities  are
reported as a separate component of other comprehensive  income in shareholders'
equity until realized.

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

                                      -6-
Loans
Loans are reported at the principal amount  outstanding,  net of unearned income
and the allowance for loan losses.  Loan  origination  and  commitment  fees and
certain  direct  loan  origination  costs are  deferred,  and the net  amount is
amortized as an adjustment of the related  loan's yield over the estimated  life
of the loan.  Loans on which the accrual of interest has been  discontinued  are
designated  as  nonaccrual  loans.  Accrual of  interest  on loans is  generally
discontinued  either  when  reasonable  doubt  exists  as to  the  full,  timely
collection  of interest or principal or when a loan becomes  contractually  past
due by 90 days or more with respect to interest or principal.  When loans are 90
days past due, but in Management's  judgment are well secured and in the process
of collection,  they may not be classified as nonaccrual.  When a loan is placed
on  nonaccrual  status,  all interest  previously  accrued but not  collected is
reversed.  Income on such loans is then  recognized only to the extent that cash
is received and where the future  collection of principal is probable.  Interest
accruals are resumed on such loans only when they are brought fully current with
respect to interest and principal and when, in the judgment of  Management,  the
loans are estimated to be fully collectible as to both principal and interest.

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

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

The  Company  recognizes  a gain and a related  asset for the fair  value of the
rights to  service  loans for  others  when  loans are sold.  The  Company  sold
substantially  all  of  its  conforming  long-term  residential  mortgage  loans
originated  during nine months ended  September 30, 2003 for cash proceeds equal
to the fair value of the loans.

The recorded value of mortgage servicing rights is included in other assets, and
is amortized in proportion  to, and over the period of,  estimated net servicing
revenues.  The  Company  assesses  capitalized  mortgage  servicing  rights  for
impairment based upon the fair value of those rights at each reporting date. For
purposes  of  measuring  impairment,  the rights are  stratified  based upon the
product type, term and interest  rates.  Fair value is determined by discounting
estimated  net future  cash  flows  from  mortgage  servicing  activities  using
discount rates that  approximate  current market rates and estimated  prepayment
rates, among other assumptions.  The amount of impairment recognized, if any, is
the  amount by which the  capitalized  mortgage  servicing  rights for a stratum
exceeds their fair value. Impairment,  if any, is recognized through a valuation
allowance for each individual stratum.

                                      -7-
At  September  30,  2003,  the Company had no mortgage  loans held for sale.  At
September  30, 2003 and  December  31, 2002,  the Company  serviced  real estate
mortgage loans for others of $348 million and $307 million, respectively.

The following table summarizes the Company's mortgage servicing rights assets as
of September 30, 2003 and December 31, 2002.

                                 December 31,                      September 30,
  (Dollars in thousands)             2002    Additions  Reductions      2003
                                 -----------------------------------------------
  Mortgage servicing rights         $2,821     $1,635    ($1,042)     $3,414
  Valuation allowance                    -          -       (600)       (600)
                                 -----------------------------------------------
  Mortgage servicing rights, net
    of valuation allowance          $2,821     $1,635    ($1,642)     $2,814
                                 ===============================================

Intangible Assets
The Company  reviews for impairment of certain  intangibles  held, at the end of
each  calendar  year or whenever  events or changes  indicate  that the carrying
amount of an asset may not be  recoverable.  If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying  amount of the assets  exceeds  the fair  market  value of the  assets.
Assets to be disposed of are  reported  at the lower of the  carrying  amount or
fair value less costs to sell.

Identifiable Intangible Assets
Identifiable  intangible assets consist of core deposit  intangibles and minimum
pension liability.

The  following  table  summarizes  the Company's  core deposit  intangible as of
September 30, 2003 and December 31, 2002.
                                 December 31,                      September 30,
 (Dollar in Thousands)               2002    Additions  Reductions     2003
                                 -----------------------------------------------
 Core deposit intangibles          $10,278     $3,365          -     $13,643
 Accumulated amortization           (6,636)         -      ($877)     (7,513)
                                 -----------------------------------------------
 Core deposit intangibles, net      $3,642     $3,365      ($877)     $6,130
                                 ===============================================

Core deposit  intangibles are amortized over their expected  useful lives.  Such
lives are  periodically  reassessed  to  determine  if any  amortization  period
adjustments  are  indicated.   The  following  table  summarizes  the  Company's
estimated core deposit  intangible  amortization for each of the five succeeding
years:
                                   Estimated Core Deposit
                                   Intangible Amortization
               Years Ended          (Dollar in thousands)
               -----------         -----------------------
                  2003                     $1,207
                  2004                     $1,358
                  2005                     $1,381
                  2006                     $1,395
                  2007                       $490
               Thereafter                  $1,176

The  following  table  summarizes  the  Company's   minimum  pension   liability
intangible as of September 30, 2003 and December 31, 2002.

                                 December 31,                      September 30,
  (Dollar in Thousands)              2002     Additions Reductions     2003
                                 -----------------------------------------------
  Minimum pension liability
    intangible                        $401           -          -       $401
                                 ===============================================

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

                                      -8-
Goodwill
The following table summarizes the Company's goodwill intangible as of September
30, 2003 and December 31, 2002.
                                 December 31,                      September 30,
   (Dollar in Thousands)             2002     Additions Reductions     2003
                                 -----------------------------------------------
   Goodwill                             -     $15,461          -     $15,461
                                 ===============================================

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

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.

                                      -9-
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.

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               Nine Months Ended
                                                  September 30,                    September 30,
(in thousands, except per share amounts)   2003                   2002       2003                2002
                                           ----                   ----       ----                ----
Net income                  As reported   $4,338                 $3,627    $12,205             $10,320
                              Pro forma   $4,271                 $3,574    $12,030             $10,165
Basic earnings per share    As reported    $0.55                  $0.52      $1.61               $1.47
                              Pro forma    $0.54                  $0.51      $1.59               $1.45
Diluted earnings per share  As reported    $0.54                  $0.50      $1.57               $1.44
                              Pro forma    $0.53                  $0.49      $1.54               $1.41
Stock-based employee compensation
  cost, net of related tax effects,
  included in net income    As reported       $0                     $0         $0                  $0
                              Pro forma      $67                    $53       $175                $155
Comprehensive Income
For the  Company,  comprehensive  income  includes  net income  reported  on the
statement  of  income,  changes  in the  fair  value  of its  available-for-sale
investments,  and  changes  in  the  minimum  pension  liability  reported  as a
component of shareholders' equity.

The changes in the components of accumulated other  comprehensive  income (loss)
for the nine months ended September 30, 2003 and 2002 are reported as follows:
                                         Nine Months Ended September 30,
                                           2003                   2002
                                         -------------------------------
Unrealized Gain on Securities                     (in thousands)

Beginning Balance                         $3,048                   $117
Unrealized (loss) gain arising
  during the period, net of tax           (1,080)                 2,988
                                         -------------------------------
Ending Balance                            $1,968                 $3,105
                                         -------------------------------
Minimum Pension Liability
Beginning Balance                          ($745)                 ($772)
Change in minimum pension liability,
  net of tax                                   -                      -
                                         -------------------------------
Ending Balance                             ($745)                 ($772)
                                         -------------------------------
Total accumulated other comprehensive
  income (loss), net                      $1,223                 $2,333
                                         -------------------------------

Reclassifications
Certain amounts previously  reported in the 2002 financial  statements have been
reclassified to conform to the 2003 presentation.  These  reclassifications  did
not affect previously reported net income or total shareholders' equity.

                                      -10-
Acquisition
TriCo Bancshares  (NASDAQ:TCBK),  parent company of Tri Counties Bank,  acquired
North State National  Bank, a national  banking  organization  located in Chico,
California,  by the merger of North State into its wholly owned subsidiary,  Tri
Counties  Bank,  effective  5:01 pm on April 4, 2003.  The  acquisition  and the
related merger  agreement  dated October 3, 2002, was approved by the California
Department of Financial Institutions, the Federal Deposit Insurance Corporation,
and the shareholders of North State National Bank on March 4, March 7, and March
19, 2003,  respectively.  At the time of the acquisition,  North State had total
assets of $140  million,  investment  securities  of $41  million,  loans of $76
million,  and deposits of $126 million.  The acquisition was accounted for using
the purchase  method of  accounting.  The amount of goodwill  recorded as of the
merger date,  which  represented the excess of the total purchase price over the
estimated fair value of net asset acquired, was approximately $15.5 million. The
Company recorded a core deposit  intangible,  which represents the excess of the
fair value of North State's  deposits  over their book value on the  acquisition
date, of approximately  $3.4 million.  This core deposit intangible is scheduled
to be amortized over a seven-year average life.

Under the terms of the merger agreement,  TriCo paid $13,090,057 in cash, issued
723,512  shares of TriCo common  stock,  and issued  options to purchase  79,587
shares of TriCo common stock at an average  exercise price of $6.22 per share in
exchange for all of the 1,234,375  common shares and options to purchase  79,937
common shares of North State National Bank outstanding as of April 4, 2003.

The pro forma  financial  information  in the following  table  illustrates  the
combined  operating  results of TriCo and North State National Bank for the nine
months ended  September 30, 2003 and 2002 as if the  acquisition  of North State
National  Bank had  occurred  as of  January 1,  2002.  The pro forma  financial
information  is presented  for  informational  purposes  and is not  necessarily
indicative  of the results of  operations  that would have occurred if TriCo and
North State  National  Bank had  constituted a single entity as of or January 1,
2002. The pro forma financial information is also not necessarily  indicative of
the future results of operations of the combined  company.  In  particular,  any
opportunity to achieve  certain cost savings as a result of the  acquisition has
not been included in the pro forma financial information.

                                       For the nine months ended September 30,
                                               2003             2002
                                               ----             ----
(in thousands except earnings per share)
Net interest income                          $45,186          $43,168
Provision for loan losses                        450            2,000
Noninterest income                            17,347           13,603
Noninterest expense                           42,224           35,936
Income tax expense                             7,360            7,151
Net income                                   $12,499          $11,684
Basic earnings per share                       $1.60            $1.51
Diluted earnings per share                     $1.55            $1.47

The only significant pro forma  adjustment is the amortization  expense relating
to core deposit  intangible,  and the income tax benefit associated with the pro
forma adjustment.

                                      -11-
Impact of Recently Issued Financial Accounting Pronouncements
In January  2003,  the FASB issued FIN 46, which  clarifies the  application  of
Accounting Research Bulletin ("ARB") 51, consolidated  financial statements,  to
certain entities (called variable  interest  entities) in which equity investors
do not have the  characteristics  of a controlling  financial interest or do not
have sufficient equity at risk for the entity to finance its activities  without
additional  subordinated  financial  support from other parties.  The disclosure
requirements of this  Interpretation are effective for all financial  statements
issued  after  January 31, 2003.  The  consolidation  requirements  apply to all
variable interest  entities created after January 31, 2003. In addition,  public
companies  must  apply  the  consolidation  requirements  to  variable  interest
entities  that  existed  prior to February 1, 2003 and remain in existence as of
the beginning of annual or interim  periods  beginning after September 15, 2003.
Given the nature of the Company's  operations,  management  does not expect this
Interpretation  to  have a  significant  impact  on the  consolidated  financial
statements.

In April 2003, the FASB issued Statement No. 149,  Amendment of Statement 133 on
Derivative  Instruments  and Hedging  Activities,  to provide  clarification  of
certain  terms and  investment  characteristics  identified  in  Statement  133.
Statement  149 is to be applied  prospectively  and is effective  for  contracts
entered into or modified  after June 30,  2003.  The Company does not expect the
adoption  of the  Statement  will have a  material  impact  on the  consolidated
financial statements.

In May 2003, the FASB issued Statement No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. The provisions
of this  Statement  are  effective  for  financial  instruments  entered into or
modified after May 31, 2003, and otherwise are effective at the beginning of the
first  interim  period  beginning  after June 15, 2003,  except for  mandatorily
redeemable financial instruments of nonpublic entities.  Given the nature of the
Company's  liability  and equity  instruments,  management  does not expect this
Statement to have a material  impact to the  consolidated  financial  statements
upon adoption of the Statement on July 1, 2003.

                                      -12-
TRICO BANCSHARES
                                Financial Summary
                (dollars in thousands, except per share amounts)

                                                           (Unaudited)                  (Unaudited)
                                                       Three months ended            Nine months ended
                                                          September 30,                September 30,
                                              --------------------------------------------------------------
                                                    2003               2002        2003            2002
                                              --------------------------------------------------------------
Net Interest Income (FTE)                         $16,069            $13,520     $44,612         $39,742
Provision for loan losses                            (150)              (700)       (450)         (2,000)
Noninterest income                                  5,206              5,413      17,156          13,182
Noninterest expense                               (14,049)           (12,133)    (41,068)        (33,498)
Provision for income taxes (FTE)                   (2,738)            (2,473)     (8,045)         (7,106)
                                              --------------------------------------------------------------
Net income                                         $4,338             $3,627     $12,205         $10,320
                                              ==============================================================

Average shares outstanding                          7,850              7,026       7,572           7,010
Diluted average shares outstanding                  8,095              7,231       7,789           7,188
Shares outstanding at period end                    7,846              7,036       7,846           7,036

As Reported:
   Basic earnings per share                         $0.55              $0.52       $1.61           $1.47
   Diluted earnings per share                       $0.54              $0.50       $1.57           $1.44
   Return on assets                                  1.25%              1.39%       1.26%           1.36%
   Return on equity                                 14.09%             15.17%      14.07%          14.92%
   Net interest margin                               5.24%              5.67%       5.14%           5.72%
   Net loan charge-offs (recoveries)
     to average loans                                0.07%             (0.04%)      0.39%           0.14%
   Efficiency ratio (FTE)                           66.04%             64.08%      66.49%          63.29%

Average Balances:
   Total assets                                $1,384,672         $1,044,518  $1,291,693      $1,015,068
   Earning assets                               1,226,453            954,611   1,156,837         926,386
   Total loans                                    876,068            676,009     786,341         655,682
   Total deposits                               1,185,059            908,675   1,112,111         883,898
   Shareholders' equity                          $123,168            $95,645    $115,666         $92,212

Balances at Period End:
   Total assets                                $1,440,584         $1,073,523
   Earning assets                               1,282,882            975,875
   Total loans                                    930,041            683,554
   Total deposits                               1,195,852            937,895
   Shareholders' equity                          $124,826            $96,421

Financial Ratios at Period End:
   Allowance for loan losses to loans                1.45%              2.10%
   Book value per share                            $15.91             $13.70
   Equity to assets                                  8.66%              8.98%
   Total capital to risk assets                     11.73%             11.89%

Dividends Paid Per Share                            $0.20              $0.20       $0.60           $0.60
Dividend Payout Ratio                               37.04%             38.75%      38.22%          40.80%
-13-
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. The preparation of these financial statements requires the
Company to make  estimates  and  judgments  that affect the reported  amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets  and  liabilities.  On an  on-going  basis,  the  Company  evaluates  its
estimates,  including  those  related to the adequacy of the  allowance for loan
losses, intangible assets, and contingencies. The Company bases its estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions. (See caption "Allowance for
Loan Losses" for a more detailed discussion).

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

The Company had quarterly  earnings of  $4,338,000,  or $0.54 per diluted share,
for the three months ended September 30, 2003.  These results  represent an 8.0%
increase from the $0.50 earnings per diluted share reported for the three months
ended  September 30, 2002 on earnings of $3,627,000.  The improvement in results
from the  year-ago  quarter was due to a  $2,549,000  (18.9%)  increase in fully
tax-equivalent  net  interest  income to  $16,069,000,  and a  $550,000  (78.6%)
decrease in provision for loan losses to $150,000.  These  contributing  factors
were offset by a $207,000  (3.8%)  decrease in noninterest  income to $5,206,000
and $1,916,000  (15.8%)  increase in noninterest  expense to $14,049,000 for the
quarter ended September 30, 2003. The Company reported  earnings of $12,205,000,
or $1.57 per diluted share,  for the nine months ended September 30, 2003. These
results  represent a 9.0%  increase  from the $1.44  earnings per diluted  share
reported  for  the  nine  months  ended   September  30,  2002  on  earnings  of
$10,320,000.  The  improvement in results from the year-ago  period was due to a
$4,870,000  (12.3%)  increase in fully  tax-equivalent  net  interest  income to
$44,612,000,  a  $1,550,000  (77.5%)  decrease in  provision  for loan losses to
$450,000,   and  a  $3,974,000   (30.1%)  increase  in  noninterest   income  to
$17,156,000.  These  contributing  factors were offset by a  $7,570,000  (22.6%)
increase  in  noninterest  expense  to  $41,068,000  for the nine  months  ended
September  30, 2003.  Included in the Company's  results of  operations  for the
three-month and nine-month  periods ended September 30, 2003, are the effects of
the acquisition of North State National Bank on April 4, 2003.

                                      -14-
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
                                       September 30,             September 30,
                                   ---------------------------------------------
                                     2003        2002         2003        2002
                                   ---------------------------------------------
Net Interest Income (FTE)          $16,069     $13,520      $44,612     $39,742
Provision for loan losses             (150)       (700)        (450)     (2,000)
Noninterest income                   5,206       5,413       17,156      13,182
Noninterest expense                (14,049)    (12,133)     (41,068)    (33,498)
Provision for income taxes (FTE)    (2,738)     (2,473)      (8,045)     (7,106)
                                   ---------------------------------------------
Net income                          $4,338      $3,627      $12,205     $10,320
                                   =============================================

Net income for the third quarter of 2003 was $711,000  (19.6%) more than for the
same  quarter of 2002.  An increase in fully  taxable  equivalent  net  interest
income (up  $2,549,000  or 18.9%),  and a decrease in provision  for loan losses
(down $550,000 or 78.6%) more than offset a decrease in noninterest income (down
$207,000 or 3.8%),  and an increase in  noninterest  expenses (up  $1,916,000 or
15.8%).  The  increase in net  interest  income  (FTE) was due to an increase in
average balance of  interest-earning  assets (up $272 million or 28.5%) that was
partially  offset by a 43 basis  point  decrease  in net  interest  margin.  The
decrease in  provision  for loan  losses was due to stable loan  quality and the
maintenance of adequate loss reserve levels.  The decrease in noninterest income
from the  year-ago  quarter  was mainly due to  decreases  in  mortgage  banking
activities  (down  $673,000  or 93.0%)  and  commissions  on sale of  nondeposit
investment  products (down  $280,000 or 39.4%).  Offsetting  these  decreases in
noninterest  income were  increases in service  charges on deposit  accounts (up
$321,000 or 11.1%), and increase in cash value of life insurance (up $327,000 or
275%).  The  increase  in  noninterest  expense was mainly due to an increase in
salary and benefit expense (up $1,116,000 or 17.6% to $7,460,000).  The increase
in salary  and  benefits  expense  was mainly  due to annual  salary  increases,
increased  commission  and  incentive  expense,  and new  employees  at four new
branches  the  Company  opened  during 2002 and from the merger with North State
National Bank on April 4, 2003.  Other  noninterest  expense also  increased (up
$800,000 or 13.8% to $6,589,000)  due to the new branch openings in 2002 and the
merger with North State.

Net income for the nine months ended  September 30, 2003 was $1,885,000  (18.3%)
more than for the same period of 2002. An increase in fully  taxable  equivalent
net interest  income (up $4,870,000 or 12.3%),  a decrease in provision for loan
losses (down  $1,550,000 or 77.5%),  and an increase in  noninterest  income (up
$3,974,000 or 30.1%),  more than offset an increase in noninterest  expenses (up
$7,570,000  or 22.6%).  The increase in net interest  income (FTE) was due to an
increase  in average  balance  of  interest-earning  assets (up $230  million or
24.9%) that was  partially  offset by a 58 basis point  decrease in net interest
margin. The decrease in provision for loan losses (down $1,550,000 or 77.5%) was
due to stable loan quality and the  maintenance of adequate loss reserve levels.
The increase in noninterest income from the year-ago period was mainly due to an
increase in service charges and fee income on deposit products (up $3,340,000 or
56.4% to $9,258,000) due to the introduction of an overdraft  privilege  deposit
product  in July  2002  that has added a new  stream  of  recurring  noninterest
income.  The  increase in  noninterest  expense was mainly due to an increase in
salary and benefit expense (up $4,117,000 or 23.1% to $21,973,000). The increase
in salary  and  benefits  expense  was mainly  due to annual  salary  increases,
increased  commission  and  incentive  expense,  and new  employees  at four new
branches  the  Company  opened  during 2002 and from the merger with North State
National Bank on April 4, 2003.  Other  noninterest  expense also  increased (up
$3,453,000 or 22.1% to $19,095,000)  due to the new branch openings in 2002, and
the merger with North State.

                                      -15-
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,
                                ------------------------------------------------
                                     2003        2002         2003        2002
                                ------------------------------------------------
   Interest income                 $19,105     $16,435      $53,615     $48,468
   Interest expense                 (3,305)     (3,227)      (9,865)     (9,669)
   FTE adjustment                      269         312          862         943
                                ------------------------------------------------
      Net interest income (FTE)    $16,069     $13,520      $44,612     $39,742
                                ================================================
   Average earning assets       $1,226,453    $954,611   $1,156,837    $926,386

   Net interest margin (FTE)         5.24%       5.67%        5.14%       5.72%

The  Company's  primary  source  of  revenue  is  net  interest  income,  or the
difference  between  interest  income on earning assets and interest  expense in
interest-bearing liabilities. Net interest income (FTE) during the third quarter
of  2003  increased   $2,549,000  (18.9%)  from  the  same  period  in  2002  to
$16,069,000.  The increase in net interest income (FTE) was due to the increased
average  balances of earning assets (up  $271,842,000 or 28.5% to $1.23 billion)
that was partially  offset by a 43 basis point  decrease in net interest  margin
(FTE).

Net  interest  income  (FTE)  during  the first  nine  months of 2003  increased
$4,870,000 (12.3%) from the same period in 2002 to $44,612,000.  The increase in
net interest income (FTE) was due to the increased  average  balances of earning
assets (up  $230,450,000 or 24.9% to $1.16 billion) that was partially offset by
a 58 basis point decrease in net interest margin (FTE).

Interest and Fee Income
Interest and fee income (FTE) for the third quarter of 2003 increased $2,627,000
(15.7%)  from the second  quarter of 2002.  The  increase  was the net effect of
higher  average  interest-earning  assets  (up  $271,842,000  or  28.5% to $1.23
billion) that was partially  offset by a 70 basis point decrease in the yield on
those average earning assets to 6.32%. The growth in interest-earning assets was
led by a $200.1  million  (29.6%)  increase in average  loan  balances to $876.1
million,  and a $93.6 million (38.1%) increase in average  investment  balances.
The average  balance of federal funds sold  decreased  $21.8 million  (66.2%) to
$11.1 million.

The average yield on the Company's  earning assets decreased to 6.32% from 7.02%
for the quarter  ended  September 30, 2002.  This  downward  trend in yields was
reflective  of general  interest  rate markets  during much of the twelve months
ended September 30, 2003.

Interest  and fee income  (FTE) for the nine  months  ended  September  30, 2003
increased  $5,066,000 (10.3%) from the same period of 2002. The increase was the
net effect of higher average  interest-earning  assets (up $230,451,000 or 24.9%
to $1.16 billion) that was partially offset by an 83 basis point decrease in the
yield on those average earning assets to 6.28%.  The growth in  interest-earning
assets was led by a $130.7 million (19.9%)  increase in average loan balances to
$786.3  million,  and a $121.7 million  (52.1%)  increase in average  investment
balances to $355.3 million.  The average balance of federal funds sold decreased
$21.9 million (59.1%) to $15.2 million.

The average yield on the  Company's  earning  assets  decreased to 6.28% for the
nine-month  period  ended  September  30, 2003 from 7.11% for the same period in
2002.  This downward  trend in yields was  reflective  of general  interest rate
markets during the twelve months ended September 30, 2003.

                                      -16-
Interest Expense
Interest expense  increased $78,000 (2.4%) to $3,305,000 in the third quarter of
2003  compared to  $3,227,000 in the year-ago  quarter.  The average  balance of
interest-bearing  liabilities increased $223.5 million (29.9%) to $972.0 million
in the third quarter of 2003 compared to $748.5 million in the year-ago quarter.
The  increase in  interest-bearing  liabilities  was  concentrated  in the lower
earning  interest-bearing  demand  deposits  (up $38.3  million or  21.8%),  and
savings deposits (up $143.8 million or 55.0%). The average balance of the higher
earning time deposits was up $14.1 million (4.9%) from the year-ago quarter.  In
addition,  the average balance of  noninterest-bearing  deposits increased $80.2
million  (43.8%) from the year-ago  quarter,  and the average balance of Federal
funds  purchased  was $13.8  million in the  quarter  ended  September  30, 2003
compared to $0.2 million in the year-ago  quarter.  The average balance of trust
preferred  securities was $13.6 million in the quarter ended  September 30, 2003
compared to $0 in the year-ago quarter. The average rate paid for all categories
of  interest-bearing  liabilities  decreased  from the average  rate paid in the
year-ago quarter as a result of general market interest rate changes.

Interest  expense  increased  $196,000  (2.0%) to $9,865,000 for the nine months
ended  September 30, 2003 compared to  $9,669,000  in the year-ago  period.  The
average balance of interest-bearing liabilities increased $182.1 million (24.9%)
to $914.7  million  for the nine months  ended  September  30, 2003  compared to
$732.7  million  in  the  year-ago  period.  The  increase  in  interest-bearing
liabilities  was  concentrated  in the  lower  earning  interest-bearing  demand
deposits (up $30.5 million or 17.6%), and savings deposits (up $109.6 million or
42.6%).  The average  balance of the higher  earning time  deposits was up $26.4
million (9.5%) from the year-ago period. In addition,  for the nine months ended
September  30,  2003,  the  average  balance  of  noninterest-bearing   deposits
increased  $61.7  million  (35.4%)  from the  year-ago  period,  and the average
balance of Federal  funds  purchased  was $11.1 million in the nine months ended
September  30, 2003  compared to $0.1 million in the year-ago six month  period.
The  average  balance  of trust  preferred  securities  was $4.5  million in the
nine-month  period  ended  September  30, 2003  compared  to $0 in the  year-ago
nine-month period. The average rate paid for all categories of  interest-bearing
liabilities  decreased  from the average rate paid in the year-ago  quarter as a
result of general market interest rate changes.

Net Interest Margin (FTE)
The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:
                                    Three months ended         Nine months ended
                                       September 30,             September 30,
                                   ---------------------------------------------
                                     2003        2002         2003        2002
                                   ---------------------------------------------
Yield on earning assets              6.32%       7.02%        6.28%       7.11%
Rate paid on interest-bearing
     Liabilities                     1.36%       1.72%        1.44%       1.76%
                                   ---------------------------------------------
     Net interest spread             4.96%       5.30%        4.84%       5.35%
Impact of all other net
     noninterest-bearing funds       0.28%       0.37%        0.30%       0.37%
                                   ---------------------------------------------
        Net interest margin          5.24%       5.67%        5.14%       5.72%
                                   =============================================

Net  interest  margin in the third  quarter of 2003  decreased  43 basis  points
compared to the third quarter of 2002.  Net interest  margin for the nine months
ended  September 30, 2003 decreased 58 basis points  compared to the nine months
ended  September  30,  2002.  Throughout  much of 2002,  the Company was able to
decrease the rates it paid on interest-bearing deposits approximately as fast as
the rates on  interest-earning  assets  decreased.  By doing so, the Company was
able to maintain a relatively high net interest margin  throughout much of 2002.
However,  in the fourth  quarter of 2002,  it became  increasingly  difficult to
reduce the rates paid on interest-bearing  deposits.  As a result, the Company's
net interest  margin  began to  decrease.  Also,  throughout  much of 2002,  the
Company  grew  deposits  faster  than it grew  loans.  As a result,  much of the
available  funds from these  deposits were  invested in  securities  rather than
higher yielding loans,  and this also  contributed to a decrease in net interest
margin.  During the quarters  ended  September  30, 2003 and June 30, 2003,  the
Company's growth rate for loans exceeded its growth rate for deposits,  and this
faster  loan  growth  rate  helped  to slow  down  the rate of  decrease  in the
Company's net interest margin.

                                      -17-
Summary  of  Average  Balances,   Yields/Rates  and  Interest  Differential  The
following tables present, for the periods indicated,  information  regarding the
Company's consolidated average assets, liabilities and shareholders' equity, the
amounts of interest income from average earning assets and resulting yields, and
the amount of interest  expense paid on  interest-bearing  liabilities.  Average
loan balances include  nonperforming  loans.  Interest income includes  proceeds
from  loans on  nonaccrual  loans  only to the extent  cash  payments  have been
received and applied to interest income.  Yields on securities and certain loans
have been adjusted  upward to reflect the effect of income  thereon  exempt from
federal  income  taxation  at  the  current   statutory  tax  rate  (dollars  in
thousands).
For the three months ended
                                       ----------------------------------------------------------------
                                             September 30, 2003                 September 30, 2002
                                       -----------------------------     ------------------------------
                                                  Interest    Rates                Interest    Rates
                                         Average   Income/   Earned       Average   Income/   Earned
                                         Balance   Expense    Paid        Balance   Expense    Paid
                                       -----------------------------     ------------------------------
Assets:
Loans                                    $876,068  $16,228    7.41%       $676,009  $13,332     7.89%
Investment securities - taxable           301,784    2,389    3.17%        201,982    2,411     4.77%
Investment securities - nontaxable         37,468      732    7.81%         43,659      861     7.89%
Federal funds sold                         11,133       25    0.90%         32,961      143     1.74%

Total earning assets                    1,226,453   19,374    6.32%        954,611   16,747     7.02%
Other assets                              158,219                           89,907
                                       ----------                       ----------
Total assets                           $1,384,672                       $1,044,518
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $214,259      137    0.26%       $175,964      115     0.26%
Savings deposits                          405,339      893    0.88%        261,510      656     1.00%
Time deposits                             302,121    1,771    2.34%        288,021    2,129     2.96%
Federal funds purchased                    13,826       38    1.10%            246        1     1.63%
Other borrowings                           22,898      325    5.68%         22,772      326     5.73%
Trust preferred securities                 13,560      141    4.16%              -        -     -
                                       -----------------------------     ------------------------------
Total interest-bearing liabilities        972,003    3,305    1.36%        748,513    3,227     1.72%
Noninterest-bearing deposits              263,340                          183,180
Other liabilities                          26,161                           17,180
Shareholders' equity                      123,168                           95,645
                                       ----------                       ----------
Total liabilities and
  shareholders' equity                 $1,384,672                       $1,044,518
                                       ==========                       ==========
Net interest spread(1)                                        4.96%                             5.30%
Net interest income and interest margin(2)         $16,069    5.24%                 $13,520     5.67%
                                                  ==================               ====================

(1) Net interest spread represents the average yield earned on assets minus the
    average rate paid on interest-earning assets minus the average rate paid on
    interest-bearing liabilities
(2) Net interest margin is computed by calculating the difference between
    interest income and expense, divided by the average balance of earning
    assets.
-18-
For the nine months ended
                                       ----------------------------------------------------------------
                                            September 30, 2003               September 30, 2002
                                       -----------------------------     ------------------------------
                                                  Interest    Rates                Interest    Rates
                                         Average   Income/   Earned       Average   Income/   Earned
                                         Balance   Expense    Paid        Balance   Expense    Paid
                                       -----------------------------     ------------------------------
Assets:
Loans                                    $786,341  $43,930    7.45%       $655,682  $39,386     8.01%
Investment securities - taxable           316,219    8,072    3.40%        189,370    6,950     4.89%
Investment securities - nontaxable         39,119    2,348    8.00%         44,245    2,599     7.83%
Federal funds sold                         15,158      127    1.12%         37,089      476     1.71%

Total earning assets                    1,156,837   54,477    6.28%        926,386   49,411     7.11%
Other assets                              134,856                           88,682
                                       ----------                       ----------
Total assets                           $1,291,693                       $1,015,068
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $204,334      387    0.25%       $173,796      350     0.27%
Savings deposits                          366,725    2,519    0.92%        257,138    2,011     1.04%
Time deposits                             305,088    5,753    2.51%        278,690    6,340     3.03%
Federal funds purchased                    11,142      101    1.21%             83        1     1.61%
Other borrowings                           22,908      964    5.61%         22,943      967     5.62%
Trust preferred securities                  4,519      141    4.16%              -        -     -
                                       -----------------------------     ------------------------------
Total interest-bearing liabilities        914,716    9,865    1.44%        732,650    9,669     1.76%
Noninterest-bearing deposits              235,964                          174,274
Other liabilities                                   25,347                              15,932
Shareholders' equity                      115,666                           92,212
                                       ----------                       ----------
Total liabilities and
  shareholders' equity                 $1,291,693                       $1,015,068
                                       ==========                       ==========
Net interest spread(1)                                        4.84%                            5.35%
Net interest income and interest margin(2)         $44,612    5.14%                $39,742     5.72%
                                                  ==================               ====================

(1) Net interest spread represents the average yield earned on assets minus the
    average rate paid on interest-earning assets minus the average rate paid on
    interest-bearing liabilities
(2) Net interest margin is computed by calculating the difference between
    interest income and expense, divided by the average balance of earning
    assets.
-19-
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, 2003
                                                compared with three months
                                                 ended September 30, 2002
                                           -------------------------------------
                                             Volume        Rate        Total
                                           -------------------------------------
Increase (decrease) in interest income:
Loans                                        $3,946      ($1,050)     $2,896
Investments - taxable                         1,190       (1,212)        (22)
Investments - nontaxable                       (122)          (7)       (129)
Federal funds sold                              (95)         (23)       (118)
                                           -------------------------------------
   Total earning assets                       4,919       (2,292)      2,627
                                           -------------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                 25           (3)         22
Savings deposits                                360         (123)        237
Time deposits                                   104         (462)       (358)
Federal funds purchased                          55          (18)         37
Other borrowings                                  2           (3)         (1)
Trust preferred securities                      141            -         141
                                           -------------------------------------
   Total interest-bearing liabilities           687         (609)         78
                                           -------------------------------------
Increase (decrease) in Net Interest Income   $4,232      ($1,683)     $2,549
                                           =====================================

                                            Nine months ended September 30, 2003
                                                compared with nine months
                                                 ended September 30, 2002
                                           -------------------------------------
                                             Volume        Rate        Total
                                           -------------------------------------
Increase (decrease) in interest income:
Loans                                        $7,849   ($3,305)      $4,544
Investments - taxable                         4,652    (3,530)       1,122
Investments - nontaxable                       (301)       50         (251)
Federal funds sold                             (281)      (68)        (349)
                                           -------------------------------------
   Total earning assets                      11,919    (6,853)       5,066
                                           -------------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                 62       (25)          37
Savings deposits                                855      (347)         508
Time deposits                                   600    (1,187)        (587)
Federal funds purchased                         134       (34)         100
Other borrowings                                 (1)       (2)          (3)
Trust preferred securities                      141         -          141
                                           -------------------------------------
   Total interest-bearing liabilities         1,791    (1,595)         196
                                           -------------------------------------
Increase (decrease) in Net Interest Income  $10,128   ($5,258)      $4,870
                                           =====================================

                                      -20-
Provision for Loan Losses
The  Company  provided  $150,000  for loan  losses in the third  quarter of 2003
versus $700,000 in the third quarter of 2002.  During the third quarter of 2003,
the Company recorded $145,000 of net loan charge offs versus $69,000 of net loan
recoveries in the year earlier quarter.

The  Company  provided  $450,000  for loan losses  during the nine months  ended
September 30, 2003 versus  $2,000,000 during the nine months ended September 30,
2002.  During the nine months ended  September  30, 2003,  the Company  recorded
$2,295,000 of net loan charge offs versus  $676,000 of net loan  charge-offs  in
the year earlier nine-month period. The increase in charge-offs is primarily due
to a $1,554,000 net charge-off  related to two commercial real estate loans to a
single entity  collateralized  by a single building.  The Company had previously
established a specific  allowance for the two commercial real estate loans noted
above in its allowance for loan losses.  The collection was realized on July 31,
2003 via the Company's  receipt of net proceeds of $11,474,000  from the sale of
the  building.  The  collection  resulted  in a  recovery  of  $346,000  of  the
$1,900,000  charged-off  on these loans during the quarter  ended June 30, 2003.
The  $1,900,000  charge-off is reflected in the Company's  results of operations
for the quarter ended June 30, 2003.  The $346,000  recovery is reflected in the
Company's results of operations for the quarter ended September 30, 2003.

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,
                                    --------------------------------------------
                                     2003        2002          2003        2002
                                    --------------------------------------------
 Service charges on deposit
   accounts                         $3,208      $2,887        $9,258     $5,918
 ATM fees and interchange              566         488         1,683      1,299
 Other service fees                    228         174           693        489
 Amortization of mortgage servicing
   rights,
   net of mortgage servicing fees     (285)        (28)         (432)       (71)
 Provision for mortgage
     servicing valuation allowance    (600)          -          (600)         -
 Gain on sale of loans                 936         752         3,388      2,254
 Commissions on sale of
   nondeposit investment products      432         712         1,341      1,989
 Gain on sale of investments            97           -           197          -
 Increase in cash value of life
   insurance                           446         119           961        443
 Other noninterest income              178         309           667        861

 Total noninterest income           $5,206      $5,413       $17,156    $13,182

Noninterest  income for the third quarter of 2003 decreased  $207,000  (3.8%) to
$5,206,000 from $5,413,000 in the year-ago quarter.  The decrease in noninterest
income from the  year-ago  quarter was due to an  increase  in  amortization  of
mortgage  servicing  rights  net of  mortgage  servicing  fees (up  $257,000  to
$285,000),  and a provision  for  mortgage  servicing  valuation  allowance  (of
$600,000)  taken in the quarter ended  September  30, 2003.  The increase in the
amortization  of  mortgage  servicing  rights  and the  provision  for  mortgage
servicing  valuation allowance taken in the third quarter of 2003 are the result
of the recent peak in mortgage  refinance  activity.  While the Company benefits
from  increased  gain on sale of loans during periods of high levels of mortgage
refinance activity, it may also experience increased amortization and provisions
for mortgage servicing  valuations of mortgage  servicing rights.  (See Notes to
Unaudited Condensed Consolidated Financial Statements for additional information
concerning the Company's mortgage operations and valuation of mortgage servicing
rights.) Overall, mortgage banking activities, net of amortization and valuation
allowance,  accounted for $51,000 of noninterest  income in the third quarter of
2003 compared to $724,000 in the year-ago  quarter.  Excluding  mortgage banking
activities and gain on sale of investments,  noninterest  income was up $369,000
(7.9%)  during the third  quarter of 2003 versus the year-ago  quarter.  Service
charges on deposit  accounts  were up  $321,000  (11.1%)  due  primarily  to new
customers,  and increase in cash value of life insurance was up $327,000  (275%)
due to a 157%  increase  in  banked-owned  life  insurance  to $38.6  million at
September  30, 2003 versus $15.0  million at September  30, 2002.  Commission on
sale of nondeposit investment products decreased $281,000 (39.4%) to $432,000 in
the third quarter of 2003 compared to $713,000 in the year-ago quarter.

                                      -21-
Noninterest  income for the nine  months  ended  September  30,  2003  increased
$3,974,000  (30.1%) to $17,156,000  from $13,182,000 in the same period in 2002.
Mortgage  banking  activities,  net of  amortization  and  valuation  allowance,
accounted  for  $2,356,000  of  noninterest  income during the nine months ended
September 30, 2003 compared to $2,183,000 during the nine months ended September
30, 2002. Excluding mortgage banking activities and gain on sale of investments,
noninterest  income  was up  $3,604,000  (32.8%)  during the nine  months  ended
September 30, 2003 compared to during the nine months ended  September 30, 2002.
Service charges on deposit accounts were up $3,340,000  (56.4%) due primarily to
new customers and the introduction of the Company's  overdraft privilege product
in July 2002.  Increase in cash value of life  insurance was up $518,000  (117%)
due to a 157%  increase  in  banked-owned  life  insurance  to $38.6  million at
September  30, 2003 versus $15.0  million at September  30, 2002.  Commission on
sale of nondeposit  investment products decreased $648,000 (32.6%) to $1,341,000
during the nine months ended  September 30, 2003  compared to $1,989,000  during
the year-ago nine-month period.

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,
                                  ----------------------------------------------
                                    2003        2002          2003        2002
                                  ----------------------------------------------
     Salaries                      $5,006      $4,225       $14,048     $11,616
     Commissions and incentives       929         889         3,401       2,579
     Employee benefits              1,525       1,230         4,524       3,661
     Occupancy                        922         752         2,604       2,157
     Equipment                        877         741         2,456       2,247
     Professional fees                582         567         1,797       1,196
     Telecommunications               384         363         1,167       1,034
     Data processing and software     386         272         1,026         764
     Advertising and marketing        226         468           868         934
     Courier service                  258         235           766         684
     ATM network charges              255         205           742         611
     Intangible amortization          325         228           877         683
     Postage                          202         212           630         543
     Operational losses               240         192           546         295
     Assessments                       72          64           197         175
     Other                          1,860       1,490         5,419       4,319
                                  ----------------------------------------------
     Total                        $14,049     $12,133       $41,068     $33,498
                                  ==============================================
     Average full time
       equivalent staff               516         437           499        427
     Noninterest expense
       to revenue (FTE)            66.04%      64.08%        66.49%     63.29%

Noninterest  expense for the third quarter of 2003 increased  $1,916,000 (15.8%)
to  $14,049,000  from  $12,133,000 in the third quarter of 2002. The increase in
noninterest  expense was mainly due to a $1,116,000  (17.6%)  increase in salary
and benefit expense to $7,460,000.  The increase in salary and benefits  expense
was mainly due to annual salary  increases,  increased  commission and incentive
expense,  and new employees at the Company's four newly opened  branches in 2002
and from the merger with North State National Bank on April 4, 2003. Noninterest
expense excluding  salaries and benefits also increased (up $800,000 or 13.8% to
$6,589,000).  Approximately  $420,000 of this increase was related to occupancy,
equipment, and data processing and software expenses.

                                      -22-
Noninterest  expense  for the first  nine  months of 2003  increased  $7,570,000
(22.6%) to  $41,068,000  from  $33,498,000 in the first nine months of 2002. The
increase in noninterest  expense was mainly due to a $4,117,000 (23.1%) increase
in salary  and  benefit  expense  to  $21,973,000.  The  increase  in salary and
benefits expense was mainly due to annual salary increases, increased commission
and incentive  expense,  and new  employees at the  Company's  four newly opened
branches in 2002 and from the merger with North State  National Bank on April 4,
2003.  Noninterest  expense  excluding  salaries and benefits also increased (up
$3,453,000 or 22.1% to $19,095,000).  Occupancy,  equipment, and data processing
and  software  expenses  accounted  for $918,000 of this  increase.  Operational
losses  accounted for $251,000 of the increase other  noninterest  expense.  The
increase  in  operational  losses is mainly due to  operational  losses from the
overdraft  privilege product introduced in July 2002, and is more than offset by
the increase in noninterest income from the overdraft privilege product.

Provision for Income Tax
The effective  tax rate for the three months ended  September 30, 2003 was 36.3%
and  reflects a decrease  from 37.3% for the three months  ended  September  30,
2002.  The effective  tax rate for the nine months ended  September 30, 2003 was
37.1% and reflects a decrease from 37.4% for the nine months ended September 30,
2002.  The  provision  for income  taxes for all periods  presented is primarily
attributable to the respective  level of earnings and the incidence of allowable
deductions,  particularly from tax-exempt loans, state and municipal securities,
and bank owned life insurance.

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, 2003        At December 31, 2002
                           -------------------------    ------------------------
                            Gross  Guaranteed   Net      Gross  Guaranteed  Net
                           -----------------------------------------------------
Classified loans           $34,234  $11,593  $22,641    $52,642  $12,280 $40,062
Other classified assets      1,545        -    1,545        932        -     932
                           -----------------------------------------------------
Total classified assets    $35,779  $11,593  $24,186    $53,574  $12,280 $40,994
                           -----------------------------------------------------
Allowance for loan losses/
     Classified loans                          55.7%                       35.1%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies and its government-sponsored  agencies at September 30, 2003, decreased
$16.7 million (40.8%) to $24.3 million from $41.0 million at December 31, 2002.

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.

                                      -23-
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, 2003,  if all such loans had been current in
accordance  with their  original  terms,  totaled  $1,097,000.  Interest  income
actually  recognized  on these loans during the nine months ended  September 30,
2003 was $766,000.

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

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

As shown in the following table, total nonperforming assets net of guarantees of
the  U.S.  Government,  including  its  agencies  and  its  government-sponsored
agencies,  decreased  $1,495,000  (16.4%)  to  $7,617,000  during the first nine
months of 2003.  Nonperforming assets net of guarantees represent 0.53% 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, 2003         At December 31, 2002
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
                                              ------------------------------------------------------
Performing nonaccrual loans                   $11,114   $8,048   $3,066    $13,199  $8,432   $4,767
Nonperforming, nonaccrual loans                 4,502    1,566    2,936      4,091     718    3,373
                                              ------------------------------------------------------
Total nonaccrual loans                         15,616    9,614    6,002     17,290   9,150    8,140
Loans 90 days past due and still accruing          70        -       70         40       -       40
                                              ------------------------------------------------------
Total nonperforming loans                      15,686    9,614    6,072     17,330   9,150    8,180
Other real estate owned                         1,545        -    1,545        932       -      932
                                              ------------------------------------------------------
Total nonperforming assets                    $17,231   $9,614   $7,617    $18,262  $9,150   $9,112
                                              ======================================================
Nonperforming loans to total loans                                0.65%                       1.19%
Allowance for loan losses/nonperforming loans                      222%                       176%
Nonperforming assets to total assets                              0.53%                       0.80%
Allowance for loan losses to nonperforming assets                  177%                       158%
-24-
Allowance for Loan Losses
Credit  risk is inherent in the  business of lending.  As a result,  the Company
maintains  an  Allowance  for Loan  Losses  to  absorb  losses  inherent  in the
Company's  loan  portfolio.  This is  maintained  through  periodic  charges  to
earnings.  These  charges are shown in the  Consolidated  Income  Statements  as
provision for loan losses. All specifically identifiable and quantifiable losses
are  immediately  charged off against the allowance.  However,  for a variety of
reasons,  not all losses are immediately known to the Company and, of those that
are known,  the full extent of the loss may not be quantifiable at that point in
time.  The balance of the Company's  Allowance for Loan Losses is meant to be an
estimate of these unknown but probable  losses  inherent in the  portfolio.  For
purposes of this discussion, "loans" shall include all loans and lease contracts
that are part of the Company's portfolio.

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

The Company's method for assessing the appropriateness of the allowance includes
specific  allowances  for  identified  problem loans and leases as determined by
SFAS 114,  formula  allowance  factors for pools of credits,  and allowances for
changing   environmental  factors  (e.g.,   interest  rates,  growth,   economic
conditions,  etc.). Allowance factors for loan pools are based on the previous 5
years historical loss experience by product type.  Allowances for specific loans
are based on SFAS 114 analysis of individual  credits.  Allowances  for changing
environmental  factors are  Management's  best  estimate of the probable  impact
these  changes  have  had on the loan  portfolio  as a whole.  This  process  is
explained  in  detail  in the  notes  to the  Company's  Consolidated  Financial
Statements  in its Annual  Report on Form 10-K for the year ended  December  31,
2002.

Based on the current conditions of the loan portfolio,  Management believes that
the  $13,460,000  allowance for loan losses at September 30, 2003 is adequate to
absorb probable  losses  inherent in the Company's loan portfolio.  No assurance
can be given,  however,  that adverse economic conditions or other circumstances
will not result in increased losses in the portfolio.

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

                                   Three months ended       Nine months ended
                                      September 30,           September 30,
                                 -----------------------------------------------
                                   2003        2002         2003        2002
                                 -----------------------------------------------
 Balance, beginning of period    $13,455     $13,613      $14,377     $13,058
 Addition through merger               -           -          928             -
 Loan loss provision                 150         700          450         2,000
 Loans charged off                  (551)        (72       (2,894)         (915)
 Recoveries of previously
   charged-off loans                 406         141          599           239
                                 -----------------------------------------------
 Net (charge-offs) recoveries       (145)         69       (2,295)         (676)
                                 -----------------------------------------------
 Balance, end of period          $13,460     $14,382      $13,460       $14,382
                                 ===============================================
 Allowance for loan losses/loans outstanding                1.45%         2.10%

                                      -25-
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 July 31, 2003,  TriCo  completed an offering of 20,000  shares of  cumulative
trust preferred  securities for cash in an aggregate amount of $20,000,000.  The
trust preferred  securities are mandatorily  redeemable upon maturity on October
7, 2033 with an interest rate that resets  quarterly at  three-month  LIBOR plus
3.05%, or 4.16% for the first quarterly interest period.  TriCo has the right to
redeem the trust  preferred  securities on or after  October 7, 2008.  The trust
preferred securities were issued through an underwriting  syndicate to which the
Company  paid  underwriting  fees of $7.50 per trust  preferred  security  or an
aggregate of $150,000.  The net proceeds of $19,850,000  will be used to finance
the opening of new branches,  improve bank services and  technology,  repurchase
shares  of the  Company's  common  stock as  described  below and  increase  the
Company's capital.  The trust preferred securities have not been and will not be
registered  under the  Securities Act of 1933, as amended,  or applicable  state
securities laws and were sold pursuant to an exemption from  registration  under
the Securities Act of 1933. The trust preferred securities may not be offered or
sold in the United States absent  registration  or an applicable  exemption from
the  registration  requirements  of the Securities Act of 1933, as amended,  and
applicable  state  securities  laws.  The Company  formed a subsidiary  business
trust,  TriCo  Capital  Trust  I,  to  issue  the  trust  preferred  securities.
Concurrently  with the  issuance of the trust  preferred  securities,  the trust
issued  619  shares of common  stock to the  Company  for $1,000 per share or an
aggregate of $619,000.  In addition,  the Company  issued a Junior  Subordinated
Debenture  to the Trust in the  amount of  $20,619,000.  The terms of the Junior
Subordinated  Debenture are  materially  consistent  with the terms of the trust
preferred securities issued by TriCo Capital Trust I.

Also on July 31,  2003,  the  Company  announced  the  termination  of its stock
repurchase  plan  to  repurchase  150,000  shares  of  common  stock  originally
announced on October 19, 2001. There were 118,800 shares  repurchased  under the
plan and the remaining 31,200 shares had not been  repurchased.  The Company has
adopted a new stock  repurchase  plan for the repurchase of up to 250,000 shares
of the Company's common stock from time to time as market  conditions allow. The
250,000  shares   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 new plan has no stated expiration date for
the  repurchases.  The Company  repurchased  8,100 common  shares under this new
plan, all of which were repurchased during the quarter ended September 30, 2003.

The Company's primary capital resource is shareholders' equity, which was $124.8
million at  September  30,  2003.  This amount  represents  an increase of $25.8
million from  December 31, 2002,  the net result of issuance of common stock and
options  related to the merger with North State  National Bank ($18.5  million),
comprehensive  income for the period ($1.1 million),  and the issuance of common
shares via the exercise of stock options  ($1.0  million),  partially  offset by
dividends paid ($4.6 million) and the repurchase of common stock ($0.2 million).
The Company's ratio of equity to total assets was 8.66%,  8.98%, and 8.65% as of
September 30, 2003, September 30, 2002, and December 31, 2002, respectively.
The following  summarizes the ratios of capital to risk-adjusted  assets for the
periods indicated:
To Be Well
                              At September 30,      At            Minimum     Capitalized Under
                             -----------------  December 31,    Regulatory    Prompt Corrective
                              2003       2002      2002         Requirement   Action Provisions
                             ------------------------------------------------------------------
Tier I Capital          10.55%     10.63%     10.71%           4.00%           6.00%
     Total Capital           11.73%     11.89%     11.97%           8.00%          10.00%
     Leverage ratio           8.85%      8.53%      8.27%           4.00%           5.00%
-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,  2003 and 2002,  the results of the  simulations  noted above
indicate that the balance sheet is slightly asset sensitive  (earnings  increase
when interest  rates rise).  The magnitude of all the  simulation  results noted
above is within the Company's policy guidelines.  The asset liability management
policy  limits  aggregate  market  risk,  as  measured  in this  fashion,  to an
acceptable level within the context of risk-return trade-offs.

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

At  September  30,  2003 and  2002,  the  Company  had no  derivative  financial
instruments.

                                      -27-
Liquidity
The Company's  principal  source of asset liquidity is cash and amounts due from
banks,  federal funds sold, and marketable  investment  securities available for
sale.  At  September  30, 2003,  federal  funds sold and  investment  securities
available  for sale  totaled  $353  million,  representing  an  increase of $6.7
million or 1.9% from December 31, 2002,  and an increase of $61 million or 20.7%
from September 30, 2002. In addition, the Company generates additional liquidity
from its operating activities. The Company's profitability during the first nine
months of 2003 generated cash flows from operations of $19.7 million compared to
$16.8 million during the first nine months of 2002. Additional cash flows may be
provided by  financing  activities,  primarily  the  acceptance  of deposits and
borrowings from banks.  Sales and maturities of investment  securities  produced
cash inflows of $192 million  during the nine months  ended  September  30, 2003
compared to $87 million for the nine months ended September 30, 2002. During the
nine months ended  September 30, 2003, the Company  invested $169 million,  $168
million,  and $22 million in  securities,  net loan growth,  and life  insurance
policies,  respectively,  compared  to  $128  million  and $25  million  used to
purchase  investments and net loan growth,  respectively,  during the first nine
months of 2002. These changes in investment,  loan, and life insurance  balances
contributed to net cash used for investing activities of $162 million during the
nine months ended  September  30, 2003,  compared to net cash used for investing
activities  of $68 million  during the nine months  ended  September  30,  2002.
Financing  activities  provided net cash of $136 million  during the nine months
ended September 30, 2003, compared to net cash provided by financing  activities
of $53 million  during the nine months ended  September  30, 2002.  Increases in
deposit  balances,  Federal  funds  borrowed  and  issuance  of trust  preferred
securities  accounted for $65 million,  $56 million and $20 million of financing
sources of funds, respectively, during the nine months ended September 30, 2003,
compared  to  deposit  balance  increases  that  accounted  for $58  million  of
financing  sources of funds  during the nine months  ended  September  30, 2002.
Dividends paid used $4.6 million and $4.2 million of cash during the nine months
ended  September  30, 2003 and  September  30,  2002,  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, 2003  ("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.

                                      -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 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

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

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

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

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

     10.2*     Form of Change of  Control  Agreement  between  TriCo and each of
               Craig Carney (dated February 27, 2003),  Richard O'Sullivan (date
               February 24, 2003),  and Thomas  Reddish  (dated April 10, 2001),
               filed as Exhibit  10.9 to TriCo's  Quarterly  Report on Form 10-Q
               for the quarter ended September 30, 2001

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

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

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

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

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

     10.8*     Employment  Agreement between TriCo and Richard Smith dated April
               10, 2001,  filed as Exhibit 10.8 to TriCo's Form S-4 Registration
               Statement dated January 16, 2003 (No. 333-102546)

                                      -29-
10.9*     Tri Counties  Bank  Executive  Deferred  Compensation  Plan dated
               September  1,  1987,  as  restated  April 1,  1992,  and  amended
               November  12,  2002,  filed as Exhibit  10.9 to TriCo's  Form S-4
               Registration Statement dated January 16, 2003 (No. 333-102546)

     10.10*    Tri Counties  Bank  Supplemental  Retirement  Plan for  Directors
               dated  September 1, 1987, as restated  January 1, 2001,  filed as
               Exhibit 10.10 to TriCo's Form S-4  Registration  Statement  dated
               January 16, 2003 (No. 333-102546)

     10.11*    Tri  Counties  Bank   Supplemental   Executive   Retirement  Plan
               effective  September 1, 1987,  filed as Exhibit  10.11 to TriCo's
               Form S-4  Registration  Statement  dated  January  16,  2003 (No.
               333-102546)

     10.12*    Tri  Counties  Bank  Deferred  Compensation  Plan  for  Directors
               effective  April 1, 1992,  filed as Exhibit 10.12 to TriCo's Form
               S-4   Registration   Statement   dated   January  16,  2003  (No.
               333-102546)

     10.13*    Employment  Agreement between TriCo and Richard  O'Sullivan dated
               April 10,  2001,  filed as  Exhibit  10.13 to  TriCo's  Quarterly
               Report on Form 10-Q for the quarter ended March 31, 2003

     10.14     Form of Joint  Beneficiary  Agreement  effective  March 31,  2003
               between  Tri  Counties  Bank  and each of  Craig  Carney,  Andrew
               Mastorakis, Richard O'Sullivan, Thomas Reddish, and Richard Smith

     10.15     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

     10.16     Form of  Tri-Counties  Bank  Executive  Long Term Care  Agreement
               effective  June 10, 2003  between Tri  Counties  Bank and each of
               Andrew Mastorakis, Richard O'Sullivan, and Thomas Reddish

     10.17     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,  John Hasbrook,  Michael Koehnen,  Donald
               Murphy, Carroll Taresh, and Alex Verischagin

     11.1      Computation of earnings per share

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

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

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

     32.1      Section 1350 Certification of CEO

     32.2      Section 1350 Certification of CFO

       * Previously filed and incorporated by reference.

                                      -30-
(b) Reports on Form 8-K

     During the quarter ended September 30, 2003 the Company filed the following
     Current Reports on Form 8-K:

     Description                               Date of Report
     ------------------------------------      --------------------
     Quarterly results of operations.          July 30, 2003

     Declaration of $0.20 per common           July 30, 2003
     share dividend payable September
     30, 2003 to holders of record on
     September 9, 2003; trust preferred
     issuance; cancellation of existing
     stock repurchase plan; approval of
     new stock repurchase plan; substantial
     reduction in nonperforming assets.

     Quarterly results of operations.          October 23, 2003

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:  November 12, 2003             /s/ Thomas J. Reddish
                                     ----------------------------------------
                                     Thomas J. Reddish
                                     Vice President and Chief Financial Officer

                                      -31-
Exhibit 10.14

Form of Joint  Beneficiary  Agreement  effective  March  31,  2003  between  Tri
Counties Bank and each of Craig Carney,  Andrew Mastorakis,  Richard O'Sullivan,
Thomas Reddish, and Richard Smith

                           JOINT BENEFICIARY AGREEMENT

Insurer:             Massachusetts Mutual Life Insurance Company
Policy Number:
Insurer:             New York Life Insurance Company
Policy Number:
Insurer:             Beneficial Life Insurance Company:
Policy Number:
Insurer:             Northwestern Mutual Life Insurance Company
Policy Number:

Owner:               Tri Counties Bank
Insured:
Effective Date:

This  Agreement is by and between Tri Counties Bank  and___________________,  an
executive of the Company.

I.       DEFINITIONS
--------------------
The term "Policy" shall refer to the  above-cited  policies as well any policies
obtained, by means of 1035 exchange, to replace the above-cited policies. Policy
definitions shall govern.

II.      POLICY TITLE AND OWNERSHIP
-----------------------------------
The  respective  rights and duties of the  Company and the Insured in the Policy
shall be as follows: Title and ownership shall reside in the Company for its use
and for the use of the  Insured  all in  accordance  with  this  Agreement.  The
Company alone may, to the extent of its  interest,  exercise the right to borrow
or withdraw the Policy cash values or to terminate the Policy. Where the Company
and the Insured, mutually agree to exercise the right to increase coverage under
the Policy, then, in such event, the rights,  duties and benefits of the parties
to such  increased  coverage  shall  continue to be subject to the terms of this
Agreement.

III.     BENEFICIARY DESIGNATION
---------------------------------
The Insured shall have the right and power to designate beneficiaries to receive
his/her share of death proceeds,  as provided in this Agreement.  Likewise,  the
Insured shall have the right and power to elect and change a payment  option for
such beneficiaries.

IV.      PREMIUM PAYMENTS
-------------------------
The Company shall pay premiums and the Insured shall not be responsible  for any
portion thereof.

V.       TAXABLE BENEFIT
------------------------
Annually the Insured will receive a taxable benefit equal to the assumed cost of
insurance  as  required by the  Internal  Revenue  Service.  The Company (or its
administrator) will report to the Insured such imputed income on Form W-2 or its
equivalent.

                                      -32-
VI.      DIVISION OF DEATH PROCEEDS
-----------------------------------
The Company  shall be entitled to the death  proceeds of the Policy except that,
subject to  Paragraph  VII herein,  beneficiaries  designated  by the Insured in
accordance  with Paragraph III, shall be entitled to a split dollar share of the
death proceeds.

  1)      If, at the time of his or her death,  the  Insured is  employed by the
          Company,  the Insured employee's  beneficiary (ies), shall be entitled
          to an amount, as follows:
          (a)  If the Insured  employee  has not yet attained the of age seventy
               (70), the lesser of  $___________,  or one hundred percent (100%)
               of the Net At Risk Insurance portion of the proceeds; Net At Risk
               Insurance portion of the proceeds is the aggregate total proceeds
               less the cash value of the Policies designated herein;
          (b)  If the Insured  employee is seventy (70),  or older,  but not yet
               age eighty (80), the lesser of $_________, or one hundred percent
               (100%) of the Net At Risk Insurance portion of the proceeds;
          (c)  If the Insured  employee dies after the  attainment of age eighty
               (80), the lesser of $________,  or one hundred  percent (100%) of
               the Net At Risk Insurance portion of the proceeds.
  2)      If, at the time of his or her death, the Insured is no longer employed
          by the Company but, prior to death,  was eligible to receive  payments
          pursuant to the Tri Counties  Supplemental  Executive  Retirement Plan
          (the SERP), the Insured's  beneficiary  (ies), shall be entitled to an
          amount,  as  follows.  For  purposes  of this  Paragraph  VI, the term
          Applicable  Percentage  shall refer to the  Applicable  Percentage  as
          defined  in the SERP and in  effect as of the  Insured's  last date of
          employment with the Company:
          (a)  If the Insured has not yet attained the of age seventy (70),  the
               Applicable  Percentage  times the  lesser of  $_________,  or one
               hundred  percent (100%) of the Net At Risk  Insurance  portion of
               the proceeds;
          (b)  If the Insured is seventy  (70) or older,  but not yet age eighty
               (80), the Applicable  Percentage times the lesser of $__________,
               or one  hundred  percent  (100%)  of the  Net At  Risk  Insurance
               portion of the proceeds;
          (c)  If the Insured dies after the  attainment of age eighty (80), the
               Applicable  Percentage  times  the  lesser of  $________,  or one
               hundred  percent (100%) of the Net At Risk  Insurance  portion of
               the proceeds.
  3)      If the Company no longer  employs the Insured at the time of death and
          the Insured was not eligible to receive  payments under the SERP prior
          to  death,  the  beneficiaries'  share  of  Policy  proceeds  shall be
          $50,000, provided the policy (ies) remain in force.
  4)      The Company and the Insured's  beneficiaries  shall share any interest
          due on death  proceeds  in the same pro rata ratio as applies to death
          proceeds, respectively.
  5)      In the event that the Policy is terminated other than as a result of a
          termination of this Agreement pursuant to paragraph X. hereunder,  and
          the Insured is eligible to receive  benefits  pursuant to Paragraph IV
          (1) or (2) above, then the Bank shall pay to the Insured's beneficiary
          (ies) an amount which will  provide a total  after-tax  death  benefit
          equal to the  benefit  that the  Insured  would have  received  if the
          Policy had not been terminated.
  6)      Payment of the death benefit  determined  by the preceding  paragraphs
          shall  be made and  distributed  from the  Policies  in the  following
          order,  with resort to each succeeding  policy only to the extent that
          the proceeds of each prior listed Policy are  insufficient  to satisfy
          the specified death benefit in full: : (a)  Massachusetts  Mutual Life
          Insurance  Company Policy Number (b) Beneficial Life Insurance Company
          Policy Number BL (c) New York Life Insurance Company Policy Number (d)
          Northwestern Mutual Life Insurance Company Policy Number .

                                      -33-
VII.     DIVISION OF CASH SURRENDER VALUE
-----------------------------------------
The Company  shall at all times be entitled to an amount  equal to the  Policy's
cash  value,  as that term is defined in the Policy,  less any Policy  loans and
unpaid interest or cash withdrawals  previously  incurred by the Company and any
applicable Policy surrender  charges.  Such cash value shall be determined as of
the date of surrender of the Policy or death of the Insured as the case may be.

VIII.    PREMIUM WAIVER
-----------------------
If the Policy contains a premium waiver provision, any such waived amounts shall
be  considered  for all  purposes of this  Agreement  as having been paid by the
Company.

IX.      RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
----------------------------------------------------------------------------
In the event the Policy involves an endowment or annuity element,  the Company's
right and  interest  in any  endowment  proceeds  or annuity  benefits  shall be
determined according to this Agreement, by regarding such endowment proceeds, or
the commuted value of such annuity  benefits,  as the Policy's cash value.  Such
endowment  proceeds or annuity benefits shall be treated like death proceeds for
the purposes of division under this Agreement.

X.       TERMINATION OF AGREEMENT
---------------------------------
This Agreement shall terminate immediately upon the commission of any act by the
Insured that results in the termination of the Policy by the Insurer.  Except as
provided  above,  this  Agreement  shall  terminate upon  distribution  of death
benefits in accordance with Paragraph VI above.

XI.      PROHIBITION ON ASSIGNMENT
----------------------------------
The Insured may not, without the prior written consent of the Company, assign to
any individual, trust or other organization, any right, title or interest in the
Policy or in any  rights,  options,  privileges  or duties  created  under  this
Agreement.

XII.     AGREEMENT BINDING UPON THE PARTIES
-------------------------------------------
This  Agreement  shall be binding  upon the Insured and the  Company,  and their
respective  heirs,   successors,   personal   representatives  and  assigns,  as
applicable.

XIII.    NAMED FIDUCIARY AND PLAN ADMINISTRATOR
-----------------------------------------------
The Company is hereby  designated  the "Named  Fiduciary"  until  resignation or
removal by its Board of  Directors.  As Named  Fiduciary,  the Company  shall be
responsible for the management, control, and administration of this Agreement as
established  herein.  The Named Fiduciary may allocate to others certain aspects
of the management and operations  responsibilities of this Agreement,  including
the  employment  of advisors and the  delegation  of any  ministerial  duties to
qualified individuals.

XIV.     FUNDING POLICY
-----------------------
The funding Policy for this  Agreement  shall be to maintain the Policy in force
by paying, when due, all premiums required.

XV.      CLAIM PROCEDURES
-------------------------
Claims shall be directed to The Benefit Marketing Group,  Inc. Atlanta,  Georgia
(770-952-1529).  If a claim is  payable,  a benefit  check will be issued to the
Named Fiduciary. In the event that a claim is not eligible under the Policy, the
Insurer will notify the Named Fiduciary of the denial as required by the Policy.
If the Named Fiduciary is  dissatisfied  with the denial of the claim and wishes
to contest such claim denial,  it should contact the office named above and they
will assist in making  inquiry to the Insurer.  All  objections to the Insurer's
actions  should be in  writing  and  submitted  to the  office  named  above for
transmittal to the Insurer.

                                      -34-
XVI.     GENDER AND PLURAL VS SINGULAR
--------------------------------------
Whenever in this  Agreement  words are used in the  masculine or neuter  gender,
they shall be read and construed as in the masculine, feminine or neuter gender,
whenever they should so apply.  When applicable,  nouns in the singular shall be
read and construed as in the plural and visa versa.

XVII.    INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
--------------------------------------------------------
The Insurer  shall not be deemed a party to this  Agreement,  but will be served
with an  executed  copy of this  Agreement.  Payment  or  other  performance  in
accordance with the Policy provisions shall fully discharge the Insurer from any
and all liability.

IN WITNESS WHEREOF,  the Insured and duly authorized Company officer have signed
this Agreement as of the above written date.

TRI COUNTIES BANK                   INSURED

--------------------------          --------------------------------
Richard Miller
Senior Vice President

                                      -35-
BENEFICIARY DESIGNATION FORM
                 FOR THE JOINT BENEFICIARY DESIGNATION AGREEMENT

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.)

                                      -36-
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 the Joint Beneficiary  Designation 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.

----------------------------------------------                ------------------
Insured                                                       Date

                                      -37-
Exhibit 10.15

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

                           JOINT BENEFICIARY AGREEMENT

Insurer:

Policy Number:

Owner:               Tri Counties Bank

Insured:

Effective Date

This  Agreement  is by and between  Tri  Counties  Bank and,  _________________a
Director of the Company.

I.       DEFINITIONS
--------------------
The term "Policy" shall refer to the  above-cited  policies as well any policies
obtained, by means of 1035 exchange, to replace the above-cited policies. Policy
definitions shall govern.

II.      POLICY TITLE AND OWNERSHIP
-----------------------------------
The  respective  rights and duties of the  Company and the Insured in the Policy
shall be as follows: Title and ownership shall reside in the Company for its use
and for the use of the  Insured  all in  accordance  with  this  Agreement.  The
Company alone may, to the extent of its  interest,  exercise the right to borrow
or withdraw the Policy cash values or to terminate the Policy. Where the Company
and the Insured, mutually agree to exercise the right to increase coverage under
the Policy, then, in such event, the rights,  duties and benefits of the parties
to such  increased  coverage  shall  continue to be subject to the terms of this
Agreement.

III.     BENEFICIARY DESIGNATION
---------------------------------
The Insured shall have the right and power to designate beneficiaries to receive
his/her share of death proceeds,  as provided in this Agreement.  Likewise,  the
Insured shall have the right and power to elect and change a payment  option for
such beneficiaries.

IV.      PREMIUM PAYMENTS
-------------------------
The Company shall pay premiums and the Insured shall not be responsible  for any
portion thereof.

V.       TAXABLE BENEFIT
------------------------
Annually the Insured will receive a taxable benefit equal to the assumed cost of
insurance  as  required by the  Internal  Revenue  Service.  The Company (or its
administrator) will report to the Insured such imputed income on Form W-2 or its
equivalent.

VI.      DIVISION OF DEATH PROCEEDS
-----------------------------------
The Company  shall be entitled to the death  proceeds of the Policy except that,
subject to  Paragraph  VII herein,  beneficiaries  designated  by the Insured in
accordance  with Paragraph III, shall be entitled to a split dollar share of the
death proceeds.

                                      -38-
1.   If, at the time of his or her death,  the  Insured is serving as a Director
     of the Company, the Insured employee's beneficiary (ies), shall be entitled
     to an amount, as follows:
     a.   If the  Insured has not yet  attained  the of age  seventy  (70),  the
          lesser of  $___________,  or one hundred  percent (100%) of the Net At
          Risk Insurance portion of the proceeds;  Net At Risk Insurance portion
          of the proceeds is the aggregate total proceeds less the cash value of
          the Policies designated herein;
     b.   If the Insured is seventy (70), or older, but not yet age eighty (80),
          the lesser of $_________,  or one hundred percent (100%) of the Net At
          Risk Insurance portion of the proceeds;

     c.   If the  Insured  dies after the  attainment  of age eighty  (80),  the
          lesser of $________,  or one hundred percent (100%) of the Net At Risk
          Insurance portion of the proceeds.
2.   If, at the time of his or her death, the Insured is no longer a Director of
     the Company but, prior to death, was eligible to receive payments  pursuant
     to the Tri Counties Supplemental  Retirement Plan for Directors (the SERP),
     the  Insured's  beneficiary  (ies),  shall be  entitled  to an  amount,  as
     follows. For purposes of this Paragraph VI, the term Applicable  Percentage
     shall  refer to the  Applicable  Percentage  as  defined in the SERP and in
     effect  as of the  Insured's  last date of  service  as a  Director  of the
     Company:
     a.   If the  Insured has not yet  attained  the of age  seventy  (70),  the
          Applicable  Percentage times the lesser of $_________,  or one hundred
          percent (100%) of the Net At Risk Insurance portion of the proceeds;
     b.   If the Insured is seventy (70) or older,  but not yet age eighty (80),
          the  Applicable  Percentage  times the lesser of  $__________,  or one
          hundred  percent  (100%) of the Net At Risk  Insurance  portion of the
          proceeds;
     c.   If the  Insured  dies after the  attainment  of age eighty  (80),  the
          Applicable  Percentage  times the lesser of $________,  or one hundred
          percent (100%) of the Net At Risk Insurance portion of the proceeds.
3.   If the  Insured is not a Director  of the  Company at the time of death and
     the Insured was not  eligible to receive  payments  under the SERP prior to
     death,  the  beneficiaries'  share of  Policy  proceeds  shall be  $50,000,
     provided the policy (ies) remain in force.
4.   The Company and the Insured's beneficiaries shall share any interest due on
     death  proceeds  in the same pro rata ratio as  applies to death  proceeds,
     respectively.
5.   In the event  that the  Policy is  terminated  other  than as a result of a
     termination of this Agreement  pursuant to paragraph X. hereunder,  and the
     Insured is eligible to receive benefits pursuant to Paragraph IV (1) or (2)
     above, then the Bank shall pay to the Insured's beneficiary (ies) an amount
     which will provide a total  after-tax  death  benefit  equal to the benefit
     that the Insured would have received if the Policy had not been terminated.
6.   Payment of the death benefit  determined by the preceding  paragraphs shall
     be made and  distributed  from the Policies in the  following  order,  with
     resort to each  succeeding  policy only to the extent that the  proceeds of
     each prior listed Policy are  insufficient  to satisfy the specified  death
     benefit in full: (a) John Hancock Life Insurance  Company Policy Number (b)
     Security  Life of  Denver  Policy  Number  (c)  Massachusetts  Mutual  Life
     Insurance  Company  Policy Number (d)  Beneficial  Life  Insurance  Company
     Policy  Number BL (e) New York Life  Insurance  Company  Policy  Number (f)
     Northwestern Mutual Life Insurance Company Policy Number .

                                      -39-
VII.     DIVISION OF CASH SURRENDER VALUE
-----------------------------------------
The Company  shall at all times be entitled to an amount  equal to the  Policy's
cash  value,  as that term is defined in the Policy,  less any Policy  loans and
unpaid interest or cash withdrawals  previously  incurred by the Company and any
applicable Policy surrender  charges.  Such cash value shall be determined as of
the date of surrender of the Policy or death of the Insured as the case may be.

VIII.    PREMIUM WAIVER
-----------------------
If the Policy contains a premium waiver provision, any such waived amounts shall
be  considered  for all  purposes of this  Agreement  as having been paid by the
Company.

IX.      RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
----------------------------------------------------------------------------
In the event the Policy involves an endowment or annuity element,  the Company's
right and  interest  in any  endowment  proceeds  or annuity  benefits  shall be
determined according to this Agreement, by regarding such endowment proceeds, or
the commuted value of such annuity  benefits,  as the Policy's cash value.  Such
endowment  proceeds or annuity benefits shall be treated like death proceeds for
the purposes of division under this Agreement.

X.       TERMINATION OF AGREEMENT
---------------------------------
This Agreement shall terminate immediately upon the commission of any act by the
Insured that results in the termination of the Policy by the Insurer.  Except as
provided  above,  this  Agreement  shall  terminate upon  distribution  of death
benefits in accordance with Paragraph VI above.

XI.      PROHIBITION ON ASSIGNMENT
----------------------------------
The Insured may not, without the prior written consent of the Company, assign to
any individual, trust or other organization, any right, title or interest in the
Policy or in any  rights,  options,  privileges  or duties  created  under  this
Agreement.

XII.     AGREEMENT BINDING UPON THE PARTIES
-------------------------------------------
This  Agreement  shall be binding  upon the Insured and the  Company,  and their
respective  heirs,   successors,   personal   representatives  and  assigns,  as
applicable.

XIII.    NAMED FIDUCIARY AND PLAN ADMINISTRATOR
-----------------------------------------------
The Company is hereby  designated  the "Named  Fiduciary"  until  resignation or
removal by its Board of  Directors.  As Named  Fiduciary,  the Company  shall be
responsible for the management, control, and administration of this Agreement as
established  herein.  The Named Fiduciary may allocate to others certain aspects
of the management and operations  responsibilities of this Agreement,  including
the  employment  of advisors and the  delegation  of any  ministerial  duties to
qualified individuals.

XIV.     FUNDING POLICY
-----------------------
The funding Policy for this  Agreement  shall be to maintain the Policy in force
by paying, when due, all premiums required.

XV.      CLAIM PROCEDURES
-------------------------
Claims shall be directed to The Benefit Marketing Group,  Inc. Atlanta,  Georgia
(770-952-1529).  If a claim is  payable,  a benefit  check will be issued to the
Named Fiduciary. In the event that a claim is not eligible under the Policy, the
Insurer will notify the Named Fiduciary of the denial as required by the Policy.
If the Named Fiduciary is  dissatisfied  with the denial of the claim and wishes
to contest such claim denial,  it should contact the office named above and they
will assist in making  inquiry to the Insurer.  All  objections to the Insurer's
actions  should be in  writing  and  submitted  to the  office  named  above for
transmittal to the Insurer.

                                      -40-
XVI.     GENDER AND PLURAL VS SINGULAR
--------------------------------------
Whenever in this  Agreement  words are used in the  masculine or neuter  gender,
they shall be read and construed as in the masculine, feminine or neuter gender,
whenever they should so apply.  When applicable,  nouns in the singular shall be
read and construed as in the plural and visa versa.

XVII.    INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
--------------------------------------------------------
The Insurer  shall not be deemed a party to this  Agreement,  but will be served
with an  executed  copy of this  Agreement.  Payment  or  other  performance  in
accordance with the Policy provisions shall fully discharge the Insurer from any
and all liability.

IN WITNESS WHEREOF,  the Insured and duly authorized Company officer have signed
this Agreement as of the above written date.

TRI COUNTIES BANK                   INSURED

--------------------------          --------------------------------
Richard Miller
Senior Vice President

                                      -41-
BENEFICIARY DESIGNATION FORM
                 FOR THE JOINT BENEFICIARY DESIGNATION AGREEMENT

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.)

                                      -42-
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 the Joint Beneficiary  Designation 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.

----------------------------------------------                ------------------
Insured                                                       Date

                                      -43-
Exhibit 10.16

Form of Tri-Counties Bank Executive Long Term Care Agreement  effective June 10,
2003  between  Tri  Counties  Bank  and  each  of  Andrew  Mastorakis,   Richard
O'Sullivan, and Thomas Reddish

                                TRI-COUNTIES BANK
                       EXECUTIVE LONG TERM CARE AGREEMENT

THIS AGREEMENT,  effective  ___________ is made and entered into, by and between
Tri Counties Bank (collectively, the "Company"), and _______________________, an
Executive of the Company (hereinafter, the "Participant").

                                   WITNESSETH:

WHEREAS,  it is the  consensus  of the  Board  of  Directors  (hereinafter,  the
"Board") that the Participant's services to the Company are of exceptional merit
and constitute an invaluable contribution to the general welfare of the Company;
and

WHEREAS,  it  is  in  the  best  interests  of  the  Company  to  encourage  the
Participant's  continued service to Company during the Participant's lifetime or
until the age of retirement; and

WHEREAS,  it is the desire of the  Company  that the  Participant's  services be
retained as herein provided; and

WHEREAS,  the  Participant is willing to continue to serve the Company  provided
the Company agrees to pay the  Participant  certain  benefits in accordance with
the terms and conditions hereinafter set forth;

ACCORDINGLY,  it is the desire of the Company and the  Participant to enter into
this  Agreement  under which the Company will agree to make certain  payments on
behalf of the Participant pursuant to this Agreement;

NOW,  THEREFORE,  in consideration  of services  performed in the past and to be
performed in the future as well as of the mutual  promises and covenants  herein
contained it is agreed as follows:

I.   LONG TERM CARE BENEFIT

     The Company hereby agrees:

     A.   To pay the  initial  single  premium  for the Long  Term  Care  policy
          described herein, on behalf of the Participant:

          Insurer:

          Policy Number:

     B.   That, subject to Paragraph IV, the sole ownership of said policy shall
          reside  with  the  Participant  for  the  Participant's  sole  use and
          benefit.

                                      -44-
II.      REIMBURSEMENT OBLIGATION UPON TERMINATION OF SERVICE

     For  purposes  of  this   Agreement,   the  term  service  shall  refer  to
     Participant's  service  as an  Executive  of the  Company  and,  except  as
     follows, the phrase "years of service" shall be measured in full years from
     the date of this Agreement to the date of Participant's termination. If the
     Participant signs the Agreement at any time during 2003, then 2003 shall be
     counted as a full year of  service.  The  following  events of  termination
     exempt the Participant  from the  reimbursement  provisions of this Section
     III.
     1.   Termination for any reason following five years of service;
     2.   Death;
     3.   Disability;
     4.   Normal  Retirement,   as  mandated  by  resolution  of  the  Board  of
          Directors;
     5.   Termination for any reason following a Change of Control.  For purpose
          of this  Agreement,  the term Change of Control shall be as defined in
          employment agreements with the Chief Executive Officer of the Company;
     6.   If, upon  execution of this  Agreement,  the  Participant is a current
          member of the Board of Directors of the Company,  termination  of such
          membership, resulting from non-reelection to the Board.

     If the  Participant's  service  terminates for any reason other than one of
     those listed immediately above, the Participant shall reimburse the Company
     the amount of premium expended by the Bank on the Participant's  behalf for
     Long Term Care Insurance,  multiplied times the percentage set forth in the
     schedule that follows:

             Years of Service               Amount
             ----------------               --------------------------
             One Year                       80% of the Single Premium
             Two Years                      60% of the Single Premium
             Three Years                    40% of the Single Premium
             Four Years                     20% of the Single Premium
             Five Years                     No Obligation to Reimburse

     The  reimbursement  amount shall be due and payable within thirty (30) days
     from  the  date  of   termination   of  service.   To   facilitate   prompt
     reimbursement,  the Company  may  off-set  against any amounts it owes to a
     terminated Participant.

III.   MISCELLANEOUS

       A. Termination:  This  Agreement  shall  terminate  on the  later  of the
          following dates:
          -    The date of Participant's termination or
          -    The date on which the  Participant  satisfies  the  reimbursement
               obligation described herein.

       B. Alienability and Assignment Prohibition: The Participant shall have no
          power or right to transfer, assign, anticipate, hypothecate, mortgage,
          commute,  modify or otherwise  encumber in advance any of the benefits
          payable hereunder nor shall any of said benefits be subject to seizure
          for  the  payment  of  any  debts,  judgments,   alimony  or  separate
          maintenance   owed   by   the   Participant   or   the   Participant's
          beneficiary(ies), nor be transferable by operation of law in the event
          of  bankruptcy,  insolvency  or  otherwise.  In  the  event  that  the
          Participant  or  any  beneficiary  attempts  assignment,  commutation,
          hypothecation,  transfer or disposal of the  benefits  hereunder,  the
          Company's liabilities shall forthwith cease and terminate.

                                      -45-
C. Taxable  Benefit:  For so long as the Participant  remains in Service,
          and  barring any adverse  change in current tax law,  the  Participant
          will incur no taxable consequence as a result of the benefit described
          by this Agreement.  If the Participant  terminates Service, but is and
          remains  a member  of the  Board of  Directors  of the  Company,  then
          annually  the  Insured  will  receive a taxable  benefit  equal to the
          Premium  times  that   percentage   by  which  his/her   reimbursement
          obligation  was  reduced at the end of the year,  as  required  by the
          Internal  Revenue  Service.  The Company (or its  administrator)  will
          report  to the  Insured  such  imputed  income  on  Form  1099  or its
          equivalent.

       D. Amendment  or  Revocation:  This Plan may be amended or revoked at any
          time,  in whole or in  part,  by the  mutual  written  consent  of the
          Participant and the Company.

       E. Gender:  Whenever  in this  Participant  Plan  words  are  used in the
          masculine or neuter gender, they shall be read and construed as in the
          masculine, feminine or neuter gender, whenever they should so apply.

       F. Fringe  Benefit Effect on Other Company  Benefit Plans:  The long term
          care benefits provided by this Agreement are granted by the Company as
          a  fringe  benefit  to the  Participant  and are  not  part of any fee
          reduction  plan or arrangement  deferring fees or other  compensation.
          The  Participant  does not  have a right  to any form of  compensation
          instead of these  long-term care benefits.  Nothing  contained in this
          Participant  Plan shall affect the right of the Participant to receive
          any other  benefit  or  compensation  that  constitutes  a part of the
          Company's existing or future benefit or compensation structure.

       G. Headings: Headings and subheadings in this Agreement are for reference
          and convenience only and shall not be deemed a part of this Agreement.

       H. Applicable  Law: The laws of the State of California  shall govern the
          validity and interpretation of this Agreement.

       I. Partial Invalidity: If any term, provision,  covenant, or condition of
          this Agreement is determined by an arbitrator or a court,  as the case
          may be, to be invalid,  void,  or  unenforceable,  such  determination
          shall not render any other term,  provision,  covenant,  or  condition
          invalid,  void, or  unenforceable,  and the Agreement  shall remain in
          full force and effect notwithstanding such partial invalidity.

       J. Continuation as  Participant:  Neither this Agreement nor the payments
          of  any  benefits  hereunder  are to be  construed  as  giving  to the
          Participant  any right to be  retained as a director or an employee of
          the Company.

                                      -46-
IN WITNESS WHEREOF,  the parties hereto acknowledge that each has carefully read
this  Agreement  and executed  the original  thereof on the first date set forth
hereinabove, and that, upon execution, each has received a conforming copy.

PARTICIPANT

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

Name (print)
            --------------------

Date of Execution:
                  --------------

TRI COUNTIES BANK

--------------------------------
Rick Miller, SVP Human Resources

Date of Execution:
                  --------------

                                      -47-
Exhibit 10.17

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,  John
Hasbrook, Michael Koehnen, Donald Murphy, Carroll Taresh, and Alex Verischagin

                                TRI-COUNTIES BANK
                        DIRECTOR LONG TERM CARE AGREEMENT

THIS AGREEMENT,  effective  ___________ is made and entered into, by and between
Tri Counties Bank (collectively, the "Company"), and _______________________,  a
Director of the Company (hereinafter, the "Participant").

                                   WITNESSETH:

WHEREAS,  it is the  consensus  of the  Board  of  Directors  (hereinafter,  the
"Board") that the Participant's services to the Company are of exceptional merit
and constitute an invaluable contribution to the general welfare of the Company;
and

WHEREAS,  it  is  in  the  best  interests  of  the  Company  to  encourage  the
Participant's  continued service to Company during the Participant's lifetime or
until the age of retirement; and

WHEREAS,  it is the desire of the  Company  that the  Participant's  services be
retained as herein provided; and

WHEREAS,  the  Participant is willing to continue to serve the Company  provided
the Company agrees to pay the  Participant  certain  benefits in accordance with
the terms and conditions hereinafter set forth;

ACCORDINGLY,  it is the desire of the Company and the  Participant to enter into
this  Agreement  under which the Company will agree to make certain  payments on
behalf of the Participant pursuant to this Agreement;

NOW,  THEREFORE,  in consideration  of services  performed in the past and to be
performed in the future as well as of the mutual  promises and covenants  herein
contained it is agreed as follows:

I.   LONG TERM CARE BENEFIT

     The Company hereby agrees:

     A.   To pay the  initial  single  premium  for the Long  Term  Care  policy
          described herein, on behalf of the Participant:

          Insurer:

          Policy Number:

     B.   That, subject to Paragraph IV, the sole ownership of said policy shall
          reside  with  the  Participant  for  the  Participant's  sole  use and
          benefit.

                                      -48-
II.      REIMBURSEMENT OBLIGATION UPON TERMINATION OF SERVICE

     For purposes of this Agreement,  the term service shall refer to service as
     a Director of the Company  and,  except as  follows,  the phrase  "years of
     service" shall be measured in full years from the date of this Agreement to
     the  date  of  Participant's  termination.  If the  Participant  signs  the
     Agreement  at any time  during  2003,  then 2003 shall be counted as a full
     year of service.  The following  events of termination  exempt the Director
     from the reimbursement provisions of this Section III.
     1.   Termination for any reason following five years of service;
     2.   Death;
     3.   Disability;
     4.   Normal  Retirement,   as  mandated  by  resolution  of  the  Board  of
          Directors;
     5.   Termination for any reason following a Change of Control.  For purpose
          of this  Agreement,  the term Change of Control shall be as defined in
          employment agreements with the Chief Executive Officer of the Company;
     6.   Termination resulting from non-reelection to the Board.

     If the  Participant's  service  terminates for any reason other than one of
     those listed immediately above, the Participant shall reimburse the Company
     the amount of premium expended by the Bank on the Participant's  behalf for
     Long Term Care Insurance,  multiplied times the percentage set forth in the
     schedule that follows:

             Years of Service               Amount
             ----------------               --------------------------
             One Year                       80% of the Single Premium
             Two Years                      60% of the Single Premium
             Three Years                    40% of the Single Premium
             Four Years                     20% of the Single Premium
             Five Years                     No Obligation to Reimburse

     The  reimbursement  amount shall be due and payable within thirty (30) days
     from  the  date  of   termination   of  service.   To   facilitate   prompt
     reimbursement,  the Company  may  off-set  against any amounts it owes to a
     terminated Director.

III.   MISCELLANEOUS

       A. Termination:  This  Agreement  shall  terminate  on the  later  of the
          following dates:
          -    The date of Director's termination or
          -    The  date on  which  the  Director  satisfies  the  reimbursement
               obligation described herein.

       B. Alienability and Assignment Prohibition: The Participant shall have no
          power or right to transfer, assign, anticipate, hypothecate, mortgage,
          commute,  modify or otherwise  encumber in advance any of the benefits
          payable hereunder nor shall any of said benefits be subject to seizure
          for  the  payment  of  any  debts,  judgments,   alimony  or  separate
          maintenance owed by the Participant or the  Participant's  beneficiary
          (ies),  nor be  transferable  by  operation  of law  in the  event  of
          bankruptcy, insolvency or otherwise. In the event that the Participant
          or any beneficiary  attempts assignment,  commutation,  hypothecation,
          transfer  or  disposal  of  the  benefits  hereunder,   the  Company's
          liabilities shall forthwith cease and terminate.

                                      -49-
C. Taxable  Benefit:  Annually the Insured will receive a taxable benefit
          equal  to  the  Premium   times  that   percentage  by  which  his/her
          reimbursement  obligation  was  reduced  at the  end of the  year,  as
          required  by  the  Internal  Revenue  Service.  The  Company  (or  its
          administrator)  will report to the Insured such imputed income on Form
          1099 or its equivalent.

       D. Amendment  or  Revocation:  This Plan may be amended or revoked at any
          time,  in whole or in  part,  by the  mutual  written  consent  of the
          Participant and the Company.

       E. Gender:  Whenever  in this  Participant  Plan  words  are  used in the
          masculine or neuter gender, they shall be read and construed as in the
          masculine, feminine or neuter gender, whenever they should so apply.

       F. Fringe  Benefit Effect on Other Company  Benefit Plans:  The long term
          care benefits provided by this Agreement are granted by the Company as
          a  fringe  benefit  to the  Participant  and are  not  part of any fee
          reduction  plan or arrangement  deferring fees or other  compensation.
          The  Participant  does not  have a right  to any form of  compensation
          instead of these  long-term care benefits.  Nothing  contained in this
          Participant  Plan shall affect the right of the Participant to receive
          any other  benefit  or  compensation  that  constitutes  a part of the
          Company's existing or future benefit or compensation structure.

       G. Headings: Headings and subheadings in this Agreement are for reference
          and convenience only and shall not be deemed a part of this Agreement.

       H. Applicable  Law: The laws of the State of California  shall govern the
          validity and interpretation of this Agreement.

       I. Partial Invalidity: If any term, provision,  covenant, or condition of
          this Agreement is determined by an arbitrator or a court,  as the case
          may be, to be invalid,  void,  or  unenforceable,  such  determination
          shall not render any other term,  provision,  covenant,  or  condition
          invalid,  void, or  unenforceable,  and the Agreement  shall remain in
          full force and effect notwithstanding such partial invalidity.

       J. Continuation as  Participant:  Neither this Agreement nor the payments
          of  any  benefits  hereunder  are to be  construed  as  giving  to the
          Participant  any right to be  retained as a director or an employee of
          the Company.

                                      -50-
IN WITNESS WHEREOF,  the parties hereto acknowledge that each has carefully read
this  Agreement  and executed  the original  thereof on the first date set forth
hereinabove, and that, upon execution, each has received a conforming copy.

PARTICIPANT

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

Name (print)
            --------------------

Date of Execution:
                  --------------

TRI COUNTIES BANK

--------------------------------
Rick Miller, SVP Human Resources

Date of Execution:
                  --------------

                                      -51-
Exhibit 11.1

TRICO BANCSHARES

Computation of Earnings Per Share on Common and Common  Equivalent Shares and on
Common Shares Assuming Full Dilution

                                            For the               For the
                                          three months          nine months
                                       ended September 30,   ended September 30,
(In thousands, except per share data)   2003         2002     2003         2002
                                     -------------------------------------------
Weighted average number of common
    shares outstanding - basic         7,850        7,026    7,572        7,010

Add exercise of options reduced by
    the number of shares that could
    have been purchased with the
    proceeds of such exercise            245          205      217          178
                                     -------------------------------------------
Weighted average number of common
    shares outstanding - diluted       8,095        7,231    7,789        7,188
                                     ===========================================

Net income                            $4,338       $3,627  $12,205      $10,320

Basic earnings per share               $0.55        $0.52    $1.61        $1.47

Diluted earnings per share             $0.54        $0.50    $1.57        $1.44

                                      -52-
Exhibit 31.1

Certification  Pursuant to Rule  13a-14(a)/15d-14(a)  of the Securities Exchange
Act of 1934, as Amended

I, Richard P. Smith, certify that;

   1.     I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
   2.     Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
   3.     Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
   4.     The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules  13a-15(e) and  15d-15(e))  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) for the registrant and we have;
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision to ensure that material  information  relating to the
               registrant,  including  its  consolidated  subsidiaries,  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  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluations; 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; and
   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
               information; 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:  November 12, 2003                /s/ Richard P. Smith
                                        -------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer

                                      -53-
Exhibit 31.2

Certification  Pursuant to Rule  13a-14(a)/15d-14(a)  of the Securities Exchange
Act of 1934, as Amended

I, Thomas J. Reddish, certify that;

   1.     I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
   2.     Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
   3.     Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
   4.     The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules  13a-15(e) and  15d-15(e))  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) for the registrant and we have;
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision to ensure that material  information  relating to the
               registrant,  including  its  consolidated  subsidiaries,  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  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluations; 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; and
   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
               information; 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: November 12, 2003                 /s/ Thomas J. Reddish
                                        -------------------------------------
                                        Thomas J. Reddish
                                        Vice President and Chief Financial
                                        Officer

                                      -54-
Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350.

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ending  September 30, 2003 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

Certification Pursuant to 18 U.S.C. Section 1350.

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ending  September 30, 2003 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
          Vice President and Chief Financial
          Officer

                                      -55-

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.